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4. Contract Award - Glacier GoldKalispell Public Works Department 201 111 Avenue East, P.O. Box 1997, Kalispell, MT 59903-Phone (406)758-7720 www.kalispell.com To: Douglas Russell, City Manager `5 ' From: Susie Turner, P.E., Public Works Directo& Re: Sludge Management Agreement -Glacier Gold LLC Date: April 2, 2014 Council Meeting Date: April 7, 2014 The City and Glacier Gold Compost have a sludge management agreement which ensures the disposal of Kalispell's bio-solids (sludge). The City uses Glacier Gold Composting as the primary method of sewage sludge disposal. Kalispell's BNR plant has been disposing sewage sludge at Glacier Gold Compost since 1993. In 1989, the City was tasked with finding a place to dispose of the undigested sewage sludge to meet DEQ and EPA sewage sludge disposal permit requirements. Studies were performed on alternative disposal sites and methods, and ultimately the City partnered with Glacier Gold Composting for use of the local compost facility. A comprehensive report detailing Kalispell's Sludge Management including sludge generation, handling, disposal, permit requirement, and management alternative is enclosed for reference. Public Works Staff and Glacier Gold Composting have been working on an updated Sludge Management Agreement. The changes to the agreement are as follows: 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 next five years. The previous contract had an annual adjustable rate based on the Consumer Price Index, which calculated into an annual average adjustment of 2.534 % for the last five years. Truck Washdown Service: Glacier Gold will provide a truck washdown service area at the composting site for use by the City, at no charge to the City. This will allow the WWTP Operators to washdown the equipment at the composting facility reducing pungent odors and fugitive biosolids from blowing out of the back of an empty truck while traveling on the Highway. Physical Characteristics: The sludge delivered to Glacier Gold by the City will be dewatered between 13% and 20% solids content. The previous contract stated it will be dewatered to 20% solids content. The sludge's solids content is 15% for Kalispell, and has been since 1993. This change doesn't affect Glacier Gold; it simply changes the contract to match Kalispell's sludge physical characteristics. Testing: Removed the requirement for special monthly analysis for zinc. The City has proven through 21 years of monthly testing that Zinc is not a paramount of concern. Monthly Zinc sampling is not a requirement of EPA, hence Glacier Gold conceded with the removal of the monthly zinc sampling requirement. The City will continue to perform the quarterly zinc sampling per the EPA requirements. RECOMMENDATION: Approve the Sludge Management Agreement with Glacier Gold for a five year term to expire on March 31, 2019. Public Works and the City Attorney have reviewed the agreement and have found it to be satisfactory. 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 19 201 ]'Avenue Easy P.O. Box 1997, Kalispell, MT 59903 —Phone (406)758-7720— Fax (406)758.7831, www.kalisnell.corn DATE: April 2, 2014 TO: Doug Russell, City Manager FROM: Susie Turner, P.E., Public Works Directo RE: 2014 Update -Sewage Sludge Management Report The following summarizes the Kalispell WWTP sludge generation, sludge handling, disposal, permit requirements, and management alternatives. Sludge Generation: Wastewater treatment plants generate two main products; the liquid stream or effluent and the solid stream or sewage sludge. Kalispell's Biological Nutrient Removal (BNR) plant ultimately removes the phosphorus from the sewage through the sewage sludge removal. The sewage sludge or biosolids product is thickened and hauled to Glacier Gold Compost and the Flathead County Solid Waste landfill. The sludge is 80% undigested and 20% digested, therefore containing a high count of fecal coliform bacteria. Because of the high pathogen count the sewage sludge generated by Kalispell are classified as Class B sludge per the EPA Standards for Use or Disposal of Sewage Sludge. Class B sludge has limited disposal application methods and disposal site restrictions onto which Class B sewage sludge can be applied. Kalispell's BNR treatment process uses microbes to uptake phosphorus in the bioreactors. A percentage of the microbes from the bioreactors are returned to the activated sludge after secondary clarification and used as seed for new influent treatment, the remaining percentage of the microbes containing the phosphorus are "wasted" and sent to the solids processing. The waste sludge is thickened with a polymer, pressed though a belt filter press, and conveyed into one of three dump trucks. Sewage sludge is typically pressed and hauled daily; Monday through Thursday, Saturday, and Sunday to the disposal facilities. Sewage sludge is only stored on site in the trucks for minimal hours at a time to optimize odor control and because there is not a storage area for sewage sludge at the WWTP. In a two week period 7 to 13 truckloads of sewage sludge are disposed of at permitted facilities. The range varies depending on the time of year and increasing flows to the WWTP. Table 1 summarizes the amount of sewage sludge produced and disposed from 2011 to 2013. Table 1: Slud a Quantity Summarization 2011 2012 2013 Glacier Flathead Glacier Flathead Glacier Flathead Gold Landfill Totals Gold Landfill Totals Gold Landfill Totals Tipping Fee $227.53 $31.05 $232.94 $31.05 $237.83 $31.05 ($/ton) ((per dry ton) r wet ton ((per dry Ion)(per wet Ion ((per dry ton) er wet ton Wet Weight 3,348.71 763.74 4112.45 3,312.24 758.11 4,070.35 3,361.01 647.12 4,008.13 tons Dry Weight 502.31 114.56 616.87 496.84 113.72 610.56 504.15 97.07 601.22 tons Tipping Fee $114,290.59 $23,714.13 $138,004.72 $115,733.91 $23,539.32 $139,273.23 $119,901.99 $20,093.08 Totals I139,995.07 # of truck 233 51 284 224 51 275 229 43 272 trips Glacier Gold Composite charges a tipping fee using $ per dry ton. Flathead Landfill charges a tipping fee base $31.05 per wet ton, using an average percent solid of 151/o the average 2011 to 2013 cost is $207 Costs shown are calculated using 15% total solids. Permitting: Sewage sludge in Montana is regulated through Region 8 EPA under 40 CFR 503 regulations through a general permit for facilities and operations that generate, treat, use, or dispose of sewage sludge by means of land application, landfill, and surface disposal. Kalispell's current EPA Permit, MTG-650010, is effective until May 12, 2018. The City is permitted to dispose of sewage sludge at Flathead County Landfill, Glacier Gold Compost, and the 40 acre disposal site. Only digester solids are allowed to be disposed of on the 40 acre site. The EPA permit requires an application and prior approval to use the same site for a different purpose or to establish a new site. Kalispell is currently permitted by EPA for: 1. Category 1. Facilities that generate or partially treat sewage sludge (biosolids) but do not use/dispose of sewage sludge. The sewage is sent elsewhere for final treatment and use/disposal. a. Category 1 coverage is to dispose of Kalispell's sewage sludge at Glacier Gold Compost. 2. Category 2. Facilities that use/dispose of sewage sludge and may also generate and/or treat sewage sludge but do not use/dispose of sewage sludge. Facilities/operations that treat sewage sludge and have someone else use/dispose of the sewage sludge without further treatment. The sewage is sent elsewhere for final treatment and use/disposal. a. Subcategory 2.a coverage is for operations that land apply sewage sludge and may also generate and/or treat sewage sludge. This category allows land application of digested sewage sludge on the 40 acre disposal site. b. Subcategory 2.b coverage is for operations that landfill sewage sludge and may also generate and/or treat sewage sludge. This category allows the disposal of sewage sludge at the Flathead County Landfill. 2 Disposal sites and management practices are restricted by the type of sewage sludge generated and treated by the WWTP. The sewage sludge generated and treated from the Kalispell WWTP is classified as Class B. The sludge is 80% undigested and 20% digested, therefore containing a high count of fecal coliform bacteria. Currently the Class B requirements are being met for pathogen and vector attraction reduction for the applications on the 40 acre site and for the Flathead County Landfill disposal site. Glacier Gold Compost uses Kalispell's Class B sewage sludge and processes it further to generate sludge waste that meets a Class A classification. The Class A classifications allows Glacier Gold to use the sewage sludge in a product which can be sold to the public for land applications. As a generator of sewage sludge, the City is required by permit to ensure the sludge is properly being managed and disposed in the permitted offsite treatment/disposal facilities. The treatment/disposal facilities are required to meet all the requirements including sampling, handling, and treatment methods, and reports outlined in EPA 40 CFR Part 257, 404, and 503 regulations. Sampling and analysis is a component of the EPA permit. Parameter concentrations from routine sampling are analyzed and compared to the allowed concentrations provided in EPA 40 CFR 503. Table 2 summarizes the sampling parameters and frequencies to meet Class B disposal requirements. Table 2: Sewage Slud a Sampling Parameters and Frequency Site Parameter Frequency Cost Notes Glacier Gold TCLI' Metals Yearly $1600 Total Metals Quarterly $275 Fecal Coliform Count Yearly Glacier Gold's Expense Zinc Monthly $75 (will be eliminated with new a reement) % Total Solids Every Load Performed at WWTP Paint Filler Test Yearly Performed at WWTP Flathead County Landfill (FCL) TCLP Metals Yearly $1600 Frequency is subject to change by FCL if more loads are sent to landfill Total Metals Quarterly $275 % Total Solids Every Load Performed at WWTP Paint Filter Test Yearly Performed at WWTP 40 Acre Site Total Metals Upon Application $275 Typically clean Digesters once every 5 years, Fecal Coliform Count Upon Application $50 Mercury Upon Application $10 Ammonia Upon Application $15 Nitrate Upon Application $25 Total K'eldahl Nitrogen Upon Application $30 Total Solids Upon Application $20 Paint Filter Test Upon Application Performed at WWTP Record keeping and reporting are also components of the EPA permit. The following records are required to be retained by the facility generating the sludge for five years and reported annually to EPA. 1. Concentration of each pollutant and Loading Rates listed in EPA 40 CFR 503.13 Pollutant limits 2. Certification statement 3. Description of how the Class B/A pathogen requirement are met 4. Description of how the vector attraction reduction requirements are met 5. Disposal facility's information and management practices 6. Tonnage disposed of at each disposal facility Disposal Sites: The City is permitted to dispose of sewage sludge at Flathead County Landfill, Glacier Gold Compost, and the 40 acre disposal site. The following section summarized each disposal site's method and costs. Glacier Gold Compost: Glacier Gold Composting is located in Olney, Montana. Kalispell's BNR plant has been disposing sewage sludge at Glacier Gold Compost since 1993. In 1989, the City was tasked with finding a place to dispose of the undigested sewage sludge to meet DEQ and EPA sewage sludge disposal permit requirements. Studies were performed on alternative disposals sites and methods, and ultimately the City partnered with Glacier Gold Composting for the disposal and use of a local compost facility. The City uses Glacier Gold Composting as the primary method of disposal for sewage sludge. Delivery to Olney is 70 miles round trip and takes an Operator two (2) hours to deliver the sewage sludge and return to the Kalispell WWTP. Glacier Gold Compost receives Kalispell's Class B sewage sludge, incorporates the sludge into the compost process, and produce a Class A sludge waste or compost product acceptable for public applications. The City does not participate in any of the operations at Glacier Gold to further enhance the sewage sludge to the Class A product. Sampling, handling, process methods, and final disposal or product distribution is the responsibility of Glacier Gold Composting. The City and Glacier Gold Compost have a sludge management agreement which ensures the City can dispose of 600 dry tons annually. The City delivers sewage sludge to Glacier Gold Compost on average 5 to 7 times per week. Table 3 summarizes the annual sewage sludge disposed at Glacier Gold Compost and the associated costs for 2013. Table 3: 2013 Glacier Gold Annual Delivery and Disposal Cost Wet Dry Tipping Delivery Weight Weight Fee (per Disposal Cost Delivery tons tons dry ton Cost $/tri Trips Cost Total Cost Glacier Gold 3,361.01 504.15 $237.83 $119,901.99 $124.13 229 $28,425.77 $148,327.76 Tipping fee is based on $/dry ton, percent solids are calculated by the WWTP prior to delivery to Glacier Gold, analysis costs are omitted Delivery cost is based on a 70 mile round trip, a 2.0 hour drive time, and include employee wages Flathead County Landfill: In 2004, City Council requested a backup option for sewage sludge disposal sites. The second disposal option request was due to the City reaching the yearly capacity agreement with Glacier Gold Compost and as a good management practice. The Flathead County Landfill was added to the list of Kalispell's sewage sludge disposal sites and the City's EPA permit was changed to allow coverage for sewage sludge disposal at landfills. The landfill accepts one Load per day of sewage sludge during the week. 0 Montana landfills are regulated under Administrative Rules contained in 17.50.501-542. Montana DEQ is the primacy agency that regulates landfills. Flathead County Landfill is regulated as a Class II landfill and able to receive solid wastes outlined in FCR 17.50.503, Waste Groups. Undigested sewage sludge is not described in the list; only digested sewage treatment sludge is included as acceptable. The current Flathead Solid Waste Manager is aware of the regulations and has accommodated Kalispell's weekly load of sewage sludge. The Manager has always been upfront with the City about the limited receiving and management capabilities due to the Kalispell's sludge percent solids, classification, weather conditions, and the amount of garbage received at the landfill. As with all regulated facilities, the County is obligated to maintain landfill permit compliance and because of Kalispell's Class B classifications, the landfills ability to accept the waste is subject to change by regulating authorities. Currently, one load per week of sewage sludge is delivered to the landfill for disposal. The landfill manages the sewage sludge by mixing it with the layering of the garbage. Kalispell's Class B classification requires the sewage sludge applied to the landfill to be incorporated and covered within 24 hours of receiving the waste. Class B sludge cannot be used as landfill cover due to the high pathogen count. Table 4 summarizes the annual sewage sludge disposed at the Flathead Count Landfill and the associated costs for 2013. Table 4: 2013 Flathead County Annual Delivery and Disposal Cost Wet Dry Tipping Delivery Weight Weight Fee {per Disposal Cost Delivery tons tons wet ton Cost $/tri Trips Cost Total Cost Flathead County 647.12 97.07 $31.05 $20,093.08 $51.06 43 $2,195.58 $22,288.66 Landfill Tipping fee is based on $31.051wet ton, analysis costs are omitted Delivery cost is based on a 20 mile round trip, a 1 hour drive time, and include employee wages 40 Acre Disposal Site: The 40 acre disposal site is located south of Kalispell off Cemetery Road. The property was acquired by the City in conjunction with EPA in the 1970s as a site to dispose sewage sludge. EPA owns 75% of the property and regulates the land use management practices. The City uses the site for land disposal of the digester sludge. Digester sludge has a low total solids percentage and contains plastics, paper products, hair, metal, grit and other insoluble inorganic materials. Because of the "junk" content in digester sludge, it is impossible to run it through the plant dewatering equipment and therefore cannot be disposed of at the Flathead County Landfill or Glacier Gold Compost. The digesters are typically cleaned by a private company, once every 5 years at a cost of $18,000 and the sludge waste is applied to the 40 acre site. WWTP Operators disk the sludge into the soil within six hours of application. Management Comparison: WWTPs generate sewage sludge as a part of the treatment process and are responsible for the disposal of the waste. There are multiple alternatives in which sewage sludge disposal can be managed. The disposal management has to meet federal code regulations and provide constant disposal capacity for the generation of the sewage sludge. 5 Glacier Gold Compost currently is the City's primary alternative for sewage sludge disposal. The products created from Glacier Gold are 100% dependent on the sewage sludge delivered by the City of Kalispell. Glacier Gold Compost meets all the requirements for a disposal facility accepting Class B sewage sludge and because the BNR process creates a waste sludge that is rich in nutrients Glacier Gold Compost provides the opportunity for beneficial reuse of the sludge byproduct from the WWTP. To ensure permit compliance with sludge disposal, Glacier Gold is a year round reliant source that accepts the liability of Kalispell's generated sludge waste. The City and Glacier Gold's contract limits disposal to 600 dry tons per year of sewage sludge. Over the past 5 years the City has averaged 532 dry tons per year. As the City's sewer influent increases and subsequently the sewage sludge produced increases alternatives will need to be studied for additional sewage disposal. Flathead County Landfill provides a backup site for disposal of the Class B sludge waste which meets the permit requirements. Flathead County Landfill has not been used as the primary disposal site because of the landfills seasonal operation management limitations for Class B sewage sludge, landfill regulations, and the landfill does not provide the dependable year round disposal capability. Management costs should also be taken into consideration to evaluate cost savings and feasibilities for sewage sludge disposal. Table 5 provides an example that compares the costs for current disposal methods and increased disposal to the Flathead County Landfill using the 2013 tipping rates. Table 5: 2013 Management Cost vs. Increase Disposal Cost to Flathead County Landfill Wet Dry Delivery Weight Weight Tipping Disposal Cost Delivery Analysis tons tons Fee Cost $/tri Trips Cost Cost Total Cost Glacier Gold 3,361.01 504.15 $237,83 (per dry ton) $119,901.99 $124.13 229 $28,425.77 $3,300.00* $151,627.76 Flathead County Landfill 647.12 97.07 $31.05 (per wet ton) $20,093.08 $51.06 43 $2,195,58 $22,288.66 Total 4,008.13 601.22 $139,995.07 272 $30,621.35 $3,300.00* $173,916.42 Flathead County Landfill 4,008.13 $31.05 (per wet ton) $124,452.43 $51.06 272 $13,888.32 $7500**T$145,840.75 Tipping fee for Glacier Gold is based on $/dry ton, 15% percent solids was used to calculate the cost. Delivery cost is based on a 70 mile round trip, a 2 hour drive time, and includes employee wages. Tipping fee for FCL is based on $/wet ton. Delivery cost is based on 1 hour drive time and a 20 mile round trip. *The same analysis at the same frequency was required for Glacier Gold and the landfill in 2013 **Assumed four TCLP analysis requirements for landfill, need verification on frequency and other sampling requirements from DEQ, EPA, and the landfill Other alternatives for sludge waste disposal can be evaluated for cost saving and feasibility in a cost benefit study. Some of those alternatives are listed below: ■ Alternative 1 — Generate Class A sludge, then surface apply or land application at a reduced tipping fee. Class A production involves mechanical complexity, high capital cost, extensive operation and maintenance requirement, storage facility, and a large quantity of land. Alternative 2 — Inject digested sludge on other farm land. Requires large quantity of land, storage facility, and Class A sludge generation or complete digested Class B sludge generation. Alternative 3 — Purchase an existing composting operation or develop a Municipal composting facility. Alternative 4 — Compost dewatered sludge at the Flathead County Landfill. Involves participation, capital costs, and operational costs for County Landfill. 7 SLUDGE MANAGEMENT AGREEMENT THIS AGREEMENT, made this , day of _ , 20 . , by and between the City of Kalispell, a municipal corporation, hereinafter called "CITY" and Glacier Gold L.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 alternative, dated January 26, 2004, attached hereto and made a part of this 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 dewatered sludge. WITNESSETH: ARTICLE I SERVICES AND CHARGES 1. SLUDGE REMOVAL AND DELIVERY. The CITY will provide to GLACIER GOLD and GLACIER GOLD will accept all the dewatered sludge produced at the CITY'S wastewater treatment plant. The annual delivery of sludge shall not exceed 600 dry tons per year unless 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. 2. CHARGES/ADJUSTMENTS. The CITY shall pay to GLACIER GOLD, two hundred dollars thirty eight dollars ($238) per dry ton of sludge delivered to and accepted by GLACIER GOLD. 1 3. TRUCK WASHDOWN SERVICE. GLACIER GOLD shall provide truck washdown service at its composting operation site for use by CITY equipment, at no cost to the CITY. ARTICLE II SLUDGE CHARACTERISTICS 1. PHYSICAL CHARACTERISTICS. 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. 2. CHEMICAL CHARACTERISTICS. The CITY shall not deliver to GLACIER GOLD any sludge where test results of the sludge exceed maximum contaminant limits established by the EPA or State Water Quality Bureau. If the sludge contains any physical, chemical or organic chemical characteristics that render it unsuitable for use by GLACIER GOLD, GLACIER GOLD has the right to refuse acceptance 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 use. ARTICLE III MEASUREMENT AND PAYMENT 1. FORMULA 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 2. MAINTENANCE OF RECORDS. CITY will maintain accurate records of tonnages delivered to GLACIER GOLD in a form adopted by the CITY. CITY shall provide records on 2 tonnage delivered to GLACIER GOLD with each billing cycle. These records will form the basis of payment under Article I of this Agreement. 3. LOADING MEASUREMENT. The CITY shall determine the tonnage of sludge to be hauled by all trucks. Tonnage delivered to GLACIER GOLD shall be determined by weighing trucks delivering sludge when full and then weighing truck when empty. All weighing shall be done on certified scales supplied by GLACIER GOLD. Duplicates of weight tickets shall be supplied to GLACIER GOLD. 4. INVOICE SUBMISSION AND PAYMENT. CITY 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. ARTICLE IV SCHEDULES AND TESTING 1. SCHEDULES. CITY and GLACIER GOLD shall develop and agree to a normal operating schedule which will allow the CITY to efficiently operate the wastewater treatment plant and allow GLACIER GOLD to accept the projected volume 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 II, Section 2, analyses for TKN, total Phosphorous, ammonia, nitrates and routine heavy metals will be provided to GLACIER GOLD -on a quarterly basis. Upon written request from GLACIER GOLD, CITY will provide GLACIER GOLD with the results of any additional sludge tests conducted by the CITY. If 3 GLACIER GOLD conducts any test on the sludge, GLACIER GOLD shall provide the results of such test to CITY. ARTICLE V PERMITS, CHANGES TO LAW 1. PERMITS. GLACIER GOLD shall have the full responsibility and any and all liability for meeting the terms conditions of any permits which GLACIER GOLD must acquire relative to the program outlined in this Agreement. GLACIER GOLD agrees to hold CITY harmless and indemnify the CITY with regard to GLACIER GOLD'S lack of compliance or any other reason which results in an action of regulatory enforcement or litigation 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. 2. CHANGES TO LAW. 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 requirements, regulations, or local interpretation of the laws or regulations 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 writing. In the event agreement of a revised amount cannot be reached within sixty (60) days of receipt of such request, either party may terminate this Agreement with ninety (90) days written notice. ARTICLE VI INSURANCE, INDEMNIFICATION, AND BONDING 1. INSURANCE REQUIREMENTS. :d Without limiting GLACIER GOLD'S indemnification of the CITY, GLACIER GOLD shall provide and maintain at its own expense during the terms of this Agreement, the following policy or policies of insurance covering its operations hereunder, whether such operations be by GLACIER GOLD or by any subcontractor or by anyone for whose 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. 2. GENERAL LIABILITY. Such policy of insurance shall include, but not be limited to, comprehensive 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 be primary to and not contributing with any other insurance maintained by the CITY and shall name the CITY as additional insured. 3. WORKER'S COMPENSATION. GLACIER GOLD'S employees shall be covered by Worker's Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of Montana. 4. FAILURE TO PROCURE INSURANCE. 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 5 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 GOLDS, its subcontractors', suppliers', or agents' operations, or their service hereunder, including any worker's compensation suits, liability, or expense arising from or connected 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 II, Section 2, supra. ARTICLE VII TERM OF AGREEMENT 1. TERM. The initial term of this Agreement is for a five (5) year period from April 1, 2014 to March 31, 2019. The Agreement may be extended for an additional five (5) years by mutual agreement in writing by both parties. 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. 2. TERMINATION. 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 breach 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 the breach. b) In the event the breaching party fails to correct the breach, as provided in (a) above, the party not in breach, without further notice, shall have the following rights and remedies, which may be exercised singly or in combination: N. i) The right to declare this Agreement, together with all rights granted thereunder, terminated, effective immediately; ii) The right to contract with others to perform the services otherwise to be performed by the breaching party, or to perform such services itself; and iii) 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 of 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 Agreement for the business reason stated in the Proposal Alternative 1, attached hereto, and for no other reason except as specified in Article V, Paragraph 2. ARTICLE VIII MISCELLANEOUS 1. BINDING EFFECT. This Agreement is binding upon the heirs, successors, administrators, executors, personal representatives and assigns of the parties hereto. 2. ENTIRE AGREEMENT. This Agreement and Proposal Alternative 1, 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 agreement is in writing and signed by the parties hereto. 3. SEVERABILITY. 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 hereby agree that such decision shall not affect the validity of the 7 remainder of this Agreement, and the parties agree that the remaining provisions shall remain in full force and effect. 4. AFFIRMATIVE ACTION POLICY. Contractors, subcontractors, subgrantees, and other firms doing business with the CITY or any agency connected with the CITY must be in compliance with the CITY'S Affirmative Action Plan and Title 49, MCA or forfeit the right to continue such business dealings. 5. NON-DISCRIMINATION. In connection with the performance of work and services under this Agreement, the contractor agrees to comply with the provisions of the law and Constitution of the State of Montana. Contractor further agrees to comply with the Civil Rights Act of 1964 (78 Stat. 242), the regulations of 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 related to this Agreement shall be on the basis of merit and qualifications 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. 6. ATTORNEY'S FEES. In the event either party brings a legal action under this agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and costs in prosecuting or defending the action. 1.1 ATTEST: CITY OF KALISPELL CITY MANAGER ATTEST: