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HomeMy WebLinkAbout5.742 Original Contract 5. 7-<1~ AN AGREEMENT BETWEEN SUNLAND WATER DISTRICT AND THE CITY OF PORT ANGELES FOR COMPOSTING REED BED MATERIAL THIS AGREEMENT is between the SunLand, Public Works Water and Sewer District, a special water and sewer district of Clallam County (hereinafter referred to as "the Generator") and City of Port Angeles. (Hereinafter referred to as "the City") WHEREAS, the Generator desires to recycle significant amounts of sewage sludge (herein referred to as reed bed material) produced as a by-product of its sanitary sewage treatment process; and WHEREAS, the City has a legally permitted co-composting facility meeting the regulatory requirements of the Clallam County Department of Health and Human Services and the Washington Department of Ecology as adhering to a Process to Further Reduce Pathogens (PFRP); and WHEREAS, recycling the reed bed materials at the City's co-composting facility is in the best interests of the public health, safety and welfare ofthe citizens of the City, Sunland Water District, and the environment; NOW THEREFORE, in consideration ofthe mutual promises and covenants herein contained, and for other good and valuable consideration, it is hereby agreed as follows: 1. - Transfer of Material: Generator shall tender, to the City, and the City will accept from the generator, acceptable reed bed material in an amount not to exceed the greater of 600 cubic yards or 600 wet tons. "Acceptable reed bed material" means solids that are not precluded from co-composting at the City's Co-compost facility by any law, regulation or governmental restriction that is approved by the Washington Department of Ecology and shall be below the current or future Environmental Protection Agency (EPA) and State of Washington metals standards for class B Biosolids. All Acceptable Biosolids shall be below the concentration levels for the metals listed in EP A 503.13B Table 3 and WAC 173-308-160 for Concentration Limits. The City reserves the right to refuse the reed bed material from the Generator for any reason that, in the sole judgment of the City, would cause operational problems. Upon refusal of any truckloads, the City Wastewater Superintendent will notify the Generator's, Managing Superintendent immediately. '. 2. Term: This Agreement shall commence on August 8 2005 and will terminate February 8, 2006. 3. Compensation: The Generator shall pay the City the sum of thirty-five dollars ($35.00) per wet ton of reed bed material. The Generator or its agents will bring all tendered reed bed material to be weighed in at the Port Angeles Landfill scales. The City will bill the Generator on a monthly basis the net total tonnage of reed bed material accepted by the City for co-compo sting. The Generator shall make payment in full within thirty (30) days of the invoice date. The Generator or its agent agree to transport reed bed material to the Co- compost facility in a self-unloading type vehicles at such time and place as mutually agreed upon between the City and the Generator. 1 4. Relationship of the Parties: The parties understand and agree that the City will perform independent functions pursuant to this Agreement, and that its personnel shall act as independent contractors and not as agents or employees of the Generator. As such, the Generator has no authority to bind the City or control employees of the City. 5. Industrial Insurance: The City and the Generator agree to provide for State Industrial Insurance coverage for their personnel as required by state law. 6. Licenses: The City currently possesses all necessary regulatory permits and approvals, and complies with all rules, laws, and regulations of regulatory agencies. Further, the City possesses all necessary and required local, state and federal licenses required to fulfill its obligations under this Agreement. 7. Taxes: the City shall pay all taxes payable by the City in performance of its obligations under this Agreement. 8. Title to BiosoIids: Title and ownership to reed bed material shall pass to the City after the City has accepted the reed bed material and has received payments for all amounts due to the City under this agreement. 9. Insurance: At all times during the term of this Agreement, the Generator shall maintain insurance and provide limits ofliability of not less than one million dollars ($1,000,000.) combined single limit bodily injury, and property damage and provide for not less than thirty (30) days advance written notice to the City regarding any material changes to the policy. It is further agreed that a certificate of insurance showing all of the required coverage's and endorsements shall be provided to the City within thirty (30) days of execution of this Agreement. 11. Hold harmless Provisions: The City shall indemnify, defend, hold and save harmless the Generator, its appointed and elected officers and employees from and against liability of any kind, including liability arising from ground water, soil or other forms of contamination resulting from the improper handling, treatment, mixing or storage of acceptable reed bed material. The Generator agrees to indemnify, defend and hold the City, its officers, officials, and employees harmless from any and all claims, injuries, damages, expenses, penalties, losses or suits including attorney fees, caused by or resulting from breach of this Agreement by the Generator, specifically including any breach of Generator's obligation to tender only Acceptable reed bed materials to the City. 12. General Conditions: A. Entire A2reement: This Agreement constitutes the entire agreement between the parties, and both parties acknowledge that there are no other agreements, written or 2 oral that have not been fully set forth in the text of the Agreement. If any part of this Agreement is proved to be invalid, the rest of the Agreement shall remain binding. B. Amendments: The parties hereby further agree that this Agreement cannot be modified, or extend without the written concurrence of both parties, formally adopted and approved by legislative officials during an open public meeting. C. Notices: Any notices required to be given by the Generator to the City, or by the City to the Generator, shall be in writing and delivered to the parties at the following addresses: The City: The Generator: SunLa.nd WDJe.tr' ~ -1,35 to. ~ VlAJD--Y ,J),,'ve "S~UiMI Wt\ q~?)gd D. Waiver: Failure to insist upon strict compliance with any terms, covenants, or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power, at any time be taken as a waiver of any other breach. E. Compliance with Local. State and Federal Laws: The City agrees to comply with all applicable local, state, and federal laws in performance of all services under this Agreement. F. Applicable LawNenue: This Agreement shall be construed and interpreted in accordance with the laws ofthe State of Washington, and in the event of dispute the venue of any court action brought here under shall be in Clallam County Superior Court. 13. Assignments: Neither party shall assign its rights and duties under this Agreement without prior written consent of the other party. 14. Nondiscrimination: The City shall not discriminate in employment or services on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. 15. Termination: This Agreement may be terminated by either party, with or without cause, upon 45 days prior written notice, except in the case of failure by either party to meet its obligations herein resulting in a threat to public health or unlawfulness which shall be cause for immediate termination. 3 ~ Dated thisL day of A" flu ~1" 2005. THE CITY OF PORT ANGELES ~t:A Glenn A. Cutler, Director of Public Works and Utilities ~O~~ J)pfu^- BECKY J. U TON, CIty Clerk Approv as to legal fo , o \wwtp\blOsohdlsunland05.wpd \. : Dated this ~ day of A ~ tlS ++- 2005. PUBLIC WORKS DEPARTMENT SUNLAND WATER DISTRICT, SEQUIM, WASHINGTON ~~~ WILLIAM THOMSEN, Managing Supt. 4