Professional Documents
Culture Documents
PROJECT: Biosolids Handling and Disposal Services for Noonday and Northwest
Water Reclamation Facilities
The undersigned Parties understand and agree to comply with and be bound
by the entire contents of the Request for Proposal documents (Contract
Attachment B) and the Vendor’s proposal dated August 25, 2022 (Contract
Attachment C) (together with Attachment A referred to as the “Contract
Documents”, incorporated herein by reference). Should a conflict arise
between this Contract and other contents of the Request for Proposal
documents, the Terms and Conditions set forth in this Contract shall govern.
TERM: This Contract shall have an initial term of 48 months beginning January 1,
2023, with four one-year extensions if exercised by Owner. Contract is
renewable, at the option of Owner. However, the total duration of this
contract, including the exercise of any options, shall not exceed eight (8)
years (initial four (4) year term and four (4) one-year renewals ).
This Contract shall be deemed to obligate Cobb County, Georgia, only for
those sums payable during each calendar year of the initial term of execution
or, in the event of a renewal by Cobb County, Georgia, for those sums payable
in the individual year period renewal term. It shall not be deemed to create a
debt of Cobb County, Georgia, for the payment of any sum beyond any
calendar or fiscal year or, in the event of a renewal, beyond the year of such
renewal.
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Prices shall remain firm for the initial 12 months of the initial Contract term.
A price increase of three (3) percent is allowable at the conclusion of each
12-month period of the Contract, with the initial price increase becoming
effective January 1, 2024. Should the price of On Highway Diesel Fuel
Price as measured by the U.S. Energy Information Administration
(“OHDP”) as determined by Lower Atlantic (PADD1C) exceed
$6.45/gallon, an adjustment to pricing will be considered. Should the
price of OHDP, as determined by Lower Atlantic (PADDIC), fall below
$4.75/gallon, the price will be required to be adjusted to the Lower
Atlantic (PADDIC) current at that time.
I. Compensation
Owner shall compensate Vendor for the satisfactory and timely performance of Work as
set forth in Contract Attachment A with payment made no later than forty-five (45) days
after Owner’s receipt of Vendor’s properly submitted invoice with all required
documentation. The Vendor shall submit, in a form reasonably acceptable to Owner, an
invoice for payment of services upon completion, accompanied by all supporting
documentation required by the Contract or requested by County to process the invoice.
Such invoices and required documentation shall be submitted by Vendor on a monthly
basis.
Owner shall have the right to reject or dispute payment of any invoice or part thereof if not
properly supported, or if the costs or portion of the costs requested are in excess of the
actual services provided or the services are unacceptable or not in conformity with the
Contract Documents as determined by Owner, provided, however, that Owner shall pay any
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undisputed portion of the invoice within forty-five days of receipt of the invoice and all
required documentation. Owner shall pay each such invoice or portion thereof as approved.
Without invalidating this Contract, Owner may by written order (“Change Order”) to
Vendor, make changes in the Work under the Contract Documents. Such a change Order
shall not be effective until signed by both Parties. Once Change Order is signed by both
Parties, Vendor shall thereupon perform the changed Work in accordance with the terms
of this Contract and the Change Order.
Upon request from Vendor to Owner, and in a timely manner, Vendor shall submit a written
proposal for any applicable price and time adjustment attributable to the changed Work,
detailed as Owner may require.
If the parties are able to agree upon the amount of the price adjustment and the extent of
any time adjustment, such adjustment shall be set forth in the Change Order, which shall
be accepted by Vendor. If the parties are unable to agree upon such adjustments, such a
Change Order shall not be effective. The Vendor shall not proceed with changed Work
without a Change Order issued pursuant to this agreement and Owner shall not be liable
for any additional costs incurred or delays encountered in the performance of such changed
Work without a written Change Order. Vendor shall have no obligation to do work prior
to the Change Order being signed by both parties.
III. Notices
All written notices provided for in this contract or in the Contract Documents shall be
deemed given if delivered personally to a responsible representative of the party, sent by
telegram, or by acknowledged e-mail or regular mail to the party at its address specified
herein. Either party may by notice to the other as herein provided, designate a different
address to which notices to it should be sent.
IV. Assignment
Vendor shall not assign this Contract or any monies due or to become due hereunder
without the prior written consent of Owner, which shall not be unreasonably withheld, and
unless the assignee accepts in writing all relevant Contract protections of Owner, a copy of
which shall be provided to Owner. No assignment by Vendor of any right hereunder shall
be effective and any such attempt shall be invalid. No third party shall have any right to
enforce any right of Vendor under this contract.
V. Compliance
Vendor shall, at its own expense, obtain all necessary licenses and permits pertaining to
the Work and comply with all statutes, ordinances, rules, regulations and orders of any
governmental or quasi-governmental authority having jurisdiction over the Work or the
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performance thereof, including, but not limited to, those relating to safety, wages,
discrimination and equal employment opportunity. Vendor shall immediately correct any
violations of such statutes, ordinances, rules, regulations, and orders committed by Vendor,
its agents, servants, and employees. Vendor shall receive and respond to, and shall defend,
indemnify and save harmless Owner, as well as anyone to whom Owner is obligated, and
their agents, servants and employees from and against any loss, liability, or expense arising
from, any such violations and any citations, assessments, fines, or penalties resulting there
from. Vendor shall meet all requirements of the Americans with Disabilities Act.
Neither the Owner nor Vendor shall be liable for their respective non-negligent or non-
willful failure to perform or shall be deemed in default with respect to the failure to perform
(or cure a failure to perform) any of their respective duties or obligations under this
Agreement or for any delay in such performance due to: (i) any cause beyond their
respective reasonable control; (ii) any act of God; (iii) any change in applicable
governmental rules or regulations rendering the performance of any portion of this
Agreement legally impossible; (iv) earthquake, fire, explosion, or flood; (v) strike or labor
dispute, excluding strikes or labor disputes by employees and/or agents of Vendor; (vi)
delay or failure to act by any governmental or military authority; or (vii) any pandemic,
war, hostility, embargo, sabotage, civil disturbance, riot, insurrection, or invasion.
Owner shall not be liable or responsible for loss or damage to the equipment, tools,
facilities, or other personal property owned, rented, or used by Vendor, or anyone
employed by or through Vendor, in the performance of the Work; and Vendor shall
maintain such insurance and take such protective action, as Vendor deems desirable with
respect to such property.
VIII. Default
a. fail to supply the labor, materials, equipment, supervision and other things required
of it in sufficient quantities and of required quality to perform the Work with the
skill, conformity, promptness and diligence required hereunder;
c. become insolvent; or
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Then in any such event, each of which shall constitute a default hereunder by Vendor,
Owner shall, after giving Vendor notice of default and a reasonable time frame in which to
cure of not less than ten (10) business days, have the right to exercise any one or more of
the following remedies:
a. require that Vendor utilize, at its own expense, overtime labor (including Saturday,
Sunday or holiday work) and additional shifts as necessary to overcome the
consequences of any delay attributable to Vendor’s default;
b. attempt to remedy the default by whatever means Owner may reasonably deem
necessary to appropriate, including, but not limited to, correcting, furnishing,
performing, or otherwise completing the Work, or any part thereof, by itself or
through others (utilizing where appropriate any materials and equipment previously
purchased for that purpose by Vendor and deducting the cost thereof (plus an
allowance for administrative burden equal to fifteen percent (15%) of such costs)
from any monies due or to become due to Vendor hereunder;
c. after giving Vendor additional time (at any time following the expiration of the
initial notice and curative period), terminate the Contract, without thereby waiving
or releasing any rights or remedies against Vendor or its sureties and by itself or
through others take possession of the Work, and securing to Owner the payment of
its cost (plus an allowance for administrative burden equal to fifteen percent (15%)
of such costs) and other damages under the Contract and for the breach thereof; or
d. recover from Vendor all losses, damages, penalties and fines, whether actual or
liquidated, or direct (including without limitation any increase in Owner’s cost of
insurance resulting from Vendor’s failure to maintain insurance coverage required
hereunder), fees suffered or incurred by Owner by reason of or as a result of
Vendor’s default.
After completion of the Work by the exercise of any one or more of the above remedies
and acceptance of the Work by Owner, Owner shall promptly pay Vendor any un-disbursed
balance due, if any. If the cost of the completion of the Work plus the allowance for
administrative burden, together with any other damages or losses sustained or incurred by
Owner, shall exceed the un-disbursed balance due, Vendor and its guarantors, surety, or
sureties shall pay the difference within fifteen (15) days of written demand from Owner.
The foregoing remedies shall be considered separate and cumulative and shall be in
addition to every other remedy given hereunder or under the Contract Documents, or now
or hereafter existing at law or in equity. Vendor’s guarantors, surety, or sureties agree to
bind to Owner with respect to such remedies notwithstanding any provision of the bonds
provided pursuant to paragraph herein. Except as limited by this Contract, Vendor shall
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have the rights and remedies available at law for a breach of this Contract by Owner. Any
default shall be deemed waived unless Vendor shall have given Owner written notice
hereof within ten (10 business) days after the occurrence of such default. Vendor shall not
be entitled to stop the Work or terminate this Contract on account of Owner’s failure to
pay an amount claimed due hereunder (including payment for claimed changed Work) so
long as Vendor shall not have adequately substantiated the amount due or so long as a good
faith dispute exists as to the amount due, provided, however, that Owner shall pay any
undisputed portion of the invoice within the time for payment noted above and shall
endeavor to expeditiously resolve such disputes. Vendor shall not be entitled to stop the
Work because of a default by Owner unless such default shall have continued for more
than ten (10) days after Owner’s receipt of written notice of such default from Vendor,
specifying in detail the nature of the default.
Vendor shall not be entitled to terminate this Contract except for a substantial and material
breach by Owner which shall have continued, uncured, for at least an additional thirty (30)
days after:
a. Vendor shall have stopped working in accordance with this paragraph and
b. Owner shall have received thirty (30) days written notice of Vendor’s intention to
terminate this Contract.
Should any termination for default under this paragraph be determined to be invalid,
improper or wrongful, such termination shall be deemed to have been a termination for
convenience.
Should this Contract be terminated for default, Vendor shall assign all purchase orders and
subcontracts to Owner if Owner, in its sole discretion, requests such assignments; Vendor
agrees to incorporate such provisions in its agreements with suppliers and sub-Vendors to
effectuate this provision. Nothing herein shall create any duty on the part of Owner to
accept the assignment of any purchase order or subcontract hereunder.
X. No Consequential Damages
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This Contract shall be governed by, and construed in accordance with, the laws of the State
of Georgia. The courts of Georgia, located in Cobb County, Georgia, shall have exclusive
jurisdiction to hear any claim between the Vendor and the Owner in connection with the
Agreement, and Vendor submits to the jurisdiction and venue of such courts. Prior to filing
any claim or action related to this Contract, the parties may, but shall not be obligated to,
submit such claim or action to non-binding mediation before a mediator mutually agreeable
to the parties. The parties shall share equally in the costs of mediation.
XII. Miscellaneous
The Owner’s Water Reclamation Facilities are currently operating under regulations issued
by the federal, state, and local regulatory agencies. The Vendor shall abide by any
pronouncement, order, regulation, permit, license, restriction, injunction, moratorium, or
denial of permission to operate the facility, which may be imposed or issued by any agency
having jurisdiction.
A monthly report showing disposal site location and reflecting the total biosolids volume
that was disposed of shall be submitted to the Owner. The report shall be sent to the Owner,
attention of the Manager of the Water Protection Division, by the 10th day of the following
month.
All matters relating to the validity, performance, or interpretation of this Contract shall be
governed by the laws of the State of Georgia, performance, or interpretation, as the case
may be, of the Contract, without regard to the state’s conflict of laws provisions.
This Contract, including the documents incorporated herein by reference, embodies the
entire agreement of the parties and supersedes all prior negotiations, agreements, and
understandings related to the subject matter hereof.
This Contract may not be changed in any way except as herein provided or by a writing
signed by a duly authorized officer or agent of such party. No requirement of this Contract
may be waived except in writing signed by a duly authorized officer of the waiving party.
The provisions of this Contract and the Contract documents are intended to supplement
and complement each other. If, however, any provision of the Contract Documents, the
provision imposing the greater duty on the Vendor shall govern.
Where the context requires, neuter terms used herein shall include the masculine and
feminine, and singular terms shall include the plural, and vice versa.
The Vendor shall designate a project manager who shall be responsible for all aspects of
the execution of this Contract herewith. The project manager shall be responsible for the
competent performance of the work and assigned task. The project manager shall have full
authority to act on behalf of Vendor and be the liaison between the Owner and Vendor.
The Owner will require the project manager to provide detailed reports as requested.
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The Vendor guarantees to hold the County, its agents, officers, or employees harmless from
liability of any nature or kind for use of any copyrighted or uncopyrighted composition,
secret process, patented or unpatented invention, articles or appliances furnished or used
in the performance of contract, for which the Vendor is not the patentee, assignee or
licensee. Notwithstanding the foregoing, Vendor shall not be liable for, and Vendor shall
not owe an indemnity for, any Claim for infringement that arises: (i) when County or Owner
supplied the infringing materials; (ii) out of unauthorized additions or modifications to
Vendor’s Work; (iii) when County or Owner’s use of Vendor’s Work does not correspond
to Vendor’s represented specifications; (v) out of County or Owner’s use of Vendor’s Work
in combination with work not provided by Vendor; or (vi) if County or Owner does not
provide written notice to Vendor immediately after receiving notice of an impending
infringement Claim.
XIV. Insurance
A. Requirement
Vendor shall procure and maintain in full force and effect for the duration of this
Agreement, insurance protecting against claims for injuries to persons or damages to
property which may arise from or in connection with performance of the Work
hereunder by the Vendor, his agents, representatives, employees, or subcontractors.
Any limits requirement may be met with any combination of primary and excess
coverage so long as the excess coverage is written on a "follow form" or umbrella
basis
Vendor shall maintain insurance policies with coverage and limits no less than:
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The making of progress payments to the Vendor shall not be construed as relieving
the Vendor or its subcontractors or insurance carriers providing the coverage
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described herein for responsibility for loss or direct physical loss, damage or
destruction occurring prior to final acceptance of the Work.
(d) Separate Coverage. Coverage shall state that the Vendor’s insurance
shall apply separately to each Insured Party against whom claim is
made or suit is brought.
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(a) The insurer shall agree to waive all rights of subrogation against Cobb
County, its elected and appointed officials, officers, boards,
commissions, officers, employees, representatives, servants,
volunteers and agents for losses arising from work performed by the
Vendor for the Owner under the Contract.
(c) Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to Cobb County, its elected and
appointed officials, officers, boards, commissions, officers,
employees, representatives, servants, volunteers and agents.
iv. Failure of Insurers. The Vendor shall be responsible for any delay resulting
from the failure of any insurer to furnish proof of coverage in the prescribed
form. The summary table shown below in paragraph 4.C can serve as a
checklist to confirm the submittal of all required endorsements.
E. Acceptability
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F. Verification of Coverage
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G. Subcontractors
Upon request, Vendor shall furnish separate certificates and endorsements for each
subcontractor. All coverage for subcontractors shall name the Insured Parties as
additional insureds.
The Vendor covenants and agrees to take and assume all responsibility for the Work rendered
in connection with this Agreement. The Vendor shall bear all losses and damages directly or
indirectly resulting to it on account of the performance or character of the Work rendered
pursuant to this Agreement. To the fullest extent permitted by law, the Vendor shall defend,
indemnify and hold harmless the County and the County's elected and appointed officials,
officers, boards, commissions, employees, and volunteers (individually an “Indemnified
Party” and collectively the “Indemnified Parties”) from and against any and all claims, suits,
actions, judgments, injuries, damages, losses, expenses, and liability of any kind whatsoever,
including but not limited to attorneys' fees and other legal expenses, (“Liabilities”) to the
extent caused by or resulting from negligence, recklessness, or intentionally wrongful conduct
arising out of the Work, performance of contracted services, or operations by Vendor, any
subcontractor, anyone directly or indirectly employed by the Vendor or subcontractor or
anyone for whose acts the Vendor or subcontractor may be directly liable, except to the extent
of the negligence, recklessness, or intentionally wrongful conduct of an Indemnified Party.
Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or
obligations of indemnity which would otherwise exist as to the party or person described in
this Section XIII.
In any and all claims against an Indemnified Party or Indemnified Parties by an employee of
the Vendor, its subcontractors, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, the indemnification obligation under this Section XIII shall not
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This obligation to indemnify, defend and hold harmless the Indemnified Party and
Indemnified Parties shall survive the expiration or termination of this Agreement provided
that the claims are based upon or arise out of acts or omissions that occurred during the
performance of this Agreement.
XVI. Confidentiality
Vendor acknowledges that it may receive confidential information of the Owner and that it
will protect the confidentiality of any such confidential information and will require any of
its subcontractors, contractors, and/or staff to likewise protect such confidential
information. The Vendor agrees that confidential information it receives or such reports,
information, opinions, or conclusions that Vendor creates under this Contract shall not be
made available to, or discussed with, any individual or organization, including the news
media, without prior written approval of the Owner. Vendor shall exercise reasonable
precautions to prevent the unauthorized disclosure and use of Owner information whether
specifically deemed confidential or not.
Confidential Information shall not include information (a) in the public domain (other than
as a result of a breach of this Agreement), (b) independently developed by Vendor without
reference to the Confidential Information or (c) lawfully known to Vendor through a party
other than the Owner, which party has no duty of confidentiality to the Owner (whether
contractual, fiduciary or legal).
XVII. Bonds
Attorneys-in-fact who sign bonds shall file with the bond a certified copy of their power-
of-attorney to sign such bond. This Certificate shall include date of bond and shall be
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written by a surety company acceptable to the Owner and licensed to do business in the
State of Georgia.
XVIII. Labor
Contractor agrees that where its Work is stopped, delayed, or interfered with by strikes,
slow-downs, or similar interruptions or disturbances (including cases where the
Contractor’s employees are engaged in a work-stoppage solely as a result of a labor dispute
involving Owner or others and not in any manner involving Contractor,) Owner shall have
the rights and remedies provided for in the paragraph regarding default of contractor.
Contractor shall maintain and exercise control over all employees engaged in the
performance of the Work, and Contractor shall, to the extent permitted by law, remove or
cause to be removed from the Project any employee whose presence is detrimental to the
orderly prosecution of the Work. Contractor shall take all necessary steps to restrain and
enjoin any illegal picketing, demonstrating, violence, or similar activity against the
Contractor at the Project.
IN WITNESS WHEREOF, this Contract has been executed by Vendor and Owner as of the dates
written below.
Signature
Signature
Randall Sollie
Typed Name Stephanie Brice
Typed Name
General Manager, Southeast Region
Title Deputy Director
EVP________ Title
12/19/2022
Date 12/19/2022
Date
26-1757145
Vendor’s Federal Employer ID
Business License #
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Contract Attachment A
Disposal Approach
Unit Cost ($)/
Source Location Term (Landfill, Land
Net Ton1
Compost, etc.)
Lime stabilize to Class YR 1 $105.75/ton
Noonday WRF 4 Year Initial Term A and beneficial use Annual CPI2
Lime stabilize to Class YR 1 $105.75/ton
Northwest WRF 4 Year Initial Term A and beneficial use Annual CPI2
1. Weight is that of dewatered biosolids, residual screenings, solids wastes removed from the Source
Location.
2. Unit Costs for Years 3 through 8 based on 3% annual CPI starting at year 2.
Price for landfilling of grit and screenings is $128.05 per ton and is also subject to the annual 3% CPI.
Owner will ensure that the biosolids and other wastes produced under this Agreement are representative
of samples previously provided to Vendor for analysis and that the concentration of selected pollutants
in the residual provided for treatment shall not exceed the Pollutant Concentrations Listed in Table 3,
Georgia Rule 391-6-.17(5). Furthermore, biosolids/wastes will meet standards for hauling and disposal
as defined in EPA SW-846 Test Method 9095B: Paint Filter Liquids Test used to detect the presence of
free liquids. Owner shall notify Vendor of significant changes to the content and makeup of the
biosolids/wastes to the extent Owner becomes aware of such changes and will perform testing from time
to time as required to monitor content of Biosolids.
Owner does not guarantee or provide any warranty regarding the chemical composition of any Biosolids
material or other waste produced under this Agreement, except as expressly provided in the preceding
paragraph. Vendor acknowledges that the nutrient and chemical composition of the Biosolids and other
material produced hereunder will have a higher or lower concentration than represented in the biosolids
analysis performed by Vendor. Owner does not represent or warrant that the Biosolids or other material
produced at any of its facilities under this Agreement can or should be utilized in any particular manner
or for any particular use or purpose.
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Contract Attachment B
Cobb County Request for Proposals, July 15, 2022, with Addenda 1 and 2
Biosolids Handling and Disposal Services
for Noonday and Northwest Water Reclamation Facilities
Program No. C0172
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Addendum No. 1
Request for Proposal
Biosolids Handling and Disposal Services for Noonday and Northwest WRF
Program No. C0172
The following addition/changes modify the RFP Documents for the project Biosolids Handling and
Disposal Services for Noonday and Northwest WRF dated July 15, 2022. The receipt of this
addendum must also be noted in the appropriate location on the proposal form that is submitted to
the Purchasing Department.
1. Question: We respectfully request a 2 week extension on the RFP deadline for the
above referenced RFP? This request is based upon desired further testing on the
biosolids from both Noonday and Northwest. We ask to be allowed to visit Noonday
and Northwest to pull a biosolids sample for further analysis as soon as possible?
Answer: The opening for the above referenced RFP will be extended until August 25,
2022. Deadline for questions will be extended until August 16, 2022.
Replace pages 1 through 9 of the RFP with Addendum No. 1 pages 1 through 9. Please
note the changes in the deadline for questions on page 9 and RFP opening date on
pages 1 and 2.
Sincerely,
Alicia Giddens
Division Manager
cc: Purchasing
Proposal Requirements
I. Introduction
The Cobb County Water System (“Water System”, “System” or “Owner”) operates four water
reclamation facilities (WRFs) that process wastewater collected from the System’s various customers.
The treatment processes generate a substantial quantity of dewatered biosolids (sludge) and other
miscellaneous materials that must be handled and disposed of in a manner that is environmentally
conscientious and consistent with applicable regulations. Currently, dewatered solids from the R.L.
Sutton facility are treated on-site through a lime stabilization process and land applied as a Class A
product. Dewatered solids from the other three (3) WRFs are hauled to various landfills for disposal.
This Request for Proposal (RFP) addresses the Noonday and Northwest WRFs where the applicable
agreements terminate on December 31, 2022.
Solutions other than hauling of dewatered biosolids to appropriate landfills, including additional
processing prior to transport and alternative ultimate disposal options, will also be considered. The Water
System anticipates that this RFP will result in the execution of agreements with one or more firms to
provide related services for a fixed initial period with renewal options. A single arrangement for both
the Noonday and Northwest is acceptable; however, it may prove to be in the Water System’s best
interest to enter into separate agreements for each of the WRFs with one or more service providers.
While a number of potential solutions may be offered by any proposer, it is critical that all
alternatives be fully described, assumptions explained, and proposed pricing detailed. This
solicitation contemplates an initial contract term of four years with four additional one-year
renewals based on anticipated capital projects that would impact the County’s needs (such as
restart of incinerators). Pricing shall be provided for this arrangement, for either or both WRFs,
but other terms/pricing are encouraged and will also be considered.
The successful proposer(s) will be the firm or firms offering the combination of staffing, experience,
approach, financial stability, and pricing which best aligns with the Water System’s need to effectively
manage biosolids.
If your firm is interested in providing the described scope of work, seven hard copies of the
Proposal plus one flash drive containing an identical electronic copy must be received by the
Purchasing Department, 122 Waddell Street NE, Marietta, GA 30060 before 12:00 Noon (local
time) on Thursday, August 25, 2022. No proposals will be accepted after the 12:00 Noon deadline.
After such time on the same day, proposals will be publicly opened and the names of the respondents
announced.
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Each proposal must be submitted in a sealed envelope, addressed to the Owner. The following information
must be clearly displayed on the exterior of the envelope utilizing the sealed proposal label found as
Attachment C near the end of this document:
Project name and program number
Date
The name and address of the Proposer
If forwarded by mail or delivery service, the sealed envelope containing the proposal must be enclosed
in another shipping container (envelope or box) address as specified. A separate sealed proposal label
must be affixed to the outside of the shipping container as well.
Proposals will be acknowledged at 2:00 PM (local time) on Thursday, August 25, 2022, at the offices of
the Purchasing Department, 122 Waddell Street NE, Marietta, GA 30060.
The Contract for this work is subject to the provisions of the Georgia Security and Immigration
Compliance Act (O.C.G.A. § 13-10-91) as outlined below. The Contractor Affidavit and
Agreement (Exhibit A – page 30), signed and notarized by the Proposer, must be submitted with
the Proposal. Proposals received without an executed affidavit will be deemed non-responsive and
will be disqualified from further consideration.
Seven hard copies of the proposal plus one flash drive containing an identical electronic copy must be
submitted to:
Cobb County Purchasing Department
122 Waddell Street NE
Marietta, GA 30060
The requested information shall be included in proffered proposals in the format provided or suggested
by the included “Contractor Qualification Information” and Cost Proposal Form. To be considered
responsive, all proposals must include:
(1) a properly executed “Contractor's Affidavit & Agreement” Form (Exhibit A – page 30, “E-
Verify”),
(2) a brief cover letter or letter of transmittal to summarize the proposer’s interest and relevant
qualifications for the project. The letter should not exceed two pages in length and shall be
signed by an agent of the firm who is authorized to negotiate the details of the proposed
services.
(3) a properly completed Contractor’s Qualification Statement and Proposal Response
(Attachment A), including requested company information, proposed approach to the
project, required financial information, and proposed pricing. Proposer may use the forms
provided or alternative forms, but all requested information should be presented in the
format provided.
In addition, the Proposer may submit a Disadvantaged Business Enterprise (DBE) Identification Form
(Exhibit B), if appropriate.
The successful proposer(s), after completion of the selection process, will be required to provide:
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A pre-proposal meeting will be held at 9:30 a.m. on Tuesday, July 26, 2022 at the Cobb County Water
System Laboratory Training Room located at 662 South Cobb Drive, Marietta, GA 30060.
Attendance is not mandatory but is strongly encouraged.
In addition, should the price of OHDP, as determined by Lower Atlantic (PADDIC), exceed
$6.45/gallon, an adjustment to pricing will be considered. Should the price of OHDP, as determined
by Lower Atlantic (PADDIC), fall below $4.75/gallon, the price will be required to be adjusted to
the Lower Atlantic (PADDIC) current at that time.
VI. Bonds
A performance bond in the amount of $1,000,000.00 shall be required of the successful vendor.
Bonds must be written by a surety company licensed to do business in the state of Georgia, and have a
“Best’s rating of “A ” or better, appear on the current U.S. Treasury Department list of sureties that are
acceptable on bonds for the federal government (circular 570), and have recommended bond limits equal
to or in excess of those required for this project or otherwise be acceptable to the Owner.
Attorneys-in-fact who sign bonds shall file with the bond a certified copy of their power-of-attorney to
sign such bond. This Certificate shall include date of bond and shall be written by a surety company
acceptable to the Owner and licensed to do business in the State of Georgia.
It is the understanding of the Owner that the Proposer has visited the site(s) and has fully informed
himself as to the conditions existing and limitations under which the Work is to be performed. The
Proposer has included in his pricing a sum to cover the cost of items necessary to perform the Work as
set forth. No allowances will be made to a proposer because of lack of such examination or knowledge.
The award of a related contract shall be considered as conclusive evidence that the proposer has made
such examination. Arrangements for examination of the Work site(s) may be made through the Facility
Manager identified in the Source Facilities section of this document.
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Scope of Work
I. Scope of Work
The Owner seeks a Contractor who shall provide disposal services and hauling/transportation functions
on an as needed basis, subject to the following conditions:
b. All Work shall conform (meet or exceed) to applicable Federal, State and local laws, codes
and ordinances as well as all other applicable code requirements including the Americans
with Disabilities Act. The Owner shall have the right to inspect the Work of the Contractor,
or subcontractor, and to determine compliance with the Contract Documents in conjunction
with payments. This inspection is not intended to provide intelligence to the Contractor and
in no way will this inspection relieve Contractor of any responsibility of the current status of
the Work.
c. Service Requirements:
d. Hauling/Transport Requirements:
The Owner seeks a Contractor who shall provide, whether by Contractor’s employees or by
Subcontractor(s), transportation services for hauling dewatered municipal wastewater sludge
and miscellaneous materials to locations as described herein on an as needed basis, subject
to the following conditions:
i. Contractor shall provide tractors, trailers, drivers, and all other equipment and
personnel necessary to meet the hauling requirements of the Owner on a daily
basis.
ii. Contractor’s responsibilities shall include furnishing and maintaining all
equipment, vehicle operations, and support personnel required to support its
operations and to furnish all vehicles and support equipment with fuel.
iii. Contractor shall furnish a sufficient number of large capacity watertight trailers
that are properly equipped and fitted to prevent spillage or drainage of material
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while in transit. Owner’s personnel will load the dewatered biosolids and
miscellaneous materials into the Contractor’s trailers.
iv. Contractor shall furnish an adequate number of trailers to allow Water
Reclamation Facility operations to continue offloading while trailers are in
transit to disposal. A minimum of two (2) empty trailers shall be on site at
each facility at all times to ensure uninterrupted loading by Owner’s
personnel.
v. Contractor shall execute and maintain a hauling schedule necessary to haul all
loaded trailers from WRF(s) into the disposal facility during the operating hours
of the disposal facility.
vi. Contractor shall provide all necessary equipment and drivers to remove loaded
trailers from Water Reclamation Facility site and transport to the approved
disposal facility to prosecute and complete the Work as identified and described
herein.
vii. Contractor’s vehicles and equipment shall be cleaned as often as necessary to
prevent the deposit of material on roadways. This shall include all external
surfaces such as the trailer body, tarps, wheels, and undercarriage.
viii. At no time shall loaded trailers be left on site during the weekend. Trailers
shall be returned to the Owner’s facility empty. If necessary, Contractor shall
utilize a releasing agent applied to the trailers at no additional expense to the
Owner.
ix. Contractor shall have an Emergency Response Plan in place and provide Owner
with a copy of Contractor’s Emergency Response Plan. The Contractor’s
Emergency Response Plan shall utilize an Emergency Response Contractor
responsible for the immediate remediation of any spill that may occur as a result
of the handling of material by the Contractor detailed in the agreement under
Scope of Work. In the event of a spill, immediately after remediation, the
Emergency Response Contractor shall submit to the Owner a copy of a narrative
of the cleanup with details of any remaining actions or contamination.
x. Any spillage that occurs after hauling units are filled and while being
transported by Contractor shall be the responsibility of the Contractor.
Contractor shall immediately and completely remove spilled material and
sanitize location. Any spillage that occurs shall immediately be reported to the
Owner. The Owner reserves the right to inspect and reject all modes of
transportation proposed by the Contractor for maneuvering equipment on site
and for transporting material to disposal site.
xi. Contractor shall supply a minimum of one tractor with automatic transmission
(“Yard Dog”) at each facility to move trailers.
xii. Contractor shall be solely responsible for all maintenance and repairs of his
equipment. Owner shall notify Contractor of any type of mechanical problems
with Yard Dog or trailers. The Contractor is expected to respond within twenty-
four (24) hours and make needed repairs to their equipment. It is imperative that
the Contractor respond timely to prevent any possible delays in processing that
could cause permit violations. Should damage to Contractor’s equipment
become evident, Contractor must notify facilities superintendent or supervisor
within 24 hours of claim. A claim for damages from Contractor to Owner must
be submitted in writing.
xiii. Contractor shall provide initial training to Owner’s personnel, and additional
training for Owner’s new personnel, on request, on how to operate Contractor
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e. Disposal Requirements:
The Contractor shall provide disposal of municipal wastewater biosolids, grit/screenings, and
miscellaneous materials at a Georgia Department of Natural Resources, Environmental
Protection Division (“GA-EPD”) approved disposal facility and/or site, or in a manner
consistent with the requirements of GA-EPD. The facility and/or site shall be specifically
approved to accept the waste as defined in the Agreement under Scope of Work.
i. Landfill Disposal:
In the event that Landfill Disposal is proposed, the following conditions shall
apply:
a. Should the primary disposal site become unavailable for any reason, the
Contractor must provide a pre-approved alternate disposal site that meets all
regulatory requirements that pertain to the primary disposal site.
b. Re-routing of the loads affected shall be implemented immediately with
appropriate changes to the approved manifests.
c. All costs and activities required in obtaining the necessary permits for these
uses and for any re-routing shall be the responsibility of the Contractor.
d. Contractor must provide a capacity affidavit affirming the capacity of the
disposal facility to accommodate the volume of materials to be generated by
this contract for the duration of this contract.
In the event that the Contractor proposes land application, composting or other
alternatives for handling and disposal of the material:
a. Should the primary handling and disposal option become unavailable for
any reason, the Contractor must provide a pre-approved alternate disposal
option that meets all requirements that pertain to the primary disposal site
or to a GA-EPD approved disposal facility.
b. Re-routing of the loads affected shall be implemented immediately with
appropriate changes to the approved manifests.
c. All costs and activities required in obtaining the necessary permits for these
uses and for any re-routing shall be the responsibility of the Contractor.
d. If the alternate disposal site is a landfill, the Contractor must provide a
capacity affidavit affirming the capacity of the disposal facility to
accommodate the volume of materials to be generated by this contract for
the duration of this contract.
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iii. Permits:
In the event that the successful Contractor is unable to obtain the necessary
permits for the start of the Agreement, the County reserves the right to rescind
its Letter of Acceptance and award to the next lowest responsive and responsible
proposer.
Project Manager – The contractor shall designate a project manager who shall be responsible for all
aspects of the execution of this contract herewith. The project manager shall be responsible for the
competent performance of the work and assigned task. The project manager shall have full authority to
act on behalf of contractor and be the liaison between the Owner and Contractor. The Owner will require
the project manager to provide detailed reports as requested.
Actual work schedule at each Facility will be determined by the respective Facility Manager, including
the days and hours specified. However, Contractor operation shall be capable of at least seven (7) days
a week and 24 hours a day continuous duty. Contractor shall have the ability to provide any needed
trailers/drivers for containing material generated to be hauled over any periods that the landfills are not
open for receiving.
Biosolids production details stated herein or from Owner are for the Contractor’s guidance and represent
the general expectations for Biosolids production. All residual screenings, solid wastes and like materials
are part of the Biosolids quantities referenced below. Seasonal variations in biosolids production and
occasional equipment failures will require Contractor to adjust hours of operation to accommodate
hauling schedule based on facility demand.
# Loads 53 52 61 57 55 24 45 42 59 53 33 72 606
Northwest Jan 21 Feb 21 Mar 21 Apr 21 May 21 Jun 21 Jul 21 Aug 21 Sep 21 Oct 21 Nov 21 Dec21 Totals
Biosolids 1,466 1,378 1,493 1,358 1,502 1,160 1,268 1,294 1,425 1,251 1,295 1,413 16,303
Wet Tons
# Loads 63 58 65 62 67 55 56 58 61 60 59 62 726
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V. Biosolids Handling
The average weight of a single trailer is typically twenty (20) tons to twenty-six (26) tons. Noonday
WRF and Northwest WRF may require up to five (5) trailers per day, six (6) days per week. Full
trailers cannot be left on site overnight or on weekends without prior approval by the Facility Manager
and should be removed as soon as possible. Owner requires five (5) trailers to be allocated to each
WRF per day, while maintaining two (2) empty trailers at each WRF at all times to allow for
continuous production at each facility.
Biosolids production is anticipated to range between forty (40) wet tons and one hundred ten (110) wet
tons per day at each facility. Should biosolids production vary from expected values for a period of
more than four (4) weeks, some appropriate adjustment to pricing will be considered if requested.
Contractor shall not have the authority to specify or control operations at any facility.
Biosolids analysis for these facilities are included as Attachment D to this document.
Although the Owner represents that the nature of the dewatered biosolids shall be undigested, primary
secondary biosolids and an analysis of the biosolids is available for review by proposers, the Owner
cannot guarantee or give warranty to the chemical composition of the material. It is possible that the
nutrient and chemical components of the biosolids will have a higher or lower concentration than
represented in the biosolids analysis. The Owner does not warrant or represent that the biosolids
produced at any of its facilities can, or should be, utilized in any particular manner or for any particular
purpose.
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I. Preparation of Proposals
Each proposer shall examine the drawings, specifications, schedule and all instructions. Failure to do so
will be at the proposer’s risk, as the proposer will be held accountable for their proposal response.
Unit price for each quotation shall be shown and such price shall include packing unless otherwise
specified, along with a total and grand total where applicable. In case of discrepancy between a unit
price and extended price, the unit price will be presumed correct.
Each proposer shall furnish all information required by the proposal form or document. Each proposer
shall sign the proposal and print or type his or her name on the schedule. The person signing the proposal
must initial erasures or other changes. An authorized agent of the company must sign proposals.
Requests for Proposals (RFP) issued by Cobb County are advertised on the Cobb County Internet site
(www.cobbcounty.org/purchasing), and on the Georgia Procurement Registry, and every Friday in the
Cobb County legal organ, the Marietta Daily Journal.
II. Delivery
Each proposer should state time of proposed delivery of goods or services. Words such as “immediate”,
“as soon as possible”, etc. shall not be used. The known earliest date or the minimum number of calendar
days required after receipt of order (delivery A.R.O.) shall be stated (if calendar days are used, include
Saturday, Sunday and holidays in the number).
Any explanation desired by a proposer regarding the meaning or interpretation of the Request for
Proposal, drawings, specifications, etc. must be received in writing by 5:00 PM on August 16, 2022 in
order for a reply to reach all proposers before receipt of proposals. Any information concerning an RFP
will be furnished to all prospective proposers as an addendum to the invitation if such information is
necessary or if the lack of such information would be prejudicial to uninformed proposers.
The written proposal documents supersede any verbal or written communication between parties.
Addenda are posted on the Purchasing web site: www.cobbcounty.org/purchasing Receipt of addenda
shall be acknowledged in the submitted proposal. It is the proposer’s ultimate responsibility to ensure
that they have all applicable addenda prior to proposal submittal.
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Addendum No. I
Biosolids Handling and Disposal Services for Noonday and Northwest WRF
Program No. C0I 72
Page 2
Answer: Typical practice is begin loading trailers Sunday afternoon so that the driver(s)
will have a trailer(s) loaded Monday morning. The typical schedule is to process daily
from Sunday through Friday 7:00 AM until 5:00 PM. If we are behind, we will process on
Saturday as well. Although these days and times may represent typical conditions,
processing may be required 24 hours / day, 7 days per week if necessary. As a reminder,
Contractor shall execute and maintain a hauling schedule necessary to haul all loaded
trailers from WRF(s) into the disposal facility during the operating hours of the disposal
facility.
4. Question: Does Cobb County biosolids pass 503 and State requirements for Class B
Biosolids metals, pathogens and vector attraction reduction?
Answer: Cobb County has not performed testing for 503 or testing to meet Class B
requirements for Biosolids from Noonday WRF and Northwest WRF. Cobb County does
have metals results (provided.)
5. Question: Can the County provide analytical results showing Class B requirements are
met?
Answer: Cobb County has not performed these analyses for Biosolids from Noonday
WRF and Northwest WRF, except for metals results (provided.)
6. Question: Does the County currently have permitted land base for Biosolids land
application?
Answer: Cobb County does not land apply Biosolids generated at Noonday WRF and
Northwest WRF. Biosolids from these facilities are disposed of by landfilling.
7. Question: Can the County provide a list of farmers/landowners that may be interested in
receiving their material?
Answer: Cobb County does not have a list of farmers or landowners that may be
interested in receiving biosolids.
Answer: No, Cobb County has not performed these analyses for Biosolids from Noonday
WRF and Northwest WRF.
Contract Attachment C
C-1
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Proposal Submitted by
Submitted to:
Cobb County Purchasing Department
122 Waddell Street NE
Marietta, GA 30060
Submitted by courier
ORIGINAL
Due Date:
August 25, 2022 at 12:00 PM
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DocuSign Envelope ID: DC2ADCC5-5612-43F8-A686-B231500BA86F
STATEMENT OF QUALIFICATIONS
Denali Water has been in the business of providing residuals management services for the last 25
years and employs a number of experts who have been in the residuals management industry since
the 1980s. The Company prides itself in putting the customers’ needs, the environment, and safety first. This
philosophy has been a primary driver for Denali Water’s success as an environmental service company, and it is the
reason Denali Water will continue to be the premier choice for responsive and ethical residuals management
services for public, private, and industrial customers across the US.
History
Denali Water was originally founded as Terra Renewal in 1995. The
original focus of the company was the handling and disposal of
wastewater residuals from industrial plants via land application for
beneficial use as a fertilizer. The focus of the business quickly
expanded to include municipal biosolids, spent fryer oil and grease,
and handling of spent gas and oil exploration and production fluids.
At its peak, it was one of the largest waste companies in the United
States with operations in greater than 20 states and was land applying greater than one billion gallons of wastewater
residuals on over 225,000 acres of farm fields. Ultimately, the company divested of its oil & gas business and its
rendering business (i.e. spent fats and greases). As a result of these divestitures, the name of the company was
changed to Denali Water Solutions.
In many states, Denali Water was an early pioneer in land application permitting process and has led the industry
with safe, responsible management of organic residuals. The Company takes pride in its work and its relationships
with customers and with officials in regulatory agencies across the US. The goal of Denali Water is to continue to
grow and evolve with this ever-changing industry.
In 2016, Denali combined forces with WeCare Organics LLC and formed a subsidiary known as WeCare Denali LLC
which services with mid-Atlantic region on the US, including New York, New Jersey, Maryland, Pennsylvania, and
more. The company is now second largest handler of municipal biosolids in the United States, the largest provider
of industrial food processing residuals management and operates from coast to coast. Denali offers an array of
services including land application, Class A processing, dredging, composting, permitting, mobile dewatering,
outsourced dewatering, geo-textile tube dewatering, lagoon and digester cleanout, and transportation services.
Recent acquisitions have expanded Denali Water’s service offerings in biosolids, green waste, and food waste
composting.
The Denali Team
We believe that we are only as good as our team. Denali has had the same
leadership in place since 2002 and has a seasoned team of industry
veterans and has had limited turnover in its management team for many
years. This is because we foster a culture that makes people proud to say
they work at Denali because of how it treats its employees, customers, and
the community.
Denali Water Solutions | 3308 Bernice Avenue, Russellville, AR 72802 | (479) 498-0500 | www.denaliwater.com
DocuSign Envelope ID: DC2ADCC5-5612-43F8-A686-B231500BA86F
The key personnel working for Denali have a combined 100+ years of experience in the biosolids and residuals
transportation and management industry. Whether it’s a treatment facility producing as little as 300 tons per year
or 150,000 tons per year, our experienced, friendly, and knowledgeable staff has provided years of success and
satisfaction for our clients.
Denali Water Solutions | 3308 Bernice Avenue, Russellville, AR 72802 | (479) 498-0500 | www.denaliwater.com
DocuSign Envelope ID: DC2ADCC5-5612-43F8-A686-B231500BA86F
Denali Water Solutions | 3308 Bernice Avenue, Russellville, AR 72802 | (479) 498-0500 | www.denaliwater.com
DocuSign Envelope ID: DC2ADCC5-5612-43F8-A686-B231500BA86F
Resumes
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JEFFREY J.
LEBLANC
C H I E F GRO WTH O F F I C E R / P R E S I D E N T
PERSONAL PROFILE
Mr. LeBlanc joined Denali Water Solutions LLC, as its President, when it acquired the key assets of WeCare Organics, LLC
in 2016. Mr. LeBlanc is responsible for overseeing all aspects of sales, marketing and business development, as well as
environmental and regulatory compliance. Mr. LeBlanc has played a key role in Denali’s growth, as the industry leader in
recycling of waste and residuals, and as a frequent guest speaker at industry conferences and seminars.
Mr. LeBlanc is focused on Denali’s strategy as a full-service residual management company commissioned to bridge the
gap between the farmer and the environmental community via the operations, management and distribution of residual
based products, such as WeCare Compost®. In addition, Mr. LeBlanc has led the Company’s vision to be the “landfill-
alternative” and has steered the Company’s advancement in managing source separated organics, such as green waste,
food waste, food processing waste and biosolids.
Prior to WeCare Organics, LLC, Mr. LeBlanc had the responsibility of managing a $13,000,000 region servicing over 35
customers in the water and wastewater industry for Waste Stream Environmental, Inc. (WSE). As the General Manager, he
had direct accountability for the profit/loss of the New England Division of WSE. Prior to joining WSE, Mr. LeBlanc was a
Project Development Manager for the BioGro Division of Wheelabrator Water Technologies, Inc., located in Annapolis,
Maryland. In this position, he was responsible for marketing organic waste management services to municipal and industrial
clients throughout the Unit ed States through its IPS Composting Technology.
STEVE HALL
VI CE P RES I DEN T
SA L E S & DE V E L O PM EN T
PERSONAL PROFILE
Steve Hall’s experience in biosolids dates to 1995 when he began with Synagro South in Houston, Texas. Over the next 19
years, he served as Operations Project Manager and Area Sales & Business Development Manager. Since 2006, his
performance in sales growth at Synagro South was outstanding, earning him top salesman of the year awards for five
straight years. Steve joined Denali Water in 2010. He is currently a member of many state associations, including the
Mississippi Water Environment Association, Georgia Association of Water Professionals, Alabama WEA, and Louisiana
WEA. Steve also serves on numerous committees and boards in the industry, including GAWP Biosolids and Residuals
Committee, Mississippi WEA Board of Directors and Mississippi WEA Chair of the Biosolids Committee. He is also a 13-
year veteran of the U.S. Navy.
WORK EXPERIENCE
Vice President of Sales, Southeast Region, Denali Water Solutions LLC 2010 – Current
Responsible for all aspects of current and new business in East U.S., including but not limited to: pricing and cost estimating;
proposal writing and submission; material analysis; project completion management; contract renewals; client retention; and
growth for the entire East Coast.
Area Sales & Business Development, Synagro South LLC 2002 – 2010
Responsible for all aspects of current and new business in Georgia, Alabama and Tennessee, including but not limited to:
pricing module development; proposal writing, submission and delivery; lagoon and digester sampling; determination of the
most economical means of project completion; contract renewals; client retention; aggressive growth; region growth
requirements; Grew area sales from <$1M to $10.6M over a 5-year period. Awarded Top Salesman of the Year Award for
2006, 2007, 2008, 2009 and 2010. Accounted for approximately 25% of the company’s sales revenue in 2007.
CONTACT INFORMATION
Cell: (770) 845-0078 Website: www.denaliwater.com
Email: steve.hall@denaliwater.com Address: 10 Commerce Row NE, Cartersville, GA 30121
RANDY
SOLLIE
GENERAL MANAGER
SOUTHEAST REGION
PERSONAL PROFILE
Randy joined the company in 2014 as Director of Operations for the East Region. He spent 22 years in the agricultural and
trucking industry as owner and operator. He comes to Denali with 13 years of industry experience. Randy began his career
with Synagro Technologies as Project Manager in Mobile, Alabama, which consisted of dewatering and land application.
His responsibilities later expanded to Senior Operations Manager over Mississippi, Alabama, Georgia and Florida. In 2011,
he was promoted to Senior Operations Director supervising all Area Managers as well as local Managers for the South
where he played a crucial role in all dewatering, transportation and land application projects.
WORK EXPERIENCE
General Manager, Denali Water Solutions LLC 2014 – Current
• Serves as the General Manager for the Southeast Region, including overseeing daily operations for all on-
going projects. Works with Sales Team to secure new clients and organize start-up operations for new projects.
• Works with clients, as needed, to troubleshoot issues they have and assist in their daily operational needs. Keeps
employees on task.
• Supervises all Eastern U.S. municipal managers, including coordinating to assure accurate record-keeping and
reporting.
PROJECT EXPERIENCE
Mobile Area Water & Sewer System, Mobile, Alabama 2014 - Present
Operations Manager for Transportation and Land Application project. Project value: $805,000 annually
CONTACT INFORMATION
Cell: (251) 463-3730 Website: www.denaliwater.com
Email: randy.sollie@denaliwater.com Address: 851 Cemetery Road, Wilmer, AL 36587
JEFF
RETZKE
S ENI O R EN V I R ONM E NT A L M A NA GE R
E A S T RE G I O N
PERSONAL PROFILE
Jeff Retzke is a results-driven professional with both sales and technical experience. He communicates ideas clearly and
effectively. Jeff is skilled at driving sales, building relationships, meeting critical deadlines, controlling costs, and consistently
exceeding goals. He brings over 22 years of experience in environmental services and holds a Master of Science in
Environmental Studies. Jeff has also written publications for presentations made at the American Society for Microbiology
meetings, and was awarded a research grant from the U.S. Department of Energy.
WORK EXPERIENCE
Senior Environmental Manager – East Region, Denali Water Solutions LLC 2014 – Current
Primary environmental compliance and land acquisition lead for Denali’s Southeastern region. Develops and implements
business strategies and marketing plans, including identifying customer needs, changing requirements, and proactively
addressing potential problems. Successfully acquires and manages agricultural land for the application of organic and
inorganic residuals for industrial and municipal clients over multiyear contracts.
EDUCATION
Medical University of South Carolina
Master of Science in Environmental Studies - with a concentration in Environmental Microbiology
CONTACT INFORMATION
Cell: (256) 503-4300 Website: www.denaliwater.com
Email: jeff.retzke@denaliwater.com Address: 1001 Fraser Avenue, Huntsville, AL 35801
NICHOLAS L.
MILLER
PR OJ EC T M A N A G E R
PERSONAL PROFILE
Nicholas joined the Denali team as a Project Manager in 2017 with more than 20 years of industry experience. His
leadership and organizational skills are unmatched. More importantly, Nick has managed the lime stabilization efforts for
the City of Atlanta for the past 2 years. This includes logistics, testing, processing, and the beneficial use of the end product.
Nick’s work ethic and commitment to excellence make him an invaluable member of the Denali team.
WORK EXPERIENCE
Operations Manager, Denali Water Solutions LLC 2017 – Current
Nicholas manages various projects located across the state of Georgia. (City of Atlanta, Athens and Dekalb). He has
functioned as the front-line manager handling project objectives as well as managing a team of operators and drivers.
Nicholas has expertise in all land application programs as well as lime stabilization for bio solids for beneficial reuse. He
has led and managed the dewatering process at wastewater and water treatment plants.
CERTIFICATIONS
Class A Commercial Driver’s License
Certified Gypsy Moth Inspector, DER Certified
Completed the Denali Stagen Leadership Course
CONTACT INFORMATION
Cell: (434) 579-0489 Website: www.denaliwater.com
Email: nick.miller@denaliwater.com Address: 30 Fox Glove Drive, Covington, GA 30016
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MATTHEW
MOZINGO
PR OJ EC T M A N A G E R
PERSONAL PROFILE
Matthew Mozingo is the proposed Project Manager for the for the Schwing Bioset Lime Stabilization Biosolids Facility. He
leads the staff through control of process, coordinating trucking, managing staff, and regulatory compliance
WORK EXPERIENCE
Denali Water Solutions LLC, Project Manager, July 2022 -Current- Smyrna, Georgia
Responsible for Control of process in all aspects of composting, managing feedstocks, equipment maintenance,
coordinating trucking, managing staff, regulatory compliance, and certification of monthly DMR reports.
Denali Water Solutions LLC, Project Manager, 2018 -July 2022- Fellsmere, Florida
Responsible for Control of process in all aspects of composting, managing feedstocks, equipment maintenance,
coordinating trucking, managing staff, regulatory compliance, and certification of monthly DMR reports.
Mitchell Technical Services, 2015 – 2018- Brookhaven, Mississippi
Operator for a class IV industrial waste 0.3MGD lakeside oxidation ditch. Operator for a class III municipal waste 0.4MGD
Bio Lac facility. Assisted in operation for a class IV 3MGD lakeside oxidation ditch. Assisted in operation for a class C
drinking water facility. Conducted daily lab work and permit lab work including solids, ammonia, bod, alkalinity, and
fecal coliform. Disinfection experience with 150lb cylinders of chlorine and Sulfur Dioxide as well as UV disinfection.
CERTIFICATIONS
• US Composting Council – Certified Compost Operations Manager (CCOM) – Current
• Mississippi Class IV Wastewater License – Expired
• Mississippi Class C Drinking Water License – Expired
EDUCATION
Mississippi College, Clinton, Mississippi-December 2014
Bachelor of Biological Science
Millsaps College, Jackson, Mississippi- May 2012
Bachelor of Science in Biology
CONTACT INFORMATION
Cell: (228) 861-6290 Website: www.denaliwater.com
Email: matthew.mozingo@denaliwater.com Address: 3308 Bernice Avenue, Russellville, AR 72802
IMMIGRATION COMPLIANCE
CERTIFICATION
Contractor & Subcontractor
(EXHIBIT A-2)
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Attachment A
Attachment A:
I. Contractor
II. Bank Reference
III. Background
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Attachment A
Contractor’s Qualification Statement and Proposal Response
I. CONTRACTOR
III. BACKGROUND
Prior projects with Cobb County: Biosolids Handling and Disposal Services for R. L. Sutton
and South Cobb Water Reclamation Facilities Program No. C0166
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Attachment A:
V. PROJECT MANAGER
Please attach a resume for the Project Manager detailing previous experience on contracts of similar scope and
size and any other relevant experience, education or training which reflects the individual’s qualifications related
to this contract.
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NICHOLAS L.
MILLER
PR OJ EC T M A N A G E R
PERSONAL PROFILE
Nicholas joined the Denali team as a Project Manager in 2017 with more than 20 years of industry experience. His
leadership and organizational skills are unmatched. More importantly, Nick has managed the lime stabilization efforts for
the City of Atlanta for the past 2 years. This includes logistics, testing, processing, and the beneficial use of the end product.
Nick’s work ethic and commitment to excellence make him an invaluable member of the Denali team.
WORK EXPERIENCE
Operations Manager, Denali Water Solutions LLC 2017 – Current
Nicholas manages various projects located across the state of Georgia. (City of Atlanta, Athens and Dekalb). He has
functioned as the front-line manager handling project objectives as well as managing a team of operators and drivers.
Nicholas has expertise in all land application programs as well as lime stabilization for bio solids for beneficial reuse. He
has led and managed the dewatering process at wastewater and water treatment plants.
CERTIFICATIONS
Class A Commercial Driver’s License
Certified Gypsy Moth Inspector, DER Certified
Completed the Denali Stagen Leadership Course
CONTACT INFORMATION
Cell: (434) 579-0489 Website: www.denaliwater.com
MATTHEW
MOZINGO
PR OJ EC T M A N A G E R
PERSONAL PROFILE
Matthew Mozingo is the proposed Project Manager for the for the Schwing Bioset Lime Stabilization Biosolids Facility. He
leads the staff through control of process, coordinating trucking, managing staff, and regulatory compliance
WORK EXPERIENCE
Denali Water Solutions LLC, Project Manager, July 2022 -Current- Smyrna, Georgia
Responsible for Control of process in all aspects of composting, managing feedstocks, equipment maintenance,
coordinating trucking, managing staff, regulatory compliance, and certification of monthly DMR reports.
Denali Water Solutions LLC, Project Manager, 2018 -July 2022- Fellsmere, Florida
Responsible for Control of process in all aspects of composting, managing feedstocks, equipment maintenance,
coordinating trucking, managing staff, regulatory compliance, and certification of monthly DMR reports.
Mitchell Technical Services, 2015 – 2018- Brookhaven, Mississippi
Operator for a class IV industrial waste 0.3MGD lakeside oxidation ditch. Operator for a class III municipal waste 0.4MGD
Bio Lac facility. Assisted in operation for a class IV 3MGD lakeside oxidation ditch. Assisted in operation for a class C
drinking water facility. Conducted daily lab work and permit lab work including solids, ammonia, bod, alkalinity, and
fecal coliform. Disinfection experience with 150lb cylinders of chlorine and Sulfur Dioxide as well as UV disinfection.
CERTIFICATIONS
• US Composting Council – Certified Compost Operations Manager (CCOM) – Current
• Mississippi Class IV Wastewater License – Expired
• Mississippi Class C Drinking Water License – Expired
EDUCATION
Mississippi College, Clinton, Mississippi-December 2014
Bachelor of Biological Science
Millsaps College, Jackson, Mississippi- May 2012
Bachelor of Science in Biology
CONTACT INFORMATION
Cell: (228) 861-6290 Website: www.denaliwater.com
Email: matthew.mozingo@denaliwater.com Address: 3308 Bernice Avenue, Russellville, AR 72802
Attachment A:
Proposer shall describe in detail its approach to the project, either in the space provided below or as a clearly
marked attachment. The description shall provide a concise description of proposed activities such that reviewers
will have a clear understanding of the proposer’s approach. Information provided should include but not be limited
to a description of any additional biosolids processing proposed, primary disposal site(s), and secondary disposal
site(s), along with a discussion of what steps are available to address Owner’s needs in the event that related
regulations are adjusted during the life of the agreement.
Proposer shall provide a copy of the most recent audited financial statement. The financial statement shall
include an Income Statement and Balance Sheet. As an alternative to providing a financial statement, Proposer
may provide the previous three (3) years’ federal tax returns for the firm.
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Denali intends to lime stabilize the dewatered biosolids utilizing the Schwing BioSet Lime Stabilization
process and beneficially use 100% of the Class A biosolids. The process will create an alkaline treated
biosolid that meets the Class A/EQ requirements outlined in U.S. EPA 40 CFR 503 and Georgia Rule 391-3-
6-.17, approved by the Georgia Department of Environmental Protection (GaEPD) Watershed Protection
Branch, and registered with the Georgia Department
of Agriculture. Schwing BioSet brochures are
attached for review. Denali has partnered with
Intertrade Holdings/Copper Hill Industries to aid in
their reclamation of the Copper Hill Superfund
Alternative Approach site in Copper Hill, TN. The
owners of the site are extremely excited to use lime
stabilized Class A biosolids for their reclamation
efforts. They have been using lime stabilized Class B
biosolids for several years with great success. Denali
will operate a temporary lime stabilization facility at
the mine site while the Denali’s Bartow facility is
completing permitting and construction. Dewatered municipal solids from the Noonday and Northwest
facilities will be scaled (weighed) and delivered, via sealed trailer trucks with turnbuckled tailgates and
impermeable tarps, to a completely enclosed ~80’ x 130’ metal building with a concrete floor at the
Copper Hill site. At no point will un-lime stabilized materials be stored outside of the building. The
dewatered material will be loaded into the receiving hopper of the BioSet units. Denali will utilize 2 units
for the stabilization process. There will be 2 lime hoppers to store and distribute the “quick” lime. The
biosolids and lime will be pumped through the BioSet units, and the Class A material will be conveyed into
end dump trailers. Once full, the trailer will be spotted while waiting for transport to the reclamation area
of the mine site. Denali intends to “live” load the Class A into the trailers. An advantage of utilizing
biosolids for mine reclamation is the total number of tons of biosolids per acre permitted under the
Tennessee Department of Environment and Conservation’s (TDEC’s) mine reclamation rate.
Denali has utilized the Schwing BioSet lime stabilization system for the Cobb County R.L. Sutton facility
since March 2022 with wonderful success. The farmers that have been receiving the Class A material have
had only accolades for it. Private farm operators can be provided as references should the County wish.
The Copper Hill mine site has a certified scale that will be used to weigh each load for billing purposes.
The Denali Facility in Bartow County, once completed, will have a certified scale system that will be used
for weighing each in-bound load for billing purposes. These scales will be factory certified and routinely
serviced and calibrated. All documentation on the certification will be kept at the facility office and
available for the County to review at any time.
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Denali has located a site in northern Bartow County and has executed a lease on a 10-acre portion of an
approximately 2000 acre working farm to construct the permanent processing facility. We are currently
in the permitting stage with Ga EPD Water Division and Land Branch. All County zoning ordinances have
been approved. Once completed, the temporary lime stabilization at Copper Hill will cease and all material
will be processed at the Denali facility in Bartow County. The finished Class A product will be distributed
on local farmland in Bartow, Gordon, and Cherokee Counties.
Denali plans to again team with Atomic Transport to provide transportation services. This will provide a
seamless transition as they are currently handling the biosolids for both plants.
One important item that will need to be addressed immediately if Denali is selected is the County will
need to modify the existing Sludge Management Plans (SMPs) for the Noonday and Northwest facilities.
This is the same process
Cobb County completed for
R.L. Sutton in early 2022.
More specifically, the
facility's SMPs must be
amended to allow for the
treatment, via Class A lime
stabilization, of its
dewatered wastewater
treatment residuals at an
off-site facility, with the
ultimate disposal option
being beneficial use. This
can be expedited as we
learned from the City of
Atlanta’s modification to their SMP.
• All material will be agronomically land applied based on guidance and/or requirements set forth
by the Georgia Department of Agriculture and Georgia Environmental Protection Division.
• Denali will assist the County in any State or Federal reporting requirements.
• All records will be retained at the facility and available for review by the County at any time.
Denali is estimating the permanent facility will be fully operational by June 2023. As stated earlier, we
intend to team with Atomic Transport which will allow for a seamless transition as they are the current
hauler. Back up disposal will be at the Murray County Land Fill operated by Capital Waste Services. In
addition to the Murray County site, they also have a land fill located in Rhea County site in Tennessee.
In regard to the interim period, the treatment and beneficial use as a reclamation material at the Copper
Hill mine site will be a wonderful story for Cobb County to tell moving forward. For the County to go from
100% land fill to 100% beneficial use in one year will be something to be extremely proud of.
Once Denali’s permanent facility is operational, all dewatered material will be transported there where it
will be lime stabilized to Class A material and beneficially used throughout farms in counties adjacent to
the metro area.
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Bioset Process
Alkaline Stabilization/Pasteurization - Class ‘A’
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Features
Benefits
The Bioset process achieves Class ‘A’ biosolids via the time vs. temperature equation and pH adjustment per the EPA 503 regulations. Temperature is
achieved through the addition of Quicklime and Sulfamic acid and the high pH is achieved through the addition of the Quicklime. Biosolids and chemicals
are homogenously mixed in a Schwing Bioset twin screw feeder and pumped with a Schwing Bioset piston pump through an insulated reactor.
As the Bioset process is totally enclosed within the reactor the process operates odor free. The reactor discharge provides the only location for gases to
escape and they are easily collected and scrubbed utilizing a small water scrubber. The resulting final product has an odor that is similar to wet-concrete.
Lime Storage
Water Scrubber
Biosolids
Vapor & Odor Recovery Acid Storage Feed Screw
Schwing Bioset
Reactor Piston Pump
Cleanliness
The Bioset process is a clean system to operate as it is totally enclosed
from start to finish. Being totally enclosed prevents dust and odors from
escaping at the inlet, prevents biosolids from spilling during the process,
and allows point source odor capture at the discharge.
No supplemental heat
All of the heat to operate the Bioset process is achieved via chemical
addition. No expensive and maintenance intensive supplemental heat
sources are required.
Odor control
As the Bioset process is contained within the reactor the process operates
odor free. The reactor discharge is where gases are emitted and they are
easily captured at this single point with a small water scrubber. The final
Class ‘A’ material has an odor, due to the high lime content, similar to wet
concrete.
Operating cost
With ever-rising energy costs the Bioset process stands out as the most
economical method of producing Class ‘A’ biosolids as it is not reliant on
auxiliary electrical, steam or thermal oil based heating systems.
Reduced operating costs through PFRP approval
PFRP approval to reduce the operating temperature is possible as the
ammonia that is generated through lime addition is entrained with the bio-
solids inside the reactor and kills the pathogens. The EPA has recognized
this phenomena and has granted site specific approval to reduce operating
temperatures from 158F (70C) to 131F (55C)
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Sliding frame systems, whether used as truck receiving, truck Schwing Bioset, Inc. is a recognized leader in sludge pump tech-
loading, or as intermediate storage, offer a flexible means of nology. SBI units pump dewatered biosolids from Belt Presses,
storing dewatered biosolids while eliminating bridging and sim- Centrifuges, Plate & Frame Presses, and Rotary Presses with dry
plifying maintenance. Available in any capacity, with any number solids content up to 56%. The versatile pumps have been used in
of outlets and material discharge rates, sliding frame technology both large and small wastewater plants since 1984 and remain a
represents the ultimate in design flexibility. preferred technology for conveying dewatered biosolids.
Schwing Bioset’s partnership with Biosolids Distribution Services, an Schwing Bioset's fluid bed dryer offers a thermally efficient means
operating, hauling, and end-use biosolids marketing company, puts of producing dust-free Class ‘A’ biosolids. Automated to allow
Schwing Bioset in a unique position to offer complete solids handling unattended operation, the Fluid Bed dryer operates under com-
solutions in which all equipment, engineering, and distribution of Class pletely inert conditions and, unlike other technologies, it does not
‘A’ biosolids is offered by a single provider. require any recycle of already dried biosolids.
Contact Information
Manufacturing: Sales:
350 SMC Drive 98 Mill Plain Ste. 2A
Somerset, WI 54025 Danbury, CT 06811
TEL 715-247-3433 TEL 203-744-2100
FAX 715-247-3438 FAX 203-744-2837
www.schwingbioset.com
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Please accept this letter as the disposal capacity affidavit affirming that the capacity of the disposal
facility/facilities to accommodate the volume of materials to be generated by this contract for the Cobb
County Sutton and South Cobb Waste Streams at the following landfill facilities:
If there is any additional information you would like, please do not hesitate to call or mail, please contact me
at (423) 315-7742.
Sincerely,
Paul Marks
Area General Manager – Post Collections
Capital Waste Services
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Opinion
We have audited the accompanying consolidated financial statements of Denali Water Solutions, LLC and
its subsidiaries (the “Company”), which comprise the consolidated balance sheet as of January 1, 2022, and
the related consolidated statements of operations, changes in members’ equity, and cash flows for the
period from January 1, 2021 to January 1, 2022, including the related notes (collectively referred to as the
“consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of January 1, 2022, and the results of its operations and its cash
flows for the period from January 1, 2021 to January 1, 2022 in accordance with accounting principles
generally accepted in the United States of America.
We conducted our audit in accordance with auditing standards generally accepted in the United States of
America (US GAAS). Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
required to be independent of the Company and to meet our other ethical responsibilities, in accordance
with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in the United States of America,
and for the design, implementation, and maintenance of internal control relevant to the preparation and
fair presentation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as
a going concern for one year after the date the financial statements are available to be issued.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and
therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a
material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a
substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a
reasonable user based on the financial statements.
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● Exercise professional judgment and maintain professional skepticism throughout the audit.
● Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, and design and perform audit procedures responsive to those risks.
Such procedures include examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements.
● Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is
expressed.
● Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
consolidated financial statements.
● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern for a
reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit, significant audit findings, and certain internal control-related
matters that we identified during the audit.
Tulsa, Oklahoma
May 27, 2022
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Assets
Current Assets
Cash $ 850,974
Accounts receivable, net of allowance of $341,980 48,099,217
Contract assets 649,146
Inventories 7,741,322
Prepaid expenses and other 4,016,540
Total current assets 61,357,199
Property and Equipment, Net 97,215,148
Other Assets
Goodwill, net 121,037,188
Intangible assets, net 34,675,443
Total other assets 155,712,631
Total assets $ 314,284,978
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Operating Activities
Net loss $ (24,505,731)
Items not requiring (providing) cash
Depreciation 13,216,499
Amortization 20,922,418
Gain on sale of property and equipment (67,559)
Loss on investment in affiliate 92,665
C hanges in
Accounts receivable (12,955,258)
Contract assets (255,505)
Inventories (80,606)
Accounts payable and accrued expenses (313,866)
Receivable from affiliate 327,433
Due to affiliates, net 27,402,495
Prepaid expenses and other (1,379,203)
Net cash provided by operating activities $ 22,403,782
Investing Activities
Purchase of property and equipment $ (22,206,549)
Proceeds from sale of property and equipment 601,978
Acquisition of cash from Jesse Baro, Inc. 26,021
Acquisition of cash from New Earth, LLC 627,297
Net cash used in investing activities $ (20,951,253)
Financing Activities
Payments on notes payable $ (1,837,511)
Net cash provided by (used in) financing activities $ (1,837,511)
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which is based upon a review of outstanding receivables, historical collection information and
existing economic conditions. Accounts receivable are ordinarily due 30 to 90 days after the
issuance of the invoice. Delinquent receivables are written off based on individual credit evaluation
and specific circumstances of the customer. During the period ending January 1, 2022, bad debt
expense related to doubtful accounts receivable, where collectability is not reasonably assured,
was $58,637. The Company extends unsecured credit to its customers. Credit extended to a single
customer did not exceed 10% percent of accounts receivable at January 1, 2022.
Contract Assets
Service contracts commonly include retention provisions to provide assurance to the customer that
the Company’s performance obligations are satisfied. Retention amounts for which the Company’s
right to payment is subject to other conditions, such as future performance or achievement of
contractually stated milestones, are included in contract assets.
Inventories
Inventories consist of compost, engineered soils and mulch and are valued at the lower of cost or
net realizable value using the average cost method.
Investment in Affiliate
During the fiscal year, the Company divested of its investment in a 50-percent owned affiliate,
Denali ROI. The Company recorded a net loss on disposition of $92,665 for the period ended
January 1, 2022 which was recorded in “Other income, net” on the consolidated statement of
operations.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is charged to
expense on the straight-line basis over the estimated useful life of each asset. Assets under capital
lease obligations and leasehold improvements are amortized over the shorter of the lease term or
respective estimated useful lives. Property and equipment acquired in transactions qualifying as
business combinations are initially recorded at fair value. Estimated useful lives by asset class are
as follows:
Machinery and equipment 3–7 years
Buildings 20 years
Land Improvements 15 years
Goodwill
The Company has elected the private company accounting alternative for identifiable intangible
assets in a business combination. Under this alternative, certain customer-related intangible assets
and noncompetition agreements are subsumed into goodwill and are no longer required to be
recognized separately in the accounting for a business combination. The Company also elected the
private company accounting alternative for amortizing goodwill. Under this alternative, goodwill
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is amortized on a straight-line basis over 10 years. The Company tests goodwill for impairment at
each fiscal year end.
In testing goodwill for impairment, the Company has the option first to perform a qualitative
assessment to determine whether it is more likely than not that goodwill is impaired or the
Company can bypass the qualitative assessment and proceed directly to the quantitative test by
comparing the carrying amount, including goodwill, of the Company with its fair value. The
goodwill impairment loss, if any, is measured as the amount by which the carrying amount of the
Company, including goodwill, exceeds its fair value. Subsequent increases in goodwill value are
not recognized in the consolidated financial statements.
Intangible Assets
Intangible assets with finite lives include various tradenames and environmental permits.
Tradenames are being amortized on the straight-line basis over 5 to 19 years and environmental
permits are being amortized on the straight-line basis over 5 years. Such assets are periodically
evaluated as to the recoverability of their carrying values.
Long-lived Asset Impairment
The Company evaluates the recoverability of the carrying value of long-lived assets whenever
events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset
is tested for recoverability and the undiscounted estimated future cash flows expected to result
from the use and eventual disposition of the asset is less than the carrying amount of the asset, the
asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which
the carrying amount of a long-lived asset exceeds its fair value. No asset impairment was
recognized during the period ending January 1, 2022.
Due to Affiliates, Net
Due to affiliates, net primarily consists of amounts owed to and receivable from affiliated
companies for various transactions paid on behalf of the Company by the affiliates or paid on
behalf of the affiliates by the Company.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the
Company’s customers, in an amount that reflects the consideration that it expects to be entitled to
in exchange for those goods or services. The amount and timing of revenue recognition varies
based on the nature of the goods or services provided and the terms and conditions of the customer
contract. See Note 7 for additional information about the Company’s revenue.
Taxes Collected from Customers and Remitted to Governmental Authorities
Taxes collected from customers and remitted to governmental authorities are presented in the
accompanying consolidated statements of operations on a net basis.
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Income Taxes
The Company’s members have elected to have the Company’s income taxed as a partnership under
provisions of the Internal Revenue Code and a similar section of the state income tax law.
Therefore, taxable income or loss is reported to the individual unitholders for inclusion in their
respective tax returns and no provision for federal and state income taxes is included in these
consolidated financial statements.
Note 2: Inventories
Inventories at January 1, 2022 consisted of the following:
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Intangible amortization expense for the period ending January 1, 2022 was $20,922,418 and was
recorded in “Operating and Other Administrative Expenses” on the consolidated statement of
operations. Estimated amortization expense for each of the following five years is:
2022 $ 21,471,278
2023 $ 21,471,278
2024 $ 21,471,278
2025 $ 16,290,305
2026 $ 15,330,107
The changes in the carrying amount of goodwill for the period ending January 1, 2022, were:
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Notes payable have interest rates ranging from 2.99% to 6.59% and mature from May 2022 to
January 2027. Capital leases have interest rates ranging from 3.99996% to 6.5% and have terms
which expire between February 2022 to May 2025.
Aggregate annual maturities of long-term debt and payments on capital lease obligations at
January 1, 2022 are:
Property and equipment include the following equipment under capital lease at January 1, 2022:
Equipment $ 1,934,869
Less accumulated depreciation (133,624)
$ 1,801,245
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2022 $ 4,543,990
2023 3,030,713
2024 1,746,194
2025 1,073,030
2026 564,542
$ 10,958,469
The nature, amount, timing and uncertainty of revenue and cash flows are affected by the
Company’s line of business that provided the service and the customer’s line of business.
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Contract Balances
The following table provides information about the Company’s receivables and contract assets
from contracts with customers:
Significant Judgements
For contracts where control is transferred over time, the Company recognizes revenue over time
as progress is made toward satisfying the performance obligations of each contract. The Company
measures a contract’s progress for labor and services contracts over time as phases of the contract
are complete. The Company measures service agreements over time based on hours incurred.
Accounting Policies and Practical Expedients
For shipping and handling activities, the Company is applying an accounting policy election to
account for shipping and handling activities as fulfillment activities rather than a promised good
or service when the activities are performed, even if those activities are performed after the control
of the good has been transferred to the customer. Therefore, the Company expenses shipping and
handling costs at the time revenue is recognized. The Company classifies shipping and handling
in operating and other administrative expenses in the consolidated statement of operations.
The Company is also applying an accounting policy election to exclude from revenue any amounts
collected from customers on behalf of third parties, such as sales taxes and other similar taxes the
Company collects concurrent with revenue-producing activities. Therefore, revenue is presented
net of sales taxes and similar revenue-based taxes.
For incremental costs of obtaining a contract, the Company elected a practical expedient, which
permits an entity to recognize incremental costs to obtain a contract as an expense when incurred
if the amortization period is less than one year.
For significant financing components, the Company elected a practical expedient, which allows an
entity to recognize the promised amount of consideration without adjusting for the time value of
money if the contract has a duration of one year or less, or if the reason the contract extended
beyond one year is because the timing of delivery of the product is at the customer’s discretion.
As the Company’s contracts are typically less than one year in length and do not have significant
financing components, revenue has not been presented on a present value basis.
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of employees’ salary deferral amounts over 3%, but not over 5% of employees’ compensation.
The Company’s matching contribution to the plan for the period ending January 1, 2022, was
$1,493,670.
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value of the net identifiable tangible and intangible assets acquired, and the excess was recorded
as goodwill.
The following table summarizes the consideration paid for Jesse Baro and the fair value of the
assets acquired and liabilities assumed recognized at the acquisition date.
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recycling, volumetric scanning, fundraising, and organic waste recycling. As a result of this
acquisition, WeCare Denali has an opportunity to grow its organic waste management business
through composting production, sale of bagged products, and co-packaging and freight sales.
In connection with the transaction, WeCare Denali incurred $522,078 of third-party acquisition-
related costs which are included in “Operating and Other Administrative Expenses” in the
consolidated statement of operations.
The acquisition has been accounted for as a business combination using the acquisition method of
accounting with the assets acquired and liabilities assumed measured at their fair values as of the
acquisition date, primarily using Level 3 inputs. The purchase price exceeded the estimated fair
value of the net identifiable tangible and intangible assets acquired, and the excess was recorded
as goodwill.
The following table summarizes the consideration paid for New Earth and the fair value of the
assets acquired and liabilities assumed recognized at the acquisition date.
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The goodwill of $21,257,646 arising from the acquisition consists largely of customer
relationships and the synergies and economies of scale expected from combining the operations of
WeCare Denali and New Earth. Of that amount, the entire amount is expected to be tax deductible.
Recyc Systems Southeast, LLC
On January 21, 2021, the Company acquired 100% of the issued and outstanding membership
interests of Recyc Systems Southeast, LLC (“Recyc”), a provider of transportation and land
application services for industrial food processing residuals and municipal biosolids predominantly
in Alabama and Georgia. Recyc Systems has over 25 years of experience in biosolid production,
tracking, transportation, disposal, and land application and a respected reputation in regulatory
compliance.
In connection with the transaction, the Company incurred $71,892 of third-party acquisition-
related costs which are included in “Operating and Other Administrative Expenses” in the
consolidated statement of operations.
The acquisition has been accounted for as a business combination using the acquisition method of
accounting with the assets acquired and liabilities assumed measured at their fair values as of the
acquisition date, primarily using Level 3 inputs. The purchase price exceeded the estimated fair
value of the net identifiable tangible and intangible assets acquired, and the excess was recorded
as goodwill.
The following table summarizes the consideration paid for Recyc and the fair value of the assets
acquired and liabilities assumed recognized at the acquisition date.
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was not released at closing due to uncompleted lagoon work on acquired property. The payment
was released as of January 1, 2022 and was paid by the Company’s parent, Dispatch Holdings.
The fair value of the assets acquired includes receivables with a fair value of $690,760. The gross
amount due under the contract is $690,760, of which the entire amount is expected to be collectible.
The goodwill of $13,010,620 arising from the acquisition consists largely of customer
relationships and the synergies and economies of scale expected from combining the operations of
the Company and Recyc. Of that amount, the entire amount is expected to be tax deductible.
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types of leases for consolidated statement of operations recognition purposes: operating leases and
finance leases. Operating leases will result in the recognition of a single lease expense on a straight-
line basis over the lease term similar to the treatment for operating leases under existing standards.
Finance leases will result in an accelerated expense similar to the accounting for capital leases
under existing standards. The determination of lease classification as operating or finance will be
done in a manner similar to existing standards. The new standard also contains amended guidance
regarding the identification of embedded leases in service contracts and the identification of lease
and nonlease components in an arrangement. The new standard is effective for annual periods
beginning after December 15, 2021, and any interim periods within annual reporting periods that
begin after December 15, 2022. The Company is evaluating the effect the standard will have on
the consolidated financial statements; however, the standard is expected to have an effect on the
consolidated financial statements due to the recognition of additional assets and liabilities for
operating leases.
Note 14: Subsequent Events
On April 14, 2022, the Company acquired the assets of Tribeca Transport, LLC (“Tribeca”), a
company that manages organic waste in Washington and Oregon, for approximately $6,097,159,
net of customary closing adjustments. The payment at closing, after adjustments, is estimated to
be $4,634,074. Based in Woodland, Washington, Tribeca handles transportation and land
application services for biosolids generated by industrial food processors and municipal
wastewater treatment facilities. Its operations stretch from Seattle, Washington to Eugene, Oregon
along the Interstate 5 corridor. Tribeca holds permits for more than 160,000 acres for land
application, a process that recycles waste and provides agricultural producers with a valuable soil
amendment. It also works with food processors to generate electricity with digested waste.
The Company evaluated subsequent events through May 27, 2022, which is the date these
consolidated financial statements were available to be issued.
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Attachment A:
Addenda Acknowledgment
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DocuSign Envelope ID: DC2ADCC5-5612-43F8-A686-B231500BA86F
DocuSign Envelope ID: DC2ADCC5-5612-43F8-A686-B231500BA86F
Organizational Chart
Organizational
The Denali/Lewis Joint Venture Chart
Record Tracking
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12/2/2022 2:35:12 PM contracts@denaliwater.com
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