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HomeMy WebLinkAboutGrimmway - PWRF - Anaerobic Digester 30% Design Reimbursement Agreement� uyr ,gyp Pasco Memo PUBLIC WORKS DEPARTMENT (509) 545-3444 PO Box 293/525 North 3rd Ave. Pasco, WA 99301/www.pasco-wa.gov To: Dave Zabell — City Manager From: Steve Worley — Public Works Director Date: November 23, 2021 Project: PWRF — Anaerobic Digester 30% Design Grimmway Reimbursement Agreement The reimbursement from Grimmway outlined in this Agreement is: $25,000. Agreement between Pasco and Grimmway for the reimbursement of up to $25,000 for the support of the 30% design of SEV's proposed Anaerobic Digester for improving the pretreatment processes at the PWRF. The PWRF Processors, including Darigold, have each agreed via email to reimburse the City up to $25,000 for this effort as follows: • Reser's $25,000 • Twin City Foods $25,000 • Pasco Processing $25,000 • Simplot $25,000 • Grimmway $25,000' • Darigold $25,000 • SEV $ 5,000 Total $155,000 Since Darigold and Grimmway are new Processors to the system, this reimbursement agreement was developed to memorialize their commitment. Legal has reviewed this Agreement: © Yes 0 No ❑ N/A PROCESS WATER REUSE FACILITY (PWRF) ANEROBIC DIGESTION PROJECT 30% ENGINEERING DESIGN AGREEMENT THIS AGREEMENT entered into this a day of �1►1'�1� 2021 ("Agreement"), by and between Grimmway Enterprises, Inc., hereinafter referred to as "Processor", and the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as "City." WHEREAS, City operates an industrial Process Water Reuse Facility ("PWRF") that treats industrial wastewater from food processors located in the vicinity of the City of Pasco; and WHEREAS, Processor currently pretreats their agricultural industrial wastewater before discharging City's municipal wastewater treatment plant; and WHEREAS, City and Grimmway desire to redirect Grimmway's agricultural industrial wastewater to the PWRF and eventually eliminate current pretreatment requirements; and WHEREAS, the PWRF requires improvements to sufficiently treat Processor's proposed agricultural industrial wastewater flows such that the PWRF continues to meet City's permit limits; and WHEREAS, the City's current PWRF is at or near capacity and requires expansion to enable Processor to use the facility; and WHEREAS, aNatural Gas Developer (Developer), Sustainable Energy Ventures (SEV), has made a proposal to City and to Processor to develop a new wastewater treatment plant that includes anerobic digestion for more comprehensive wastewater treatment and nitrogen removal to bring effluent nitrogen levels to below City's permit levels (together, "AD System"), a gas cleanup system ("Gas Cleanup System') for the production of Renewable Natural Gas, and an expansion of treatment capacity (all together, the "Project"); and, WHEREAS, to provide City and Processor with accurate wastewater treatment costs, Developer needs to complete a 30% engineering design effort on the AD System for a cost of $155,000.00, as well as complete an engineering design effort on the Gas Cleanup System and Balance of Plant ("BOP") engineering that is outside of the scope of the AD System design effort; and WHEREAS, City has agreed to pay Developer $155,000 for the 30% engineering design of the AD System; and WHEREAS, Processor has agreed to support the cost of the 30% engineering design of the AD System and to reimburse City a proportionate share (equal to all other PWRF Processors) of the 30% engineering design cost, up to $25,000, through City's regular billing processes; and NOW, THEREFORE, and in consideration of the mutual terms and covenants contained herein, the parties agree as follows: 1. City Obligations. City shall: A. Work with Developer to support the 30% engineering design effort for the Project. B. Provide Developer available wastewater flow data, including volumes and composition. C. Provide payment to Developer for the cost of the AD System 30% engineering design effort. D. Provide Processor with a wastewater treatment cost proposal and the proposed project agreements at the end of the 30% design efforts to help make an informed decision about moving forward with the Project. 2. Processor Obligations. Processor shall: A. Provide City and/or Developer with available wastewater flow data, including volumes and compositions, or similar information. B. Pay City an equal proportionate share of the cost of the AD System 30% engineering design effort not to exceed $25,000. 3. Term. This Agreement shall be effective commencing on the _4W day of NUI "AV -ff , 2021, and all improvements, conveyances, and obligations of the parties with regard to the present agreement, shall be completed on or before the 30th day of January 2022 (thirty days after completion of the AD System 30% engineering design effort. 4. Authority to Approve Agreement. The parties represent and warrant that all steps necessary for the approval of this Agreement have been completed by: Grimmway Enterprises, Inc_. City of Pasco_ Shem D. Oesch Dave Zabell Vice President of Engineering City Manager P.O. Box 81498 525 N 3rd Avenue Bakersfield, CA 93380 Pasco, WA 99301 PWRF Anaerobic Digestion Project — 30% Engineering Design Agreement Page 2 The officers signing below are authorized to do so and the execution of this Agreement is valid and binding for all purposes. 5. General Provisions. A. This Agreement constitutes the entire agreement between the parties, and no prior oral or written agreement shall be valid, and any modifications of this Agreement must be in writing signed by all parties. B. This Agreement shall be binding on the parties, and their heirs, successors and assigns. C. For the purpose of this Agreement, time is of the essence. 6. Dispute Resolution. In the event of a dispute between the parties regarding the interpretation, breach, or enforcement of this Agreement, the parties shall first meet in a good faith effort to resolve the dispute by themselves or with the assistance of a mediator. The remaining dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with all parties waiving the right of a jury trial upon de novo review, with the substantially prevailing party being awarded its reasonable attorney fees and costs against each other. The parties stipulate that Franklin County Superior Court is the appropriate venue, should judicial relief be required. Any disputes shall be governed by the laws of the State of Washington. 7. Mutual Cooperation and Further Aereements. The parties agree to cooperate in good faith, with regard to each and every aspect required for the completion Project which are the object of this Agreement, and to further sign all documents, deeds, and permits that are reasonably necessary to accomplish the purposes of this Agreement. 8. Tolled Claims. The Parties have executed an Amended Tolling Agreement, dated October 28, 2021 ("Amended Tolling Agreement"), which has from time to time been extended, and which relates to Grimmway's claims arising from communications of the City relating to Grimmway's Pasco facility, and any defenses to such claims which the City may potentially assert. The terms if this Agreement do not supersede or otherwise impact the terms of the Amended Tolling Agreement, or any of the claims or defenses, or rights or remedies relating to the dispute covered by the Amended Tolling Agreement, or any subsequent extension of the Amended Tolling Agreement unless the Parties mutually agree in writing. DATED this %Dtr day of oy`&WVVejY2021. [Signature page follows] PWRF Anaerobic Digestion Project — 30% Engineering Design Agreement Page 3 City of Pasco, Washington: By: Title: City Manager STATE OF WASHINGTON) �Xy COUNTY OF FRANKLIN ) Janette Salazar Romero Notary Public State of WaWnoon My Appoint rWg ER*Q* 011=2022 On this day personally appeared before me 1)(AvV, 2u , (kU iVI(A of the City of Pasco, Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this 91Pday of IyWh WjY , 2021. otary Public in and or the State of Washington Residing at My Commission Expires: pl ata:-, Grimmway Ente s_ /Inc.: By: l� Title: V e Preside t of Engineering STATE OF CALIFORNIA ) RXy COUNTY OF KERN On this day personally appeared before me Kathleen Garzelli, Notary Public to me known to be the Developer, that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited liability company, for the uses and purposes therein mentioned. GIVEN under my hand and official seal this 1 I day of 0 0VWbtx'2021. Vq KATHLEEN GARZELLI� COMM. #2356609 NOTARY PUBLIC - CALIFORNIA KERN COUNTY µ Comm. M. May i, 2025 NOTARY PUBLIC in 0. Residing at: B My Commission Expires for the State ofnCalifornia 0-11215 PWRF Anaerobic Digestion Project — 30% Engineering Design Agreement Page 4 I l i• a II _ I I L• nip � -i . I i y —