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HomeMy WebLinkAboutCity of Sanford-Interlocal Agreement-2010 02 01 INTERLOCAL 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 .c? /' day of .TA el) , 2999; -40 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 1 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 * ** 6 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purpose herein stated on the date first above written. ATTEST: City of Sanford ?ULM - 4c 97265 Janet R. Dougherty, City Clerk Linda Kuhn, Mayor k 44: exam Date: / -?8 -R0/0 � a CITy ATIVRive1 ATTEST: City of Winter Springs i. By: Date: 2/1110 J:1M13302.001 \ContractlWinter Springs \iNTERLOCAL AGREEMENT 4 FOR LONG TERM TRMT - Winter Springs 12-3 - 09.doc 7