HomeMy WebLinkAbout1224*Max West,City of Winter SpringsINTERLOCAL AGREEMENT FOR LONG TERM TREATMENT
AND USE OF BIOSOLIDS BETWEEN
CITY OF SANFORD AND CITY OF WINTER SPRINGS
WITNESSETH
THIS AGREEMENT is made and entered into this � day of _- 4-rJ ,-2ef, -zO l V
by and between the CITY OF SANFORD, a Florida municipal corporation, whose
mailing address is Post Office Box 1788, Sanford, Florida 32772 -1788,
hereinafter referred to as " SANFORD" and the CITY OF WINTER SPRINGS, a
Florida municipal corporation, whose mailing address is 1126 East State Road
434, Winter Springs, FL 32708, hereinafter referred to as "WINTER SPRINGS ".
WHEREAS, The City of Sanford has made substantial investments to
improve the quality of wastewater treatment at its South Water Resources
Center; AND
WHEREAS, these improvements include a digester, belt filter press,
biosolids drying system, and waste to renewable energy gasification system
manufactured by MaxWest Environmental Systems, Incorporated; AND
WHEREAS, the biosolids drying system originally was designed to utilize
natural gas, an expensive and price - volatile non - renewable fossil fuel; but due to
the installation of the MaxWest System, the drying system will be powered by
thermal (heat) energy, a renewable fuel source at a less expensive and fixed
cost; AND
WHEREAS, the MaxWest System, after extracting usable energy,
converts biosolids into a small amount of inert, mineralized residual ash; AND
WHEREAS, the City of Sanford entered a Public /Private Partnership
wherein MaxWest designed, built, financed, and will operate the gasification
system; AND
WHEREAS, the Public/Private Partnership allows for the treatment of
additional wastes utilizing the excess capacity of Sanford's digester, belt press,
drying system, and MaxWest System; AND
WHEREAS, City of Winter Springs currently contracts for disposal of its
biosolids by land application accomplished through truck hauling these noxious
wastes to distant locations; AND
WHEREAS, The Florida Department of Environmental Protection and the
Federal Environmental Protection Agency discourage land application of
biosolids because this unsustainable method of disposal adds nutrients to soils,
may release into the atmosphere methane, a green house gas; and may deposit
metals, hormones, endocrine disruptors, synthetic organic chemicals, flame
retardants, pharmaceuticals, and pathogens, the effects of which are unknown;
AND
WHEREAS, in addition to increased State and Federal regulation of
biosolids disposal, many local jurisdictions have enacted ordinances prohibiting
land application of biosolids, making it more difficult and expensive to find land
application sites; AND
WHEREAS, the City of Winter Springs desires to dispose of its biosolids in
a responsible manner that contributes to the goals and objectives of sustainability
by fostering environmental, economic, and quality of life benefits; AND
WHEREAS, the City of Winter Springs, after due diligence, has
determined that entering into collaborative arrangements with the City of Sanford
and MaxWest Environmental Systems will produce the benefits of sustainability,
AND
WHEREAS, the City of Winter Springs has the opportunity in accordance
with this agreement to dispose of its biosolids by entering into a twenty (20) year
contract with MaxWest Sanford, LLC that will fix disposal cost with no capital
investment by the City of Winter Springs, while achieving the benefits of a
sustainable biosolids disposal solution;
NOW, THEREFORE, in consideration of the mutual promises, covenants
and agreements herein contained, and of other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1.0 Recitals
The recitals set forth above are true and correct and form a material part
of this Agreement upon which the parties have relied.
2.0 Contracts
City of Sanford has entered an agreement dated March 24, 2008 entitled
Biosolids Conversion and Thermal Energy Purchase Agreement and the
First Amendment to the agreement wherein MaxWest- Sanford, LLC
operates the City of Sanford's Digester, Belt Press, and Fenton Dryer and
owns and operates the MaxWest Gasification System. The Agreement
allows for the joint marketing of excess capacity in the Biosolids handling
facilities to other entities to fully utilize the capacity of the facilities. The
City of Sanford agrees to allow the City of Winter Springs to become a
part of this beneficial Public/Private venture wherein the City of Winter
Springs can enter an agreement with MaxWest- Sanford, LLC to process
and dispose of their Biosolids at the Sanford South Water Resource
Center.
2
2.1 Exhibit A contains an Agreement which the City of Winter Springs
shall execute with MaxWest- Sanford, LLC allowing the City of
Winter Springs to become a part of the Public/Private Venture
between the City of Sanford and MaxWest- Sanford, LLC. The City
of Sanford consents to the parties executing this agreement.
3.0 Permitting
Sanford has obtained a Permit from FDEP attached as Exhibit B. This
permit allows Sanford to accept and treat biosolids at the Sanford South
Water Resources Center.
4.0 Cooperation
To facilitate performance under this Agreement, the parties agree that
they shall provide full cooperation and assistance to each other and the
officers, agents, and employees of the other parties.
5.0 Administrative Agent
The Utilities Director is designated as the party to administer this
Agreement by and though its departments, officers, consultants, and
independent contractors.
6.0 Employee Status
Persons employed by a party hereto in the performance of services and
functions pursuant to this Agreement shall have no claim to pension,
worker's compensation, unemployment compensation, civil service or
other employee rights or privileges granted by operation of law or by
another party to its officers and employees.
7.0 Governing Law
This Agreement shall be governed and construed in accordance with the
laws of the State of Florida and the parties consent to venue in the Circuit
Court in and for Seminole County, Florida, as to State actions and the
United States District Court for the Middle District of Florida as to federal
actions.
8.0 Headings
All sections and descriptive headings in this Agreement are inserted for
convenience only, and shall not affect the construction or interpretation
thereof.
9.0 Force Majeure
In the event any party hereunder fails to satisfy a requirement imposed by
this Agreement in a timely manner, due to a hurricane, flood, tornado, or
other Act of God or force majeure, then said party shall not be in default
3
hereunder; provided, however, that performance shall recommence upon
such event ceasing its effect.
10.0 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and the successors in interest, transferees, and assigns of
the parties.
11.0 Assignment
This Agreement shall not be assigned by either party without the prior
written approval of the others which shall not be unreasonably withheld.
12.0 Exhibits
All exhibits to this Agreement shall be deemed to be incorporated into this
Agreement as if fully set forth verbatim into the body of the Agreement.
13.0 Public Records
Each party shall allow public access to all documents, papers, letters or
other materials which have been made or received in conjunction with this
Agreement in accordance with Chapter 119, Florida Statutes.
14.0 Equal Opportunity Employment
It is not anticipated that the parties will be required to hire any employees
to perform work contemplated by this Agreement, but, if such employment
occurs, the parties agree to not discriminate against any employee or
applicant for employment for work under this Agreement because of race,
color, religion, sex, age, or national origin and to affirmative steps to
ensure that applicants are employed and employees are treated during
without regard to race, color, religion, sex, age, or national origin. This
provision shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment advertising; layoffs or
termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.
15.0 Conflict of Interest
The parties agree to take no action or engage in any conduct that would
cause an officer or employee to have a conflict of interest or violate any
law relating to the ethical conduct of government offices and employees,
or otherwise create a conflict of interest as defined by Chapter 112,
Florida Statutes, to exist or occur in the performance of its obligations
pursuant to this Agreement.
16.0 Compliance with Laws and Regulations
In performing pursuant to this Agreement, the parties shall abide by all
statutes, ordinances, rules, and regulations pertaining to, or regulating, the
acts contemplated to be performed herein, including those now in effect
4
and hereafter adopted. Any material violation of said statutes, ordinances,
rules or regulations, shall constitute a material breach of this Agreement
and entitle the non - violating parties to terminate this Agreement
immediately upon delivery of written notice of termination to the violating
party.
17.0 Notices
Whenever a party desires to give notice unto the others, notice may be
sent to:
For Sanford: City Manager
Post Office Box 1788
Sanford, FL 32772 -1788
For Winter Springs: City Manager
1126 East State Road 434
Winter Springs, FL 32708
Any party may change, by written notice as provided herein, the address
or person for receipt of notices.
18.0 Indemnity and Insurance
18.1 Each party to the Agreement is responsible for all personal injury
and property damage attributable to the negligent acts or omissions
of that party and the officers, employees and agents thereof.
18.2 To the extent permitted by law, each party to this Agreement shall
indemnify, save and hold harmless the other party and all of its
respective officers, agents, and employees from and against all
losses and all claims, demands, payments, suits, actions,
recoveries, and judgments of every natures and description
whatsoever, including claims for property damage and claims for
injury to or death of persons brought or recovered against the other
party to this Agreement by reason of any act or omission of the
responsible party, its respective officers, agents, subcontractors or
employees, in the execution of the work relating to this Agreement.
18.3 The parties further agree that nothing contained herein shall be
construed or interpreted as denying to any party any remedy or
defense available to such parties under the laws of the State of
Florida, nor as a waiver of sovereign immunity of the City beyond
the waiver provided for in Section 768.28, Florida Statutes.
18.4 Each party shall provide necessary workers compensation
coverage and unemployment compensation for its employees.
5
19.0 Expenses of Enforcement
Should a party incur any expenses in enforcing any covenants, terms, or
conditions of this Agreement, the party in default shall pay to the other all
expenses so incurred, including reasonable attorney's fees.
20.0 Remedies
Each party shall have any and all remedies as permitted by law; provided,
however, that the parties agree to provide for positive dialogue and
communications if disputes or disagreements arise as to the interpretation
or implementation of this Agreement.
21.0 Counterparts
This Agreement may be executed in any number of counterparts each of
which, when executed and delivered, shall be an original, but all
counterparts shall together constitute one and the same instrument.
22.0 Severability
If any part of this Agreement is found invalid or unenforceable by any
Court, such invalidity or unenforceability shall not affect the other parts of
this Agreement of the rights and obligations of the parties contained herein
are not materially prejudiced and if the intentions of the parties can
continue to be effected. To that end, this Agreement is declared
severable.
23.0 Effect/Entire Agreement
23.1 This Agreement constitutes the entire agreement of the parties and
supersedes all previous discussions, understandings and
agreement, verbal or written, between the parties relating to the
subject matter hereof, and may not be modified or amended except
by a written instrument equal in dignity herewith and executed by
the parties to be bound thereby.
23.2 No waiver or consent to any departure from any term, condition, or
provision of this Agreement shall be effective or binding upon any
party hereto unless such waiver or consent is in writing, signed by
an authorized officer of the party giving the same and delivered to
the other party.
24.0 Effective Date
This Agreement shall take effect on the date that this Agreement is fully
executed by the parties hereto.
** *Signatures on the following page*
T
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement for the purpose herein stated on the date first above written.
ATTEST:
Janet R. Dougherty Cle
� ��
ATTE7T:
Andrea Lorenzo - Luaces
City Clerk
City of Sanford
Linda Ku �Mayor ,
Date: / - 'R e - 'Q6 to
City of Winter Springs
By:
Kevin L. mith
City Manager
Date: Z 1, 1 t a
J: \M13302.001 \Contract \Winter SpringsYNTERLOCAL AGREEMENT 4 FOR LONGTERM TRMT- Winter Springs 12-3 -
09.doc
7