R05-028
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2 RESOI~UTION NO. R05- O.>.'?
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5 A RESOLUTION OF THE CITY OF BOYNTON
6 BEACH, FLORIDA, RATIFYING THE ACTION
7 TAKEN BY THE SOUTH CENTRAL REGIONAL
8 WASTEWATER TREATMENT AND DISPOSAL
9 BOARD ON JANUARY 20, 2005, AS SET FORTH
10 IN EXHIBIT "A" ATTACHED HERETO; AND
11 PROVIDING AN EFFECTIVE DATE.
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14 WHEREAS, The South Centra] Regiona] Wastewater Treatment & DisposaJ
15 Board (SCRWTDB) requests ratification of the action taken by the Board at the Quarterly
16 Meeting of January 20,2005, as set forth in the attached Exhibit "A".
17 NOW, THEREFORE, BE IT RESOlNED BY THE CITY COMMISSION
18 OF THE CITY OF BOYNTON BEACH, FLORIDA THAT:
19 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
20 as being true and correct and are hereby made a specific part of this Resolution upon
21 adoption.
22 Section 2. The City Commission docs hereby ratify the action taken by the
23 South Centra] Regional Wastewater Treatment & Disposal Board on January 20,2005, as
24 set forth in the attached Exhibit "A".
25 Section 3. This Resolution shaJl take effect immediately upon passage.
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S:\CA\RESO\SCRWTDB Annual Meeting 01~20-05 Ratification.doc
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1 PASSED AND ADOPTED this ~ day of February, 2005.
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4 CITY OF BOYNTON BEACH,
5 FLORIDA
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17 Ãi:S ~er
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19 C·
20 Commissioner
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S:\CA\RESQ\SCRWTDB Armual Meeting 01-20 05 Ratification_doc
SOUTH CENTRAL REGIONAL WASTEWATER
'J 1j'¿1>.S'\\ TREATMENT AND DISPOSAL BOARD
,,\,,\0'< ç,r'~ 1801 North Congress Avenue . Delray Beach, Florida 33445
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C\ , ,f¡\ \'2:' .' ¡~\ Telephone
\'~\ ~'\ (561) 272·7061 (561) 734·2577
,/1'\\\\ Fax: (561) 265·2357
www.scrwwtp.org
MEMORANDUM
TO: Ms. Janet Prainito
City Of Boynton Beach
FROM: Mary Ann Shumilla ~V'
I·
DATE: January 21, 2005
RE: RATIFICATIONS FOR SIGNATURE
Attached are the Ratifications from the Quarterly Annual Meeting of January 20,
2005 which require signatures. Would you place these on the Agenda for your next
Commission meeting.
Would you contact me at 272-7061 when the Ratifications are executed.
Thank you.
R05-0J8
RATIFICATION OF SOUTH CENTRAL REGIONAL
WASTEWATER TREATMENT AND DISPOSAL BOARD
ACTION OF JANUARY 20, 2005
WHEREAS, the South Central Regional Wastewater Treatment and Disposal Board did on
January 20, 2005 by a vote of 7-0, approve AUTHORIZATION TO ENTER INTO AN
AGREEMENT WITH THE CITY OF DELRAY BEACH TO EXPAND THEIR CONTRACT FOR
THE REUSE LINE WITH CHAZ EQUIPMENT FOR AREA 1 RECLAIMED WATER SYSTEM
INTO THE SOUTH CENTRAL PLANT IN THE AMOUNT OF $415.240.00. COST TO BE
SPLIT 50/50 FROM EACH CITIES' CAPITAL FUND. C405.03
WHEREAS, said Board action requires ratification by the City of Boynton Beach and the
City of Delray Beach.
NOW, THEREFORE, the City of Boynton hereby ratify said Board action independently.
The above action is hereby ratified in open session by the City of Boynton Beach this
/!:L. day of fubn '" r'l ' aD05' ,by a _C)- 0 vote.
CITY OF BOYNTON BEACH
By: ~:ij~
/ Ma',! r /
'j
Attest:
Approved as to form:
WJ~ ~Woç
fttB:: City Attorney
INTERLOCAL AGREEMENT FOR
REIMBURSEMENT OF CONSTRUCTION COSTS
FOR RECLAIMED WATER DISTRIBUTION
PIPING PROJECT DATED DECEMBER, 2004
THIS AGREEMENT entered into this _ day of , 2005, by
and between the CITY OF DELRAY BEACH, (hereinafter referred to as "City"), and the
SOUTH CENTRAL REGIONAL WASTEWATER TREATMENT AND DISPOSAL
BOARD (hereinafter referred to as "SCRWTD Board"), and provides as follows:
WHEREAS, the City is in the process of constructing a Reclaimed Water
Distribution System which will connect to the SCRWTD Board's Reclaimed Water
Facility; and
WHEREAS, it is necessary to construct connection piping between the City's
Reclaimed Water Distribution Pipe and the SCRWTD Board's Reclaimed Water Facility
which such connection will be constructed upon the SCRWTD Board's real property;
and
WHEREAS, the City is currently under contract with Chaz Equipment Co., Inc.,
to construct the City's Reclaimed Water Distribution Piping System and in order to
facilitate the connection of such system to the SCRWTD Board's Reclaimed Water
Facility, the parties believe it to be in their mutual best interest to have the City's
Contractor construct the connection piping and metering upon the SCRWTD Board's
real property; and
1
WHEREAS, such connection construction is a capital expenditure for the
SCRWTD Board, which such capital expense is funded by the Cities of Boynton Beach
and Delray Beach respectively; and
WHEREAS, the SCRWTD Board upon collecting such capital contributions from
the Cities of Boynton Beach and Delray Beach will reimburse the City for all costs of the
project.
WHEREAS, the City Commission and the SCRWTD Board have determined it to
be in the best interests of the parties to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
set forth herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The above-stated recitals are
incorporated as if fully set forth herein.
2. BID AWARD AND ACCEPTANCE. The City has received a bid for
Project No. 2004-20 for an Area I Reclaimed Water System as it pertains to the City's
Reclaimed Water Project. The City has awarded the bid to Chaz Equipment Co., Inc.
The City shall add a contract addendum to its contract with Chaz Equipment Co, Inc. to
construct the SCRWTD Board Project.
3. CONSTRUCTION OF PROJECT. The City's addendum will advise Chaz
Equipment Co. Inc that the SCRWTD Board Project shall be constructed in accordance
with the plans to be submitted by the SCRWTD Board.
4. PAYMENT FOR CONSTRUCTION. The SCRWTD Board shall be
responsible for all costs associated with the SCRWTD Board Project for which a
2
proposal was received by the SCRWTD Board as shown on Exhibit "An hereto. If the
SCRWTD Board Project cost is increased or decreased, the SCRWTD Board shall be
responsible to pay the City all of the costs of construction and incidental costs
occasioned by the City as a result of the work. The SCRWTD Board shall pay to the
City the amount in Exhibit "A" ten (10) calendar days prior to the City's contract with
Chaz Equipment Co., Inc., being revised to include the SCRWTD Board Project
referred to above. If the SCRWTD Board fails to make payment to the City within the
required time period, the City shall not be required to amend the Contract to include the
construction of the SCRWTD Board Project. The City shall refund to the SCRWTD
Board any funds provided to the City that were not expended for the construction of the
SCRWTD Board Project at the conclusion of the project and after a full accounting of
the SCRWTD Board Project has been performed by the City. In the event greater
funds are needed than the amount the City has collected from the SCRWTD Board, the
SCRWTD Board shall then remit such funds to the City within ten (10) calendar days of
receiving such written request from the City.
5. COMPLIANCE WITH CONTRACT; INSURANCE. The City shall require
the contractor to comply with all the terms and conditions of the specifications submitted
by the SCRWTD Board to the City for the Project and the City's contract, including the
one year warranty period as described in the General Conditions of the Contract. In the
event there is a dispute between the parties regarding compliance with the contractual
terms by the contractor, the City, in its sole discretion, shall determine whether or not
the contractor has complied with the contract. The City shall require the City's
Contractor to add an additional named insured for the SCRWTD Board Project.
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6. GOVERNING LAWS; VENUE. Any claims, lawsuits or disputes that may
arise under this Agreement shall be governed by the Laws of Florida, with venue in
Palm Beach County, Florida.
7. INTEGRATION; AMENDMENTS. This Agreement constitutes the entire
agreement and understanding of the parties. There are no representations or
understandings of any kind not set forth herein. Any amendments to this Agreement
must be in writing and executed by all parties.
8. NOTICE. Any notice or communication under this agreement shall be in
writing and may be given by registered or certified mail. If given by registered or
certified mail, the notice or communication shall be deemed to have been given and
received when deposited in the United States Mail, properly addressed, with postage
prepaid. If given otherwise, than by registered or certified mail, it should be deemed to
have been given when delivered to and received by the party to whom it is addressed.
The notices and communication shall be given to the particular parties at the following
addresses:
City: David Harden, City Manager
City of Delray Beach
100 NW. 1st Avenue
Delray Beach, Florida 33444
SCRWTD Board: Robert J. Hagel, Executive Director
1801 NorthCongress Avenue
Delray Beach, FL 33445
Any party may at any time by giving ten (10) calendar days written notice designate any
other person or entity or any other address in substitution of the foregoing to which the
notice or communication shall be given.
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9. SIGNATURE REQUIRED. This Agreement shall not be valid unless and
until signed by the Mayor and attested to by the City Clerk.
10. RECORDING. This Agreement shall be recorded in the Public Records of
Palm Beach County, Florida.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the day and year first above written.
ATTEST: CITY OF DELRAY BEACH, FLORIDA
By: By:
City Clerk Jeff Perlman, Mayor
Approved as to Form:
By:
City Attorney
WITNESSES: SOUTH CENTRAL REGIONAL
I WAS.~EW..ATERTREATMENT&
fi6' '~.' ~.r DlSP Sfd.. BO /RD ,
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'U/ß ,'- By: ,. ,
R"~"':' T Ibgpl Print~ \ .Ton:: :eviMon
(Name Printed or Typed) Title: \ \ Chai à
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,.?r'Vjß./¡.Jlk1ß'Þ/'..þt!/ ,) "
Mariiaret Woodall
(Name Printed or Typed)
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this J\L. day of
January , 2005, by Jon R. Levinson , (name
of officer or agent) as r.h~ i rm~n (title of officer or agent) of
so. Central Regional Wastewater Board (name of corporation). He/She is
personally known to me ~~~iQ as identification.
-}ií ~ {/~fi> .dJ..M .",,/k
_<'\:'~¿2-_ Mary Ann ShumiIJa Signatu~ of Notary Public - S!ate
;:.~~';¡~0:~ Commission #DD198899 of Flonda Mary Ann Shumllla
c.".;. '0.~,; Expires: May 01, 2007
":-"ÔFf~Oq>~ BondcdThru
'.,."" At]a;¡tic Bending Co.. Inc.
5
SOUTH CENTRAL REGIONAL WASTEWATER
TREATMENT AND DISPOSAL BOARD
1801 North Congress Avenue . Delray Beach, Florida 33445
@ 'Thlephone
:J: (561) 272·7061 (561) 734-2577
L> Fax: (561) 265-2357
~~I} a www.scrwwtp.org
LJ..}2 0,;
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__lr, £0
CC'
I-- ' :fl.:
--' Q.. Ms. Janet Prainito
.....,,'--
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. - CITY OF BOYNTON BEACH
C.1,L' 0,;
!b:~;' , CITY CLERK'S OFFICE
u_c: Q) P.O. Box 310
C;)>- kJ
>-1-- 4- Boynton Beach, FL 33425-0310
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Dear Janet:
Per our telephone conversation yesterday, enclosed is Exhibit "A"
which should be attached to the Ratification and Interlocal
Agreement for Chaz Equipment in relation to the reclaimed water.
Thank you for your assistance.
Sincerely,
Mary Ann Shumilla
Executive Assistant
EXHIBIT "A"
~ROM :CHRZ EQUIPMENT CO., INC. FRX NO. :5613332180 AGENDA II G (5)
3460 Fairlahe Farm~Road
Suite 8 ...
Wellington, FL 33414
Phone: 561-333-2109 .....
Fax: 561-333-21.110
January 7, 2005
Mr. Bob Hagel
South Central Regional Wastewater Treatment and Disposal Board (SCRWfB)
1801 North Congress Ave
Delray Beach, FL 33445
Re: SCRWTB Reclaimed Water Main
"Piggyback" proposal based on Delray Contract (Project # 2004-020)
Dear Mr. Hagel:
Please ffnd attached proposal for the rec/aimfJd water pIping at the SCRWTB plant located at
1801 North Congress Ave. Pricing is predlcatfJd or commensurate with Pricing of the Contracl
between Chaz Equipment and the City of Delray Beach for continuation of the reclaimed main
from the termInation point of this proposal to the City of Delray Beach Municipal Goff Course on
Atlantic Ave.
Total Proposal Amount UJ5.240.00
Should you have any further questions please do not hesitate to call.
FROM :CHAZ EQUIPMENT CO.. INC. FAX NO. :5613332180 Jan. 07 2005 01:38PM P3
$checlUle A
Area 1 Reclaimed Water System
Delray
Bids 10128104; 2:00 PM
SCRWfP Yard Piping "Piggyback" Contract Addition
11Bm" Deac~ptJon Qty Vol pnc.. TataI
Mobilization 1 L.S 15,000.00 16,000.00
Maintenance of Traffic 1 LS 500.00 500.00
. Clearing' Grubbing (Includel aoddlng ",.Ioratlon) 1 L.S 22,500.00 22.600.00
~III Reoord DnowIngs 1 LS 750.00 750.00
- 18" CL :¡!O DIP RWM 80 LF 105.00 8.300.00
5 U" CL 3eO DIP RWM 180 LF 109.00 19.820.00
6 JO" CL "0 DIP R_ S84 LF 166.00 90,520.00
AddIUonoI flIItl1ll* (Iro, u· and SO" þiplng) for yard þiþing..
- __ piping lIS bid to City; Inclu_ changing to 2<11<18 ... to 1 LS 66.500.00 68,600.00
241<18_)
t Jtock and IIora AlIoInIic ,,_... O' L.S 135,000.00 0,00
8 SO" RWM (HDPE SDR 11.olPS Dll9C1ton.' D~II· Cong.... "..nu. 0 LS 105,000.00 0.00
g SO" RWM (HElPE SDR 11. DIPS DlNcIIonel D~II . Lake Ido Rd 0 L.S 105.000.00 0.00
10 5" o. v..... 0 Ell 700.00 0.00
11 8" ca... V...... 0 Ell 950.00 0.00
12 10" ca. V.... 0 Ell 1,525.00 0.00
1:\ 1rllull8rflyVolV8 0 Ell 4.000.00
14 24" BuI1OftI¡t Vol.. 0 Ell 8,000.00
18 )0" 8utterfly V_ I Ell 11.000.00 11.000.00
Air ReI.o.. Val.. & ~ Ae~al 1 E.A 2.000.00 2,000.00
17 Connect 10 Exlot. U" DIP RWM 2 LS 4.000.00 8,000.00
- Connect 10 Exlat. 30" DIP RWM 2 LS 7.600.00 15,000.
18 Co_to _.:14" DIP _ (Dtwg C-,) 0 L8 4,000.00 0.00
1. ~ to E~ 24" DIP RWM ($1810 +., ÒI1 drwu C-6) 0 I.S 4.000.00 0.00
20 I'Iox CU'-t C_ng (o.taU I! on dnog C.2) 0 L.S U,31iO.00 0.00
1 Á
rROM :CHRZ EQUIPMENT CO.. INC. FRX NO. :561333218121 Jan. 1217 2005 ø1:38PM P4 .
Schedule A
Area 1 Reclaimed Water System
Delray
Bids 10128104; 2:00 PM
SCRWfP Yard Piping "Piggyback" Contract Addition
Item' D..<;rtption Qty Unit P~ce Total
21 24" 1'111 CL 2!0 RWIII Concret" HeadwaH Cronlng L.J2 Can" (Drtwg C- O LS 30,000.00 0.00
1)
22 CUI & PhIg ExIot. Forn" Mal"" 0 EA 1,000.00 0.00
n Re_ exllII.l'ør.. Moll.. 0 LF 4.110 0.00
24 Raise _ Imll PIping (SIa 32+ 88 on drwll C-O) 0 I.S 2,000.00 0.00
~ Open CUI_ Trench ~'r (TO' før 30"; 30' for 24" DIP: 20' ør 120 U' 30.00 3.8011.00
24"CMP)
2$ Concrete Drive Apron 0 SF 4.110 0.00
:zt SI_tkR"""I, 0 LF 30.00 0.00
28 Rostøre """""'.... .....Ing 6IId slgnage 0 LS 2,600.00 0.00
:It Flow Me.... ......11e<I.n Ex/8t ....... Vault (drwg C-ZO) 0 LS 9,900.00 0.00
- PIpIng I """" _r'''''''''1ed wi ._"controla 1 La 125,000.00 126,000.00
Pipòn~ 1 Is
-.. 1 10
- 1 1&
ÞIpo su_ 1 Is
--- 1 IB
30 Flow _I V.Iv.I""""1ed In ¡jel.' M_ Vault (Drwg C-2U) U LS 9,800.00 11,00
3i 24" Rç i outten (Ørwg C-20) D L.!I 2,500.00 0.00
- :U" Aep 0uIfII11 RAIbonIIon Alae __Ion 1 L.!I 24,600.00 24,1100,00
Aom<¡ye exlslirlg oulfoft I SIruCWtB 1 LS
Tie-in to $)(tIling Blruc:tutB 1 e.
2!f' 24' CMP CuhNltl 100 LF
Mllem! end Bectton 1 E.
fI"9111dlng 1 L5
3% "4" Control Line linoatlOd In 2" PVC PIpe & 3M" Dratn U...l!n....d In 0 LS 4,000.00 0.00
2" f'VC PIpe
- )" CIIIoftne Line 88 LF 50.00 4.250.00
)" CÞlorlrle Line 8ð LF
Connect to exIs1Ing 3" 2 ea
R_ ExIOIihO 3" 70 LF
. Video AIIowenc. ; LS :ZOO.OO 200.001
2 ;t
FROM :G/AZ EQUIPMENT CO., INC. FAX NO. :5613332180 Jan. 07 2005 01:39PM P5
SGhfJdul6 A
Area 1 Reclaimed Water System
Delrey
Bide 10/28/04¡ 2:00 PM
SCRWTP Yard Piping "Piggyback" Contract Addition
110m II Description QIy Unit PriCe Total
,. U~ Undwground AlloWonao ~ L8 60,000.00 0.00
35 ~ndec8plng Allowance 0 L8 5,000.00 0.00
35 Indomnlllcalton 0 LS 10.00 0.00
TOtAL EVALUATED IiI'D IIId "-"'" 1 through 35 415,240.00
-~
B-Ì'i¢j!§l:' d d
!f~~... !, ::0 = OontractUolt price change8 ue to re uœd qty
- ·...Bid Items oddod Ihls proposal and not Included In CIty scope
.,..
l1li .æ Project iI2OQ4-020 Conll'lCt Unft Pricing
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Propsoa' io predioated on pions tilled "Roclaimed worer Distribution Sft.
Plan' by HlIZen and Sawyer for "'" Soulll Central Regional Wa._ter
Traotmentand DllpoNl9oIor(! daf¡od Doœmbt!r 2004
All Contract provlokmo ond appOcaÞ4e unll prlclg lor Iha Area 1 Reclaimed
WllØr SyO_ (CiIy project" 2004-02Q) _en Chez Equipment ond thø
City of Delray Bøooh 011011 apply In Ihe wurlt per Ihi. propoNl
By H
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RATIFICATION OF SOUTH CENTRAL REGIONAL ?¡D5 - 09.6
WASTEWATER TREATMENT AND DISPOSAL BOARD
ACTION OF JANUARY 20, 2005
WHEREAS, the South Central Regional Wastewater Treatment and Disposal Board did on
January 20, 2005 by a vote of 7-0, approve AUTHORIZATION FOR CHAIRMAN TO SIGN
AGREEMENT WITH SOLID WASTE AUTHORITY FOR SOUTH CENTRAL TO PARTICIPATE
IN THE CONSTRUCTION AND OPERATION OF THE BIOSOLlDS PELLETlZA TION
PROJECT. CONSTRUCTION COST OF $5,643,362 TO BE SPLIT 50/50 FROM EACH
CITY'S CAITAL FUNDS.
WHEREAS, said Board action requires ratification by the City of Boynton Beach and the
City of Delray Beach.
NOW, THEREFORE, the City of Boynton hereby ratify said Board action independently.
The above action is hereby ratified in open session by the City of Boynton Beach this
1'5 day of ~ru.o..ri ,~D0'5 ,by a 5-0 vote.
CITY OF BOYNTON BEACH
Ii
Vc~
By: . /If¡:;¡/'t 11c~
/ / May¡ r .
/ . ~.
. l-ilW^3
ro::; .1;;<11«'""
AU." ~ 'tn ~,t~;1.-Pl;t~;~~
I C· CI k ._, ""__'0'
I Ity er ~=:1<. ' , ~ ^ ''',,",
, -" '{~
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Approved 'as to form: ~~~;'¡'~;::"
~k:;¡,.$:V
L® ~'tIIß)6!;'
~.City Attorney
YOUR PARTNER FOR
SOLID WASTE SOLUTIONS
January 7,2005
Mr. Robert J. Hagel, P.E.
Executive Director
South Cen1ral Regional Wastewater
Treatment and Disposal Board mœ @œo ¡r¡ Œm
1801 North Congress Avenue
Delray Beach, FL 33445 JAN 1 2 2005 ß,
Re: . Interlocal Government Agreement By
Biosolids Processing and Recycling :::-
-
Dear Mr. Hagel:
Enclosed please find a copy of the proposed Interlocal Agreement (!LA) between the
SCRWWTP and the Solid Waste Authority for biosolids processing and recycling.
We have finalized the agreements with NEFCO for the design, construction and
operation of the biosolids processing facility. The cost for the design and construction of
the facility will be $23,546,622; some $226,378 less than the adjusted bid price. The
operation and maintenance fees remain as proposed by NEFCO and there have been no
substantial changes to the te=s and conditions of either the Design & Construction or
Operation & Maintenance Agreements that were included in the proposal docUlllents.
The attached !LA is very similar in content to the draft agreement we previously sent for
your info=ation. The !LA includes a summary of an the capital costs for the facility as
well as an accOlmting of all developmental costs associated with the project. The capital
cost allocation is consistent with om previous discussions and correspondence. Your
share of the total project cost is 21.75 percent based on your committed capacity
requirements of 87 for the originally planned 400 wet ton per day facility. Please note
that because we will be building a 600 wet ton per day facility, your available capacity
reflected in the !LA is 130.5 wet tons per day. (If at this time you feel you need
additional capacity, please let us Imow immediately.) This percentage is applied to the
total cost of the proj ect including all the development costs incurred to date, permitting,
design, construction, and commissioning for the processing facility and associated
infiastructure improvements made by the Authority to provide necessary utilities to the
facility site less the currently committed grant funds. The total cost also includes a 5
percent contingency to allow for unforeseen circUlllstances.
7501 North Jog Road, West Palm Beach, Floriria 334112 (561) 640-4000 FA)( (561) 640·3400 Recy¡;iedµ¡¡per
Mr. Robert J. Hagel, P.E.
January 7,2005
Page 2
The ILA also includes a detailed summary of the applicable facility O&M costs. As
currently structured, the ILA establishes a fixed unit rate per acceptable wet ton received
at the facility that includes both the Operator's processing fee and the estimated pass
through costs. With the exception of the gas expenses, the pass through costs were
calculated based on the maximum usage rate, per wet ton processed, that was guaranteed
by NEFCO. The gas cost reflects our estimate of the amount of natural gas that may be
required and also includes our estimated cost to operate and maintain the equipment
required to condition and trarlSmit the landfill gas to the biosolids processing facility.
The O&M costs also include a nominal fee to cover the administrative Authority's
expenses. The ILA provides for an annual reconciliation that insures that your cost
would be limited to the actual expenses incurred.
When reviewing these costs, it is important to keep in mind that significant savings can
be achieved on both the capital and O&M components. The facility as proposed will
have the capacity to process up to 600 wet tons per day. Based on the most recent data
obtained from the participants, the total processing capacity needed at build out is 400
wet tons per day. The additional 200 wet tons per day can be sold and the capital
component will be rebated to the original participants on a prorated basis. The
opportunity for savings on the O&M component are significant and are also related to the
sale of excess capacity on both a permanent and short term basis. As this capacity is
filled, the participants will benefit rrom the reduced O&M fees associated with higher
through put levels thereby reducing the overall processing costs.
The contractor is ready to begin work on the proj ect. However, we can not move forward
until all ILA's from participants have been executed. We would like to bring the NEFCO
contract to our Board for approval in February. We are available to meet with you and/or
your legal counsel at your earliest convenience to address any questions or concerns that
you may have regarding the project or the !LA and fmalize the document as soon as
possible.
We appreciate you cooperation and assistance and are looking forward to the successful
completion of this vital environmental project. If you have questions or need additional
information, please feel rree to contact me or Mr. Patrick Carroll at (561) 640-4000.
SJ2u ()(l~
rT}-aymOnd H. Schauer
Director, Engineering & Public Works
Enc.
.,.,~"...~"..,..".....-...,y""'~
fflTERLOCALGOVERNMENTAGREEMENT
FOR
BIOSOLIDS PROCESSfflG AND RECYCLfflG
BETWEEN
THE SOLID WASTE AUTHORITY
OF PALM BEACH COUNTY, FLORIDA
AND
SOUTH CENTRAL REGIONAL W ASTEW ATER
TREATMENT AND DISPOSAL BOARD
DATED AS OF _,2005
I
TABLE OF CONTENTS
Article I Definitions and Entire Agreement Page
1.1 Definitions 5
1.2 Entire Agreement 9
Article II Construction and Payment for Construction
2.1 Commitment to Construct and Operate 9
2.2 Commitment to Pay for Capital Costs 9
2.3 Sale of Excess Capacity 10
Article III Operations and Management
3.1 Commitment to Supply Biosolids 10
3.2 Commitment to Accept and Process Biosolids 10
3.3 Temporary Use of Excess Processing Capacity 11
3.4 Biosolids Processing Facility Operations 11
(a) Receiving Hours 11
(b) 0 & MPlan 11
(c) Laws, RuJes, and Regulations 11
(d) Biosolids Quality 11
(e) Rejection of Deliveries of Unacceptable Biosolids 11
(f) Weighing and Record Keeping 12
(g) Obligations Prior to the Operations Date 12
Article IV Payment
4.1 Monthly Payment 12
4.2 0 & M Costs/Ton and Reconciliation 13
(a) 0 & M Costs/Ton ' 0
10
(b) Annual Reconciliation to the Monthly Payment 13
4.3 Uncontrollable Circumstance and Performance 13
4.4 Charlges in Laws 13
(a) Charlges in General Laws 14
(b) Change in Environmental Law 14
Article V Term
5.1 Term 14
Article VI Dispute Resolution
6.1 Dispute Resolution 14
6.2 Arbitration 14
6.3 Payments Upon Resolution 16
Article VII Indemnification
7.1 Indemnification 16
7.2 Survival 16
2
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Article VIII Miscellaneous
8.1 Representations, Warrantees, Approvals 16
8.2 Amendment and Modification 17
8.3 Notices· 17
8.4 Assignment 17
8.5 Severability 17
Exhibit I - Summary ûf Capital Costs 20
Exhibit II -Biosolids Quality Specifications 21
Exhibit ill-O & M Costs/Ton and Adjustments 22
Exhibit N-D & C Agreement 23
Exhibit V -0 & M Agreement 24
3
INTERLOCAL GOVERNMENT AGREEMENT
FOR
BIOSOLIDS PROCESSING AND RECYCLING
TillS AGREEMENT, hereinafter called the "Agreement", is made and entered into
this _ day of , 2005 by and between SOUTH CENTRAL REGIONAL
WASTEWATER TREATMENT AND DISPOSAL BOARD, a
of the State of Florida, hereinafter called the "Utility"
or "SCRWWTDB", and the SOLID WASTE AUTHORITY OF PALM BEACH
COUNTY, a special dis1rict created pursuant to Chapter 75-473, Laws of Florida, as
amended, hereinafter called the "Authority".
WITNESSETH
WHEREAS, the Utility owns, operates, and manages Wastewater Treatment Facilities
(as defined herein); and
WHEREAS, such Wastewater Treatment Facilities generate domestic wastewater
residuals referred to as Biosolids (as defined herein) as a residual of the treatment
process; and
WHEREAS, the Utility desires to secure an efficient, long-term, and environmentally
sound method to recycle and beneficially reuse the Biosolids produced; and
WHEREAS, the Federal Government and the State of Florida encourage the recycling
and beneficial reuse of residuals including Biosolids; and
WHEREAS, the Authority can provide for the beneficial reuse of Biosolids by means of
recycling through the process of drying and pelletization; and
WHEREAS, such processing facility will produce, among other things, Biosolids
Benificial Reuse Products for use in the commercial fertilizer industry; and
WHEREAS, the Utility and the Authority mutually find it in the public interest to
cooperate in the recycling ofBiosolids and production of Beneficial Reuse Products.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Utility and the Authority agree as follows:
4
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ARTICLE I - DEFINITIONS AND ENTIRE AGREEMENT
1.1 Definitions
For the purposes of this Agreement, the following tenns shall have the meanings set forth
below:
"Acceptable Deliveries" means the delivery by the Utility or its agent of Biosolids that
meet the requirements set out in Exhibit II.
"Accept or Acceptance" means the receipt by the BPF ofBiosolids ITom the Utility.
"Alternate Location" means the Authority Landfill located at 45th S1reet and North Jog
Road in West Palm Beach, Florida, or other locations as mutually agreed upon.
"As Received Weight or Wet Tons" means the weight of Biosolids as delivered by the
Utility to the BPF or Alternate Location, with no adjustment made for moisture content.
"Base Processing Fee" has the meaning as shown in Exhibit m.
"Beneficial Reuse Products or BRUP" me3l1S the end product of the sludge drying
process that meets or exceeds the requirements of Chapter 62-640.850, F.A.C., or it's
successor regulations, for Class AA Residuals that is produced by the BPF £rom
Biosolids.
"Beneficial Re-Use" mea.."'1S the sale or distribution of BRlJP to others to be used for
recycling purposes.
"Billing Period" means each calendar month in each Fiscal Year, except that the initial
Billing Period shaJI begin on the Operations Commencement Date and end with the last
day of the month in which the Operations Commencement Date occurs.
"Biosolids" means material as specified in Exhibit II.
"Biosollds Processing Facility or BPF" me3l1S the regional facility constructed (or to be
constructed) by the Authority, for itself and on behalf of the Utilities, for the purpose of
accepting Biosolids £rom the Utility and others for processing into BRUP.
"Capital Costs" means the Utility's share of the capital costs of the design,
development, permitting, construction, and acceptance testing of the BPF as provided for
in Exhibit I.
"Change in General Law" means any change in the Federal, State, or Local laws, rules,
regulations, or requirements after June IS, 2004 which has, or may reasonably be
expected to have, a direct or indirect, material, and adverse effect upon the cost to the
Authority of constructing, operating, maintaining, or modifying the BPF or the
perfo=ance of the BPF, excluding a Change in Environmental Law. "Change in
5
General Law" shall also mean any change in the Federal, State, or Local laws, rules,
regulations, or requirements after June IS, 2004 which has, or may reasonably be
expected to have, a direct or indirect, material, and adverse effect upon the cost to the
Utility of producing or delivering to the BPF acceptable Biosolids as referred to and
specified in Exhibit II. General Change in Law shall not include:
a) general economic conditions, interest or inflation rate fluctuations,
commodity prices or changes in prices, or currency or exchange rate
fluctuations;
b) union work rules that increase the operating cost of the BPF;
c) any change in prevailing wage laws that impact the cost of operating and
constructing the BPF;
d) any change in Federal, State, or local tax laws, or any other tax law.
The parties agree that the costs, if any, associated with the types of changes in law
described in a) through d) above shall be recovered in the annual adjustment to
the Base Processing Fee described in Exhibit III to this agre=ent.
"Change in Environmental Law" shall only mean a change in the Federal, State, or
Local laws, rules, regtùations, permits, or requirements after June 15,2004 which has, or
may reasonably be expected to have, a direct, material, and adverse effect upon the cost
to the Authority of constructing, operating, maintaining, or modifying the BPF or t.~e
perfo=ance of the BPF related solely to changes in the chemical or physical properties
of the BRUP produced to aJlow for Beneficial Re-Use, or changes in the quality of the air
discharged from the BPF, or to changes to the quality of the effluent discharged or
sto=water discharged from the BPF.
"Contractor" means New England Fertilizer Company that will (or has) contract(ed)
\vith the A.l1t.t~ority to design, build, acceptaIlce test, operate 8J.ïd TIlaintain the BPF and
market the BRUP.
"D & C Agreement" means the Design and Constmction Agreement entered into (or to
be entered into) by the Authority with New England Fertilizer Company for the design,
construction, check out, and acceptance testing of the BPF and attached hereto as Exhibit
N.
"Dry Weight" means the weight measured after oven drying at a temperature of 103°F to
105"F for a period of twenty-four (24) consecutive hours.
"Effective Date" means the date of this Agreement first w1itten above.
"Fiscal Year" means the Authority's fiscal year which currently is October I through
September 30, or as may be adjusted from time to time.
"Monthly Payment" shall have the meaning as set out in Section 4.1 hereafter.
"0 & M Agreement" means the Operations and Mamtenance Agreement entered into
(or to be entered into) by the Authority with New England Fertilizer Company for the
operation and maintenance of the BPF and the marketing ofBRUP and attached hereto as
Exhibit v.
6
._...~.. ,_,»"",-,,,u",,,, "',....,..,.,
"0 & M Costs/Ton" means the total of the actual costs of the applicable Base
Processing Fee /Ton, Pass Through Costs/Ton, and Solid Waste Authority (SWA)
Administration Costs/Ton as are shown as estimates in Exhibit m.
"0 & M Plan" means a written description of the operations, hours of operation, hours
during which the BPF shall Accept Biosolids, vehicle procedures at the receiving area at
the BPF and the Alternate Location, handling of unacceptable Biosolids, vehicle
procedures at the delivery area, traffic routing, weighing and billing procedures, backup
plan if the Authority's scale facilities become inoperable, and emergency notification
procedures, which will be, or has been, prepared in accordance with the 0 & M
Agreement.
"Operations Commencement Date" means the date of the written notice from the
Authority to the Utility stating that the BPF has been placed into cornmercial operation
and is able to Accept Biosolids.
"Party" means either the Authority or the Utility, or both, as the contèxt of the usage of
such te= may require.
"Participants" means other utilities entering into similar agreements with the Authority
for delivery and processing of Biosolids at the BPF.
"Person" means any legal entity including, but not limited to, any individual,
corporati on, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, or government or any agency or political subdivision
thereof.
"Receiving Hours" means the hours set forth in the 0 & 1\1 Plan during which the Utility
may deliver, and the Authority shall Accept, Biosolids.
"State" means the State of Florida.
"Term" shall have the meaning set forth in Section 8.1 herein.
"Ton" shall mean 2,000 pounds avoirdupois.
"Uncontrollable Circumstance" means an act, event, or condition that has a direct,
material, and adverse effect on the rights or obligations of a Party under this Agreement,
if such act, event, or condition could not have been avoided by the exercise or use of
reasonable care or precautions and is beyond the reasonable control of the Party relying
thereon as justification for not performing an obligation or not complying with a
condition required of such Party under this Agreement. Such acts, events, or conditions
shall include, but shall not necessarily be limited to, the following:
(a) an act of God, hurricanes, tornadoes, epidemic, landslide, lightning,
earthqualce, fire or explosion, flood or similar occurrence, an act of public
enemy, war, blockade, insurrection, riot or civil disturbance, sabotage, or
similar OCCUlTence;
(b) the order, or injunction or judgment of any Federal, State, or local court,
admiì:ristrative agency or governmental body or officer with jurisdiction in
7
the Utility, including any exercise of the power of eminent domain, police
power, condemnation, or other taking by or on behalf of any public, quasi-
public, or private entity, provided, however, that such order or judgment
shall not arise in connection with or be related to the negligent or willful
act, error, omission, or inaction of the Party relying thereon and that
neither the contesting in good faith of any such order or judgment nor the
reasonable failure to so contest shall constitute or be construed as a willful
or negligent action or inaction of such Party;
(c) the failure to issue, or the suspension, tennination, interruption, denial of
renewal of any pennit, license, consent, authorization or approval essential
to a Party to carry out its obligations pursuant to this Agreement, if such
act or event shall not arise in connection with or be related to the negligent
or willful act, error, omission, or inaction of the Party relying thereon and
that neither the contesting in good faith of any such order or judgment nor
the reasonable failure to so contest shall constitute or be construed as a
willful or negligent action or inaction of such Party;
(d) the failure of any appropriate Federal, State, or local agency or public or
private utility having operation jurisdiction with respect to the BPF to
provide, and maintain and assure the provision of, all utilities necessary
for the operation of the BPF;
(e) any subsurface condition which shall prevent, or require a redesign or
change in the construction, or directly adversely affect the Scheduled
Acceptance Date; provided however, that the condition was unlrnown to
the Contractor taking into account the infonnation made available to the
Contractor by the Authority prior to the contract Date and the generally
recognized geology of Florida in which the BPF site is located, provided
however, that groundwater in any quantity, as opposed to quality, shall not
be considered an Uncontrollable Circumstance;
rf) +110 --ovisio-" 0"' th'" -ar"gr"-1-. ar" 'n _o-"'cu'ar 0"' su1-._o"agrphs fo)
\..t} U. '" p! HL:I J. UÙ P a. ap.u .iU, li pw I.J. 1. , 1. u}JaJ...... a. \, a.
through (e), above, shall never be interpreted as describing an
Uncontrollable Circumstance if the situation or condition at issue is the
direct or indirect result of a party's violation of, or failure to comply with,
any existing Federal, State, or local statute, law, rule, ordinance,
regulation, or requirement or any Federal, State, or local statute, law, rule,
ordinance, regulation, or requirement enacted after the Effective Date of
this agreement or any change in any existing Federal, State, or local
statute, law, rule, ordinance, regulation, or requirement which change
occurs on or after the Effective Date of this agreement.
"Utility Capacity" means the Utility's share of the BPF total annual throughput capacity
as set out in Section 2.2 hereafter.
"Wastewater Treatment Facilities" means the wastewater treatment plants that the
Utility owns, operates, and manages, or causes to be operated and managed..
8
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1.2 Entire Agreement
The following Exhibits are attached hereto, are incorporated by reference, and are made
part of this Agreement.
Exhibit I - Summary of Capital Costs
Exhibit II- Biosolids Quality Specification
Exhibit ill- 0 & M Costs/Ton and Adjustments
Exhibit N- D & C Agreement
Exhibit V -0 & M Agreement
TIns Agreement, together with the foregoing Exhibits, constitutes the entire Agreement
between the Authority and the Utility and supercedes all other negotiations,
representations, or agreements, either oral or written, with respect to the matters
contained herein. The Article and Section headings in this Agreement are for
convenience and reference only and shaJI not be considered in construing this Agreement.
ARTICLE II - CONSTRUCTION AND PAYMENT FOR CONSTRUCTION
2.1 Commitment to Construct and Operate
The Authority shall cause the BPF to be designed, constructed, permitted, and acceptance
tested on or before the date as detennined in accordance with the D & C Agreement, on
lands which it owns at 45th Street and North Jog Road in West Palm Beach, Florida, in
accordance with all applicable local, state, and federal rules and regulations in place at
the time of the Operations Co=encement Date. .
2.2 Commitment to Pay for Capital Costs
The Authority shall invoice the Utility for the Utility's Capital Cost of the BPF, as
adjusted, as is determined in accordance with Exhibit I, on a monthly basis starting from
the co=encement of design of the BPF until the final payment is made for all Capital
Costs. These payments shaJI be pro-rated based upon the work completed at the time of
the billings, and in no case shall the cUlllulative billings exceed the maximUlll Capital
Cost detennined in accordance with Exhibit 1. The Capital Costs shall include all the
costs to develop, design, construct, p=it, and acceptance test the BPF, including
without limitation, all labor, material, supplies, contractors, and subcontractors costs, land
costs, easement costs, costs of providing utilities, taxes, consulting fees, legal fees,
interest charges, insurance premiUllls, and the like. This payment of the Capital Cost is
the consideration for the Utility's share of the BPF's capacity, which share shall be equal
to 40,716 Wet Tons of Acceptable Deliveries annually (the 'Utility Capacity') with
delivery not to exceed an average of 130.5 Wet Tons of Acceptable Deliveries per day
during any two-week period. Any Biosolids delivered in excess of the above-identified
maximums will not be accepted, or, if capacity in the BPF is available, will be subject to
an additional processing fee equal to the then applicable Base Processing Fee. The Utility
shall own this share of the BPF's capacity in perpetuity for the life of the BPF.
9
2.3 Sale of Excess Capacity
The Parties acknowledge that the BPF constructed (or to be constructed) is anticipated to
have 200 wet tons per day capacity greater than estimated total capacity required by all
the original Utilities, the County, and the Authority (the Original Participants) over the
term of this agreement. The parties agree that the Authority may offer this excess
capacity for sale to interested parties subject to the following conditions:
.1 Sale of excess capacity will be subject to approval by all Original Participants.
.2 Proceeds rrom sale will be distributed to all Original Participants on a prorata
share basis.
.3 Minimum sale price of the excess capacity shall be $42,515 per wet ton of daily
capacity.
.4 Sale of excess capacity shall not result in an increase of the 0 & M Costs/Ton of
the Original Participants
.5 Sale of the excess capacity shall not reduce the processing capacity available to
the Original Participants below their minimum required capacity.
.6 o & M Costs/Ton for the use of the excess capacity shall not be less than that of
the Original Participants.
ARTICLE ill - OPERATIONS AND MANAGEMENT
3.1 Commitment to Supply ßlosolids
On and after the Operations Commencement Date, the Utility shall deliver all of the
Biosolids generated by the Wastewater Treatment Facilities on a regular basis to the BPF.
The delivery schedule \vilI be detennined as part of the development of the 0 J& M PIEHl
and will be agreed upon by both parties. Beginning with the Operations Commencement
Date, the Utility shall deliver a minimum of 19,847 Wet Tons of Acceptable Deliveries
(the "Minimum Commitment") during each Fiscal Year, except that the Minimum
Commitment shall be prorated for the Fiscal Year during which the Operations
Commencement Date occurs. The delivery of Biosolids other than to the BPF or the
Alternate Location shan be considered a material breach of tillS Agreement unless
otherwise agreed upon by both parties. The failure of the Utility to deliver the Minimum
Commitment shall result in a charge to the Utility equal to the product of the difference
between the actual Acceptable Deliveries delivered by the Utility and the Minimum
Commitment, times the first level operations and maintenance fee, as adjusted, set out in
Exhibit ill, A, 1, and shall be billed to the Utility as provided in Section 4.2 (b) below.
3.2 Commitment to Accept and Process Biosolids
On and after the Operations Commencement Date, the BPF shall accept and process
Biosolids from the Wastewater Treatment Facilities delivered to the BPF or the Alternate
Location as designated by the Authority. On and after the Operations Commencement
Date, the Authority's obligation to Accept and process Biosolids at the BPF meeting the
specifications contained in Exhibit II shall only be relieved by, and only to the extent of,
an Uncontrollable Circumstance that prevents or partially prevents such Acceptance and
processing. Should an Uncontrollable Circumstance OCClU", the Authority shall continue
10
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to accept Biosolids at the BPF or Alternate Location until such time that the
Uncontrollable Circumstance is corrected or resolved.
3.3 Temporary Use of Excess Processing Capacity
On the Operations Commencement Date, it is anticipated that there will be significant
unused capacity owned by the Utility. To the extent that the Utility does not temporarily
need this capacity, the Authority shall have the right to fill this capacity on a temporary
basis on the open market at the best obtainable price, provided that all net income derived
ITom processing additional Biosolids will be a credit to the Utility in the year end
reconciliation as provided in Section 4.2 (b) below.. In no event will the temporary use by
others of excess capacity increase the Utility's 0 & M CostslTon or Monthly Payment or
reduce the Utility's capacity ownership in the BPF.
3.4 Biosolids Processing Facility Operations
(a) Receiving Hours
The Authority shall cause the BPF to be operated, and shall Accept Biosolids
delivered by or on behalf of the Utility during the Receiving Hours in accordance
with the 0 & M Plan. At a nrinimum, the BPF shall accept Biosolids six (6) days
per week.
(b) 0 & M Plan
The Authority shall develop, maintain, and update ITom time to time an 0 & M
Plan as defined above, mutually acceptable to the Authority and the Utility.
(c) Laws, Rules, and Regulations
The Authority shall cause the BPF to be operated in compliance with all
applicable Federal, State, and local laws, rules, regulations, ordinances, and
permits, as amended ITorn time to time.
(d) Biosolids Quality
Biosolids to be delivered by the Utility to the Authority for processing shall meet
the Biosolids Quality Specifications as specified in Exhibit n. All utilities that are
producing digested Biosolids at the time of signing this Agreement shall deliver
only digested Biosolids to the BPF. Utility agrees to use its best efforts to have all
Biosolids delivered to the BPF in vehicles dedicated for Biosolids transportation
only.
(e) Rejection of Deliveries ofUuacceptabIe Biosolids
The Authority or the Contractor shall have the right to reject the delivery and
prohibit the unloading of Biosolids not meeting the Quality Specifications as
indicated in Exhibit n. The Authority or Contractor shall immediately notify the
Utility of such rejection and the Utility shall either: (i) take possession of, and
remove ITom the BPF or the Authority's premises, such unacceptable Biosolids;
or (ii) request that the Authority or Contractor dispose of such unacceptable
Biosolids. If the Authority or Contractor does not agree to dispose of such
II
unacceptable Biosolids, the Utility shall promptly remove such unacceptable
Biosolids.
If the Utility requests that the Authority or Contractor dispose of such
unacceptable Biosolids and the Authority agrees, the Authority or Contractor will
dispose of said material by alternative methods consistent with current laws and
regulations. The Utility will pay a disposal fee equal to the then applicable Base
Processing Fee in addition to the 0 & M Costs/Ton for all such materials disposed
of by the Authority or Contractor other than at the BPF.
(1) WeIghing and Record Keeping
All Biosolids and unacceptable Biosolids delivered by or on behalf of the Utility,
and all unacceptable Biosolids returned by or on behalf of the Utility, shall be
weighed on an Aß Received Weight basis at the AUthOlity's designated scale
facilities which shall be certified at least annually by the State. The Authority
shall maintain all weight records for a period of at least three (3) years and will
malœ such records available to the Utility at the Utility's request.
(g) Obligations Prior to the Operations Date
It is recognized by the Parties that although the Authority will not establish the
Operations Commenc=ent Date until the BPF has passed certain performance
tests, the BPF shall require amounts of Biosolids and shall produce BRUP during
start-up, and testing, all of which will be prior to the Operations Commencement
Date. In order to accommodate the above, the Authority shall provide reasonable
notice to the Utility of the amounts ofBiosolids that the Authority projects will be
required to be delivered. The Utility shall use all reasonable efforts to
accommodate th.e Authority's request. D-:nf +-1"\ +hp nne-....t~....Ir r<....-~e-reme-.¡.
J..l.lU l....... u..., vi-' 1;::1..tV.1(:'; vUIHlli u.... .ill
Date, the Utility shall not be charged any fees or costs for the Biosolids it delivers
to the BPF.
ARTICLE IV - PAYMENT
4.1 Monthly Payment
After the Operations Commencement Date, and on or before the fifteenth (15th) day of
each Billing Period thereafter during the term of this Agreement, the Authority shall
submit to the Utility an itemized invoice for services rendered to the Utility during the
previous BiJling Period which shaJI include: (a) the daily and total quantities of As
Received Weight of Biosolids delivered to the BPF during the Billing Period by the
Utility and by all users combined; and (b) the Monthly Payment due the Authority by
such Utility calculated as the product of the Total Estimated 0 & M Costs/Ton as set out
in Exhibit ill times the total As Received Weight of Biosolids delivered by the Utility
during the Billing Period, plus any additional charges associated with disposal of such
Utilities unacceptable Biosolids as provided for in section 3.4(e). The Monthly Payment
shall be payable by the Utility to the Authority within thirty (30) days from receipt of the
invoice by the Utility.
12
.,....-;..-"'.<"""",.."
4.2 o & M Costs/Ton and Reconciliation
(a) 0 & M Costs/Ton. The 0 & M Costs/Ton is designed to cover all costs of the
BPF not included in the Capital Cost, including, but not limited to, the
complete cost of administeling, operating and maintaining the BPF. On and
after the Operations Commencement Date, and during the full te= of this
Agreement, the Base Processing Fee shall not exceed the per ton fees as set
out in Exhibit ill, except as adjusted in accordance with Exhibit ill or other
provisions of this Agreement.
(b) Annual Reconciliation to the Monthly Payment. Within 120 days of the end
of each Fiscal Year, the Authority shall make an annual reconciliation to the
Utility for the prior Fiscal Year which shall account for debits or credits for
the items listed below and shall be reflected in the next Monthly Payment
invoice submitted to the Utility after such reconciliation is issued:
1) Any changes in the actual 0 & M Costs/Ton resulting from the
application of the Base Processing Fee due to increased levels. of
Acceptable Deliveries delivered to the BPF during the past Fiscal
Year;
2) Any deviation in the actual costs of Pass Through Costs per Ton from
the Estimated Pass Through Costs per Ton as set out in Exhibit ill;
3) Any charges for Utility's failure to meet the Minimum Commitment as
set out in Section 3.1 above; and
4) Any revenues due the Utility associated with the utilization of excess
processing capacity as set out in Section 3.3 above.
A., Uncontrollable Circümstance and Perfûrmance
-:.-'
(a) If either Party fails to perfo= any of its obligations pursuant to this
Agreement, and if such failure to perform was caused by an
Uncontrollable Circumstance, then the Parties shall cooperate to remove,
reduce, or eliminate the adverse effect of such Uncontrollable
Circumstance. During the period of time impacted by the Uncontrollable
Circumstance:(i) the Utility shall continue to deliver, or cause to be
delivered, all of the Biosolids from its Waste Water Treatment Facilities to
the extent it is able to do so; and (ii) the Authority shall Accept and
process Biosolids and produce BRUP at the BPF to the extent it is able to
do so; arId (iii) the Authority shall Accept the Utility's Biosolids at the
Alternate Location to the extent that it is not able to do so at the BPF.
(b) Neither Party shall be responsible for paying any additional costs incurred
by the other, including, but not limited to additional capital, operating,
maintenance, or repair costs, 0 & M Costs/Ton or any other costs or fees
due to, or caused by, an Uncontrollable Circumstance that occurs during
the te= of this Agreement. Provided however, in the event of an
Uncontrollable Circumstance that results in damage or a condition of the
BPF that requires repair or modification of the BPF, and there is no
liability or obligation on the part of the Contractor for the cost of such
13
repair or modification, and there are insufficient or no insurance benefits
to cover such costs, then each Utility shall be responsible and liable for its
prorate share of such costs based on each Utility Capacity share. Such
costs shall be billed to each Utility and paid in accordance with the same
procedures set out in Section 2.2 above.
4.4 Changes in Laws
(a) Changes in General Laws. Neither the Authority nor the Utility shall be
responsible for paying any additional costs incurred by the other,
including, but not limited to additional capital, operating, maintenance, or
repair costs, 0 & M Costs/Ton or any other costs· or fees due to or caused
by a Change in General Law, unless otherwise specifically provided in this
Agreement.
(b) Change in Environmental Law. In the event of a Change m
Environmental Law (as defined herein) that has a direct, material, and
adverse effect upon the cost to the Authority of operating, maintaining, or
modifying the BPF, the Authority and Utility shall mutually negotiate any
necessary capital cost contribution or any necessary increase in the 0 & M
Costs/Ton commensurate with the necessa.ry cost. In the event the Pmties
are unable to mutually agree, then the increase shall be detennined in
accordance with Article VI herein.
ARTICLE V - TERM
5.1 Term.
The Tenn of this Agreement shall be until the 20th anniversary of the Operations
Commencement Date, unless tenninated sooner in accordance with its te=s. Upon the
conclusion of the te= of this Agreement, the BPF shall remain the property of the
Authority. Notwithstanding any other provision of this agreement to the contrary, the
Utility shall own its share of the capacity of the BPF, in perpetuity, for the life of the
plant.
ARTICLE VI - DISPUTE RESOLUTION
6.1 Dispute Resolution.
All disputes between the Utility and the Authority shall be resolved first by resOlt to
negotiation, then by mediation with a mutually agreed upon mediator with each Party
sharing the costs, and finally, after these options have been exhausted, either Party may
initiate arbitration in accordance with Section 6.2, Arbitration, hereafter.
6.2 Arbitration.
To the extent pennitted by law, unless otherwise specified in tins Agreement, any
single controversy arising under this Agreement, which the parties are unable to resolve
by mutual agreement shall be submitted to binding arbitration.
14
q,
Either party may initiate arbitration by giving to the other Written notice of its
desire to have a matter arbitrated which shaI! precisely designate the specific matter to be
resolved and shall designate the arbitrator selected by such initiating party, in which
event a hearing thereon shall commence within sixty (60) days of the date of the request
for arbitration. The issues shall be submitted to arbitration in accordance with the then
current rules of the American Arbitration Association (AAA) and this Agreement.
Subject to the provisions of this Section 6.2, any decision of the arbitrators in any sucl1
arbitration shall be conclusive as to the matters submitted to them, shall be final and
binding upon the parties hereto and may be enforced in any court of competent
jurisdiction. Any rule of the AAA to the contrary notwithstanding, the issues under
arbitration shall be heard and decided by a panel of three (3) arbitrators, all of whom
shall be: (i) registered professional engineers for disputes involving engineering or
construction issues or (ü) lawyers for disputes not involving engineering and
construction issues; and of whom one (1) arbitrator shall be designated by the Authority,
one (1) arbitrator shall be designated by the Contractor and the third to be mutually
acceptable to the Authority and the Contractor. No individual who is, or has at any
time been, an officer, employee, representative or consultant of either the Authority or
the Contractor or any affiliates thereof, shall be an arbitrator without the express written
consent of the other party. Within ten 10 Business Days of receipt of a request for
arbitration, the non-irùtiating party shall select an arbitrator and shall notify the
initiating party of the selected arbitrator, and the two designated arbih'ators shall select
the third arbih'ator within ten (10) Business Days of such notice, and in t.lte event that
they are unable to agree on a third arbitrator within such time, or if the non-initiating
party fails to name an arbitrator within the time provided, then either of the parties may
request the AAA select the second and/ or third arbitrator. Any decision on the issue
or issues properly before the panel, including the sharing of the cost of arbih'ation, must
be joined in by at least two (2) of the members of such panel Any sucl1 decision shall be
final and binding upon the parties, subject to review as provided by Florida law and the
VTovisioris of this Section. In the case of a."v conh"oversv not subject to arbitration or
. - -
resulting in a non-binding decision, the parties shall have all of their rights and remedies
otherwise available to them in law or in equity. In the event of a binding arbitration
decision, such review shall be based upon the record of the arbitration hearing and
neitheJ.· party shall be entitled to a trial de novo of such issues.
The arbitrators shall conduct tl1e proceedings in the manner the arbitrators deem
appropriate, consistent with basic standards of fairness and due process. All arbitration
proceedings shall be held in Palm Beach County, Florida or such other location as is
mutually agreeable to the Authority and the Utility. The arbitrators shall decide the
matters submitted based upon the evidence presented, the terms of this Agreement and
the governing law. The Florida Rules of Civil Procedures and the Florida Evidence Code
shall be followed. The arbitrators shall issue a written award which shall state the basis
of the award and include detailed findings of fact and conclusions of law. An
appropriate court: of competent jurisdiction may enter judgment upon any award, either
by confirming the award or by vacating, modifying or correcting the award. The court
shall vacate, modify or correct any award (1) where the arbitrators' findings of fact are
not supported by competent substantial evidence; or (2) where the arbitrators'
conclusions of law are erroneous. FOr purposes of Hus Section 6.2, all determinations by
the arbitrators as to the existence, validity, enforceability, interpretation, application or
breach of this Agreement shall be deemed to be conclusions of law. It is the paTties'
intent that the reviewing court: shall independently review all conclusions of law made
15
by the arbih'ators, without being bound in any way by the arbitrators' determinations of
law.
6.3 Payments Upon Resolntion.
If either the Authority or the Utility has withheld payment of any amount in dispute, upon
resolution of such dispute, the non-prevailing Party shall pay to the prevailing Party the
disputed amount (or as much thereof as shall be determined to be due) plus interest at the
legal prejudgment rate ITom the date on which such amount was due to the date of
payment.
ARTICLE Vll- INDEMNIFICATION
7.1 Indemnification.
Each Party shall be liable for its own actions and negligence or wrongful acts and, to the
extent permitted by law, the Utility shall indemnify, defend, and hold harmless the
Authority against àny actions, claims, or damages arising out of the Utility's negligence
or wrongful acts in cOlmection with this Agreement, and the Authority shall indemnify,
defend, and hoJd harmless the Utility against any actions, claims, or damages a..rising out
of the Authority's negligence in cOI1Ilection with this Agreement. The foregoing
indemnification shall not constitute a waiver of sovereign immunity beyond the limits set
forth in Florida Statutes, Section 768.28, nor shall same be construed to constitute
agreement by either Party to indemnify the other Party for such other Party's negligent,
willful, or intentional acts or omissions.
7.2 Survival.
This Article VII shall survive the termination of this Agreement.
ARTICLE vm - MISCELLANEOUS
8.1 Representation, Warrantees, Approvals.
The Parties represent and warrant to each other that upon execution of this Agreement:
(a) the Parties have the power and authority to enter into this Agreement and to carry out
their respective obligations hereunder; (b) the Parties have taken all legal actions
necessary to authorize them to enter into and perform their respective obligations
hereunder; (c) entering into and performing this Agreement does not violate any statute,
rule, regulation, order, writ, injunction, or decree of any court, administrative agency, or
governmental body or violate any agreement by which a Party is bound; (d) this
Agreement has been duly entered into by the Party and constitutes a legal, valid, and
binding obligation of the Party; (e) there is no litigation or proceeding pending or
16
-..-...-.-.....--......',-.., 't'.",
threatened against a Party which could materially or adversely affect the performance of
this Agreement; and (f) the Parties have obtained all approvals as may be required to
permit their respective perfonnance of the obligations of this Agreement. Except as
expressly provided herein, the Parties make no representations or warranties and waive
no rights or remedies.
8.2 Amendment and Modification.
This Agreement shall only be modified or amended by a written agreement duly signed
by the persons authorized to sign agreements on behalf of the Authority and the Utility.
Any such amendments or modifications shall be numbered in ordinal sequence and titled
accordingly.
8.3 Notices.
Any notices required in this Agreement shall be sent in writing, certified mail return
receipt requested, to the Parties at the addresses listed below, unless either Party shall
infonn the other party in writing of any change in that address.
If to the Authority:
Solid Waste Authority of Palm Beach County
7501 North Jog Road
West Palm Beach, Florida 33412
Attention: Director of Engineering
Tf+.... thp TTtility·
........... .... '-' '-' .
South Central Regional Wastewater Treatment and Disposal Board
1801 North Congress Ave.
Delray Beach, FL 33445
Attention: Wastewater Utilities Department Director
8.4 Assignment.
It is expressly understood and agreed that this Agreement is between the Authority and
the Utility and that the Authority and the Utility shall have no right to assign this
Agreement or any portion thereof without the prior approval of the other party.
8.5 Severability.
In the event that any provision of this Agreement shall, for any reason, be dete=ined to
be invalid, illegal, or unenforceable in any respect, the Parties hereto shall negotiate in
good faith and agree to such amendments, modifications, or supplements of, or to, this
Agreement or such other appropriate changes as shall, to the maximum extent practicable
in light of such detem1Ìnation, implement and give effect to the intentions of the Parties
as reflected herein and the other provisions of this Agreement shall, as so amended,
17
modified, supplemented, or otherwise effected by such action, remain in full force and
effect.
THE REMAINDER OF THIS PAGE IS BLANK
18
. _ .... _.__~__..~~"~~__"_~·__d.·__ . --'-"--'-.." - -
IN WITNESS WHEREOF, the SOLID WASTE AUTHORlTY OF PALM BEACH
COUNTY, at a regular meeting thereof, by action of the Authority Board authorizing and
directing the foregoing to be adopted, has caused these presents to be signed by its
Executive Director, and its seal to be hereto affixed, and the SOUTH CENTRAL
REGIONAL W ASTEW ATER TREATMENT AND DISPOSAL BOARD has authorized
and caused theßxecution of this Agreement, all as of the day, month, and year fIrst above
written.
SOLID WASTE AUTHORITY OF PALM BEACH COUNTY:
By: Attest:
Executive Director Clerk of the Board
Approved as to Form and Legal Sufficiency:
By:
Counsel to the Authority
SOUTH CENTRAL REGIONAL WASTEWATER
TRE.(\TMENT AND DISPOSAL BOARD:
I !
By: Attest: Î11 Ú^olu /1 flu It"
C'.f/tlt/'/i /<! (/}nf tai
Chair / Clerk
\
,
\
Approved as to Form and Approved as to Terms and Conditions:
Legal SuffIciency:
By: ? ~Afurn'Y By:
Approved by Authority Board on ,2005, Item_
Approved by the Utility on ,2005, Item_
19
EXHIBIT I
SUMARY OF CAPITAL COSTS
Capital Costs
Project Development
Right-of-Way Abandonment 25,305
Preliminary Design & Permitting 872,586
RFQ/RFP 521,519
Grant Funding 275,000
Infrastructure Design & Construction 778,000
Sub Total 3,472,411
Project Capital Cost
Facility Construction 23,546,622
Technical Services During Construction 1,600,000
Sub Total 25,146,622
Total Development & Capital 28,619,033
Total Grant Funding (3,225,000)
SubTotal 25,394,033
Contingency @ 5% * 1,219,702
Total Net Capital Cost 26,663,734
SCRWWTP share @ 130.5 WTD = 21.75% 5,799,362
Less Prepaid (156,000)
Net Total Due for SCRWWTP 5,643,362
* Estimated to cover unexpected conditions or change orders; any excess to be returned
to, or shortfall billed to, Utility.
20
EXHIBIT II
BIOSOLIDS QUALITY SPECIFICATIONS
The successful operation of the Biosolids Processing Facility (BPF) requires that the
Biosolids to be received meet the minimum requirements outlined below.
Biosolids shall have minimum solids content of 13 percent solids by weight, with
a weekly average of not less than 15 percent solids. The facility shaJI have the
right to rej ect any shipment that is below the 13 percent solids or that fails to meet
the 15 percent average. No add mixtures or foreign material (i.e. Sawdust, etc.)
will be accepted as a means to increase solids content.
No lime-stabilized Biosolids shall be accepted by the BPF.
Digested sludge must meet class B standards for vector attraction and pathogen
reduction as provided for in Chapter 62-400 F.A.C.
All Sludge shall be delivered to the BPF in covered water tight Semi-truck
dumping trailers or dump trucks capable of dumping into a hopper from the rear
of the truck
Contributors to the BPF shall provide copies of their Biosolids monitoring and
testing data that is required by their FDEP wastewater pennit within 30 days of
the date due to the FDEP.
Any facility may be restricted from the BPF if their sludge exceeds the ceiling
that FL Chapter 62-640 defines as the Class AA biosolids metal limits (which
match 40 CFR Part 503, Table 3) as listed below:
a. Arsenic 41 mg/kg dry weight basis
b. Cadmium 39 mg/kg dry weight basis
c. Copper 1500 mg/kg dry weight basis
d. Lead 300 mglkg dry weight basis
e. Mercury 17 mg/kg dry weight basis
f. Molybdenum 75 mglkg dry weight basis
g. Nickel 420 mglkg dry weight basis
h. Selenium 100 mglkg dry weight basis
1. Zinc 2800 mg/kg dry weight basis
The BPF shall only accept Biosolids as defined as "Residuals" or "Domestic
Wastewater Residuals" in Chapter 62-640.200 (31) F.A.C., or as amended from
time to time.
The BPF shaJI not accept any materials that are hazardous waste under Chapter
62-730, F.A.C., or as amended from time to time.
21
EXHIBIT III
o & M COSTS PER TON AND ADJUSTMENTS
(Estimated)
Total Operations & Maintenance Costs
Base Processing Fee
Operator Contract Fee $24.25
Pass through Costs Per Ton (estimated)
Electric 3.69
Potable 0.47
ISW 0.42
WW 0.72
Na Hypochlorite 0.45
Caustic 0.09
Gas 2.00 *
Sub Total 7.84
SW A Admin Costs/Ton (based on minimum tons) .25
Total Estimated O&M Cost/Ton 32.34
* Includes estimated costs for nahrral gas which may be needed and SW A costs for O&M
oflandfiH gas delivery systems.
ADJUSTMENTS
The Base Processing Fee schedule, as set out above, shaJl be adjusted annuaJly as set out
in Section 3.01 of the 0 & M Agreement. The Authority shall submit a notice of the
adjustment not later than September 1st of each year by letter to the Utility at the address
set forth in Section 8.4 of this Agreement.
22
. .'.<b~ ".
EXHIBIT IV
DESIGN AND CONSTRUCTION AGREEMENT FOR BIOSOLIDS
PROCESSING FACILITY
EXHIBIT V
23
OPERATIONS AND MAINTENANCE AGREEMENT FOR BIOSOLIDS
PROCESSING FACILITY
24
. ....-... ".,..,"._.~.~..~.." ...~"',..~.--~
The CitlJ o! BolJnton Beach
City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@ci.boynton-beach.f1.us
www.boynton-beach.org
February 22, 2005
MARY ANN SHUMILLA
SOUTH CENTRAL REGIONAL WASTEWATER
TREATMENT AND DISPOSAL BOARD
1801 N CONGRESS AVENUE
DELRAY BEACH FL 33445
Re: RESOLUTION NO. R05-028 - RATIFICATION OF SCRWTD BOARD
ACTION OF JANUARY 20, 2005
Dear Ms. Shumilla:
Attached for your information and files is a copy of Resolution No. R05-028 that the City
Commission adopted their February 15, 2005 meeting. Also attached are two fully
executed copies of ratifications of January 20, 2005 action of the South Central
Regional Wastewater Treatment & Disposal Board.
If I can be of any additional service, please do not hesitate to contact me.
Very truly yours,
cm OF BOYNTON BEACH
ét~'/n·~
\, anet M. Prainito, CMC
City Clerk
Attachments
c: Central File, Reso Book
S:\CC\WP\AFTER COMMISSION\Other Transmittal Letters After Commission\SCRWTD BOARD ACTIONS OF 01-20-05· TRANSMIlTAL.doc
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