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H5. Sludge Management Agreement201 1` Ave E CITY 1 Post Office Box 1997 alispell, MT 59903 KA Telephone: (406) 758-7720 www.Kalispell.com LISPELL To: Doug Russell, City Manager From: Susie Turner, Public Works Director Re: Sludge Management Agreement -Glacier Gold LLC Meeting Date: March 4, 2024 Enclosed: Sludge Management Agreement BACKGROUND: The City and Glacier Gold Compost have a Sludge Management Agreement that ensures the disposal of Kalispell's bio-solids (sludge). Kalispell's Wastewater Treatment Plant has been disposing sewage sludge at Glacier Gold Compost since 1993, with the current sludge management agreement initiated in 2019 and ending March 31, 2024. Glacier Gold Compost Owners and the City Public Works Staff have reached a mutual agreement to extend our collaborative partnership through an agreement. Enclosed is a copy of the updated agreement. Below is a summary outlining key sections of the updated agreement, along with highlights noting the changes incorporated from the previous agreement. Charges/Adjustments: The City is currently paying $238 per dry ton of sludge delivered to and accepted by Glacier Gold. The City will continue to pay a fixed rate of $238 per dry ton of sludge for the first year of the agreement through March 2025. Starting in 2025 this price may be negotiated, if increased the agreement amendment will require Council approval. Physical Characteristics: The sludge is required to be dewatered between 13% and 20% solids content. The typical sludge solids content for Kalispell is 13-15%. Testing: The City will continue to perform the quarterly zinc sampling per the EPA requirements. Term: The initial term of the updated Agreement is for a one-year period from April 1, 2024, to March 31, 2025. The Agreement may be extended annually for up to five one-year periods by mutual agreement in writing by both parties. Exhibit A provides an example extension to this Agreement. If any of the terms of this Agreement are to be modified by these extensions, they will be subject to renegotiation by both parties upon written notice by either party, thirty (30) days prior to the expiration of the term. • Previous agreements were written for a 5-year term. Glacier Gold was only willing to update the agreement with a one-year term limit with the option to extend annually for five years. Sludge Removal and Delivery: The annual delivery shall not exceed 600 dry tons per year unless revised by mutual consent in an amendment to the Agreement. The City may deliver up to 600 dry tons per year to Glacier Gold Composting but retains the right to dispose of biosolids as the City deems necessary to sustain disposal operations in the future. BIOSOLIDS HANDLING CAPCITY: The City uses Glacier Gold Composting as the primary method of sewage sludge disposal, and the Landfill as the secondary disposal location. The table below provides a summary of the biosolids generation and load deliveries to Glacier Gold Composting and the Landfill. Annual Dry Tons Year Landfill Glacier Total' Gold 2018 151 588 739 2019 181 477 658 2020 197 476 673 2021 203 528 731 2022 228 541 769 2023 199 530 729 1) Annual ton per year fluctuates due to tank servicing schedules RECOMMENDATION: Approve the Sludge Management Agreement with Glacier Gold. ACTION REQUESTED: Motion to approve the updated Sludge Management Agreement with Glacier Gold. FISCAL EFFECTS: There are no additional fiscal effects associated with this agreement. Contract Service- Glacier Gold line item 354 is budgeted annually in the Wastewater Treatment Plant Fund. ALTERNATIVES: As suggested by City Council. THIS AGREEMENT, made this day of 5 20. _ , by and between the City of Kalispell, a municipal corporation, hereinafter called "CITY" and Glacier Gol.L.C., hereinafter called "GLACIER GOLD". WHEREAS, the CITY operates a secondary sewage treatment plant for municipal wastewater that produces an end product of dewatered sludge; and WHEREAS, GLACIER GOLD has in its priced proposal altemative, dated January 26, 2004, attached hereto and made a part oft is Agreement, requested the opportunity to obtain the sludge for its product line, and intends to use the sludge, along with certain bulking agents, to produce a man-made humus which GLACIER GOLD markets as an organic fertilizer and soil conditioner; and WHEREAS, the parties are desirous of entering into an agreement whereby the CITY provides to GLACIER GOLD the ewatered sludge, LISAW8ZOMMA111 The CITY will provide to GLACIER GOLD and GLACIER GOLD will accept all the ewatered sludge produced at the CITY'S wastewater treatment plant. 7U-FTcFeU7UMMrj Lons per jFar unioss revised by mutual consent in an amendment to this Agreement. The CITY shall supply all labor, equipment, materials, fuel, repairs, equipment operators, supervisory personnel required to deliver the sludge to GLACIER GOLD'S composting operation located in Olney, Montana and to deposit the sludge as directed by GLACIER GOLD personnel on site. The CITY shall pay to GLACIER GOLD, two hundred thirty eight dolwj ($238) per dry ton of sludge delivered to and accepted by GLACIE GOLD 9 3, TRUCK WASHDOWN SERVICE, The sludge delivered to GLACIER GOLD by the CITY shall typically be dewatered between thirteen percent (13%) to twenty percent (20%) solids content. Seasonal variations in percent solids may occur but at no time shall sludge be delivered that is not suitable for use by GLACIER GOLD. The CITY shall not deliver to GLACIER GOLD any sludge h©e test EPA or Sate Quality Bureau. If the sludge contains any physical, ruse acceptanMe 07�=X':'k3kil—r" las tic rig of the sludge. The CITY agrees to notify GLACIER GOLD within 24 hours of any test results which indicate the sludge is unsuitable for GLACIER GOLD'S u I am MEASUREMENT AND PAYMENT E.0 RM ULA FOR DETERMINING DRY TON. For purposes of this Agreement the computation of dry tons shall be determined as follows: Dry ton::::::::: % of solids x wet ton CITY will maintain accurate records of tonnages delivered to GLACIER GOLD in a form adopted by the CITY. CITY shall provide records on 0 tonnage delivered to GLACIER GOLD with each billing cycle. These records will form the basis of payment under Article I of this Agreement. The CITY shall determine the tonnage of sludge to be hauled by all trucks. Tonnage delivered to GLACIER GOLD shall be deten-nined by weighin—g trucks delivering sludge when full and then weighing truck when empty. All weighing shall be done on certified scales supplied by GLACIER GOLD. Dunli ............ ligit J.A.;CIFRGOLD ZATY shall pay GLACIER GOLD within thirty (30) days of receipt of itemized invoices. The invoices shall identify the date, tonnage, and percent of solids for each load delivered to GLACIER GOLD by the CITY. INGIUMINHAN CITY and GLACIER GOLD shall develop and agree to a normal operating schedule which will allow the CITY to efficiently operate the wastewater of the sludge. Unless otherwise agreed to in writing between the CITY and GLACIER GOLD sludge may be delivered to the GLACIER GOLD composting facility between 8:30 a.m. and 3:30 p.m., Monday through Friday. 2, TESTING. CITY will provide to GLACIER GOLD results of tests conducted on the sludge with regard to percent total solids with each load delivered. In addition to the information as provided in Article 11, Section 2, analyses for TKN, total Phosphorous, ammonia, nitrates and routine heavy metals will be rovided to ��LAP%LWA& �— from GLACIER GOLD, CITY will provide GLACIER GOLD with the results of any additional sludge tests conducted by the CITY. If GLACIER GOLD conducts anN test on the slud- , GLACIER GOLD shall yrovide the results of such test to CITY. M PERMITS, CHANGES TO LAW for meeting the terms conditions of any permits which GLACIER GOLD must acquire relative to the yrogTam—n G LD a rees to hold CITY harmless and inderuitifv Vie CITY wiOt rep-i',rd X oi compilan e or any omer reason Nvffi—cn resuits in an action of regulatory enforcement or gation relative to GLACIER GOLD'S program and ultimate disposition of GLACIER GOLD'S end product. GLACIER GOLD shall acquire and maintain in continuous effect liability insurance in the amount specified in Article VI. GLACIER GOLD must be in continuous compliance with the provisions of any permit or law applicable to its business operations, or it will be in default with the provisions of this Agreement. The price agreed to above is based on GLACIER GOLD'S anticipated compliance with current Federal, State, and Local laws and permitting requirements. In the event that there are changes in such laws, permitting rex,,'uirements, m gulations, or local interpretation of th,,—IOMZ� , !Ukww which impose additional or lesser costs which are attributable to the characteristics of the sludge, either the CITY or GLACIER GOLD may request that the agreed to price may be renegotiated, stating in detail the reason or justifications for the request. Such request for additional or lesser sums must be in be reached within sixty (60) days of receipt of such request, either party may terminate this Agreement with ninety (90) days written notice. Without limiting GLACIER GOLD'S indemnification of the CITY, terms of this Agreement, the following policy or policies of insurance covering its operations hereunder, whether such operations be by 2 sTocontractor or oj anj=Z; ior "', acts any of them may be liable. Such insurance shall be secured through a carrier satisfactory to the CITY. Evidence of such insurance satisfactory to the CITY shall be delivered to the CITY on or before the effective date of this Agreement, and shall contain the express condition that the CITY is to be given written notice at least thirty (30) days in advance of cancellation, modification, expiration, or termination of any policy of insurance, The CITY shall be named as an additional named insured on all policies except worker's compensation. 11cJ 0 not compr - nensive general liability with explosion, collapse, and underground hazards, contractual liability, products/completed operations and independent contractor's endorsements, with a combined single limit not less than $750,000.00 per claim and $1,500,000.00 per occurrence. Such insurance shall -he primary to arti. not contributirigff itly-aril-adwr-h-istr by the CITY and shall name the CITY as additional insured. GLACIER GOLD'S employees shall be covered by Worker's Compensation insurance in an amount and form to meet all applicablv requirements of the Labor Code of the State of Montana. In case of failure on the part of GLACIER GOLD to procure or maintain required insurance, GLACIER GOLD shall be deemed to be in default of this Agreement. CITY shall notify GLACIER GOLD of such default and GLACIER GOLD shall within 30 days of such notice of default, take corrective action to rectify such default by procuring and maintaining the required insurance, 5, INDEMNIFICATION, GLACIER GOLD agrees to indemnify, defend and save the CITY, its agents, elected and appointed officials, and employees from suppliers', or agents' operations, or anyone directly or indirectly employed by any to them, or their services, from and against any and all liability, expense, including defense costs and legal fees (including costs and attorney's fees on appeal), and claims for damages of any nature whatsoever, including, but not limited to bodily injury, death, personal injury, or property damage arising from or connected to GLACIER GOLUS, its subcontractors', ;M suppliers', or agents' operations, or their service hereunder, including any worker's com or C-Q_n_-WC1C& with services by any person pursuant to this Agreement. The CITY shall specifically be indemnified and held harmless of any liability as a result of the sale or use of the sludge produced by the CITY in any form whatsoever, except when the liability is occasioned by the CITY'S negligence or failure to inform as required in Article 11, Section 2, supra. The initial term of this Agreement is fora one-year period from April 1, 2024 to March 31, 2025. The Agreement may be extended annually for up to five one-year periods by mutual agreement in writing by both parties. Exhibit A provides an :ample to this Agreement. If any of the terms of this Agreement are to ©e modified by these extensions, they will be ©» to renegotiation by both parties upon written notice by either party, thirty (30) days prior to the expiration of the term. a) All terms and conditions of this Agreement are considered material, and failure to perform any of the terms and conditions on the part of either party shall be considered a breach of this Agreement. In the event either party to this Agreement breaches the Agreement, the party not in each of this Agreement shall notify the breaching party in writing of the nature of such breach. Within ten (10) days of said notice the breaching party shall correct Sri »y<£ b) In the event the breaching party fails to ©© the breach, as provided in (a) above, the ©a not in breach, without further notice, shall have the following ;§ghts and remedies, which rr y be exercised sin I y.r in combination: i) The right to declare this Agreement, together with all rights granted thereunder, terminated, effective immediately; 19 ii) The right to contract with others to perform the services otherwise t® be performed by the breaching party, or to erf® such services itself, and in) Any and all rights under federal laws and the laws of the State of Montana, C) Notwithstanding paragraphs (a) and (b), supra, the CITY shall have the right to terminate this Agreement if GLACIER GOLD fails in any consecutive 30 day period to accept sludge under the terms ®f this Agreement. d) Notwithstanding paragraphs (a), (b), and (c), supra, GLACIER GOLD, upon twelve (12) months written notice, shall have the right to terminate this A -reement for no other reason except as specified in Article V, Paragraph 2. I U This Agreement is binding upon the heirs, successors, administrato executors, personal representatives and assigns of the parties hereto. I This Agreement and attached Exhibit, attached hereto, comprise the entire agreement between the parties. This Agreement completely replaces any and all prior agreements of any nature whatsoever. Any additional agreement hereafter made shall be effective to alter, change, modify or discharge this Agreement in whole or in part unless any additional Rgreement is in writing and signed by the parties hereto. "EMSERANW11711TITAM If any article, section, subsection, sentence, clause, phrase or word of this Agreement is ever for any reason held to be invalid by a court, the parties of thi remain in full force and effect. h Contractors, subcontractors, subgrantees, and other firms doing business with the CITY or any agency connected with the CITY must be in comnliance with Title 49. r! rM 0-,� In connection with the performance of work and services under this and Constitution of the State of Montana. Contractor further agrees to com?11—rwith the -Civil Rights Act v11-10)f the Department of Health, Education and Welfare issued pursuant to the Act, and the provisions of Executive Order 11246, Equal Opportunity, September 24, 1965. The contractor agrees that any and all hiring by them A• 44- in and there shall be no discrimination on the basis of race, color, religious creed, political ideas, gender, age, marital status, physical or mental handicap, national origin or ancestry, by persons performing this contract. Qualifications mean such abilities that are genuinely related to the competent performance of the particular occupational task. In the event either party brings a legal action under this agreement, ea the action. lei 0 WA LVA F.111 41 U040 FOMIM On the — day of 20_ the City of Kalispell, a Montana municipal corporation, hereinafter referred to as the "City", and Glacier Gold LLC, a Montana limited liability company, hereinafter referred to as "Glacier Gold", entered into a Sludg* Management Agreement attached hereto and incorporated fully herein by this reference. Pursuant to Article VII, Paragraph I of the above described and incorporated ©e the parties hereto agree to extend all terms of said agreement for a period of One (1) year beginning on April 1, 20 and ending March 31, 2Q__. DATED this _, day of IM 11w