1460 Interlocal Agreement with City of Ocoee - BioSolids�87a�q
UTILITY DEPARTMENT
TRANSMITTAL MEMORANDUM
To: City Clerk
RE: Request for Services
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
❑ Development Order
❑ Final Plat (original mylars)
❑ Letter of Credit
❑ Maintenance Bond
❑ Ordinance
❑ Performance Bond
❑ Resolution
16441 4-r7
Once completed, please:
❑ Return original
❑ Return copy
Special Instructions:
Sol
Mayor's signature
Recording
Rendering
Safe keeping (Vault)
Lv��h ci i' of GCS /_•c
Please advise if you have any questions regarding the above.
Thank you!
From
TADept_ forms \City Clerk Transmittal Memo - 2010.doe
Date
INTERLOCAL AGREEMENT FOR LONG TERM TREATMENT
AND USE OF BIOSOLIDS BETWEEN
CITY OF SANFORD AND CITY OF OCOEE
WITNESSETH
THIS AGREEMENT is made and entered into this ` day of Q , 2011,
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 OCOEE, a Florida
municipal corporation, whose mailing address is 1800 A.D. Mims Road, Ocoee,
FL 34761 -4001, hereinafter referred to as "OCOEE ".
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 Ocoee 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
Federai 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 Ocoee 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 Ocoee, 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 Ocoee has the opportunity in accordance with this
agreement to dispose of its biosolids by entering into a contract with MaxWest
Sanford, LLC that will fix disposal cost with no capital investment by the City of
Ocoee, 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 owns and
operates the Dryer and 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 Ocoee to become a part of this
beneficial Public /Private venture wherein the City of Ocoee can enter an
agreement with MaxWest- Sanford, LI_C to process and dispose of their
Biosolids at the Sanford South Water Resource Center.
2.1 Exhibit A contains an Agreement which the City of Ocoee shall
execute with MaxWest - Sanford, LLC allowing the City of Ocoee 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 Sanford 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 other party
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
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
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 Ocoee: City Manager
150 North Lakeshore Drive
Ocoee, FL 34761 -2223
With Copy to: Utilities Director
1800 A.D. Mims Road
Ocoee, Fl_ 34761 -4001
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.
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.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement for the purpose herein stated on the date first above written.
CITY:
CITY OF SANFORD, FLORIDA
0
ATTEST:
Q, A&2� - -
Janet R. Dougherty, Cvity Clerk
(SEAL)
CITY:
CITY OF OCOEE, FLORIDA
By:
S. Scott Vandergrift, Mayor
ATTEST:
��F Miu- M��
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING
APPROVED AS Tq FORM AND HELD ON N.2ypcn L-:- I , 2011
L EGALITY this day of UNDER AGENDA ITEM NO. Li
--20—V .
FOLEYJ LARDNER LLP
By:
l&41 �,gWr
City Attorney
For use and reliance of the
Sanford City Commission only.
Approved as to form and legality.
William L. Colbert, City Attorney
J: \M13302.001 \Contract \Ocoee \iNTERLOCAL AGREEMENT 4 FOR LONGTERM TRMT -Ocoee 9- 23- 11.doc
7
Exhibit A
BIOSOLIDS DISPOSAL AGREEMENT
THIS BIOSOLIDS DISPOSAL AGREEMENT (the "Disposal Agreement ") is made and entered into
this , 2011 by MAXWEST- SANFORD, LLC, a Florida limited liability company
(herein "Seller "), and the CITY OF OCOEE (herein "Buyer ").
RECITALS.
WHEREAS, Seller owns and operates a gasification system at the Sanford South Water Resources
Center in Sanford, Florida; and
WHEREAS, Seller has a contract with the City of Sanford (the "Energy Agreement") to gasify the City's
biosolids and supply energy to operate the Biosolids Dryer; and
WHEREAS, in accordance with the Energy Agreement, Seller can enter into agreements with private or
public entities to accept and process additional fuel sources in the gasification system; and
WHEREAS, Buyer, as public entity that produces biosolids from wastewater treatment activities, desires
to enter into a contract with Seller for the disposal of said biosolids; and
WHEREAS. Buyer and Seller realize the potential benefit for both parties for a possible future joint
facility located on Buyers Site.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties above
named hereby agree as follows:
1.0 Recitals. The foregoing recitals are incorporated herein by reference as though fully set forth below.
2.0 Seller Responsibilities. The Seller agrees to undertake the following obligations pursuant to this
Disposal Agreement.
2.1 Seller will provide Buyer disposal services for biosolids delivered to the Seller's gasification
facility located at the City of Sanford South Water Resources Center.
2.2 Seller will treat and dispose of approximately 40 tons per week of biosolids. Seller shall be
responsible for operating belt filter press.
2.3 Seller will supply Dewatering Operator to operate Buyer's belt filter press for an estimated 15
hours per week for an initial term of 26 weeks. The Buyer can extend the dewatering
services for additional 26 week terms not to exceed the expiration date of this contract. The
Dewatering Operator will be an employee of Seller and will act under Seller's supervision and
direction. The services provided by the Dewatering Operator are included in the contract
price.
2.4 Seller shall periodically sample the biosolids for compliance with the chemical characteristics
as shown in the Specifications Table attached hereto as Exhibit A and shall have the right to
reject any loads which do not generally comply with the characteristics outlined in Exhibit A.
Seller will sample on a daily basis or each truck load to establish the average monthly percent
solids for billing as shown in the table in Section 3.3.
2.5 Seller does hereby agree to provide transportation services to Buyer and Buyer does hereby
agree to hire from Seller the following described transportation service:
1. Transportation services for biosolids generated at Buyer's
facilities.
2. Adjustments to this contract must be based on the Consumer Price Index (CPI).
3. Increase /decrease mileage to disposal sites may be considered.
4. Increase /decrease mileage may be considered due to regulatory rule changes
that may significantly affect the disposal of residuals.
5. Other potential causes for adjustment may be brought up for negotiation with
Buyer.
6. When Seller supplies the Dewatering Operator, there will not be fuel
surcharges.
2.6 Fees for the above services will be based on the total number of tons transported.
2.7 In the event that transportation cannot occur due to a Seller equipment failure, Seller will
mobilize additional resources to correct the situation within twenty -four hours from
notification.
3.0 Buyer Responsibilities. The Buyer agrees to undertake the following obligations pursuant to this
disposal agreement.
3.1 Buyer shall provide approximately 40 tons per week of biosolids produced by Buyer's
facilities. The biosolids shall be delivered in approximately ( +/ -20 %) equal volumes a
minimum of two days per week during normal work hours, excluding national holidays.
3.2 Buyer shall test a representative sample on a monthly basis for compliance with the chemical
composition outlined in Exhibit A. Buyer warrants and represents that it will only deliver
materials substantially in compliance with the chemical composition as outlined in Exhibit A
and shall be responsible for all disposal costs if material is not in compliance with Exhibit A.
3.3 Buyer shall pay Seller a rate per ton of biosolids delivered for processing from the table
below, which includes the price for transportation by Seller of biosolids. Seller will sample
on a daily basis or each truck load to establish the average monthly percent solids for billing
as shown below. Each truck load will transport approximately 25 tons of Biosolids; therefore,
a minimum charge of $1,250 /truck load shall be paid by Seller.
% solids of dewatered cake
Price per ton for transportation and disposal
_> 15.75
$50.00
15
$51.00
14.5
$52.00
14
$53.00
13.5
$54.00
13
$55.00
3.4 Buyer will provide the polymer, belt filter press and maintenance of the belt filter press.
Buyer shall pay Seller for the operation of the belt filter press. Seller will supply a
Dewatering Operator for an estimated 15 hours per week charged at a rate of $40.63 per hour.
Time billed will include travel time to and from the Sanford facility to the Ocoee facility.
3.5 Buyer may elect to deliver liquid biosolids at a maximum 3% dry solids if their Belt Press is
out of service. In this event, Buyer shall pay seller a rate of 9.5 cents per gallon for transport
and processing.
Services shall be invoiced on a monthly basis based on the tons of Biosolids delivered. Buyer
agrees to pay Seller all amounts due within 30 days of invoice date. A late fee of one and a half
percent per month will be charged on late payments and a collection fee of 5% will be charged on
all payments not made within sixty (60) days of the due date.
P
4.0 Resection by Seller. Seller will endeavor to accept biosolids delivery at all times as outlined in this
agreement. Seller and Buyer will coordinate schedules in the event Seller's facility is not in service to
utilize storage at both Sellers and Buyers Facilities. Seller may reject biosolids if the material does not
meet the criteria described in Exhibit A and /or if acceptance will cause permit violations.
5.0 Title. Title to biosolids passes to Seller immediately upon Seller's acceptance of Buyer's delivery.
6.0 Minimum Invoice Amount. It is understood by both parties to this Disposal Agreement that Seller
shall incur significant capital, operations, and maintenance expenses to make disposal capacity in
Seller's gasification system available to Buyer, regardless of whether Buyer actually supplies the
minimum level of biosolids to Seller pursuant to this Disposal Agreement. It is therefore agreed that
the minimum monthly invoice to Buyer shall be $6,500.00 if the tons of Biosolids delivered to Seller
is less than 75% of the estimated tons to be delivered per month.
7.0 Term. The term of this agreement shall be two (2) year from the date of the execution hereof.
8.0 Venue, Applicable Law, and Severability. This Agreement shall be deemed to be a contract made
under the laws of the State of Florida, and shall for all purposes be construed and enforced in
accordance with the laws of the State of Florida. In the event that either party deems it necessary to
institute legal action arising from this Disposal Agreement, such action shall be instituted in Seminole
County, Florida. If any provision shall be held invalid or unenforceable, the validity and
enforceability of the remaining provisions shall not be impaired.
9.0 Force Maieure
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 hereunder; provided, however, that performance shall recommence upon such event
ceasing its effect.
** *Signatures on Following Page * **
3
IN WITNESS WHEREOF, the parties hereto have executed this document the day and year first above
written.
MaxWest- Sanford, LLC
By:
doss r'? Pw�e�
Printed Name
Title: _ C. '
Date: %�,� 02011
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS 1207—.
RM AND
LE ALIT this day of
Gm ,
FOLEY & LARDNER LLP
By: J�&)f /
City Attorney
CITY:
CITY OF OCOEE, FLORIDA
By: Z
S. Scott Vandergrift, Mayor
ATTEST:
eth Eikenberry, City Cle .
(SEAL)
APPROVED BY THE OCOEE CITY
COMMISSI N AT A MEETING
HELD ON krX t , 20 t t
UNDER AGENDA ITEM NO.
JAM 13302 001 \Contract \0coee \Bioso1ids Disposal Ocoee 10 -24 -11 Revised FINAL.doc
4
Tri -Tech Analytical
Laboratories, Inc.
Exhibit "A to Biosolids Disposal Agreement"
P.O. Box 140966.Orlando, FZ 32814 -0966 • (407) 275 -8463
See us on the web at: http: /Jwww. tri- tecVabs. com
City of Ocoee
1800 A.D. Mims Road
Ocoee, FL 34761
11 -09 -324
PARAMETER METHOD RESULT DATE ANALYZED UNITS
Arsenic
6010C
12.5 U
09/20/11
mg/Kg
Cadmium
6010C
0.675 U
09/20/11
mg/Kg
Chromium
6010C
11.2
09/20/11
mg/Kg
Copper
6010C
321.0
09/20/11
mg/Kg
Lead
6010C
13.5
09/20/11
mg/Kg
Mercury
7471 B
0.349
09/22/11
mg /Kg
Molybdenum
6010C
19.4
09/20/11
mg/Kg
Nickel
6010C
14.4
09/20/11
mg/Kg
Potassium
6010C
0.759
09/20/11
mg/Kg
Selenium
6010C
15.0 U
09/20/11
mg/Kg
Zinc
6010C
846.0
09/20/11
mg/Kg
Percent Solids
2540G
0.99
09/22/11
%
pH
9045D
3.0
09/21/11
Units
Total Nitrogen
CALC
5.5
09/23/11
mg /Kg
Total Phosphorus
365.4
2.8
09/22/11
mg /Kg
U = Compound was analyzed for but not detected to the level shown.
* Analyzed under DOH #E83182 & E82277.
Test results contained in this package meet the requirements of the National Environmental Laboratory
Accreditation Conference and /or state specific certification programs, as applicable.
Reviewed By : j W...T- `
Title : Quality Control Director
Date Reviewed : October 7, 2011
"HELP SAFEGUARD YOUR FUTURE AND YOUR HEALTH" CALL TTA TODAY!
DOH #E83294