HomeMy WebLinkAbout05/05/99 AGENDABREMERTON CITY COUNCIL
239 4TH STREET
BREMERTON, WA 98337
CITY COUNCIL AGENDA
MAY 5, 1999
CITY COUNCIL STUDY SESSION
A. 5:00 - 5:10 P.M. - Executive Session to discuss "Personnel"
B. 5:10 - 5:30 - General Council Business
CALL TO ORDER: 5:30 P.M.
A. Pledge of Allegiance
B. Invocation
CONSENT AGENDA
Items listed below have been distributed to Council members in advance for study
and will be enacted by one motion. If separate discussion is desired on an item, it
may be removed from the Consent Agenda and placed on the Regular Agenda at
the request of a Council member.
None
4. CLAIMS/CHECK REGISTERS
5. COUNCIL MEMBER REPORTS
6. MAYOR'S REPORT
7. LEGISLATIVE REPORT
8. PUBLIC RECOGNITION -- (Comments Limited to 3 Minutes)
NEW BUSINESS
A. Lease of Water Utility Land for In-Vessel Composting and
Wood Waste Processing Facility
#AB99-076
1. SUBJECT:
AGENDA BILL
BREMERTON CITY COUNCIL
LEASE OF WATER UTILITY
LAND FOR 1N-VESSEL COMPOSTING
AND WOOD WASTE PROCESSiNG
FACILITY
FOR AGENDA OF:
ORIGINATING DEPT:
ORIGINATOR:
DATE SUBMITTED:
MAY 5, 1999
Public Works/Util.
Forestry Manager
3/2/99
2. CLEARANCES (comment on,ack //r~ssary): 3. EXHIBITS:
Director PW&U ~~,~_~.,._~
City Attorney
City Engineer
Risk Manager
Operations Committee
Fiscal & Budget Committee
(presented at M~ch 3rd Study ~o~
Lease Agreement
ENDORSEMENT )< INFORMATION__
NL4~YOR~~' ......
APPROVED BY COUNCIL PRESIDENT FOR SUBMIJ.T~L:/'
COUNCIL PRESIDENT ..... ·
4. SUMMARY STATEMENT AND REQUIREMENT FOR COUNCIL ACTION:
Edwards Forest Products of Port Gamble, WA has requested leasing Water Utility. land for the purpose of operating an in-
vessel composting and wood ~vaste processing facili~'. Current zoning of the site is industrial. The prosposed operation uses
technology that has successfully operated elsewhere. The proposed facility, would have the capability of processing wood
waste, yard waste, and biosolids into a high quality, compost for resale.
(over)
8. RECOMMENDATION
Council approve the attached lease of Water Utility property, to Edwards Forest Products of Port Gamble, Wa and authorize
the Mayor to execute the attached a~eement in accordance with established Administrative Policies & Procedures.
RESPONSIBLE OFFICIAL: Public Works & Util. Director
ENFORCEMENT OFFICIAL:
EXPIRATION DATE: per agreement
REVIEW DATE: per agreement
PULLED TABLED __
COUNCIL DIRECTIVE:
10. NOTICE OF ACTION
APPROVED~ DISAPPROVED
-gA
't ? - 076
2. CLEARANCE COMMENTS:
3. SUMMARY STATElVIENT AND REQUIREMENT FOR COUNCIL ACTION (continued from page 1)
An operation of this type is referred to in the November 6, 1998 Draft Kitsap County Comprehensive Solid Waste Management
Plan as an effective element of overall waste management in the county. This facility could also provide an alternative for the
City's Biosolids Management Program and lessen the City's dependence on land application.
5. IIVIPACT ON NON-PASSAGE: Removes viable alternative for current City Biosolids Management Program.
6. IMPACT ON STAFFING, BUDGETS, FACILITIES, EQUIPMENT AND OTHER RESOURCES:
Staffmg:
Budget:
Facilities/Equipment:
NA
Additional revenue source for the Water Utility..
NA
7. RESEARCH SOURCES: Forestry Manager
LEASE AGREEMENT
In-Vessel Composting &
Wood Waste Processing Facility
THIS LEASE AGREEMENT entered into by and between the City of Bremerton, a municipal
corporation duly organized and existing under the laws of the State of Washington, hereina~r referred to
as "Lessor", and Edwards Forest Products, hereinafter referred to as "Lessee".
WITNESSETH:
In consideration of the covenants, promises and terms contained herein, the parties hereby agree as
follows:
1. Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the
following described real property owned by the City of Bremerton:
A site located within a portion of the El/2 SWl/4 SE1/4 Section 2,
Township 23 North, Range 1 West, W.M., containing 7.5 acres, more
or less, and bounded by existing roads and trails and/or survey markers,
and including access to the premises on existing roads or roads to be
developed, as depicted on map attached as "Exhibit A".
In addition the Lessor hereby agrees to make available an optional adjacent parcel (hereafter
"Option Parcel") containing 3.0 acres, more or less for the purpose of future expansion. To maintain
availability of this parcel, Lessee agrees to compensate the Lessor in the amount as described in Section 4
hereof.
2. Use of Property. Lessee shall have the use and occupancy of the premises for the purpose
of establishing and operating an in-vessel composting and wood waste processing facility along with
ingress and egress of commercial and private vehicles over access roads associated with the establishment
and operation for the before mentioned purpose. It is explicit that the site shall be available to the public
for the above expressed use. Violations of this Paragraph 2 are subject to Paragraph 8 hereof.
Lessee may erect any buildings or structures or perform any other necessary construction required
to render service consistent with the purposes stated herein, including ~tallation, operation, maintenance,
repair, replacement and upgrade, upon receiving prior written consent of Lessor and obtaining all
certificates, permits and any other necessary approvals.
It is understood and agreed that the Lessee's ability to use the property for the "use" as described
herein is contingent upon the Lessee obtaining and maintaining after the execution date of the Agreement all
certificates, permits and any other approvals as may be required by any federal, state, or local authorities.
Lessee agrees to use the premises leased hereunder only for the purpose contemplated herein and to
comply with all applicable federal, state, county, or municipal laws and ordinances. Lessee warrants that
all employees involved are qualified and certified as necessary.
Lessor shall have the exclusive right to inspect the Lessee's facilities and equipment at any time
during the term of this Agreement to ensure compliance with the terms and conditions herein; Provided,
however, Lessee has the right to be present at all inspections of Lessee's facilities and equipment, and
Lessor shall give Lessee at least twenty four (24) hours notice of such intent.
Additional requirements, if any, for the operation and maintenance of Lessee's facility, shall be as
included in Schedule I attached and made a part of this Agreement
Lease Agreement/EFP Q 1
4/29/99
3. Term. The term of this lease and any extensions, shall be as follows: ten (10) years
commencing on the effective date of this Agreement. Lessee shall abide by all the terms and conditions
of this lease and shall pay rent to the City as hereinai~r set forth. In addition, the parties mutually agree to
a ten (10) year renewal of this agreement upon original termination unless either party gives written notice
of its intent not to renew at least 120 days prior to thc end of the initial term.
In the event o£thc inability of the City to deliver possession of the premises, or any portion thereof,
at the time of the commencement of the term of this lease, neither the City nor any of the City's officers,
employees, or agents shall be liable for any damage caused thereby, nor shall this lease thereby become
void or voidable, nor shall the term herein specified be in any way extended, but in such event, the Lessee
shall not be liable for any rent until such time as the City can deliver possession. If the Lessee shall take
possession of the premises prior to the commencement date of this lease, the Lessee and the City agree to be
bound by all of thc provisions and obligations hereunder during such prior period.
4. Compensation. Lessee shall pay to the Lessor a monthly rental of $1,656.25_ per month
in additional to applicable leasehold excise tax. The "Option Parcel" described in Section 1, shall be made
available to the Lessor based on the same rate used to calculate the original rental. At the be~nning of
each successive year thereafter, the monthly rent shall automatically be adjusted by the increase in the
Consumer Price Index for All Urban Consumer Scale (CPI-U) U.S. All City Average (1982-84 = 100), as
published by the Bureau of Labor Statistics for the last month for which statistics are posted prior to
effective date of this agreement (the "Index"). However, rent shall not, in any case, decrease.
Schedule II is attached and made a part of this Agreement. Said Schedule II to consider City
generated materials to be processed at Lessee's facility and hereby establishes estimated volumes, values,
and protocols for processing, and adjustments, if any to above compensation.
It is expressly understood that the Lessee shall be obligated to receive appropriate quality and
quantities of City generated materials as described in Schedule II. It is also expressly understood that the
City is under no obligation to the Lessee to provide such materials.
5. Repairs and Alterations. The premises used by Lessee shall be kept in a clean, safe, and
sanitary condition. Lessee shall not permit waste, damage, or injury to the premises. Lessee shall use best
available technology and best management practices to operate its facility to prevent release of odors,
leachate and/or other detrimental materials or substances into the environment. Lessor shall also maintain
its property in reasonable, commercial, and tenantable condition.
Lessor shall provide Lessee and its customers an easement for ingress, egress, and access to and
over the premises at all times during the term of the Agreement at no additional charge to Lessee;
Provided, however, the cost of relocation and/or improvement of access road(s) required for Lessee's
operation shall be at Lessee's sole cost and expense.
6. Licenses/Permits/Taxes. Upon commencement of the lease, Lessee shall be responsible
for real property, excise leasehold, business and occupation, and/or other taxes or licenses which may in the
future be required or assessed as a result of the Lessee's operations. Lessee shall pay any personal property
taxes assessed on, or any portion of such taxes attributable to Lessee's operations.
7. Liability and Insurance.
a. Insurance: Lessee, at its own expense, shall provide and keep in force with
companies acceptable to the City, and with policies and coverage acceptable to the City~ insurance for the
benefit of City, and Lessee jointly, against liability for bodily injury, property damage, personal injury,
environmental damage and pollution arising from the Lessee's use and occupation of the property and
operation of the facility, in the amount of not less than Five Million Dollars ($5,000,000) per claim.
Lessee shall furnish City with certificates of insurance evidencing this coverage prior to use or occupation
of the property or the facility and shall, thereafter, maintain such policies in full force and effect. Policies
4/29/99 ~
shall name the City as an additional insured and shall be primary and noncontributing with any insurance
carried by the City. Policies shall not be canceled or altered without thirty (30) days prior written notice to
City.
b. Indemnity: Lessee shall defend, indemnify, and save harmless the City, its
appointed and elected officers and employees, from and against any and all liability, loss, costs, damage
and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for
damages resulting from environmental, personal or bodily injury, including death at any time resulting
therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage
to property, arising or alleged to have arisen directly or indirectly out of or in consequence of the
occupation of the Property or the performance of this Agreement, by Lessee, its employees and/or agents
whether such injuries to persons or damage to property is due to the negligence of Lessee, its
subcontractors, agents, successors, or assigns. This provision shall be inapphcable to the extent that the
City is judicially found to be solely negligent for such damage or injury. Nothing contained m this
Subparagraph shall abrogate any rights or obligations contained in Subparagraph a, above:
c. Liens: Lessee shall not permit any lien to be imposed upon the property of Lessor
as a result of work done by or on behalf of user and shall indemnify and hold harmless against any and all
expenses, including reasonable attorney's fees and court costs in connection with any such lien.
d. Environmental Laws. Lessee represents, warrants and agrees that it will conduct
its activities on thc premises in compliance with all applicable Environmental Laws (as defined below).
Lessee agrees to defend, indemnify and hold City harmless from and again~ all claims, causes of
action, demands and liability including, but not limited to, damages, costs, expenses, assessments,
penalties, fines, losses, judgments and attorney's fees that thc City may suffer duc to the actual or alleged
existence or discovery of any actual or alleged I-la?zrdous Substance on the premises or the migration of
any actual or alleged IqnTardous Substance to other properties or released into the environment.
The indemnifications in this section specifically include cost incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal or restoration work required by any
governmental authority.
As used in this Agreement, "Environmental Laws" means all federal, state and local environmental
laws, rules, regulations, ordinances, judicial or administrative decrees, orders, decisions, authorizations or
permits pertaining to the protection of human health and/or the environment, including, but not limited to,
the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq., the Clean Air Act, 42 U.S.C. 7401,
et seq., the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., the Emergency Planning and
Community Right to Know Act, 42 U.S.C. 1101, et seq., the Comprehensive Environmental Response,
Compensation and Liability Act, U.S.C. 42 U.S.C. 9601, et seq., the Toxic Substances Control Act, 15
U.S.C. 2601, et seq., the Oil Pollution Control Act, 33 U.S.C. 2701 et seq., and Washington State laws, or
any comparable local, state or federal statute or ordinance pertaining to the environment or natural
resources and all regulations pertaining thereto, specifically including Chapter 70.95J RCW and WAC
Chapter 173-308.
As used in this Agreement, "I-lo?~rdous Substance" means any ha?zrdous or toxic substances as
defined by the Comprehensive Environmental Response, Compensation and Liability Act, as amended from
time to time; any hazardous waste as defined by the Resource Conservation and Recovery Act of 1976, as
amended from time to time; any and all material waste or substance defined as h~?~rdous pursuant to any
federal, state, or local laws or regulations or order; and any substance which is or becomes regulated by
any federal, state or local governmental authority; any oil, petroleum products and their by-products.
This definition includes all federal, state or local land use laws dealing with environmental
sensitivity including, but not limited to, laws regarding wetlands, steep slopes, aquifers, critical or sensitive
areas, shorelines, fish and wildlife habitat, or areas of historical or archeological significance.
Lease Agreement/EFP 3
4/29/99 ~
8. Termination of Lease.
a. Either party may terminate this lease upon default of any covenant or term hereof by
the other, which shall be effective thirty (30) days following receipt of such notice unless Lessee cures
defaults within said period.
b. Either party may terminate for convenience upon one hundred twenty (120) days'
notice.
e. Notice of the intent to terminate shall be given in writing by certified mail, remm
receipt requested.
9. Surrender. Prior to termination or expiration of this Agreement, Lessee shall surrender
such facilities to the Lessor in as good condition as when initially leased, normal wear excepted.
Prior to termination or expiration of this Agreement, Lessee shall, within reasonable period of time
agreed to by both parties, remove its personal property and improvements, except for those improvements
listed in this Agreement as becoming the property of the City upon tem~aation or expiration, unless
rejected by Lessor, wherein the property shall be restored to its original condition, reasonable wear
aocepted. Improvements that shall remain the property of the City, at its option, after termination or
expiration of this Agreement are as follows: non-portable structures, septic system, utilities, paving.
10. Notices. All notices to be given by either of the parties hereto to the other party shall be in
writing and may either be delivered personally or may be deposited in the United States Mail, postage
prepaid, as either certified or regular mail, addressed as specified below, or to such other address as either
party may later designate in writing. Notices sent by mail shall be deemed to have been given forty-eight
(48) hours after properly mailed; postmark affixed by the United States Post Office shall be conclusive
evidence of the date of mailing.
Lessor:
City of Bremerton
Department of Public Works & Utilities
3027 Olympus Drive
Bremerton, Washington 98310
Atto: Director of Public Works & Utilities
Telephone: (360) 478-5318
LeSSee~
Edwards Forest Products
P.O. Box 300
Port Gamble, WA 98364-3000
Attn: Meredith Edwards
Telephone: (360) 297-8150
11. Relationship. In no event shall the City be construed, or held to have become in any way
or for any purpose a partner, associate, or joint venturer, of the Lessee or any party associated with the
Lessee m the conduct of the Lessee's business or otherwise. This Agreement does not constitute the Lessee
as agent or legal representative of the City for any purposes whatsoever.
12. Amendments. The parties hereto expressly reserve the right to renegotiate the provisions,
including the term of this Agreement, from time to time as may be necessary and to amend this Agreement
accordingly; Provided, however, that no alteration or modification of the terms or conditions shall be valid
and binding, unless made in writing and signed by the authorized representatives of the parties hereto.
13. Assignment/Sublease. Lessee shall not assign this Agreement or sublet any portion of the
premises without written approval of Lessor..
Le~e Agrccmcnt/EFP 4
4129/99 ~
14. Waiver of Default. No waiver of default by either party of any of the terms, covenants,
and conditions hereof to be performed, kept and observed by the other party shall be construed as, or
operate as, a waiver of any subsequent default of any of the terms, covenants, and conditions herein
contained, to be performed, kept and observed by the other party.
1S. MisceHaneous.
a. The substantially prevailing party in any litigation arising hereunder shall be entitled to
its reasonable attorney's fees and court costs, including appeals, if any.
b. This Agreement constitutes the entire agreement and understanding of the parties, and
supersedes all offers, negotiations and other agreements. There are no representations or understandings of
any kind not set forth herein. Any amendments to said Agreement must be in writing and executed by both
parties.
c. If either party is represented by a real estate broker in this tin'action, that party shall
be fully responsible for any fee due such broker.
16. Nondiscrimination. Lessee shall not discriminate in employment or services to the public
on the basis of race, color, national origin, sex, religion, age, marital status or disability, except
employment actions based on a bona fide occupational qualification.
17. Effecmation of Agreement. In order to be effective, this lease must be (1) signed by an
authorized representative of the Lessee and returned to the City at the address set forth previously
accompanied by any required policy of insurance, and (2) signed by the Mayor of the City of Bremerton,
and attested to by the City Clerk.
LESSEE:
Dated:
Scott W. Edwards, President, Edwards Forest
Products
LESSOR:
Dated:
Lynn S. Horton, Mayor of Bremerton
DEPARTMENTAL APPROVAL:
W. Eugene Sampley
Director of Public Works & Utilities
APPROVED AS TO FORM:
Glenna Malanca, City Attorney
RECEIVED FOR FILING:
Kathleen McCluskey, City Clerk
Leas~ Agreeraent/EFP
4/29/99
~ ~ PERMITTING/OPERATIONS/MAINTENANCE
/ The following is a partial hsting of app ovals 'dentified with the desigmuxt use 6r-'the property.. These,
/ well as any other approvals required, shall be approved by the authority, having jurisdiction~to
the commencement of Lessor's operations:
· Site Plan/development
.
·
· Material storage
· Leachate/Storm water management
SCHEDULE II
CITY GENERATED MATERL. kLS
The parties to this agreement reco_mx/ze and acknowledge that mutual benefit can be derived from
processing of City generated materials at uhe Lessee's faciliD,, said materials being biosolids from the Ckv's
wastewater treatment plant and vegetative materials from various CiD' operations. 'Fnerefore, the follox~ing
schedule is established to determine protocols for receiving and processing of these materials.
It is expressly understood that the Lessee shall be obligated to receive appropriate quality, and quantities of
Ci~' generated materials as described in tiUs Schedule. It is also expressly ,understood that the City is under
no obligation to the Lessee to provide such materials.
A. Biosolids
No less than wet tons dewatered biosolids per month (TO BE ~VEGOTZ4TED))
~xx..._O.vment to be made at the rate of per wet ton. ' .....
B. Vegetative Material
As able to receive and process at commercial rates or less.
This Schedule can be modified by mutual agr_ eement of the Parties. The City may, at its sole discretion,
receive and use at no cost to the City., mater/als produced by the Lessee's operations when such materials
are made available by Lessee to Lessor.
Ma.se AgreemenffEFP
4/29/99
SCHEDULE I
PERMITTING/OPERATIONS/MAINTENANCE
The following is a partial listing of approvals identified with the desi~t, na?d use of the property. These, as
well as any other approvals required, shall be approved by the authority having jurisdiction thereof prior to
the commencement of Lessor's operations:
· Site Plan/development
· Road location/Improvement/Maintenance/Joint use
· Access/Security/Operating hours
· Facility Operations Plan
· Material storage
· Leachate/Storm water management
SCHEDULE II
CITY GENERATED MATERIALS
The parties to this agreement recognize and acknowledge that mutual benefit can be derived from
processing of City generated materials at the Lessee's facility, said materials being biosolids from the City's
wastewater treatment plant and vegetative materials from various City operations. Therefore, the following
schedule is established to determine protocols for receiving and processing of these materials.
It is expressly understood that the Lessee shall be obligated to receive appropriate quality and quantities of
City generated materials as described in this Schedule. It is also expressly understood that the City is under
no obligation to the Lessee to provide such materials.
A. Biosolids
'A/No less than
wet tons dewatered biosolids per month (TO BE NEGOTIATED))
Payment to be made at the rote of
per wet ton. " " "
B. Vegetative Material
As able to receive and process at commercial rates or less.
This Schedule can be modified by mutual agreement of the Parties. The City may, at its sole discretion,
receive and use at no cost to the City, materials produced by the Lessee's operations when such materials
are made available by Lessee to Lessor.
~ Agr~m~FP 8 6
4/29/99