HomeMy WebLinkAbout2010 01 25 Regular 609 Requesting Approval of Agreements with City of Sanford and MaxWest Environmental Systems for Biosolids Disposal COMMISSION AGENDA
CONSENT
INFORMATIONAL
ITEM 609
PUBLIC HEARING
REGULAR X
January 25, 2010 MGR /DEPT
Meeting Authorization
REQUEST: Utility Department Requesting Approval of Agreements with the City of Sanford
and MaxWest Environmental Systems for Biosolids Disposal
SYNOPSIS: The City's wastewater facilities generate sewage sludge (biosolids) that currently are
land applied. The waste to renewable energy gasification system constructed by the
City of Sanford in partnership with MaxWest Environmental Systems converts
biosolids into inert, mineralized residual ash. These agreements would allow the City
to participate in their biosolids disposal process.
CONSIDERATIONS:
The interlocal agreement with the City of Sanford and the Biosolids Disposal
Agreement with MaxWest provide the City the opportunity to participate in a biosolids
disposal process that addresses the increasingly restrictive nature of the land application of
biosolids. The City currently contracts with Shelley's Environmental Systems of Zellwood
for the land application of the biosolids which includes permitting, transportation and
disposal.
In April 2008, the City Commission approved an increase in the Shelley's rate from
$0.039 per gallon to $0.065 per gallon due to the increasing distance to disposal sites, scarcity
of disposal sites and fuel costs. This trend is expected to continue as state and local
regulations regarding the land application of biosolids become more stringent in response to
water quality initiatives as well as concerns over the long term impact of heavy metal
accumulations in the receiving soils.
The City of Sanford and MaxWest have partnered to construct a gasification system
that converts biosolids into a small amount of inert, mineralized residual ash. The ash is not
012510_ COMM _Regular_609_Sludge_Interlocal
January 25, 2010
Regular Agenda Item 609
Page 2
subject to the sludge regulations that currently apply to the City's Class B biosolids. The
Sanford facility has excess capacity that they have offered to the City of Winter Springs
before they solicit partners from a larger geographical area.
The price in the Biosolids Disposal Agreement is for $0.085 per gallons which
includes $0.035 per gallon for treatment and $0.05 for transportations. Transportation
includes hauling with 6,000 gallon tankers from each facility to the Sanford facility. Each of
the two City wastewater facilities generates 30,000 to 35,000 gallons per week of liquid
sludge. The Biosolids Disposal Agreement is for a period of one year and we will add a one
year renewal if both parties agree.
During the agreement period, the City will solicit proposals for the long term (10 to 20
years) disposal of sludge.
FISCAL IMPACT:
The increase in disposal costs from $0.065 to $0.085 per gallons results in an
annualized increase of approximately $70,000 in the sludge disposal cost. For the balance of
this fiscal year, we project a need of $40K which will be transferred from the SR 46
Alternative Water Study project.
COMMUNICATION EFFORTS:
No extras communication efforts are necessary at this time.
RECOMMENDATION:
It is recommended that the City Commission approve the Biosolids Disposal
Agreement with MaxWest and Interlocal Agreement for Long Term Treatment and
Use of Biosolids with the City of Sanford and authorize the City Manager and City
Attorney to prepare and execute any and all applicable documents.
IMPLEMENTATION SCHEDULE:
If approved, the existing contract with Shelley's Environmental Systems will be
cancelled and arrangements made to begin service with MaxWest by March 1, 2010.
ATTACHMENTS:
1. Interlocal Agreement for Long Term Treatment and Use of Biosolids
2. Biosolids Disposal Agreement
012510 COMM Regular 609 Sludge Interlocal
BIOSOLIDS DISPOSAL AGREEMENT
THIS BIOSOLIDS DISPOSAL AGREEMENT (the "Disposal Agreement is made and entered into
this 2009 by MAXWEST SANFORD, LLC, a Florida limited liability company
(herein "Seller and the CITY OF WINTER SPRINGS (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 City's Fenton 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.
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. Seller will provide a
conveyance and storage system to accept biosolids transported by Buyer.
2.2 Seller will treat and dispose of approximately 65,800 gallons per week of biosolids delivered
by Buyer.
2.3 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.
Biosolids in excess of 3% dry solids will not be accepted.
2.4
2.4.1 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 100% of biosolids generated at BUYER'S
facilities.
2. Adjustments to this contract must be based on the Consumer Price Index (CPI).
3. Specific significant changes may be considered for fuel cost increases or
decreases greater than 20
4. Increase /decrease mileage to disposal sites may be considered.
5. Increase /decrease mileage may be considered due to regulatory rule changes
that may significantly affect the disposal of residuals.
6. Other potential causes for adjustment may be brought up for negotiation with
BUYER.
2.4.2 Fees for the above services will be based on the total number of gallons transported.
2.4.3 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 65,800 gallons 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.
3.3 Buyer shall pay Seller a rate of $0.085 /gallon of biosolids delivered for processing of
biosolids which includes the price for transportation of biosolids.
The flow volume delivered shall be metered at the delivery point. A Seller representative and a
Buyer representative shall each retain a copy of the receipt indicating volume delivered. Services
shall be invoiced on a monthly basis based on the volume 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.
4.0 Rejection 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 $18,177 if the volume of Biosolids delivered to
Seller is less than 75% of the estimated volume of gallons per week.
7.0 Term. The term of this agreement shall be one (1) 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.
2
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.
IN WITNESS WHEREOF, the parties hereto have executed this document the day and year first above
written.
MaxWest- Sanford, LLC City of Winter Springs
By: By:
Printed Name Printed Name
Title: Title:
Date: Date:
Mailing Address:
1126 East State Road 434, Winter Springs, FL 32708
Phone No: 407 327 -5989
Fax No: 407- 327 -6695
J: \M13302.001 \Contract \Winter Springs \Biosolids Disposal Winter Springs 12- 4- 09.DOC
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EXHIBIT "A"
4
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 day of 2009,
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 Tess 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
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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
By:
Janet R. Dougherty, City Clerk Linda Kuhn, Mayor
Date:
ATTEST: City of Winter Springs
By:
Date:
J: \M13302.001 \Contract \Winter Springs \iNTERLOCAL AGREEMENT 4 FOR LONG TERM TRMT Winter Springs 12-3
09.doc
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•
BIOSOLIDS DISPOSAL AGREEMENT
THIS BIOSOLIDS DISPOSAL AGREEMENT (the "Disposal Agreement ") is made and entered into
this January 75 , 204 by MAXWEST - SANFORD, LLC, a Florida limited liability company
(herein "Seller "), and the CITY OF WINTER SPRINGS (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 City's Fenton 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.
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. Seller will provide a
conveyance and storage system to accept biosolids transported by Buyer.
2.2 Seller will treat and dispose of approximately 65,800 gallons per week of biosolids delivered
by Buyer.
2.3 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.
Biosolids in excess of 3% dry solids will not be accepted.
2.4
2.4.1 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 100% of biosolids generated at BUYER'S
facilities.
2. Adjustments to this contract must be based on the Consumer Price Index (CPI).
3. Specific significant changes may be considered for fuel cost increases or
decreases greater than 20 %.
4. Increase /decrease mileage to disposal sites may be considered.
5. Increase /decrease mileage may be considered due to regulatory rule changes
that may significantly affect the disposal of residuals.
6. Other potential causes for adjustment may be brought up for negotiation with
BUYER.
2.4.2 Fees for the above services will be based on the total number of gallons transported.
2.4.3 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 65,800 gallons 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.
3.3 Buyer shall pay Seller a rate of $0.085 /gallon of biosolids delivered for processing of
biosolids which includes the price for transportation of biosolids.
The flow volume delivered shall be metered at the delivery point. A Seller representative and a
Buyer representative shall each retain a copy of the receipt indicating volume delivered. Services
shall be invoiced on a monthly basis based on the volume 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.
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 $18,177 if the volume of Biosolids delivered to
Seller is less than 75% of the estimated volume of gallons per week.
7.0 Term. The term of this agreement shall be one (1) 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.
2
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.
IN WITNESS WHEREOF, the parties hereto have executed this document the day and year first above
written.
MaxWest -Sa o d, LLC City of Winter Springs
By: , ,! kI By: 7Z-1
PA V ( G- t 4CK C/1 44 _ 6 = Kevin L. Smith
Printed Name Printed Name
City Manager
Title: (/Z E ( 0 CN _ I /C t --Q Title: tagerb.kie=4.4.erekneyki44-144y=4).i-xkook
Date: 2-/? / Date: 2 — 3 —10
Mailing Address:
1126 East State Road 434, Winter Springs, FL 32708
Phone No: 407 - 327 -5989
Fax No: 407 - 327 -6695
J: \M13302.001 \Contract \Winter Springs \Biosolids Disposal Winter Springs 12- 4- 09.DOC
3
EXHIBIT "A"
4
Mr-: >Al�' FLIDWFIS CIIFMI tL utuov►rovIrs INC.
"'"" • . ► \ ♦ P.0. Box 150597. Altamonte Springs FL 32715-0597 Phone: 407-339-5984 / Fax 407-260-6110 E83018 (Main Lab) -
',,1 - - -0 571 NW Mercantile P1. Suite 111, Port St. Lucie FL 34986 Phone: 772 -343 -8006 / Fax: 772- 343 -8089 E86562 (South Lab)
\' , P.O. Box 1200, Madison FL 32341 Phone: 850-973 -6878 / Fax 830- 973-6878 E82405 (North Lab)
3980 Overseas Hwy Suite 103, Marathon FL 33050 Phone: 305- 743 -8598 / Fax 305 - 743 -8598 E35834 (Keys Lab)
City Winter Springs East PO #: EPA 503
110 N Flamingo Client Project #: n/a
Winter Springs,FL 32708 Date Sampled: Apr 21, 2009
Apr 28, 2009; Invoice: 93786
Analysis Report
iiiiietitiitiWEitli6iiWialitibitt 7 ... Q $ ... i rk9 . ........: _ :<: >::::::. >::;:. >::.:
Parameter Result Units DF MDL PQL QC Batch Method CAS # Analyzed
Total Nitrogen(as N) 5.79 0 CaIuSL 17778 -88-0
Arsenic 1.32 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7440 -38 -2 04/21/09
Cadmium 1.33 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7440 -43 -9 04/21/09
Chromium 9.83 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7440 -47 -3 04/21/09
Copper 778 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7440 -50 -8 04/21/09
Lead 13.7 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7439 -92 -1 04/21/09
Molybdenum 7.16 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7439 -98 -7 04/21/09
. Nickel 9.47 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7440 -02-0 04/21/09
Selenium 7.83 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7782 -49 -2 04/21/09
Zinc 952 mg /kgDW 1.00 0.000100 0.000200 10125074 EPA6020 7440 -66 -6 04/21/09
Potassium 0.420 %DW 1.00 0.0000200.000040Q0125096 EPA6010 7440 -09 -7 04/21/09
Lab pH (units) 6.59 pH 1.00 0.0100 0.0200 10125097 SM4500 -H B 39 -38 -4 04/21/09 02:20 PM
Total Phosphorous(as P) 2.09 %DW 296 0.00296 0.00592 10125183 EPA365.4 7723 -14 -0 04/22/09
TKN(as N) 5.60 %DW 296 0.00296 0.00592 10125186 EPA351.2 7727 -37 -9 04/22/09
Mercury 0.923 mg /kgDW 50.0 0.0500 0.100 10125216 EPA7471 7439 -97 -6 04/23/09
Total Solids 2.25 %Wt 1.00 0.000250 0.000500 10125368 SM2540 B C -008 04/24/09
NO3 +NO2(as N) 0.187 %DW 1.00 0.0000100.00002000125526 EPA353.2 1 -005 04/27/09
FLDOH: E83018 (Main Lab) FLDOH: E86562 (South Lab) FLDOH: E82405 (North Lab) NJDEP: FLO15 Page 2 of 7
1
k il FL.CWERS CHEMICAL LAI30I2ATOVIES INC.
1 \ ' . ► IIII \ P.O. Box 150597, Altamonte Springs FL 32715 -0597 Phone:407- 339 -5984 / Fax, 407 -260 -6110 E83018 (Main Lab)
` , ,i �` ' 41) 571 NW Mercantile P1. Suite 111. Port St. Lucie FL 34986 Phone: 772- 343 -8006 / Fax: 772- 343 -8089 586562 (South Lab)
P.O. Box 1200, Madison FL 32341 Phone: 850- 973 -6878 / Fax: 850- 973-6878 582405 (North Lab)
3980 Overseas Hwy Suite 103, Marathon FL 33050 Phone: 305- 743 -8598 / Fax 305- 743 -8598 535834 (Keys Lab)
City of Winter Springs West PO #: 90841
110 N Flamingo Ave Client Project #: West WWTF
Winter Springs,FL 32708 Date Sampled: Jan 15, 2009
Jan 21, 2009; Invoice: 85560
Analysis Report
# *b 1 >>.»i l+ FS U ,Sa . 0'.510$ t#9;tt..AlU = .. d# )<t p n ti .................. t
Parameter Result Units DF MDL PQL QC Batch Method CAS # Analyzed
Total Nitrogen(as N) 8.64 0 CaIuSL 17778 -88 -0
Lab pH (units) 6.91 pH 1.00 0.0100 0.0200 10118590 SM4500 -H B 39 -38 -4 01/15/09 12:00 PM
Total Solids 1.52 %Wt 1.00 0.000250 0.000500 10118752 SM2540 B C -008 01/16/09
Arsenic 1.86 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7440 -38 -2 01/15/09
Cadmium 1.07 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7440 -43 -9 01/15/09
Chromium 12.7 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7440 -47 -3 01/15/09
Copper 394 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7440 -50 -8 01/15/09
Lead 16.2 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7439 -92 -1 01/15/09
Molybdenum 6.24 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7439 -98 -7 01/15/09
Nickel 11.1 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7440 -02 -0 01/15/09
Selenium 5.45 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7782 -49 -2 01/15/09
Zinc 705 mg /kgDW 1.00 0.000100 0.000200 10118773 EPA6020 7440 -66 -6 01/15/09
NO3 +NO2(as N) 0.00170 %DW 1.00 0.0000100.000020Q0118841 EPA353.2 1 -005 01/19/09
Potassium 0.477 %DW 1.00 0.0000200.000040Q 0118844 EPA6010 7440 -09 -7 01/19/09
Mercury 0.336 mg /kgDW 100 0.100 0.200 101 18904 EPA7471 7439 -97 -6 01/20/09
Total Phosphorous(as P) 2.20 %DW 300 0.00300 0.00599 101 18990 EPA365.4 7723 -14 -0 01/21/09
TKN(as N) 8.63 %DW 300 0.00300 0.00599 101 18991 EPA351.2 7727 -37 -9 01/21/09
•
FLDOH: E83018 (Main Lab) FLDOH: E86562 (South Lab) FLDOH: E82405 (North Lab) NJDEP: FL015 Page 2 of 7
1 1
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