HomeMy WebLinkAboutR-2009-111 Biosolids Application Agreement with Roy Farms, Inc. and WS Farms, Inc.►C i
RESOLUTION NO. R-2009-111
A RESOLUTION authorizing and directing the City Manager of the City of Yakima to
execute agreements with Roy Farms, Inc. and WS Farms, Inc. for
biosolids application to their agricultural lands.
WHEREAS, the City of Yakima Wastewater Division has been working with the
Department of Ecology, to permit new sites for biosolids application on Roy Farms and
WS Farms lands; and,
WHEREAS, Roy Farms, Inc. and WS Farms, Inc. wish to utilize the City of
Yakima Wastewater Treatment Plant biosolids for beneficial use on their agricultural
lands: and,
WHEREAS, the City of Yakima will reduce biosolids land application costs
significantly; and,
WHEREAS, Roy Farms, Inc. and WS Farms, Inc. accept the terms and conditions
of this agreement; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute the
attached Agreements for the purpose stated above, copies of which are attached hereto
and incorporated by this reference.
ADOPTED BY THE CITY COUNCIL this 18th day of August, 2009.
ATTEST:
4
CITY OF YAKIMA AND PROPERTY OWNER AGREEMENT
This Agreement is entered into by and between the City of Yakima (hereinafter called
the City), a first class Washington Municipal Corporation and WS Farms, Inc. (hereinafter called
WS Farms).
WHEREAS, the City of Yakima operates a Wastewater Treatment Facility near the City
which generates solid and semi-solid wastes known as biosolids, which provide beneficial use
as fertilizer for agricultural crops; and
WHEREAS, WS Farms, Inc. owns and operates farms near Zillah and desires to utilize
the City's biosolids as agricultural fertilizer; and
WHEREAS, the City of Yakima desires to enter into an agreement for the application of
biosolids for beneficial uses;
NOW, THEREFORE, THE CITY OF YAKIMA and WS FARMS agree as follows:
1. Term. The term of this Agreement shall commence upon execution hereof and terminate
five years from the date of the last signature set forth on page three (3) of the Agreement,
unless terminated sooner in accordance with Section 12. The parties may renew this Agreement
by mutual consent for five-year terms thereafter.
2. Consideration. WS Farms shall utilize, in a lawful manner, those quantities of biosolids
generated by the City's Wastewater Treatment Facility. WS Farms shall receive the benefit of
the fertilizer and humus content of such biosolids for agricultural application and the City need
not bear the expense of biosolids utilization by other means. Neither party shall pay the other
any monetary consideration. WS Farms may refuse to accept biosolids on any reasonable
basis. The City may contract with other parties for biosolids utilization.
3. Transportation. The City shall transport biosolids to property leased or owned by WS
Farms in accordance with the terms of the permits in Section 4.
4. Biosolids Application. WS Farms shall apply biosolids solely as crop fertilizer and soil
amendment in accordance with the provisions of Chapter 173-308 WAC and the Site Specific
Land Application Plan and WS Farms shall comply with all other terms and conditions of permits
issued by the Department of Ecology.
5. Testing. WS Farms shall allow access to all sites where it applies biosolids, at all
reasonable times, to City personnel or their designees for the purpose of carrying on scientific
tests. The City shall have responsibility for testing biosolids, WS Farms soils and surface
waters according to the terms and conditions of permits issued by the Department of Ecology.
The City makes no guarantees regarding the content or characteristics of its biosolids. The City
will make test results regarding the biological and chemical nature of such biosolids available to
WS Farms at their request.
6. No Insurance. It is understood the City does not maintain liability insurance for WS
Farms and its officers, directors, employees and agents.
Page 1 of 3
City of Yakima and
WS Farms — Property Owner Agreement
ti
7. Indemnity. WS Farms agrees to hold harmless, indemnify and defend the City, its elected
officials, officers, employees and agents from and against any and all suits, actions, claims,
liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which
result from or arise out of the negligence of WS Farms, its officers, agents, employees or
subcontractors in connection with or incidental to the performance or non-performance of this
Agreement.
WS Farms assumes sole responsibility for biosolids received and -applied to its property
under the terms of this Agreement. WS Farms retains sole responsibility for its agricultural
practices and property including compliance with best farm management practices for irrigation
methods, fertilizer application rates and general agricultural practices as well as all applicable
federal, state and local laws and regulations.
8. Site & Crops. WS Farms shall have the sole responsibility for the site upon which it
utilizes biosolids. WS Farms shall grow on such site only those crops which are not prohibited
by applicable law, permits and regulations.
9. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be
assigned or transferred in whole or in part by WS Farms to any other person or entity without
the prior written consent of the City. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations and liabilities of
WS Farms stated herein.
10. Waiver of Breach. A waiver by either party hereto of a breach by the other party hereto
of any covenant or condition of this Agreement shall not impair the right of the party not in
default to avail itself of any subsequent breach thereof Leniency, delay or failure of either party
to insist upon strict performance of any agreement, covenant or condition of this Agreement, or
to exercise any right herein given in any one or more instances, shall not be construed as a
waiver or relinquishment of any such agreement, covenant, condition or right.
11. Dispute Resolution. The parties shall strive in good faith to resolve any dispute that may
arise through negotiation. If initial efforts are not successful, the parties shall meet with the City
Manager or his designee to attempt to resolve the matter.
12. Termination. Either party may terminate this contract in the first year of the 5 -year period,
with or without cause, by providing the other party with written notice of termination sixty (60)
calendar days prior to the last day of the first year.
13. Severability. If any portion of this Agreement is changed per mutual agreement or any
portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
14. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
City of Yakima and
WS Farms — Property Owner Agreement
Page 2 of 3
TO CITY:
TO WS FARMS:
Richard A. Zais, Jr.
City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
WS Farms, Inc.
271 Smith Rd.
Zillah, WA 98953
15. Third Parties. The City and WS Farms are the only parties to this Agreement and are the
only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or
shall be construed to give or provide any right or benefit, whether directly or indirectly or
otherwise, to third persons.
16. Drafting of Agreement. Both the City and WS Farms have participated in the drafting of
this Agreement. As such, it is agreed by the parties that the general contract rule of law that
ambiguities within a contract shall be construed against the drafter of a contract shall have no
application to any legal proceeding, arbitration and/or action in which this Agreement and its
terms and conditions are interpreted and/or enforced.
17. Integration. This written document and the attachments constitute the entire
Agreement between the City and WS Farms. There are no other oral or written agreements
between the parties as to the subjects covered herein. No changes or additions to this
Agreement shall be valid or binding upon either party unless such change or addition be in
writing and executed by both parties.
18. Governing Law. This Agreement shall be govemed by and construed in accordance with
the laws of the State of Washington.
19. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
20. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same Agreement.
CITY OF YAKIMA
By: Za�•��� v
R. A. is, Jr., ity Manager
Date:
217Zo/o 9
ATTEST:_ ; ; ;� A� .`��,, ATTES
City Clerk
WS FARMS
By: )(eA.,6
Date: 9-�-09
CITY CONTRAC f NO: X007 — 9'V
RESOLUTION NO: !R -Rae:? -1 a
City of Yakima and
WS Farms — Property Owner Agreement
Page 3 of 3
September 29, 2009
401 WALTERS RD. • MOXEE, WA 98936
Tim Cooper, Chief Operator/Biosolids
Wastewater Treatment Plant
2220 East Viola
Yakima WA 98901
(509) 452-3494 • FAX (509) 457-7837
FREEZER (509) 454-4494 • FAX (509) 454-0197
RE: Treated Biosolids Spreading Program
Dear Mr. Cooper:
Please accept this letter as formal notification that Roy Farms, Inc. withdraws its
application to handle/spread biosolid materials to its farmland.
Should public opinion change in the future on this matter, Roy Farms would entertain a
discussion with you at that time.
We appreciate your efforts on the biosolids program and wish you success for the future.
With regards,
Nick Osbourne, Compost Division Manager
Roy Farms, Inc.
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CITY OF YAKIMA AND PROPERTY OWNER AGREEMENT
This Agreement is entered into by and between the City of Yakima (hereinafter called
the City), a first class Washington Municipal Corporation and WS Farms, Inc. (hereinafter called
WS Farms).
WHEREAS, the City of Yakima operates a Wastewater Treatment Facility near the City
which generates solid and semi-solid wastes known as biosolids, which provide beneficial use
as fertilizer for agricultural crops; and
WHEREAS, WS Farms, Inc. owns and operates farms near Zillah and desires to utilize
the City's biosolids as agricultural fertilizer, and
WHEREAS, the City of Yakima desires to enter into an agreement for the application of
biosolids for beneficial uses;
NOW, THEREFORE, THE CITY OF YAKIMA and WS FARMS agree as follows:
1. Term. The term of this Agreement shall commence upon execution hereof and terminate
five years from the date of the last signature set forth on page three (3) of the Agreement,
unless terminated sooner in accordance with Section 12. The parties may renew this Agreement
by mutual consent for five-year terms thereafter.
2. Consideration. WS Farms shall utilize, in a lawful manner, those quantities of biosolids
generated by the City's Wastewater Treatment Facility. WS Farms shall receive the benefit of
the fertilizer and humus content of such biosolids for agricultural application and the City need
not bear the expense of biosolids utilization by other means. Neither party shall pay the other
any monetary consideration. WS Farms may refuse to accept biosolids on any reasonable
basis. The City may contract with other parties for biosolids utilization.
3. Transportation. The City shall transport biosolids to property leased or owned by WS
Farms in accordance with the terms of the permits in Section 4.
4. Biosolids- Application. WS Farms shall apply biosolids solely as crop fertilizer and soil
amendment in accordance with the provisions of Chapter 173-308 WAC and the Site Specific
Land Application Plan and WS Farms shall comply with all other terms and conditions of permits
issued by the Department of Ecology.
5. Testing. WS Farms shall allow access to all sites where it applies biosolids, at all
reasonable times, to City personnel or their designees for the purpose of carrying on scientific
tests. The City shall have responsibility for testing biosolids, WS Farms soils and surface
waters according to the terms and conditions of permits issued by the Department of Ecology.
The City makes no guarantees regarding the content or characteristics of its biosolids. The City
will make test results regarding the biological and chemical nature of such biosolids available to
WS Farms at their request.
6. No Insurance. It is understood the City does not maintain liability insurance for WS
Farms and its officers, directors, employees and agents.
Page 1 of 3
City of Yakima and
WS Farms — Property Owner Agreement
7. Indemnity. Roy Farms agrees to hold harmless, indemnify and defend the City, its
elected officials, officers, employees and agents from and against any and all suits, actions,
claims, liability, damages, judgments, costs and expenses (including reasonable attorney's
fees) which result from or arise out of the negligence of Roy Farms, its officers, agents,
employees or subcontractors in connection with or incidental to the performance or non-
performance of this Agreement.
Roy Farms assumes sole responsibility for biosolids received and applied to its property
under the terms of this Agreement. Roy Farms retains sole responsibility for its agricultural
practices and property including compliance with best farm management practices for irrigation
methods, fertilizer application rates and general agricultural practices as well as all applicable
federal, state and local laws and regulations.
8. Site & Crops. Roy Farms shall have the sole responsibility for the site upon which it
utilizes biosolids. Roy Farms shall grow on such site only those crops which are not prohibited
by applicable law, permits and regulations.
9. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be
assigned or transferred in whole or in part by Roy Farms to any other person or entity without
the prior written consent of the City. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations and liabilities of
Roy Farms stated herein.
10. Waiver of Breach. A waiver by either party hereto of a breach by the other party hereto
of any covenant or condition of this Agreement shall not impair the right of the party not in
default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party
to insist upon strict performance of any agreement, covenant or condition of this Agreement, or
to exercise any right herein given in any one or more instances, shall not be construed as a
waiver or relinquishment of any such agreement, covenant, condition or right.
11. Dispute Resolution. The parties shall strive in good faith to resolve any dispute that may
arise through negotiation. If initial efforts are not successful, the parties shall meet with the City
Manager or his designee to attempt to resolve the matter.
12. Termination. Either party may terminate this contract in the first year of the 5 -year
period, with or without cause, by providing the other party with written notice of termination sixty
(60) calendar days prior to the last day of the first year.
13. Severability. If any portion of this Agreement is changed per mutual agreement or any
portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
14. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
Page 2 of 3
City of Yakima and
Roy Farms — Property Owner Agreement
A
TO CITY:
TO ROY FARMS:
Richard A. Zais, Jr.
City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Roy Farms, Inc.
401 Waters Rd
Moxee, WA 98936
15. Third Parties. The City and Roy Farms are the only parties to this Agreement and are
the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to
give, or shall be construed to give or provide any right or benefit, whether directly or indirectly
or otherwise, to third persons.
16. Drafting of Agreement. Both the City and Roy Farms have participated in the drafting of
this Agreement. As such, it is agreed by the parties that the general contract rule of law that
ambiguities within a contract shall be construed against the drafter of a contract shall have no
application to any legal proceeding, arbitration and/or action in which this Agreement and its
terms and conditions are interpreted and/or enforced.
17. Integration. This written document and the attachments constitute the entire
Agreement between the City and Roy Farms. There are no other oral or written
agreements between the parties as to the subjects covered herein. No changes or
additions to this Agreement shall be valid or binding upon either party unless such change
or addition be in writing and executed by both parties.
18. Governing Law. This Agreement shall be govemed by and construed in accordance
with the laws of the State of Washington.
19. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
20. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same
Agreement.
CITY OF YAKIMA
By:
R. A. Zais, Jr., ty Manager
Date: � 20 !c)
ROY FARMS
By:
Date:
ATTEST: ATTEST:
City Cle
CITY CONTRAC r N0:
RESOLUTION N0:
,z09-/1/
City of Yakima and
Roy Farms — Property Owner Agreement
Page 3 of 3
USINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 1)
For Meeting of 8/18/09
ITEM TITLE: Consideration of a resolution authorizing the City Manager to execute
agreements with Roy Farms, Inc. and WS Inc. for biosolids application to their
agricultural lands.
SU ROTTED BY: Scott Schafer, Wastewater Division Manager
Tim Cooper, Biosolids, Chief Operator
CONTACT PERSON/TELEPHONE: Tim Cooper, Biosolids, Chief Operator, (509) 249-6871
SUMMARY EXPLANATION:
Biosolids are produced from processes used for treating wastewater at the City of Yakima
Wastewater Treatment Plant (WWTP). The biosolids then can be land applied for the
beneficial use of a fertilizer. The Wastewater Division currently trucks biosolids produced at the
WWTP to privately operated land application sites in the lower Yakima Valley. In addition to
trucking and staff costs tipping fees are also charged for the application of biosolids to the
sites. The Wastewater Division has been working with the Department of Ecology to permit
new sites for biosolids application on Roy Farms and WS Farms lands. No tipping fees will be
required and the biosolids will be trucked to these sites by the WWTP. The land owners will
then apply the biosolids for their own use at agronomic rates_ Annual savings in tipping fees
alone will be over $100,000 and trucking distances and costs will be significantly reduced.
(See attached Agreements)
Resolution X Ordinance _ Contract _ Other (Specify)
Funding Source: 473 Wastewater Treatment Biolids and Operating Equipment
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Staff respectfully requests that City Council adopt the enclosed
resolution authorizing and directing the City Manager to execute agreements between the City
of Yakima Roy Farms, Inc. and WS Farms, Inc. for land application of biosolids to their
permitted sites.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: