Loading...
HomeMy WebLinkAboutItem #06a Interlocal Agrmt btw City of Ocoee/Sanford/MaxWest re: Biosolids be C of Good Lf` ) . (�(� r� .x 1 AGENDA ITEM COVER SHEET Meeting Date: November 1, 2011 Item # CO .,. Reviewed By: Contact Name: Charles K. Smith, P.E. Department Director: Charles K. Smit Contact Number: 407 - 905 -3159 City Manager: Robert Frank / =. • Subject: Interlocal Agreement between City of Sanford and City of Ocoee, and City of Ocoee - MaxWest Agreement for the Disposal of Biosolids from the City of Ocoee Wastewater Treatment Facility Background Summary: The City of Ocoee Wastewater Treatment Facility currently receives and treats approximately 1.68 million gallons per day of wastewater from its customers, producing 2,160 wet tons per year in biosolids (activated sludge). The biosolids are hauled and disposed of in a manner which meets regulatory requirements using Shelley's Septic Tanks, Inc., D /B /A Shelley's Environmental Systems. Shelley's utilizes land application as its primary method of disposal and has a non - exclusive contract with the City that expires on July 16, 2012. Land application as a disposal method is under ever - increasing pressure from regulatory agencies, environmentalists, and the general public; and its future is uncertain. With this uncertainty and last fall's FDEP notification to the City that it was denying its sludge processing vendor's permit renewal (later rescinded and permit renewed), staff began exploring other methods of disposal. Staff discovered a method it prefers in the successful partnership between the nearby City of Sanford and MaxWest Environmental Services, Inc. The City of Sanford initially constructed a sludge drier and then enlisted MaxWest to add a gasification process with thermal recovery after the drier. Eventually, MaxWest took over the drier, increasing its capacity to allow for other wastewater facilities to use the Sanford /MaxWest partnership for sludge disposal. The byproduct from the drier /gasification process is a non - sludge ash that is easily disposed of and environmentally friendly. An optimized process yields thermal energy for other uses. The City's long term benefits from an affirmative action on this item are: • Clean and environmentally -sound method of biosolids disposal • Long -term secured method of disposal • Can lead to a partnership with MaxWest, reducing Ocoee's hauling costs and providing an opportunity to share revenues with MaxWest with a co- located facility MaxWest has available capacity and is capable of hauling the City's biosolids to the Sanford facility; and Staff is recommending the City enter into a disposal agreement with MaxWest by utilizing an Interlocal Agreement with the City of Sanford. Since this decision is linked to the Private - Public Partnership Letter Agreement with MaxWest (agenda item to follow), Staff also recommends any action taken on this issue be consistently followed with the partnership item. Included with this submittal is a packet which has more technical information on the MaxWest process. Staff and MaxWest representatives will be available to answer questions. 1 Issue: Should City Commission consider entering an agreement with MaxWest Environmental Services, Inc., utilizing an Interlocal Agreement with the City of Sanford, Florida, for a second method of disposal for the Ocoee Wastewater Treatment Facility's biosolids (activated sludge)? Recommendations: Motion for City Commission to accept the "Interlocal Agreement for Long Term Treatment" with the City of Sanford, Florida, and the non - exclusive "Biosolids Disposal Agreement" with MaxWest Environmental Services Inc.; and to authorize the Mayor to execute the agreements. Staff also motions that for the City's benefit, City Commission authorize City Manager to accept MaxWest as a single source vendor, as the City would enter into an Interlocal Agreement with the City of Sanford. Attachments: Interlocal Agreement for Long Term Treatment with City of Sanford, Biosolids Disposal Agreement with MaxWest, MaxWest Information Packet, "Historical and Projected Biosolids (Activated Sludge) Disposal" Financial Review Financial Impact: The Fiscal Year 2012 budget allocates $170,000 for biosolids disposal. In the attached "Historical and Projected Biosolids (Activated Sludge) Disposal" Financial Review, Table #1 "Biosolids Five Year Disposal Budgets and Expenses" shows that the budgeted amount over the past five years has gone from $175,000 to the 2012 allocation of $170,000. The 2008, 2009 and 2010 years show increases in funding and expenses due to sludge press failures (press was replaced fall of 2010). Actual expenses for sludge hauling due to improved pressing performance have decreased from $164,000 in 2007 to approximately $110,000 projected for 2011. Table #2 "Annual Biosolids Expense Projections" models three different scenarios, with the first two utilizing MaxWest and the third continuing with the current disposal method. In the second option, MaxWest will provide a sludge press operator (dewatering consultant) for 15 hours a week to work with staff in developing higher pressing efficiencies. With this alternative, MaxWest will not charge a fuel surcharge while their consultant is utilized. Staff recommends the MaxWest alternative with the dewatering consultant at an annual anticipated cost of $100,435 for sludge processing and $15,846 to cover a dewatering consultant. Approval of this item will lead to an approximate savings of $9,500 from fiscal year 10 -11 for sludge processing expense. Type of Item: (please mark with an x') Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney _ N/A Reviewed by Finance Dept. _ ' " ` Reviewed by ( ) N/A 2 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 , 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 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 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, LLC 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 2 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. 3 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 4 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. 5 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. 6 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: CITY OF SANFORD, FLORIDA CITY OF OCOEE, FLORIDA By: By: Jeff Triplett, Mayor S. Scott Vandergrift, Mayor ATTEST: ATTEST: Janet R. Dougherty, City Clerk Beth Eikenberry, City Clerk (SEAL) (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 20 LEGALITY this day of UNDER AGENDA ITEM NO. , 20 FOLEY & LARDNER LLP By: City Attorney J:\M13302.001 \Contract \Ocoee \iNTERLOCAL AGREEMENT 4 FOR LONG TERM 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. 2 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 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. ** *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 CITY: CITY OF OCOEE, FLORIDA By: Printed Name By: S. Scott Vandergrift, Mayor Title: Date: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 20_ LEGALITY this day of UNDER AGENDA ITEM NO. , 20 FOLEY & LARDNER LLP By: City Attorney J:\MI3302.001 \Contract \Ocoee \Biosolids Disposal Ocoee 10 -24 -11 Revised FINAL.doc 4 Exhibit "A to Biosolids Disposal Agreement" 1 9 Tri -Tech Analytical Laboratories, Inc. P.O. Box 140966.Orlando, FL 32814 -0966 • (407) 2764463 See us on the web at: http:✓fwww, tri- techlabs. 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 7471B 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 : Xm.o,..Ze/ Title : Quality Control Director Date Reviewed : October 7, 2011 "HELP SAFEGUARD YOUR FUTURE AND YOUR HEALTH" CALL TTA TODAY! DOH #E83294 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. 2 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 $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 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. ** *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 CITY: CITY OF OCOEE, FLORIDA By: • Printed Name By: S. Scott Vandergrift, Mayor Title: Date: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 20 LEGALITY this day of UNDER AGENDA ITEM NO. , 20 . FOLEY & LARDNER LLP By: City Attorney J: \M13302.001 \Contract \Ocoee \Biosolids Disposal Ocoee 10 -24 -11 Revised FINAL.doc 4 Exhibit "A to Biosolids Disposal Agreement" Tr -Tech Analytical p D. Box 140966. Orlando, FL 32814 -0966 • (407) 275 -8463 Laboratories, Inc. See us on the web at: http://www.tri-techlabs.corn 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 7471B 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.,r.,,,,ref Title : Quality Control Director Date Reviewed : October 7, 2011 "HELP SAFEGUARD YOUR FUTURE AND YOUR HEALTH" CALL TTA TODAY! DOH #E83294 Historical and Projected Biosolids Activated Sludge) Disposal Financial Review Table #1: Biosolids Five Year Disposal Budgets and Expenses Fiscal Year Approved in Expensed Notes and Descriptions Budgeted 2006/2007 $ 175,000.00 $ 164,411.00 2007/2008 $ 175,000.00 $ 187,730.61 2008/2009 $ 242,112.00 $ 296,730.46 Due to failed sludge press, sludge was hauled at 3% solids - liquid and subcontracted equipment pressed onsite. 2009/2010 $ 228,800.00 $ 153,055.78 2010/2011 $ 228,800.00 $ 110,000.00 Estimated Value; $91,655 through August 12th 2011/2012 $ 170,000.00 $116,281.15 Projected Table #2: Annual Biosolids Expense Projections MaxWest Sludge Hauling Biosolids (Sludge) Annual Anticipated Expense Sludge to Press in Gallons per Year 6,866,745 Percent Solids 1.10% Dry Weight of Solids (lbs.) 630,333 Dry Weight of Solids (tons) 315.2 Cost of Disposal $50 Truck Capacity (tons) 25 Truck Loading Fluff % 8.00% Annual Number of Dr Drying Percent D Cake Weight of Weeks at a Pressed Cake Number of Truck Fuel rY g Cost Fuel Total Cost Cake (tons) Specific Yield Hauled (tons) Loads Charge Charge Per Ton g Basic Service (Sludge Hauling Only - City Operating Press 12.50% 2,521 0 0.0 0.0 $0 $6 $0 $0 13.00% 2,424 2 93.2 4.1 $4,662 $5 $466 $5,128 13.50% 2,335 5 224.5 9.8 $11,224 $4 $898 $12,122 14.00% 2,251 12 519.5 22.6 $25,975 $3 $1,559 $27,534 14.50% 2,174 14 585.2 25.4 $29,259 $2 $1,170 $30,430 15.00% 2,101 8 323.2 14.1 $16,162 $1 $323 $16,486 15.50% 2,033 5 195.5 8.5 $9,776 $0 $0 $9,776 16.00% 1,970 2 75.8 3.3 $3,788 $0 $0 $3,788 16.50% 1,910 2 73.5 3.2 $3,673 $0 $0 $3,673 17.00% 1,854 1 35.7 1.6 $1,783 $0 $0 $1,783 17.50% 1,801 1 34.6 1.5 $1,732 $0 $0 $1,732 18.00% 1,751 0 0.0 0.0 $0 $0 $0 $0 Basic Service Total 52 2,160.7 93.9 $108,034 $4,416 $112,451 Tons per Week Average 41.6 Added Service (MaxWest Providing Half Year Press Specialist) 15.69%1 2,0091 52I 2,008.71 87.3 $100,435, Dewatering Operator (15 hours per Week for 26 weeks; Rate $40.63 per hour) $15,846 Added Service Total I $116,281 Existing Service Provider (Shelley,s; $966.25 per Truck) n/a n/a 521 n/a 93.91 $90,772 Added Service Total 1 $90,772 1. Table #1 #2 are based on 2010/2011 flows to the plant and is subject to changes.