Sewer Overflow Agreement (this “Agreement”) is entered into
between the City of Portland, hereinafter called Portland, a
corporation of the State of Oregon; RIMCO, LLC, an Oregon limited
liability company (“RIMCO”), and Oregon Health and Science
University, a public corporation (“OHSU”; RIMCO and OHSU
collectively being referred to as “User”).
AND INTENT OF AGREEMENT
owns, operates and maintains a Publicly Owned Treatment Works
(“POTW”), which includes the sanitary sewer collection system
and wastewater treatment plants.
is a limited liability company owned jointly by OHSU Medical Group
and OHSU to develop, own and operate real property. User is
constructing a building on property commonly known as Block 25
with an underground parking garage at Blocks 25 and 29, at the
corner of Whittaker and Gibbs Street in Portland, Oregon, commonly
known as the OHSU River Place Building One Project (“Facility”),
in which it intends to install a membrane bioreactor system to treat
on site the wastewater produced by the Facility and dispose of the
treated wastewater by alternative means in lieu of discharging to
User has requested that Portland
allow User to connect to the POTW to periodically discharge waste
treatment solids and to discharge scheduled and unscheduled
wastewater system bypasses from the Facility, should the need occur.
1.Definitions. The following terms shall
have the following meaning when used in this Agreement:
1.1“Batch Discharge” shall mean
periodic discharges of waste solids associated with the Bio System
1.2“Bypass Discharge” shall mean raw
sewer discharge from the Facility that bypasses or receives only
partial treatment by the Bio System.
1.3“Bio System” shall mean an on-site
membrane bioreactor system to treat wastewater that is generated from
use of the Facility, together with all related pipes, electrical
facilities, and other infrastructure necessary for operation of the
1.4“Facility” is defined in Recital B,
and shall also include any second building that is connected to the
1.5“Full Service Connection” shall
mean a permanent, standard, full-time sewer connection to the POTW
that does not require use of the Bio System.
1.6“POTW” is defined in Recital A.
1.7“User” is defined in the
introductory paragraph of this Agreement.
2.Bio System. User shall install and
appropriately operate and maintain a wastewater membrane bioreactor
system (“Bio System”) to treat the wastewater on site that is
generated from use of the Facility. The Bio System will be designed
to have adequate capacity for anticipated flows, including
infiltration inflow during peak storm events. In addition, User
shall design the Bio System to have backup power and other
redundancies in accordance with DEQ standards to reduce the
probability of a failure at the facility. Usershall comply
with all applicable Portland Codes, and with all applicable state and
federal laws, rules and regulations governing the operation and
maintenance of the Bio System. Portland will allow the discharge of
the Bio System waste and bypasses in compliance with terms and
conditions listed in Portland’s NPDES permit and the DEQ/Portland
Amended Stipulated Final Order (ASFO).
3.Connection to Portland Sewer System.
Portland agrees to allow User to connect to the POTW for the
3.1 Waste solids connection, to be used for Batch
Discharges. The cost for the waste solids connection shall be a
one-time payment of $20,000. This does not include a volume charge
for each batch. The volume charge for each Batch Discharge shall be
at the regular service rates (including special charges such as
extra-strength charges, if applicable) in effect at the time of each
3.2System bypass connection to facilitate Bypass
4.Permit. Portland will issue a
wastewater discharge permit following standard procedures to
appropriately control all discharges to the POTW from the Facility or
Bio System. The costs associated with administering the permit are
5.Future Full Service Connection. User
contemplates that at some time, a full service connection may be
necessary to the POTW. At such time there will be a payment at the
rate then in effect based on the Portland’s Systems Development
Charges methodology. User understands future POTW capacity may be
unavailable, since User is not purchasing and/or reserving future
of Bypass Need.
Under normal operational conditions, it is expected that the
Facility’s Bio System will be able to handle and treat all
wastewater. However, it is possible that circumstances will occur
where the Bio System may need to be bypassed to allow excess flows to
enter the POTW. Whenever bypassing is necessary, User will
immediately notify and request approval from Portland to discharge
and coordinate discharge efforts as provided in the wastewater
discharge permit. If the bypass is necessary due to failure of the
Bio System, User will immediately initiate any repairs necessary to
end the bypass. At its
discretion, the City may prohibit bypassing in situations where the
City reasonably believes such bypassing is likely to cause a
violation of the City’s NPDES permit or applicable law.
6.2Bypassing Process. Portland may allow
Bypass Discharges, which will be coordinated between User and
Portland as follows:
6.2.1User shall notify Portland of
the nature of the need for the Bypass Discharge, its expected
duration, and expected volume.
6.2.2Bypass Discharges will be
coordinated with and approved in advance by Portland, as provided in
the wastewater discharge permit. Each party shall provide to the
other a list of contact names and phone numbers of individuals
authorized to approve planned repairs and Bypass Discharges, updated
6.2.3For repairs, User will
include schedules with start and then-known completion dates
reasonably acceptable to Portland.
6.2.4Portland shall respond to any
Bypass Discharge request within 48 hours.
7.Portland Service Charges. All
discharges from the Bio System to the POTW will result in charges to
User as follows:
7.1Permit fees. Sewer permit fees will be
subject to Portland’s most current sewer permit fee schedule.
7.2Batch Discharge Fees. Batch discharges
from the Bio System will be subject to Portland’s most current
sewer discharge rates (including special charges such as
extra-strength charges, if applicable) for like discharges.
7.3Bypass Discharge Fees. All Bypass
Discharges accepted by Portland will be subject to charges as
7.3.1Flow charges, calculated as
volume discharged to the sewer system times the commercial sanitary
volume rate in effect at the time of the discharge, plus
7.3.2Applicable extra strength
charges, calculated by applying extra strength rates in effect at the
time of the discharge to the volume of wastewater discharged to the
system, for concentration levels as determined by the City, or by
User with the City’s approval, plus
7.3.3A capacity fee calculated as follows:
= Q x SDC x R /72, where
Q = the volume in ccf discharged to
the sewer system
through the bypass
= the sanitary system development charge at the time
of discharge per equivalent
dwelling unit (EDU),
= the interest rate on the most recent sewer system
revenue bonds, and
72 represents the annual sanitary flow
in ccf that is
equivalent to one EDU.
In addition, Portland may recover
all actual and reasonable costs incurred by Portland which are
attributable or associated with the Bypass Discharge, including but
not limited to the costs of administration, investigation, sampling
and monitoring, legal or enforcement activities, damage to the sewer
system, and any fines or penalties assessed on Portland which result
from the discharge.
8.Revision of Agreement. At the request
of Portland, the parties agree to review and revise this Agreement to
ensure compliance with the Federal Clean Water Act (42 U.S.C. 1251 et
seq.) and the rules and regulations issued thereunder, as necessary.
Each party also agrees to take further action and execute documents
to implement the intent of this Agreement.
9.Calculation of Transported Sewage. To
facilitate calculation of the quantity of sewage transported from
User to the Portland, User or its agents shall install and maintain a
meter and shall provide to Portland readings from such meter and the
frequency stated in the discharge permit. Portland shall be entitled
to monitor such meter and/or system records related to discharge into
the POTW. Portland shall be entitled to inspect the meter during
normal business hours.
10.Term of Agreement; Further Negotiations.
10.1This Agreement shall be in effect upon the
last date of signature of the parties and shall remain in effect in
perpetuity or until terminated by either party. Either party may
terminate this Agreement by giving the other party thirty-six (36)
months written notice. After such notice is given, the Agreement
shall automatically terminate at the end of the thirty-six-month
10.2Either party may reopen negotiations of any
or all terms of the Agreement by giving the other party three months
written notice of its desire to renegotiate this agreement, at each
party’s mutual discretion. Absent the mutual agreement of the
parties set forth in writing, this Agreement shall remain in full
force and effect with the terms set forth herein.
11.1All notices, requests and demands to or upon
the parties, to be effective, shall be in writing (or by email,
facsimile or similar electronic transfer) and shall be delivered with
all postage or delivery charges prepared by: (1) hand or messenger
service; (2) overnight (next-day) courier; (3) facsimile;
or (4) certified or registered United States mail, and properly
addressed as follows. A party may change its notice address from
time to time by giving an address change notice to the other parties
pursuant to the notice provisions of this section.
to User shall be as follows:
c/o RIMCO, LLC
3181 SW Sam Jackson Park Rd. OP04
Attn: Mr. David Crawford
Facsimile: (503) 494-1646
With a copy to: OHSU
Veterans Hospital Road
Physical Plant Building
Portland, OR 97201-3098
Attn: Mr. Mark Van
Facsimile: (503) 494-4370
Notices to Portland shall be as
City of Portland
Industrial Source Control
Portland, OR 97203-5452
11.2Notices shall be deemed given on the earlier
of actual delivery or refusal of a party to accept delivery thereof;
provided, however, that notices sent by facsimile shall be
deemed given on the date shown on a transmittal confirmation sheet
only if simultaneously delivered by another means allowed by this
11.3Notwithstanding anything to the contrary
contained in this Section 11, notice for Bypass Discharges shall be
by telephone. User will notify Portland by contacting the City’s
Permit Manager at its then current telephone number. If the Permit
Manager does not respond or is unavailable, then User shall call the
City Duty Officer at 503-823-7180 (M-F 8:00am - 4:30pm) or
503-323-3398 (after 4:30pm and weekends).
12.Severability. In the event any of the
provisions of this Agreement shall be held to be impossible, invalid,
or unenforceable, the remaining provisions shall be valid and binding
upon the parties hereto.
13.Waiver. One or more waivers by either
party of any provision, condition, or covenant shall not be construed
by the other party as a waiver or subsequent breach of the same by
the other party. This waiver provision shall not be construed to
allow waiver of any obligation or responsibilities to meet all local,
state and federal applicable regulations.
14.Enforcement. Unauthorized discharges
from the Bio System will be subject to enforcement actions as stated
in Section 17.34.110(c) of the City Code.
15.Situs. This Agreement was entered into
in the state of Oregon and shall be interpreted and construed
pursuant to Oregon, and where applicable, federal, law.
16.Interpretation. This agreement was
drafted as a joint effort of Portland and User. It shall not be
construed against any party preparing it, but shall be construed as
if both parties had prepared it.
17.Indemnification. To the maximum extent permitted by law,
User shall hold harmless Portland, its officers and employees and
shall indemnify Portland, its officers and employees for any claims
or damages to property or injury to persons or for any penalties or
fines which may be occasioned in whole or in part by User’s failure
to fully perform the obligations undertaken by User in this