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HomeMy WebLinkAboutResolution 2012-008 approving a sludge agreement with pima county MARANA RESOLUTION NO. 2012-08 RELATING TO UTILITIES; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH PIMA COUNTY FOR SLUDGE DISPOSAL SERVICES WHEREAS the Town of Marana assumed ownership and operation of the Marana Wastewater Reclamation Facility ( Marana WRF) on January 3, 2012; and WHEREAS the aquifer protection permit (APP) for the Marana WRF provides for sludge disposal at a manhole tributary to the Ina Road Wastewater Reclamation Facility; and WHEREAS an agreement with Pima County is required for the Town of Marana to deliver the sludge directly, without using a contract hauler; and WHEREAS the Mayor and Council of the Town of Marana find that this agreement is in the best interests of the citizens of Marana. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the agreement between the Town of Marana and Pima County for Sludge Disposal Services attached to this resolution as Exhibit A is hereby approved, and the Mayor is authorized to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of the agreement. PASSED AND ADOPTED BY THE MAYOR AND CO I THE TOWN OF MARANA, ARIZONA, this 7 t11 day of February, 2012. o IN Mayo Ed Honea 0 ATTEST: $ N APPROVED AS TO FORM: W N ?ce�lyn�rBionson, Town Clerk �Fr Cassidy, Town Attorney Resolution No. 2012 -08 {00029219.130C /} CONTRACT NO. e 7W-4) 40000000000 4dooaS'' /, AMENDMENT NO. This number must appear on all invoices, correspondence and documents pertaining to this contract. Agreement between Pima County and the Town of Marana for Sludge Disposal Services This Agreement is entered into by and between Pima County, a body politic and corporate of the State of Arizona ( "County ") and the Town of Marana, a municipal corporation ( "Town ") pursuant to Recitals A. The Town currently owns and operates the Marana Wastewater Reclamation Facility (WRF) located at 14939 North Luckett Road in Pima County, Arizona. B. The WRF produces sewage sludge (Sludge) as that term is defined at Ariz. Admin code R18-9-1001(40). C. The Town desires to transport the Sludge produced by the WRF to County's Ina Road Regional Biosolids Facility (Biosolids Facility) for further processing and disposal by County. D. County is willing to accept the Sludge for processing and disposal. Agreement NOW THEREFORE, County and Town, pursuant to the above, and in consideration of the matters and things hereinafter set forth, do mutually agree as follows: 1. Purpose. The purpose of this Agreement is to permit the Town or its contractor to haul Sludge produced by the WRF to the Biosolids Facility acceptance point (Manhole 1703 -03) for handling and conditioning, under the terms and conditions set forth herein, and to address legal and administrative matters among the parties. 2. No County Obligation to Exceed Sludge Handling Capacity. The County shall have no obligation to treat the Town's Sludge to the extent that any such treatment will cause the County to exceed its sludge handling capacity, or violate any other rule, regulation, or law. County reserves the right to reject any load at any time if, in County's sole opinion, Page 1 of 6 acceptance of the Sludge would cause the County to exceed its capacity or violate any other rule, regulation, or law or if the Sludge may create operational, problems with the County's treatment capabilities. 3. Industrial Wastewater in Discharge. Town shall apply for and obtain a County- issued Industrial Wastewater Control permit pursuant to Pima County Code § 13.36.110 prior to any transport of Sludge contemplated under this Agreement. Town shall fully comply with all conditions of said permit. 4. Transportation and Payment for Treatment. The Town shall be solely responsible for any and all costs associated with the pumping and transport of the Sludge to the designated acceptance point by Pima County. The Town shall pay the County $0.14 per gallon for Sludge delivered to the acceptance point. When, at any time during the course of this Agreement, the County raises its base rate for septage disposal, the above - referenced rate shall automatically increase by a proportionate amount. The above- referenced rate is based on a presumption of standard domestic sludge quality. In the event that the sludge quality is impacted by industrial discharges or by processing that occurs prior to delivery at the acceptance point, County reserves the right to amend the rate. Payment to County shall be made within thirty (30) days of invoice. Overdue payments shall be subject to a 10%, compounded daily, interest charge. 5. Quality of Sludge. The total suspended solids content in any load shall be limited to five percent (5 %) on a weight basis. 6. Analysis. A representative sample from each load of Sludge shall be analyzed for total suspended solids (TSS) and total volatile solids (TVS). Sampling and analysis shall be completed by Town at its sole expense. Analytical result shall be transmitted to County within fifteen (15) days of receipt by Town. 7. Advance Notice of Volume of Sludge. Prior to the delivery of any of the Town's Sludge to the acceptance point, the Town shall provide the County with at least twenty -four (24) hours' notice of Town's intent to deliver Sludge. Said notice shall include the estimated volume of Sludge to be transported, the date of delivery, and any additional information which will allow Pima County optimal planning for accommodating increased sludge flows in the existing Treatment process. Town shall, no later than Wednesday of each week, also provide County with an estimated shipping schedule for the following calendar week. 8. Term and Termination. A. The term of this Agreement shall begin on the date this Agreement is last signed below and continue for a period of one year. Upon mutual agreement, the parties may extend the term of this Agreement for up to two (2) additional one -year periods. B. Pima County has the right to terminate this Agreement if, in its sole judgment, continued operation under this Agreement: 1. Interferes with other capacity commitments made by County; Page 2 of 6 2. Jeopardizes Pima County's compliance with ADEQ permits; or 3. Creates operational problems with the treatment facility. C. Pima County's termination of this Agreement pursuant to subsection 8.B. will be effective after 60 days' written notice to the Town. D. Pima County may immediately terminate this Agreement if any payment due for Sludge delivered to the acceptance point is more than 30 days overdue. 9. Conflict of Interest. This Agreement can be terminated for a conflict of interest as set forth in A.R.S. § 38 -511, the relevant portions of which are hereby incorporated by reference. 10. Indemnification. To the fullest extent permitted by law, each party to this Agreement shall indemnify, defend and hold the other party, its governing board or body, officers, departments, employees and agents, harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorney's, consultant's and accountant's fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of contract, in connection with or incident to the performance of this Agreement. A. Town's Additional Indemnification. In addition, the Town shall hold the County harmless from any claims by third parties related to the provisions of this Agreement, or any fine, violation, or administrative order from ADEQ related to this Agreement. B. Notice. Each party shall notify the other in writing within thirty days of the receipt of any claim, demand, suit or judgment against the receiving party for which the receiving party intends to invoke the provisions of this Section. Each party shall keep the other party informed on a current basis of its defense of any claims, demands, suits, or judgments under this Section. C. Negligence of Indemnified Party. The obligations under this Article shall not extend to the negligence of the indemnified party, its agents or employees. D. Survival of Termination. This Article shall survive the termination, cancellation, expiration or revocation, whether in whole or in part, of this Agreement. 11. Construction of Agreement. A. Entire Agreement. This instrument constitutes the entire agreement between the parties pertaining to the subject matter hereof, and all prior or contemporaneous agreements and understandings, oral or written, are hereby superseded and merged herein. B. Amendment. This agreement shall not be modified, amended, altered or changed except by written agreement signed by the parties. Page 3 of 6 C. Construction and interpretation. All provisions of this Agreement shall be construed to be consistent with the intention of the parties as expressed in the recitals hereof. D. Captions and headings. The headings used in this Agreement are for convenience only and are not intended to affect the meaning of any provision of this Agreement. E. Severability. In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable. In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon request of the other party in an attempt to reach an agreement on a substitute provision. 12. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of County or Town. 13. No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Intergovernmental Agreement shall be construed to, create any partnership, joint venture or employment relationship between the parties or create any employer - employee relationship between County and any Town employees, or between Town and any County employees. No party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 14. No Third Party Beneficiaries. Nothing in this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement, or affect the legal liability of any party to this Agreement, by imposing any standard of care with respect to the maintenance of public facilities different from the standard of care imposed by law. 15. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. A. Anti - Discrimination. The provisions of A.R.S. § 41 -1463 and Executive Order 75 -5, as amended by Executive Order 99 -4, issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Intergovernmental Agreement as if set forth in full herein. B. Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101 -336, 42 U.S.C. 12101- 12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. 16. Waiver. Waiver by any party of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. Page 4 of 6 17. Force Majeure. A party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this Agreement, any cause beyond the control of the party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, order of any government officer or court (excluding orders promulgated by the parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such party could not reasonably have been expected to avoid. Either party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. 18. Notification. All notices or demands upon any party to this agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: If to County: Director Pima County Procurement Department 130 West Congress Street, 3rd Floor Tucson, AZ 85701 With copy to: Director Regional Wastewater Reclamation Department 201 N. Stone, 8th Floor Tucson, AZ 85701 If to Town: Director Town of Marana Utilities Department 5100 West Ina Road Tucson AZ 85743 With a copy to: Town Attorney Town of Marana Legal Department 11555 West Civic Center Drive A3 Marana AZ 85653 Page 5 of 6 A 19. Remedies. Any party may pursue any remedies provided by law for the breach of this Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of this Agreement. IN WITNESS THEREOF, the parties have affixed their signatures to this Contract on the dates written below. Pima Co . Town of Marana: it l'' //1341 edit, c Ir hoard o Sup e rvi sor. Mayor 3 201 4� 1 i , ATTEST + '' ,* ,. «�.,bi �'� � " li ATTEST: ieditt.e, : vtitl......det—gt 101‘,.:6044.-, 5 ', i Clerk +of the 139hrcl : e w Clerk MAR 1 isuii ' — 1 4'1 Date, ' ' Fk ' , Date ( Approved asasto Content ' Approval as to Form: I t I, 17 RD D - tor TO,'Attomey Ap 1 • - d as to Form: i.,/ —• /OF eputy oun y Attorney '' ARLES WESSELHOFT Page 6 of 6 ,f RESOLUTION NO. 2012 4 5 RESOLUTION OF THE PIMA COUNTY BOARD OF SUPERVISORS APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN PIMA COUNTY AND THE TOWN OF MARANA FOR SLUDGE DISPOSAL SERVICES WHEREAS, Pima County (the "County ") and the Town of Marana ( "Town ") wish to enter into a cooperative agreement for the purpose of the County providing sludge disposal services to the Town; and WHEREAS, it is necessary for the parties to establish an intergovernmental agreement in order to carry out the intent of the parties and define the roles and responsibilities regarding the intended cooperative effort; NOW, THEREFORE, UPON MOTION DULY MADE, SECONDED AND CARRIED, BE IT RESOLVED THAT: 1. The intergovernmental agreement between Pima County and the Town of Marana for sludge disposal services is hereby approved. 2. The Chairman of the Board is hereby authorized and directed to sign the intergovernmental agreement for the Pima County Board of Supervisors. 3. The various officers and employees of Pima County are hereby authorized and directed to perform all acts necessary and desirable to give effect to this Resolution. Resolution 2012- 15 Page 1 of 2 PASS ! , AD i PTED = ND APPROVED this 13th day of March , 2012 by the Bo. , • of ' upervi .o • of .: ima County. K / 1 / / /z% /`1114 C r . of the Board of Supe -isor 9 3 2012 ATTEST: APPROVED AS TO FORM: - 1 - AF ./ / A Clerk of the Board of . i pervisors fluty 'o ;y tto 11f Resolution 2012- 15 Page 2 of 2 � "` 1'-44 le, i t PIMA COUNTY REGIONAL WASTEWATER RECLAMATION DEPARTMENT 201 NORTH STONE AVENUE TUCSON, ARIZONA 85701 -1207 JACKSON JENKINS PH: (520) 740 -6500 DIRECTOR FAX: (520) 620 -0135 March 22, 2012 Town of Marana Town Clerk's Office c/o Todd Hamm, Agenda & Records Clerk 11555 West Civic Center Drive, Building Al Marana, Arizona 85653 -7007 RE: Agreement between the Town of Marana and Pima County for Sludge Disposal Services Dear Mr. Hamm, Enclosed please find the signed and executed Agreement between Pima County and the Town of Marana for Sludge Disposal Services. The agreement was approved by the Board of Supervisors on March 13, 2012. Pursuant to Section 3, the Town must obtain a County- issued Industrial Wastewater Control permit prior to any transport of sludge under this Agreement. I understand the application for this permit is in process. If the Town has any questions regarding this Agreement, please feel free to contact this office. Sincerely, 1 3; kson Jen ins Director Enclosures T Hamm re: Agreement for Marana Sludge Disposal Services- 914.jj