2024-10-18 Council PPW Special Packet1
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ti Agenda
Edmonds City Council
1,00
PARKS & PUBLIC WORKS - SPECIAL MEETING
CITY COUNCIL CONFERENCE ROOM
121 - 5TH AVENUE N, EDMONDS, WA 98020
OCTOBER 18, 2024, 10:30 AM
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COMMITTEE MEMBERS: SUSAN PAINE (CHAIR), MICHELLE DOTSCH, COUNCIL PRESIDENT (EX-
OFFICIO MEMBER)
CALL TO ORDER
COMMITTEE BUSINESS
1. 6-month O&M Contract with Ecoremedy, LLC (5 min)
ADJOURNMENT 11:00 AM
Edmonds City Council Agenda
October 18, 2024
Page 1
2.1
City Council Agenda Item
Meeting Date: 10/18/2024
6-month O&M Contract with Ecoremedy, LLC
Staff Lead: Phil Williams
Department: City Clerk's Office
Preparer: Nicholas Falk
Background/History
City Council authorized a contract and funding with the State Department of Enterprise Systems (DES)
for design of the WWTP Phase 6 Energy Conservation Project - Carbon Recovery in the 2019 budget. City
Council appropriated $11,037,000 in the 2020 budget for construction to begin.
On June 2nd, 2020 City Council received a presentation on the current status of the Incinerator
Replacement Project (Carbon Recovery Project). The presentation presented a summary of work done
to -date to identify and screen available options, described the significant design work done on the
short-listed options, and presented a recommended option for City Council to consider as the preferred
alternative. The comparisons included data on how the options actually work as well as how they
compare on initial cost, on -going maintenance costs, and environmental performance.
On June 9th, 2020 City Council received an additional presentation on this recommended project. Staff
was directed to again place the project on the Action Agenda for June 16th.
On June 16th, 2020 Council reviewed some of the preliminary funding considerations for the project but
due to time constraints that discussion was unfinished. On June 23rd, 2020 Council again reviewed the
project and entertained taking action to approve the project using an ESCO delivery model but
ultimately decided to hold an optional Public Hearing on July 7th to get comments from the public
regarding the project, its required funding, financing methods, and rate impacts.
July 7th, 2020 - upon conclusion of the Public Hearing, the Mayor was authorized to sign all necessary
documents between the City and the Department of Enterprise Systems to deliver this project for the
Guaranteed Maximum Cost of $26,121,040.
October 27, 2021 - Construction started, significant progress has been made and the project is starting
the commissioning phase in February 2023.
July 2023 - System placed into Operation in Measure and Verify status. Council received updates of
project through reporting and previous discussion on Construction Status.
April, 2024 - Ecoremedy/Ameresco demobilized from the project due to several contractual disputes and
believing they had adequately met project commissioning criteria. The City and the Dept. Of Enterprise
Systems (DES) disagreed with them on these issues.
September, 2024 - Ecoremedy/Ameresco return for 3-days of Project Chartering meetings with the city
and (DES). Agreements are reached to recommission the equipment
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September, 30, 2024 - Ecoremedy remobilizes to install upgrades and do maintenance in preparation for
re -starting the system the week of 10/21
Staff Recommendation
Review the DRAFT O&M Contract at this Special Meeting of the Committee, suggest any needed
changes, and recommend placement on the Council's 10/29 regular meeting agenda for review,
approval, and authorization of the Mayor to sign the contract.
Narrative
Ecoremedy, LLC, the technology provider for the new gasifier system purchased by the city to replace
the old incinerator, would provide operations and maintenance assistance of this new system for six
months beginning at the end of the commissioning phase set to begin early in November and conclude
in early December. In addition to these services, they will provide extended training of our staff over this
same period of time. The City also wants the opportunity to test the system during winter months when
the plant is subject to large swings in flow, lower temperatures and, as a result, potentially more
variable feed stock solids concentrations. Staff feels this is necessary to ensure the best possible
performance of the system when we fully transition to city operation at the end of this contract. They
will have four of their best operators and maintainers here during the contract period.
Cost = $149,000/mo. Total = $894,000
Attachments:
DRAFT O&M Contract 2024.10.17
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2.1.a
CITY OF EDMONDS WASTEWATER TREATMENT PLANT
GASIFICATION SYSTEM OPERATION AND MAINTENANCE AGREEMENT
This Gasification System Operation and Maintenance Agreement (the "Agreement") is
made this day of October 2024, by and between:
1) City of Edmonds, a Washington municipal corporation with its principal place of business
at 121 5ffi Avenue North, Edmonds, WA 98020 (hereinafter the "Client"); and
2) ECOREMEDY, LLC, a State of Delaware limited liability company with its principal
place of business at 180 Silver Spring Rd, Mechanicsburg, PA 17050 (hereinafter the
"Operator").
BACKGROUND
A gasification system for the processing of biosolids ("Gasification System") was designed and built at the
Client's Wastewater Treatment Plant under a design -build contract ("Design -Build Contract") as described
in Schedule 2 attached to this Agreement. The Operator is a subcontractor under the Design -Build Contract.
The Client desires to procure operation and maintenance services required for the Gasification System as
set forth in Schedule 1 attached to this Agreement and the Operator desires to provide said operations and
maintenance services to the Client.
It is the intent of the parties that this Agreement will run concurrently with the existing Measurement and
Verification Agreement under the Design -Build Contract. This Agreement is not intended to supersede or
change any obligations of the parties under the Design -Build Contract. In the event of a conflict between
any provision of this Agreement and any provision of the Design -Build Contract, the provision of the
Design -Build Contract will control.
In consideration of the mutual promises in this Agreement, the parties agree as follows:
1) TERM
This Agreement shall commence on upon successful commissioning (including contract required
training) of the Gasification System effective date to be added here
("Commencement Date") and shall remain in full force and effect for six (6) months from the
Commencement Date ("Initial Term") unless terminated earlier under Section 5 below. After the
Initial Term, the Agreement may be renewed for successive one (1) month periods unless terminated
in writing by either party at least thirty (30) days prior to the expiration of the then -current term.
2) OPERATOR'S SERVICES
2.1. Operator shall provide the services asset forth in Schedule 1(the "Services").
2.2. Operator shall be responsible for managing warranty issues applicable to the Design -Build
Contract as set forth in Schedule 1.
2.3 Operator shall be responsible for the payment of all regular Operation and Maintenance
expenses, with the exception of those expenses specified in Schedule 1. Except in the case of
an Emergency Event, Operator shall obtain the prior written approval of the Client for any
single maintenance -related expense for which it seeks additional compensation. When the
Operator determines that an Emergency Event exists, it may begin immediately taking any
necessary action related thereto, without the Client's prior approval, but shall provide notice
to Client of any such Emergency Event as soon as reasonably possible, and a good faith
estimate of any related expenses, as soon as possible. Any costs incurred during the
Emergency Event shall be included in the Annual Operation and Maintenance Expenditures,
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2.1.a
subject to the Client's subsequent review and approval. Operator shall verify if the repair is
covered by their contractual warranty or a specific equipment warranty.
2.4. Operator may perform additional services or Corrective Maintenance beyond the Services
specified in Section 2.1 with the mutual consent of both parties. The parties shall separately
negotiate the costs of any such additional services.
2.5. Operator shall:
2.5.1. Perform the Services in accordance with the provisions of this Agreement, Applicable
Law, and all permits, licenses, and specifications applicable to the operation and
maintenance of the Gasification System; exercising the degree of skill and care
ordinarily exercised by members of Operator's profession in the geographic region of
the Facilities.
2.5.2. Use qualified personnel to operate and maintain the Gasification System and all its
equipment and processes in accordance with relevant operation and, if available,
maintenance manuals for the Gasification System, Applicable Law, and the Client's
Permits.
2.5.3. Subject to the limitations in Section 3, below, perform the routine maintenance tasks
in Schedule 1;
2.5.4. Maintain necessary records of operations and submit reporting as required in
Schedule 1;
2.5.5. Maintain a safety plan for operation of the Gasification System, comply with all safety
standards and procedures as required by Client's policies and Applicable Law.
2.5.6. Provide response services for an Emergency Event for the Gasification System twenty-
four hours a day, seven days a week.
3) CLIENT OBLIGATIONS
3.1. Client shall:
3.1.1. Obtain and maintain all state, federal, and local permits and licenses required for
ownership, operation and maintenance of the Facilities, including without limitation,
the Client's Permits;
3.1.2. Maintain responsibility for the payment of all costs, expenses, taxes, penalties, fines,
and rates for emergency services associated with the operation and maintenance of the
Facilities and the Gasification System that have not been expressly assumed by
Operator in accordance with Schedule 1; provided, in each case in which the
referenced expense, penalty or fine is the direct result of Operator's direct negligence
or willful conduct, Operator shall pay such amounts to the extent such expense,
penalty or fine is the direct result of Operator's direct negligence or willful conduct;
3.1.3. Comply with Applicable Law relating to the management, ownership, operation,
maintenance, repair and replacement of the Facilities and Gasification System (to the
extent that the responsibility of complying with those laws is not specifically assumed
by the Operator under this Agreement). The Operator shall not be responsible for
Client's failure to comply with any provision of Applicable Law that is not otherwise
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specifically assumed by the Operator hereunder;
3.1.4. Client and its visitors shall comply with all safety standards and procedures as
required by Client's policies and Applicable Law.
3.1.5. Maintain all sewer lines, pipes, force mains, and all other water transportation lines
("Client Lines"), that are not part of the Gasification System under Operator's control,
in a manner that will prevent, to the extent practicable, any damage to the operation of
the Facilities due to leakage of water or infiltration or inflow of storm water from such
Client Lines;
3.1.6. Perform all duties and discharge all responsibilities and obligations relating to the
operation and maintenance of the Facilities not expressly assumed by the Operator
pursuant to the terms of this Agreement; and
3.1.7. Allow the Operator access to and use of the Facilities as defined in Schedule 1.
3.2. Client may provide Operator with access to one or more Client vehicles to assist Operator in
providing the Services under this Agreement.
4) FEES AND PAYMENT
4.1. For the period beginning on the Commencement Date, Client shall pay Operator a monthly
lump sum in the amount of $149,000 ("Base Fee"). Each monthly payment shall be due, in
advance, on the first of the month during which the Services will be rendered. All other
payments shall be due within thirty (30) days of the date of invoice.
4.2. Any disputes regarding invoices shall be raised, in writing setting forth sufficient detail
regarding the nature of the dispute, within ten (10) business days from the date of said invoice
or such other reasonable period of time, as determined by Client, as may permit Client to
adequately review and if necessary, audit any invoice, which shall not exceed ninety (90)
days.
4.3. Any and all late payments due to either party from the other party shall accrue interest at the
Prime interest rate plus 2% annually (pro -rated on a monthly basis) from the original due
date and until payment is received, unless waived by agreement.
4.4. In the event of a change in the Services requested by Client or a change in Applicable Law
which causes a substantial increase in Operator's cost of providing the Services, Operator may
provide notice and substantiation to Client and the parties shall negotiate in good faith to adjust
the Base Fee to account for such change in Operator's costs.
4.5. If Applicable Law, or its amendment, modification, application, or interpretation substantially
increases prevailing wage requirements to be paid pursuant to and under this Agreement, then
Operator will promptly notify Client, and each of them shall negotiate in good faith to adjust
the Base Fee to account for such increase. If the parties are then unable to agree to a mutually
acceptable adjustment, Operator or Client may terminate the Agreement in accordance with
the provisions of Section 5.
5) TERMINATION
5.1. Either party may terminate this Agreement by immediate written notice if the other has failed
to comply with a material term, provided that the non -defaulting party has first given the
defaulting party written notice to cure their default within ten (10) days (such applicable
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2.1.a
period, a "Cure Period") and the defaulting party has not done so. If a default cannot be
cured within the Cure Period, the parties may agree to an extension of the time to cure
provided the defaulting party provides reasonable evidence within the Cure Period that it
has identified a means to cure and is pursuing it diligently. Should Client pay an unpaid,
undisputed invoice within the Cure Period, the termination notice under this provision will
be deemed automatically withdrawn.
5.2. In the event of the termination of this Agreement, Client shall pay Operator for the Services
provided and invoiced by Operator up to the effective date of termination and the
effectiveness of such termination by Client will be conditioned upon receipt by Operator of
such payment. Client shall make payment within thirty (30) days of the date of termination.
5.3. Client shall notify Operator of any dispute with an invoice within twenty (20) business days
from receipt of said invoice or such other reasonable period of time, as determined by Client,
as may permit Client to adequately review, and if necessary, audit any invoice, which shall
not exceed ninety (90) days. In the event that Client has a dispute with any charges, all
undisputed charges on said invoice(s) will be due in accordance with the above time periods
and the parties shall negotiate in good faith to resolve any such dispute in a timely manner.
6) FINES, INDEMNIFICATION AND LIMITATION
6.1. In the event that the Gasification System operation is interrupted, through no fault of Client,
for an extended period of time that requires the hauling of biosolids, Operator shall be
responsible for the hauling costs and other damages; provided that Operator shall not be
liable for any such costs and/or other damages that are covered by the provisions of the
Design -Build Contract. In respect to air permit violations that occur following the
Commencement Date, Operator shall, in respect of violations that may be imposed by
environmental regulatory bodies under Applicable Law and to the extent directly attributable
to Operator's breach of its contractual obligations hereunder, be responsible for:
environmental regulatory fines and penalties. Prior to settlement or payment of any such
fines or penalties, Operator reserves the right to contest any actions, suits or proceedings
for violations through administrative procedures or otherwise. Operator shall provide Client
with prompt notice of any such violations.
6.2. If the Facilities loading exceeds its design parameters or if influent contains: i) abnormal,
toxic or other substances which cannot be treated by the existing Facilities; or ii) discharges
which violate applicable ordinances, the Client shall promptly notify Operator and provide
an estimate of related time necessary to return system back to normal and will use its best
efforts to maximize performance of the Facilities. Operator shall not be responsible for
associated effluent characteristics or damages, fines or penalties which result, in the absence
of Operator's direct negligence or willful conduct.
6.3. SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW, DURING THE
TERM OF THIS AGREEMENT, EACH PARTY (THE "INDEMNIFYING PARTY")
SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (EACH IS REFERRED TO
HEREIN AS AN "INDEMNIFIED PARTY") AGAINST ANY AND ALL LIABILITY
FOR DAMAGES, COSTS, LOSSES, AND EXPENSES, INCLUDING REASONABLE
ATTORNEY'S FEES, RESULTING FROM ANY CLAIM ASSERTED BY A THIRD
PARTY AGAINST THE INDEMNIFIED PARTY FOR WRONGFUL DEATH, BODILY
INJURY, AND/OR PROPERTY DAMAGE, BUT ONLY TO THE EXTENT CAUSED
BY THE WILLFUL OR NEGLIGENT ACTS OR OMISSIONS OF THE INDEMNIFYING
PARTY.
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2.1.a
6.4. Operator is not liable for any liabilities resulting from the collection system for the Facilities
unless such liabilities are the result of Operator's negligent or willful actions.
6.5. Notwithstanding section 6.1 or any other provision to the contrary contained in this
Agreement, in no event shall either party be liable, either directly or indirectly, for any
special, punitive, indirect and/or consequential damages, including damages attributable to loss
of use, loss of income or loss of profit, even if such party has been advised of the possibility
of such damages.
6.6. In the event that claims(s) raised by Client against the Operator on account of this Agreement,
or on account of the Services performed hereunder including claims by Client for
indemnification under Section 6.3, are covered under Operator's insurance policies required
of the Operator hereunder, Operator shall not be responsible to Client for any loss, damage or
liability beyond the amounts contractually required hereunder and actually paid pursuant to
the limits and conditions of such insurance policies. With respect to any causes of action and/or
claims raised against the Operator by Client that are not covered by the insurance policies
required hereunder, including claims by Client for indemnification, Operator's liability to Client
shall not exceed an aggregate amount equal to the Base Fee of the Agreement.
6.7. Under no circumstances shall Operator be responsible for any damages, losses, settlement,
payment deficiencies, liabilities, costs and expenses arising directly or indirectly because of
the execution or implementation of instruction or directions provided by the Client or any of
its directors, officers, employees, agents, or representatives, except in the case of Operator's
direct negligence or willful conduct.
6.8. Operator shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties
incurred by Client or any third parry as a result of a data security breach or other cyber security
breach to the Facilities or Client's computer systems, operating systems, and all other
technological or information systems related to the Facilities and Services provided hereunder,
except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result
of Operator's willful or negligent acts or omissions.
7) INSURANCE
7.1. Operator shall provide and maintain the following levels of insurance coverage at all times
during the Term:
7.1.1. Commercial General Liability Insurance, including contractual liability, with a limit
of one million dollars ($1,000,000) per occurrence and two million dollars
($2,000,000) aggregate;
7.1.2. Workers Compensation Insurance in compliance with the statutes of the State of
Washington.
7.1.3. Automobile Liability Insurance with a combined single limit of one million dollars
($1,000,000); and
7.1.4. Excess Liability Insurance of two million dollars ($2,000,000).
7.2. Operator shall name Client as an additional insured on the general liability policy and
automobile liability policy with respect to the Services during the term of this Agreement,
except for any claim against or loss suffered by Client arising as a result of Client's
negligence or fault and, in circumstances of joint fault or negligence, except to the extent of
the loss attributable to Client's proportionate degree of negligence or fault.
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2.1.a
7.3. Operator shall provide Client with thirty (30) days' notice prior to cancellation of any policy
hereunder.
7.4. Operator shall provide Client with insurance certificates confirming the levels of coverage in
Section 8.1 and that the Client is named as an additional insured.
7.5. Client warrants that it maintains and will continue to maintain, during the term of this
Agreement, appropriate property insurance in relation to the Facilities.
8) DISPUTES
8.1. In the event of any disputes, the parties shall first attempt to resolve the situation by good faith
discussions which shall take place in a timely manner. If the dispute cannot be resolved within
sixty (60) days, the parties shall mediate their dispute before a mediator acceptable to both
parties, and if they cannot agree, they shall ask the Director of the Federal Mediation and
Conciliation Service to nominate a mediator. The parties shall bear their own costs of the
mediation but the parties shall share equally the costs of the mediator and the mediation
facilities.
8.2. If the parties are unable to resolve any disputes in accordance with 8.1 above, litigation may
be initiated by the aggrieved party within sixty (60) days of the conclusion of mediation.
9) MISCELLANEOUS
9.1. The relationship of Operator to Client is that of independent contractor for all purposes under
this Agreement. This Agreement is not intended to create, and shall not be construed as
creating, between Operator and Client, the relationship of principal and agent, joint ventures,
co-partners or any other similar relationship, the existence of which is hereby expressly
denied.
9.2. This Agreement contains the entire agreement between Client and Operator pertaining to
operations and maintenance during the period of the Agreement and supersedes all prior or
contemporaneous communications, representations, understandings or agreements that are
not consistent with any material provision of this Agreement; provided, that nothing in this
Agreement is intended to modify any of the obligations of any party under the Design -Build
Contract, including but not limited to the construction, equipment functionality, measurement
and verification, and warranty obligations thereunder, all of the provisions of which remain in
full force and effect.
9.3. The parties may only modify this Agreement by a written amendment signed by both parties.
9.4. The failure on the part of either party to enforce its rights as to any provision of this
Agreement shall not be construed as a waiver of its rights to enforce such provisions in the
future.
9.5. Neither party may actively solicit, for hire, the employees of the other parry during the term of
this Agreement.
9.6. This Agreement shall not be assigned by either party without the prior written consent of the
other party unless such assignment shall be to a parent, subsidiary, or affiliate of Operator
that does not effect a change of control; where such consent is required, such consent shall
not be unreasonably withheld, conditioned, or delayed. Additionally, except as prohibited
by Applicable Law, any sale, assignment, or transfer by the Client in its rights in, or right to
use, the Facilities shall be subject to Operator's right to perform the Services under this
Agreement.
9.7. A party's performance of any obligation under this Agreement shall be excused if, and to the
extent that, the party is unable to perform because of any event of Force Majeure, as defined
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2.1.a
in Schedule 2. In any such event, the party unable to perform shall be required to resume
performance of its obligations under this Agreement upon the termination of the event or
cause that excused performance hereunder.
9.8. The Agreement shall be governed by and construed in accordance with the laws of the State
of Washington and venue for the resolution of any disputes shall be in Snohomish County,
Washington.
9.9. In the event that Client receives notice of or undertakes the defense or prosecution of any
legal or administrative action or proceeding in connection with the ownership, operation
and/or maintenance of the Facilities and/or this Agreement, Client shall give Operator
prompt notice of such proceedings and shall inform Operator in advance of all hearings. In
the event Operator receives notice of any action, claim, suit, administrative or arbitration
proceeding or investigation in connection with the ownership, operation and/or maintenance
of the Facilities and/or this Agreement, Operator shall give Client prompt notice of such
proceedings.
9.10. All notices will be in writing and shall be deemed given when mailed by first class mail or
delivered in person. Notices required to be given by one party to the other will be addressed
to that party's designated representative identified in Schedule 1.
9.11. All records compiled by Operator with information and material gathered when performing
this Agreement are the property of Client.
9.12. This Agreement is made for the benefit of the parties and is not intended to benefit any third
party or be enforceable by any third party.
9.13. Defined terms in this Agreement are set out in Schedule 2 or within the main body of this
Agreement, capitalized or within quotation marks.
9.14. Should any part of this Agreement for any reason be declared invalid or void, such
declaration will not affect the remaining parts of this Agreement, which will remain in full
force and effect as if the Agreement had been executed with the invalid portion eliminated.
9.15. This Agreement may be executed in more than one counterpart, each of which shall be
deemed an original.
10) Authority
10.1. Both parties warrant and represent to the other that they have full power and authority to
enter into and perform this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date at the top
of this Agreement.
CITY OF EDMONDS ECOREMEDY, LLC
Mike Rosen, Mayor
[Name, Title]
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Schedule 1: Scope of Work
Biosolids Loading and Characteristics
(a) The Design -Build Contract requires the Gasification System to process Biosolids between 20-26.5%
solids at a loading rate up to 656 dry -pounds per hour.
(b) Nothing herein is intended to limit the Operator from processing at a rate greater than 656 dry -pounds
per hour to the extent the Gasification System capabilities allow for it without damage.
(c) Under certain circumstances, the Facility operation conditions may result in Biosolids outside of the
20-26.5% solids range. In such situations, the Operator will work with Client to attempt to process the
Biosolids in the Gasification System. However, to the extent the Gasification System cannot process
the Biosolids at the necessary rate and Biosolids Hauling is required, Operator will not be responsible
for the Biosolids Hauling costs.
Staffing
(a) Operator will provide staffing necessary to maintain Gasification System operations at a loading rate
necessary to meet Client's WWTP demand and ensure that no Biosolids Hauling is necessary.
(b) At a minimum, Operator will staff four (4) experienced operators to serve as lead operators for the
Gasification System, which will operate for 120-168 consecutive hours per week as needed to meet
process requirements.
(c) The four Operator personnel will either be onsite simultaneously or will be placed in a weekly rotation.
Operator shall prepare and submit a schedule for approval by Client.
(d) Operator will provide executive oversight with periodic site visits as necessary by Brad Morgan and/or
Dave Mooney, as well as other corporate leadership.
(e) In addition to normal Gasification System operations, Operator shall provide maintenance staff as
necessary to properly maintain the Gasification System and train City staff to do the same.
Maintenance services may be performed during system operation or scheduled system downtime
(weekends).
Client Facilities
(a) Operator personnel will be allowed use of the following Facilities: 1) kitchen including microwave,
oven, and assigned refrigerator are available for use during breaks and meals (dishes, small appliances
and other property of Client staff are not available for Operator use); 2) water fountain; 3) Restroom
610 in shop area (Client will provide custodial services for this restroom); 4) Maintenance shop office
will be made available as an Operator work space.
(b) When using Client Facilities, Operator personnel are expected to clean up after themselves daily.
(c) Operator personnel shall not use any Facilities not specifically identified in Item (a) above. Exceptions
may be made in the case of an Emergency Event or as otherwise approved by the client.
(d) Operator shall not access the Facilities when Client staff is not present.
(e) Operator shall not use Client's heavy equipment such as forklifts or other large items. If Operator
determines that such equipment is necessary, Operator will coordinate with Client.
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2.1.a
Operations Services
(a) Operator shall operate Gasification System in a manner to process Biosolids at a loading rate necessary
to meet Client demand.
(b) Operator shall operate the Gasification System in a manner to meet all applicable Client Permit
requirements and Applicable Law.
Maintenance Services
(a) Operator shall provide Routine Preventive Maintenance and Corrective Maintenance in accordance
with Operator's experience, acceptable industry practice, manufacturer's specifications, and approved
operating and maintenance procedures developed for the equipment and processes of the Gasification
System;
(b) Client will provide Operator a template for tracking asset maintenance data for Client's computerized
maintenance management system ("CMMS"). Operator will track relevant data in the template and
provide updates to Client for incorporation into Client CMMS.
O&M Expenses
(a) Operator will provide tools, materials, equipment, and supplies necessary for proper performance under
this Agreement.
(b) Client to provide bulk process chemicals (i.e. caustic soda, sodium hypochlorite).
(c) Client to provide consumables necessary for operations and Routine Preventative Maintenance.
(d) Expenses associated with Corrective Maintenance or other significant repairs shall be managed under
the Design -Build Contract Warranty or otherwise paid for by the Operator.
Extended Training
(a) The Design -Build Contract includes training requirements. This O&M contract is not intended to
change the requirements under the Design -Build Contract but rather is to provide extended training
services.
(b) The extended training is expected to include: 1) refinement of Client operator knowledge; 2) training
during abnormal operating conditions; 3) assistance to the Client with development / modification of
standard operating procedures ("SOPs") as deemed necessary during performance of this Agreement.
(c) The Operator will also train Client maintenance personnel on Routine Preventive Maintenance and
Corrective Maintenance duties.
(d) Operator will train its employees at its own expense and without interference of performance under
this Agreement.
Design -Build Contract Warranty
(a) Operator will be responsible for managing the warranty under the Design -Build Contract.
(b) If a warranty issue arises, Operator shall notify Client, DES, and Ameresco of proposed corrective
action.
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Spare Parts
(a) Client is currently in the process of reviewing and procuring the items included in the spare parts list
provided by Ecoremedy. Under this Agreement, Client and Operator will work to refine the necessary
spare parts to stock. Products subject to the Design -Build Project warranty provision shall not be
provided by the Client under this Agreement.
(b) Operator will gift Client the second HMI station currently used on the material handling floor of the
biosolids gasification and drying facility.
Records and Reporting
(a) Operator shall maintain necessary records of operation, including documentation for Client's CMMS
of maintenance, daily O&M logs, repair and improvement activities for the Gasification System and
shall prepare and submit to the Client a monthly report, delivered to the Client the following month,
including a narrative and summary of operations, maintenance, repair and replacement activities,
expenses, and data required for monthly reporting to local, state, and federal agencies.
(b) Operator will complete operations rounds sheets during each shift. The operator rounds sheets were
developed as part of the Design -Build Contract.
(c) Operator will prepare daily O&M logs including: staff members on shift, process changes, sampling
data, maintenance performed, corrective work / repairs completed, CLASS A or other addition. Daily
O&M log will remain in the Facility and available for Client review.
(d) Operator will provide monthly O&M reports including: operating hour trend data; hourly loading rate,
major issues encountered, corrective action taken and root cause analysis, changes planned for future
operation, ADDING CLASS A or other materials, special operating procedures. Upon commencement
of this Agreement, Operator shall submit sample monthly report for Client review and approval. O&M
reports shall be submitted to Client within one (1) week of the conclusion of a monthly period.
(e) Operator shall work with Client to develop required air emissions reports for PSCAA.
(f) After contract completion or termination Operator shall perform a final inspection of the Gasification
System equipment. Operator shall notify and schedule inspection with Client at least 7 days prior to
inspection. Within thirty (30) days of final inspection, Operator shall provide the Client with a written
equipment condition assessment report of critical electrical and mechanical equipment for the
Gasification System.
Health and Safety
(a) Client will provide a safe and healthy work environment for Operator personnel, subcontractors, and
visitors, consistent with its existing policies and procedures.
(b) Operator shall perform all services under this Agreement in accordance with health and safety
procedures required by Client and Applicable Law.
Other
(a) Operator personnel shall have authority over the operations of the Gasification System. Client will not
overrule Operator with regards to the Gasification System operation provided it does not impact other
Client Facility operations. Client is ultimately responsible for overall Facility operations and
associated permits, and therefore has authority to overrule Operator to the extent it is necessary for
overall Facility operations.
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2.1.a
(b) Operator may host tours if scheduled in advance and approved by Client provided it does not interfere
with any requirement of this Agreement or with other Client operations.
(c) Operator may import dried Class A biosolids from other municipalities to demonstrate the Ecoremedy
gasification process on biosolids generated by other municipalities, provided: 1) Operator notifies and
schedules the demonstration with Client at least 14 days in advance; 2) it does not adversely affect
Gasification System or Client operations; 3) Operator does violate any health and safety procedures in
doing so. To the extent such demonstrations adversely affect performance of this Agreement and / or
Facility operations, they shall be discontinued immediately.
Designated Representatives
(a) Client's Designated Representative is Ross Hahn or designee. If Mr. Hahn is unavailable the
Designated Representative will be the Client's Public Works and Utilities Director.
(b) Operator's Designated Representative is Dave Mooney or designee.
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Schedule 2: Definitions
"Applicable Law" means laws, rules, regulations, codes, administrative and judicial orders, directives,
guidelines, judgments, rulings, interpretations or similar requirements or actions of any federal, state, local
government, agency or executive or administrative body of any of the above, in each case that relate to, but are
not limited to, the (a) parties' respective responsibilities under this Agreement; (b) operation or maintenance of
the Facilities; (c) health and welfare of individuals working at or visiting the Facilities; (d) the collection,
delivery and treatment of the Client's raw and finished water; and (e) health and welfare of Client's users or
customers.
"Base Fee" means the monthly lump sum of $149,000 to be paid by the Client to the Operator as compensation
for the services described herein.
"Biosolids " means the dewatered sludge exiting the Facility screw presses and entering the Schwing Pump Hopper
of the Gasification System.
"Biosolids Hauling" means Biosolids which are not treated by the Gasification System and instead are loaded into
trucks and hauled offsite for disposal. Biosolids Hauling occurs when the Gasification System is not functional or
is not processing at a rate sufficient to meet the Client demand.
"Client's Permit(s) " and/or "Permit(s) " means all permits and licenses issued to Client and required for the
treatment of wastewater and biosolids from the Facilities.
"Consumables" means wearable items including but not limited to oil, grease, gaskets, other small wearable
items, and the like.
"Corrective Maintenance" is defined as maintenance work which involves the repair or replacement of
components which are failing or have failed. These are tasks that required a trained maintenance technician using
a variety of tools including specialized tools.
"Design -Build Contract" means the contract documents entered into by and between the Washington State
Department of Enterprise Services ("DES"), the City of Edmonds, and Ameresco, Inc. to design and build a
new Gasification System to replace the existing incineration system for biosolids treatment for the City of
Edmonds' Wastewater Treatment Plant Phase 6 Carbon Recovery Project. The Design -Build Contract consists
of the following documents: Ameresco Energy Services Proposal dated May 28, 2020, ESCO Construction
Contract No. 2020-793 G (1-1), Energy Services Authorization No. 2020-793 A (1), Measurement &
Verification Authorization No. 2020-793 B (2), and the ESPC General Conditions dated July 1, 2019.
"Designated Representative" means the individual designated by the Client and Operator who is responsible
for management and performance of this Agreement. All notices, requests, or questions regarding significant
issues or operational decisions shall be directed to the Designated Representative.
"Emergency Event" means an event which threatens the immediate shutdown of, or the substantial reduction
in the operational capacity of, any of the Facilities and/or Gasification System, or the life, health or property of
Client, its agents, employees, customers or users, and/or Operator, their employees and/or agents or others.
"End -Product" means the final product produced by the Gasification System and deposited into the dumpster
in the disposal room.
"Facilities" means the entirety of the Client's Wastewater Treatment Plant, including but not limited to all
process, maintenance, and administrative buildings and equipment; excluding the Gasification System as
defined in Schedule 2.
"Force Majeure " means an event which is beyond the reasonable control of a party, including without
limitation: (a) acts of God; (b) flood, fire, earthquake, hurricane or explosion; (c) war, invasion, hostilities
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(whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law;
(e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any
governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other
industrial disturbances, other than those involving the affected parties employees;] (i) shortage of adequate
power or transportation facilities.
"Gasification System " means the complete system designed, furnished, and installed under the Design -Build
Contract; excluding the headworks equipment and Bioair EcoPure EP10283 Reactor.
"Routine Preventive Maintenance" is defined as inspections and adjustments performed on equipment at
regular intervals. Included are daily, weekly, monthly, quarterly, semi-annual, etc. inspections during which
minor maintenance tasks such as lubrication, adjustments, filter replacement, calibrations, and cleaning
are carried out.
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