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H1. Amended Glacier Gold Sludge Management Agreement201 1st Ave E Post Office Box 1997 CITY OF Kalispell, MT 59903 KALISPELL Telephone: (406) 758.7720 www.Kalispell.com To: Doug Russell, City Manager From: Susie Turner, Public Works Director Re: Sludge Management Agreement -Glacier Gold LLC Meeting Date: February 18, 2025 Enclosed: Sludge Management Agreement Amendment and Extension BACKGROUND: The City and Glacier Gold Compost have a Sludge Management Agreement for disposing of Kalispell's biosolids (sludge). This agreement has been in place since 1993 and was most recently renegotiated in 2024. The updated 2024 agreement includes a one-year term, with the option to extend for up to four additional one-year terms if both parties agree. Glacier Gold has decided to close its Olney, Montana composting site but has negotiated terms with the City to keep the facility operating until the Wastewater Treatment Plant (WWTP) completes its dewatering equipment upgrade. Once the upgrade is complete, the City will haul biosolids exclusively to the Flathead County Landfill. The proposed amended agreement includes Glacier Gold providing sludge management services until the long-term biosolids project is completed in 2026. Below is a summary of the amendments to the current agreement: Charges/Adjustments: The City currently pays $238 per dry ton of sludge delivered to the Glacier Gold Compost Facility. This rate will increase to $370 per dry ton on July 1, 2025, and remain in effect through the agreement term. Term: The agreement will be extended from April 1, 2025, through September 30, 2026. Termination: City staff must provide Glacier Gold with 60 days' notice if the City chooses to terminate the agreement before September 30, 2026. RECOMMENDATION: Approve the amended Sludge Management Agreement with Glacier Gold. ACTION REQUESTED: Motion to approve the amended Sludge Management Agreement with Glacier Gold. FISCAL EFFECTS: There are no additional fiscal effects in FY25. The Wastewater Treatment Plant Fund Line Item Contract Services (354) will have a proposed budget increase in FY26 to accommodate the amended disposal rate. ALTERNATIVES: As suggested by City Council. SLUDGE MANAGEMENT AGREEMENT AMENDMENT AND EXTENSION This Amendment and Extension to the Sludge Management Agreement ("Amendmoiit") is hereby executed and effective as of 0 rA 2025, and is intended to modify and to replace certain ternis of t e Sludge Management Agreement ("Agreement") previously executed on or about March 5, 2024, by and between the City of Kalispell ("CITY") and Glacier Gold, LLC ("GLACIER GOLD"). RECITALS WHEREAS, thQ Parties entered into the Agreement on March 5, 2024. WHEREAS, the Parties desire to amend the Agreement on the terms and conditions set forth in this Amendment. WHEREAS, this Amendment is the first Amendment to the Agreetnc.nt- NOW, THEREFORI~, the Parties agree to amend and extend their obligations in the existing Agreement for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions, and agreements of the ,Agreement and this Amendment as enumerated below: Section 1. Amendments. a- Arrticle I, Section 2 CHARGES/ADJUSTMENTS of the Agreenicnt shall be amended as follows (amended language underlined): The CITY shall pay to GLACIER GOLD two hundred thirty eight dollars ($235) per dry ton of sludge delivered to and accepted by GLACIER GOLD from April 1. 2025 to June 30, 2025. The CITY shall pa to GLACIER GOLD farce hundred seven dollars ($370) per dry ton_of sludge deliver+rd_to and accepted by GLACIER C,()I..D from... July 1, 2025. to September_ 30z 2026. b. Article V11, Section 1 TERM of the Agreement shall he amended as follows (amend(A language underlined)_ The initial term of this Agreement is for a one- year period from April 1, 2024, to March 31, 2025. The term of this Aglegment shall extend from A rill 2025 through September 30 2026 with the char es agreed to by the Parties. in Article I Section 2 above and the other terms . rovided in this Agreement. c. Article VII Section 2 shall be arnunded as follows to add the following language (added language underlined): ei The CITY shall provide GLACIER GOLD 60 days' notice if the CITY decides to terminate the a reemetit..prior to September 30, 2026- Section 2. Nn Other Changes. Except as otherwise expressly provided in this Amendment, all the terns and conditions of the Agreement remain unchanged and in full force and effect- All terms within this Amendment shall have the meanings given ill the Agreement unless a different meaning clearly appears from the context. DATED this 31 day of j tV , 201S CTLACIE { B ATTEST: CITY O KAL[SPE.LL II Y': CITY MANAGFR ATTEST: