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HomeMy WebLinkAbout5AInterimOperationsAgreement5.A February 25, 2008 CITY OF PETALUMA, CALIFORNIA AGENDA BILL Agenda Title: Resolution Approving Professional Services Agreement with Meeting Date: February 25, 2008 Camp, Dresser & McKee for Interim Operation and Maintenance of the Wastewater Treatment Facility Meeting Time: ❑ 3:00 PM ® 7:00 PM Category: ❑ Presentation ❑ Consent Calendar ❑ Public Hearing ® Unfinished Business ❑ New Business Deaartment: Water Resources & Conservation Director: Michael Ban Cost of Proaosal: $208,000 per month Amount Budgeted: $220,000 per month Attachments to Agenda Packet Item: Attachment A — Termination Letter from Veolia Contact Person Michael Ban Phone Number: 778-4546 Account Number: 8200 Name of Fund: Wastewater Attachment B — Draft Agreement for Interim Operations and Maintenance of City of Petaluma Wastewater Treatment Facility Summary Statement: Veolia's decision on January 16, 2008, to terminate the agreement for operation and maintenance of the City's wastewater treatment facility requires the City to quickly implement an action plan that provides for operation and maintenance of the wastewater treatment facility for the next 10 months. Recommended City Council Action/Sueeested Motion: City Management recommends the City Council consider and discuss options for the interim operation and maintenance of wastewater treatment facility, and adopt the resolution approving the agreement with Camp, Dresser & McKee for interim operation and maintenance of the wastewater treatment facility. Reviewed by Admin. Svcs. Dir: Reviewed by City Attorney: Approved by City Manager: no �&'� Date: Date: w` Date: F 2 'L 7 2 Rev. # Date Last Revised: File:S:\water resources & conservation\Wastewater\8200\10 wpep o&m\city council\february 25 - 2008\cdm interim agreement.f nal.doe 1 CITY OF PETALUMA, CALIFORNIA FEBRUARY 25, 2008 AGENDA REPORT FOR RESOLUTION APPROVING PROFESSIONAL SERVICES AGREEMENT WITH CAMP DRESSER & MCKEE FOR INTERIM OPERATION AND MAINTENANCE OF THE WASTEWATER TREATMENT FACILITY 1. EXECUTIVE SUMMARY: Veolia's decision on January 16, 2008, to terminate the agreement for operation and maintenance of the City's wastewater treatment facility requires the City to quicldy implement an action plan that provides for operation and maintenance of the wastewater treatment facility for the next 10 months. City Management recommends the City Council consider and discuss options for the interim operation and maintenance of wastewater treatment facility, and adopt the resolution approving the agreement with Camp, Dresser & McKee for interim operation and maintenance of the wastewater treatment facility. 2. BACKGROUND: On May 15, 2006, the City Council approved the First Amended Wastewater Treatment and Water RecyclingFacilio) Operations and MaintenanceAgreemew with Veolia Water North America (Veolia). This agreement includes operation and maintenance of the City's Hopper Street Treatment Facility, the oxidation ponds, recycled water pump stations and collection system pump stations. The expiration date of the agreement is December 31, 2008, with a renewal clause. On January 16, 2008, Veolia submitted a letter enacting the 120 -day termination clause in the contract. A copy is provided in Attachment A. Veolia will cease operating the treatment facility on or about May 15, 2008. This fall the City will begin transitioning treatment of the community's wastewater from the Hopper Street Wastewater Treatment Facility to the Ellis Creel: Water Recycling Facility. This transition will be completed near the end of the year. Until that happens, the Hopper Street Wastewater Treatment Facility needs to continue in its current capacity as the City's wastewater treatment facility. This means the Hopper Street Wastewater Treatment Facility will only operate for another 10 months. When it stops operating, all of the wastewater will be sent to the Ellis Creels Water Recycling Facility for treatment. All of the equipment at the Hopper Street Wastewater Treatment Facility will be decommissioned, except the Pond Influent Pump Station. With Veolia's decision to terminate, the City needs to implement an action plan for the temporary operation of the Hopper Street Wastewater Treatment Facility. At the February 4"' City Council meeting, City Management briefly discussed the recommendation to hire an interim contract operator familiar with the operation and maintenance of the Hopper Street Wastewater Treatment Facility. This approach ensures the Wastewater Treatment Facility is properly operated and maintained from the date of Veolia's departure through transition from the Facility to the Ellis Creek WRF; allows the City to keep the Ellis Creek WRF project on track, including construction, start-up and testing; and allows the City to continue recruiting and developing a talented staff to operate and maintain the Ellis Creek WRIT in a timely manner and without delaying the Ellis Creek WRIT project. The firm of Camp, Dresser and McKee (CDM) is very familiar with Petaluma's Wastewater Treatment Facility and its operations. Since 2003 CDM has assisted the City in overseeing operation of the Facility and Veolia, and has instituted many operating changes which have increased the facility's efficiency. CDM has experience providing interim operation and maintenance of wastewater treatment facilities facing circumstances similar to that now created in Petaluma by Veolia's decision to terminate, including Glen Falls, New York, and Rockland, Massachusetts. The final draft agreement is provided in Attachment B. If CDM is given an opportunity to operate the wastewater treatment facility, they are very interested in interviewing the current Veolia employees. It has been suggested the City hire Veolia's employees as City employees. This has the advantage of possibly keeping the current staff in place. However, there are a number of challenges with this approach. Namely: • Hiring City employees without open competition would be contrary to the City's Municipal Code. • New job descriptions and salaries would have to be created to match the positions at the treatment facility. • When the Hopper Street Wastewater Treatment Facility stops operating, these positions will be eliminated. What happens to the employees that hold these positions? • Veolia does not have a qualified plant manager nor a sufficient number of properly licensed operators to run the facility (Veolia is doing the best they can to bridge this gap by using a part time contract plant manager and/or keeping an operator on-call 24/7)1. When the Hopper Street positions are eliminated, these positions could not be simply transferred to the Ellis Creek Water Recycling Facility, since the mix of skill, personnel and qualifications at the Hopper Street Facility are not equivalent to the Ellis Creek Facility. Furthermore, development of the Ellis Creek Water Recycling Facility staff is subject to open competition, which supports the City's desire to hire a highly qualified and talented team. Veolia's employees have been encouraged and invited to participate in this process. The most expedient way to keep the Hopper Street Wastewater Treatment Facility operating for the next 10 months and provide Veolia's employees the opportunity to run the facility and the opportunity to compete for employment with the City to work at the Ellis Creek Water Recycling Facility is to lure Camp Dresser & McKee. 3. ALTERNATIVES: Alternatives available for this item include: Veolia's plant manager does not possess a Grade V license as required by the operations agreement. Veolia's shift supervisors do not possess a Grade III certificate or higher as required by the State. We were pleased to learn that one of Veolia's operators recently passed his Grade III test, but has not been given a certificate by the State. The State has indicated that until the certificate is issued, this operator can act as a shift supervisor only if he is in telephone contact with his supervisor. 4 1. Adopt resolution approving the agreement with Camp, Dresser & McKee for interum operation and maintenance of the wastewater treatment facility. 2. Take other action as directed by the City Council. 4. FINANCIAL IMPACTS: The monthly service fee for interim operation of the treatment facility is $207,624. This is a savings of $8,620 per month in comparison to Veolia's contract. CDM's services for oversight of Veolia would no longer be needed, which would yield additional savings of $6,000 - $10,000 per month, for a total estimated savings of $14,620 to $18,620 per month. For a seven month contract, this is an estimated savings of over $100,000. CONCLUSION: Veolia's decision on January 16, 2008, to terminate the agreement for operation and maintenance of the City's wastewater treatment facility requires the City to quickly implement an action plan that provides for operation and maintenance of the wastewater treatment facility for the next 10 months. 6. OUTCOMES OR PERFORMANCE MEASUREMENTS THAT WILL IDENTIFY SUCCESS OR COMPLETION: Successful interim operation of the wastewater treatment facility. RECOMMENDATION: City Management recommends the City Council consider and discuss options for the wastewater treatment facility, and adopt the resolution approving the agreement with Camp, Dresser & McKee for interim operation and maintenance of the wastewater treatment facility. RESOLUTION APPROVING AN AGREEMENT WITH CAMP, DRESSER & MCKEE FOR INTERIM OPERATION AND MAINTENANCE OF THE CITY OF PETALUMA WASTEWATER TREATMENT FACILITY WHEREAS, the City's agreement with Veolia Water North America for operation and maintenance of the wastewater treatment and water recycling facilities expires on December 31, 2008; WHEREAS, on January 16, 2008, Veolia invoked the 120 -day termination clause in the operations agreement; WHEREAS, Veolia's decision on January 16, 2008, to terminate the agreement for operation and maintenance of the City's wastewater treatment facility requires the City to quickly implement an action plan that provides for the temporary operation and maintenance of the wastewater treatment facility; WHEREAS, Camp Dresser & McKee is familiar with the City's wastewater treatment facility and experienced providing interim operation and maintenance of wastewater treatment plants facing circumstances similar to that now created in Petaluma by Veolia's decision to terminate; NOW BE IT RESOLVED by the Petaluma City Council that: 1. The City Manager is authorized to execute an agreement with Camp Dresser & McKee for interim operation and maintenance of the wastewater treatment and water recycling facilities, as may be modified to implement the scope of work, subject to approval of the City Attorney. 2. This resolution shall become effective immediately. 3. All portions of this resolution are severable. Should any individual component of this resolution be adjudged to be invalid and unenforceable by a body of competent jurisdiction, then the remaining resolution portions shall be and continue in full force and effect, except as to those resolution portions that have been adjudge invalid. The City Council of the City of Petaluma hereby declares that it would have adopted this resolution and each section, subsection, clause, 7 sentence, phrase and other portion thereof, irrespective of the fact that one or more section subsection, clause sentence, phrase or other portion may be held invalid or unconstitutional. ATTACHMENT A Termination Letter from Veolia t January 16, 2008 RE: Termination of Contract Dear Mike - Director of Water Resources & Conservation Dept, City of Petaluma, CA After much consideration of recent events, Veolia Water has decided that it is in the best interest of Veolia Water and its Petaluma employees, as well as the City of Petaluma, to invoke Article IX of our service agreement. This notice, therefore, initiates the prescribed 120 -day full transition of all wastewater O & M responsibilities back to the City. Due to Mr. O'Hare's resignation, I have directed Mr. Dave Haflich to assume the full responsibility of plant management and transition responsibilities at the Hopper Street facility effective January 24, 2008. Mr. Haflich, along with continued technical and administrative support from Veolia Water, will focus immediate attention on providing a smooth transition to the city. We see the major priorities for the next 120 days to include: 1. Maintain a safe and compliant operation 2. Notify Tom Brandon, Business Agent of IAMAW, of our decision this week. 3. Establish clear lines of transition authority for plant operations 4. Transition to the city the Direct Responsible Operator authority I would like to schedule a transition meeting soon to further the brief list of priorities above and to initiate specific discussions on how the various actions will occur. We thank the City of Petaluma for the many years of support and partnership provided to us and we are excited for you as you proceed with your long anticipated new Ellis Creek facility. Please feel free to call me at 360-606-5464 or Chuck Voltz, President — West Region at 925-681-2304 to discuss this at any time. Sincerely, Owen Boe Northwest Area Manager cc: Margaret Orr— City of Petaluma John O'Hare — VWNA Dave Haflich — VWNA Chuck Voltz — President of VWNA-West LLC 10 Venlia 14'ater I.orth America-Vdest,LLC 95o Hopper Street, P O, 00% 771 Petaluma, CA -7952 Tei:7o7.,62 5"n9: • Far.: 7o776'.53ie w,nwe veollavvaterna.com ATTACHMENT B Final Draft Agreement for Interim Operations and Maintenance of City of Petaluma Wastewater Treatment Facility I I PROFSSIONAL SERVICES AGREEMENT FOR INTERIM OPERATION AND MAINTENANCE OF CITY OF PETALUIVIA, CA WASTEWATER TREATMENT FACILITY This is an agreement (the "Agreement) made and effective as of , 2008, by and between CDM Constructors Inc. ("CCI") and the City of Petaluma, CA ("OWNER or CITY"). CCI and OWNER are sometimes referred to herein individually as "Party" and collectively as "Parties." OWNER hereby retains CCI on the following terms and conditions: Project Description Contract Operations, Maintenance, and Management of the City Wastewater Treatment Facilities ("W WTF or Facilities") as more specifically described in the attached Exhibit A that is incorporated herein and made part of this Agreement. 2. Scope of Work CCI will direct the operation and maintenance and related service activities of the City W WTF ("Services") in accordance with Exhibit A. 3. Standard of Care The standard of care applicable to CCI's services under this Agreement will be the care and skill ordinarily used by members of CCI's profession practicing under the same or similar conditions at the same time and in the same locality. 4. OWNER's Responsibilities 4.1 OWNER shall provide CCI will full and complete information regarding its requirements for the project as may be necessary to supplement Exhibit A and this Agreement to permit performance of the Services in accordance with this Agreement. 12 4.2 OWNER shall provide CCI with all available data and information regarding the system including, without limitation, design, construction, operation, maintenance, energy consumption, and all data and information about the physical characteristics of the project site including, without limitation, soil reports, subsurface investigations, presence of hazardous wastes, surveys, easements, and utility locations as may be necessary to supplement Exhibit A and this Agreement to permit performance of the Services in accordance with this Agreement.. 4.3 OWNER shall provide CCI with a copy of any regulatory permits, consent orders, consent agreements, or records of decisions regarding or applicable to the operation of the system as may be necessary to supplement Exhibit A and this Agreement to permit performance of the Services in accordance with this Agreement. 4.4 OWNER shall provide necessary access to the project site and any public or private property or arrange for access to the project site and any public or private property for the performance of the Services in accordance with this Agreement. 4.5 OWNER shall pay for all utility connections fees and shall procure, deliver, and pay for all electricity, water, and other utilities required for operation of the W WTF. 4.6 OWNER shall maintain any engines and other equipment necessary to operate or related to the system, and OWNER shall be responsible for the cost of repair and replacement of equipment and facilities except as otherwise provide in this Agreement. 4.7 Except as otherwise provided in this Agreement, OWNER shall reimburse CCI for any chemicals, fuels, equipment, replacement or spare parts, and other materials and tools necessary to perform the Services in accordance with this Agreement. 4.8 OWNER shall designate in writing a representative who shall be fully acquainted with the project and who has authority to transmit information instructions, receive information, and make decisions for OWNER with respect to CCI's performance of the Services. CCI understands that some decisions on behalf of OWNER may require action of the Petaluma 13 City Council or authorized representatives of OWNER other than the OWNER representative designated pursuant to this section. 4.9 OWNER shall acquire, maintain, and keep in force and effect all permits, licenses, authorization and easements necessary for the operation of the W WTF. 4.10 OWNER shall sign any and all required manifests relating to the generation, transportation, storage, treatment and disposal of all wastes arising out of or related to the performance of the Services and/or the operation of the W WTF pursuant to this Agreement. 4.11 OWNER shall be responsible for any hazardous waste at the site or any hazardous waste generated by the treatment process at the site. OWNER shall be responsible for the long-term storage and disposal of waste materials generated as a result of sampling, pilot testing, and/or monitor well construction and development. CCI shall place such waste materials in containers for temporary storage on the project site consistent with industry practice. However, nothing in this section shall relieve the CCI of its obligation to perform the Services in accordance with this Agreement. 4.12 OWNER shall notify CCI as soon as feasible of any emergency situations. 4.13 CCI shall notify OWNER designated representative as soon as feasible of any emergency situation. 5. Compensation OWNER shall pay CCI for Services performed in accordance with this Agreement in accordance with Exhibit B, which is attached to and made a part of this Agreement. CCI will submit its invoice reflecting actual work performed and expenses incurred. Payment shall be due thirty (30) days after the date of an invoice. Undisputed amounts past due more than thirty (30) days shall bear interest at the rate of 1% per month (12% per annum) from the due date until CCI receives payment. In addition to all other available remedies, CCI may, at its option, stop work or terminate the Agreement in the event there is an unpaid, undisputed balance due for more than 60 days. In no event shall the OWNER be obligated to pay CCI in excess of the total estimated cost 14 of the performance of the Services ("Total Estimated Contract Amount") specified in Exhibit B unless and until this Agreement is modified in accordance with its terms. 6. Data and Information All data and information generated by the system and collected by CCI and any reports or documents prepared there from shall be and remain the property of OWNER. However, no ownership interest shall attach to CCI's preexisting information including, but not limited to, computer programs, software, standard details, figures, templates, and specifications. CCI may maintain and keep copies of all such information, reports or documents. Record Retention CO shall maintain records of its performance of the Services, include a monthly report of its services with each invoice, and keep such records and reports for three (3) years following completion of the Services or termination of this Agreement. 8. Indemnification 8.1 CCI shall indemnify, defend and hold harmless OWNER and its officials, officers, employees, agents and volunteers from and against any and all claims, losses, liabilities, expenses, costs and causes of action, including reasonable attorney's fees and reasonable court costs, ("Liability") for bodily injury to or death of any person, or for damage to or destruction of property, or other Liability, including, but not limited to, Liability to regulatory agencies, and Liability related to spread of pre-existing hazardous waste, to the extent caused by the negligent act, error or omission willful misconduct or failure to comply with the terms of this Agreement of CCI or its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control arising out of or in connection with the performance of the Services. 8.2 OWNER shall indemnify and hold harmless CCI and its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control during the performance 15 of the Services from Liability to the extent caused by the negligent act, error, or omission, willful misconduct or failure to comply with the terms of this Agreement of OWNER or its officials, officers, employees, agents and volunteers arising out of or in connection with the performance of the services. 8.3 OWNER acknowledges that CCI is not responsible or liable for hazardous wastes or materials or contamination from such hazardous wastes or materials or for hazardous waste produced by the operation of the treatment process at the W WTF site and existing prior to the effective date of this Agreement ("pre-existing hazardous waste"). Therefore, OWNER agrees that the CCI shall not have any liability for pre-existing hazardous waste, nor for the spread of such material, except to the extent such spread is caused by the negligent act, error or omission, willful misconduct or failure to comply with the terms of this Agreement of CCI or its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control arising out of or in connection with the performance of the Services. OWNER shall indemnify and hold harmless CCI and its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control during the performance of the Services from Liability arising with respect to such pre-existing hazardous waste or the spread of such pre-existing hazardous waste, except to the extent the spread of pre- existing hazardous waste is caused by the negligent act, error or omission, willful misconduct or failure to comply with the terms of this Agreement of CCI or its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control arising out of or in connection with the performance of the Services. 8.4 Except as otherwise specified in this Agreement, including Exhibit A, OWNER acknowledges that CCI is not responsible for regulatory compliance with any permit, consent decree, or other 3d party claims based on the performance of the W WTF. 8.5 Owner acknowledges that workers other than CCI employees are the responsibility of the OWNER, and that CCI shall not be liable for actions of other City contractors or others at the City's Ellis Creek Waste Treatment Plant or at the Mary Isaac Center. 16 9. Insurance Throughout the term of this Agreement, CCI shall comply with the insurance requirements described in Exhibit C, which is attached to and made a part of this Agreement. 10. Limitation of Liability Unless otherwise specified in this Agreement, including Exhibit A, CCI shall not be liable for the condition of the system, transmission line integrity, leaks, or containing any leaks, or for maintaining or operating any engines, or for any underground conditions, or for any fines or penalties, including fines and penalties related to air emission or treated waste water requirements that exceed the processing capabilities of the facilities, except to the extent such spread is caused by the negligent act„ error or omission willful misconduct or failure to comply with the terms of this Agreement of CCI or its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under COI's direction or control arising out of or in connection with the performance of the Services.. CCI's total aggregate liability to the OWNER under this Agreement is limited to $622,872 (three (3) times the average Monthly Fee).. 11. Waiver of Consequential Damages In no event shall CCI, its affiliates or subsidiaries, or its or their officers, directors, employees, subcontractors, agents, or others performing Services or providing materials in connection with the Services under this Agreement be liable for any indirect, economic, incidental, consequential or special loss or damage, whether attributable to breach of contract, warranty, express or implied, tort, including negligence and strict liability, or otherwise, and irrespective of cause. 12. Termination This Agreement shall commence April 1, 2008, or later, and terminate on January 31, 2009, unless sooner terminated as provided herein, and may be extended only by written agreement signed by each Party. Either Party may terminate this Agreement for breach by the other Party upon ten (10) days written notice. Either Party may terminate this Agreement for its convenience 17 upon thirty (30) days written notice to the other Party. Notwithstanding anything to the contrary in this Agreement, or any contract document, (except for termination due to a breach of this Agreement by CCI, in which case OWNER shall pay CCI for the services performed in accordance with the Agreement up to the date of such termination), in the event of any other termination, OWNER shall pay CCI the full amount due for the Services rendered and costs and expenses incurred in accordance with this Agreement and not paid for up to the time of termination and other reasonable costs and expenses incurred in accordance with this Agreement of effecting termination and returning documents, as well as all monies due for commitments made in accordance with this Agreement which cannot be terminated at such termination date or be otherwise mitigated. 13. Dispute Resolution 13.1 Any dispute between the Parties arising out of or in connection with this Agreement, or the Services, shall be resolved first by negotiation as follows: For a period of not less than ninety (90) days the parties shall negotiate in good faith to resolve any such dispute. If the parties do not resolve such dispute despite the parties' diligent, good faith attempt to resolve any such dispute pursuant to the foregoing sentence, then the parties shall make a diligent, good faith attempt to settle the dispute by mediation as the Parties may agree. 13.2 Should the parties fail to reach Agreement under Section 13.1, they may agree to proceed pursuant to the American Arbitration Association's Commercial Mediation Rules. If such mediation is unsuccessful within a reasonable period of time, no parties may submit any unresolved dispute to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any such Arbitration shall be held and conducted in Petaluma, California, unless the parties agree otherwise. 13.3 Each party shall be responsible for its own costs and expenses, including attorney's fees and court costs, incurred in the course of any dispute, mediation, legal proceeding, or lawsuit. The fees of the mediator shall be shared equally by the parties. 14. Independent Contractor CCI is retained as an independent contractor to perform the services under this Agreement. 15. Hazardous Substances CCI shall not have any responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at any site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances, except to the extent such caused by the negligent act, willful misconduct or failure to comply with the terms of this Agreement of CCI or its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control arising out of or in connection with the performance of the Services. 16. Assignment Neither Party may assign this Agreement or any rights or obligations hereunder, in whole or in part, without the express written, signed consent of the other Party, except that it may be assigned without such consent to the successors of either Party, or to a person, firm or corporation acquiring all or substantially all of the assets of such party or to a wholly owned subsidiary or either Party, but such assignment shall not relieve the assigning Party of any obligations under this Agreement. Nothing contained in this paragraph shall prevent CCI from subcontracting with independent contractors, associates and subcontractors as CCI may deem appropriate to assist in the performance of services hereunder. However, such subcontracting of CCI shall relieve none of CCI's liability pursuant to this Agreement. 17. Successors and Assigns OWNER and CCI each binds himself and his partners, successors, executors, administrators, assigns and legal representatives to the other Party and to the partners, successors, executors, administrators, assigns and legal representatives of other such Party in respect to all covenants, agreements and obligations of this document. 18. Force Majeure Any delays in or failure of performance by CCI shall not constitute a default under this Agreement if such delays or failures of performance are caused by occurrences beyond the 19 reasonable control of CCI including but not limited to: acts of God or the public enemy; expropriation or confiscation; compliance with any order of any governmental authority, changes in law; act of war, rebellion, terrorism or sabotage or damage resulting there from; fires, floods, explosions, accidents, riots; strikes or other concerted acts of workmen, whether direct or indirect; delays in permitting; OWNER's failure to provide data in OWNER'S possession or provide necessary comments in connection with any required reports prepared by CCI, or any other causes which are beyond the reasonable control of CCI. For any event of force majeure, there shall be an equitable adjustment in the schedule for performance or an equitable adjustment in the payments made to CCI, or both. 19. Change Orders Changes affecting the Services initiated by OWNER or addressing unforeseen conditions shall be in the form of a written change order signed by OWNER and CCI and address any changes to the Services, compensation, or any other term of this Agreement. 20. Governing Law This Agreement is governed by and shall be construed and interpreted in accordance with the laws of the state in which the project is located, without regard to choice of law principles. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. 21. Miscellaneous If any provision of this Agreement should be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining portions hereof. Any notices given hereunder shall be in writing and may be given by hand delivery to the other party or by mailing such notice by first class mail or overnight delivery to such other address as either party may designate from time to time by notice to the other. This Agreement supersedes all prior oral or written communications, negotiations, and agreements between the parties and contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement shall only be modified by an instrument in writing signed by both OWNER and CCI. This Agreement may be executed in multiple counterparts, which taken together shall constitute one and the same agreement. W 22. Compliance With All Laws, Including Prevailing Wage Laws In performing these O&M services contract for the City, CCI will fully comply with all applicable local, state and federal rules, laws, regulations and/or pertaining to the performance of the services pursuant to this Agreement. Such laws include, but are not limited to, the California Prevailing Wage Law codified in Labor Code section 1720. The parties recognize that the services may consist wholly or partly of work for which no prevailing wage rate has been established by the Director of Industrial Relations of the State of California. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly signed as of the date first written above. CITY OF PETALUMA CDM Constructors Inc. By City Manager Sergio Bazarevitsch ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED: 21 Title Address City State zip Taxpayer I.D. Number Petaluma Business Tax Certificate No. Department Director APPROVED: Risk Manager INA 10 DIVA 4 Administrative Services Director EXHIBIT A TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES DESCRIPTION OF BASIC O&M SERVICES AND RELATED MATTERS This exhibit describes the Services that will be performed by CCI to operate the City's wastewater treatment system for an interim period while the City prepares for and completes commissioning of the new Ellis Creek Water Recycling Facility (WRF). The terms and conditions are as follows: 1. Facilities Included ("Facilities"). CCI shall operate and maintain, in accordance with this agreement, the City facilities described herein. 1.1. Wastewater Treatment Plant. The facilities comprising the City's wastewater treatment plant located at 950 Hopper Street, Petaluma, California. 1.2. Oxidation Ponds. The facilities comprising the City's oxidation ponds located on Lakeville Highway. 1.3. Wilmington Pump Station. The facilities comprising the Wilmington Pump Station located on Holly Lane near Wilmington Drive. 1.4. Payran Pump Station. The facilities comprising the Payran Pump Station located on Jess Avenue near Payran Street. The stormwater facilities co -located at this location are excluded. The stationary storm water emergency generator is part of the storm water facilities and also excluded. These excluded facilities will remain the responsibility of the City. 1.5. C Street Pump Station. The facilities comprising the C Street Pump Station located at 12 C Street near the Petaluma River. 1.6. Oakmead Pump Station. The facilities comprising the Oakmead Pump Station located 3812 Cypress Drive in the Oakmead/Northbay Business Park. 1.7. Redwood Pump Station. The facilities comprising the Redwood Pump Station on North McDowell Blvd. near Willow Brook Creek. 23 1.8. Factory Outlet Pump Station. The facilities comprising the Factory Outlet Pump Station located at 2200 Petaluma Blvd. in the Factory Outlet Mall. 1.9. Copeland Pump Station. The facilities comprising the Copeland Pump Station located near Poultry Street and the Petaluma River. 1.10. Victoria Pump Station. The facilities comprising the Victoria Pump Station located on Windsor Drive. 1.11. Pond Influent Pump Station. The facilities comprising the Pond Influent Pump Station located at the wastewater treatment plant at 950 Hopper Street. 1.12. Main Pump Station. The facilities comprising the Main Pump Station located adjacent to the City's Oxidation Ponds. 1.13. Booster Pump Station No. 1. The facilities comprising Booster Pump Station No. 1 located adjacent to the City's Oxidation Ponds. 1.14. Booster Pump Station No. 2. The facilities comprising Booster Pump Station No. 2 located on Browns Lane. 1.15. Effluent Outfall. The facilities comprising the effluent outfall from the Oxidation Ponds to the Petaluma River. 1.16. Force Mains. The facilities comprising the Pond Influent Pump Station's 36 -inch diameter force main. The force mains will remain the responsibility of the City. 1.17. Recycled Water. The facilities comprising the secondary recycled water, including all valves, hydrants, structures and appurtenances owned by the City. 2. Maintenance of Facilities. 2.1. General. CCI hall provide all preventive, corrective, and predictive maintenance and repairs for the City Facilities, equipment, and related structures (excluding paving and grounds) and vehicles in accordance with accepted industry maintenance standards and manufacturer's maintenance recommendations using a computerized maintenance management system (CMMS), provided such maintenance and repairs shall not include costs associated with flood, fire or other similar extraordinary occurrences not within the control of CCI. The CMMS shall provide an inventory of City facilities equipment, and vehicles and documentation of the maintenance performed. In no event shall maintenance be less frequent or less comprehensive than that recommended or specified in manufacturer's warranties, manufacturer's specified maintenance practices, or recommendations for equipment or City facilities without the prior written approval of the City. 24 2.2. As Is Condition. CCI is providing the City with managers so that the wastewater system is properly operated and maintained. CCI is managing the operations of the plant and the system in an "as is condition ". Both parties agree the current facilities may be "run to failure" as appropriate given the short remaining service life of the Hopper Street facility. Therefore, CCI will not be liable for pre-existing conditions, plant performance, or the consequences of the plant failing to operate properly, including, but not limited to, violations of the NPDES permit and any other regulatory permits and requirements, except to the extent caused by the negligent act, willful misconduct or failure to comply with the terms of this Agreement of CCI or its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCI's direction or control arising out of or in connection with the performance of the Services. 2.3. Emergency Repair. Both parties acknowledge that while CCI provides interim operating services, components of the plant may fail and emergency repair may be necessary. CCI will act so that such repairs are completed in a timely and efficient manner. To the extent practicable, CCI will inform the City of the nature of the repair and the estimated cost. Upon receiving approval from the City, CCI will proceed with such repair. CCI is not obligated to undertake any repair work without authorization from the City. All such repair work shall be billed to the City at actual costs plus eight percent (8%). Both parties acknowledge that in certain circumstances where the public health and safety are at risk, there will not be time to obtain prior approval. In these circumstances, CCI will undertake the required repair in a timely manner. Within 24 hours of such an event or within a reasonable time thereafter depending on the circumstances, CCI will provide the City with a written accounting of what transpired and the cost. CCI will be reimbursed for such cost plus eight percent (8%) mark-up. 3. Permits and Environmental Programs. The City is the owner and control authority of all permits and programs. CCI shall implement activities, collect and compile data, and prepare reports for the City in support of the permits and environmental programs. The City shall pay for all permit/license renewals, except the ELAP Certificate for the plant laboratory, and laboratory analyses beyond the onsite laboratory's capacity and necessary for compliance with existing permit requirements. 4. Licenses, Permits, Certificates. The City shall maintain all existing warranties, guarantees, easements, permits and licenses that have been granted to CITY as owner of the equipment and facilities covered by this agreement for the benefit of CCI during the term of this Agreement, 25 excepting regulatory certification of the plant laboratory. CCI shall maintain regulatory certification of the plant laboratory. CCI shall be responsible for tracking and assisting the City's ownership position with warranty issues that arise in the performance of this Agreement. 5. Industrial Pretreatment Program. CCI shall implement and maintain the Industrial Pretreatment Program (IPP) as part of the scope of services. CCI will provide the CITY a monthly report of IPP activities, issues, sample results and recommendations. Any discrepancies or violations of the industrial waste ordinance shall be reported promptly to the CITY's designated representative. 6. Communications. 6.1. General. CCI shall maintain on-site staffing and procedures as necessary to insure timely professional communications with City and the general public. During normal business hours (7 am to 4 pm, Monday through Friday) incoming telephones shall be answered promptly and courteously by employees trained in proper use of the telephone and voice mail systems. At other times, the telephone system shall be utilized to insure that emergency calls to the plant can be received and acknowledged by on-site personnel in a courteous, professional and timely manner. 6.2. Regulatory Agencies. Routine written and oral communication with regulatory agencies concerning day-to-day operation of the facilities under this Agreement shall be the responsibility of CCI. CCI shall provide City with timely copies of all correspondence with regulatory agencies. Communication with regulatory agencies regarding scope of permit requirements, permit modifications, capacity of facilities, and special studies shall be the responsibility of the City. CCI shall refer all communications from regulatory agencies regarding these issues to the City. 6.3. News Media. CCI shall refer all inquiries from news media regarding operation and maintenance of City facilities or other activities of the City to the Director. 6.4. Informational Documents and Advertising. CCI may not utilize the name of the City of Petaluma or any of its facilities, employees, officers, agents or directors in any advertising, brochures, public relations documents or news releases with the express written consent of the Director. CCI may furnish prospective clients without the City's name, address and telephone number for the purpose of providing client references. 6.5. Facility Tours. CCI shall conduct tours of the City facilities for schools and other groups. At a minimum, CCI shall develop a tour program, with input from the City, for the Wastewater Treatment Plant that is appropriate for varying age levels. goo 7. Monthly Reports. CCI shall submit a monthly report by the 15°i day of each month describing the Services performed and the W WTF operations in a form acceptable to the City. Information provided in the reports shall include, but not be limited to: total flow for the month, average daily flow, total amount of water recycled, description of compliance issues, total number of work orders issued, number of work orders completed, description of industrial pretreatment activities, description of repairs completed, volume of biosolids disposed, volume of chemicals used, description of any position vacancies, number of laboratory samples analyzed, and any other information necessary to describe the performance of the plant for the prior month. S. Ownership. 8.1. Facilities, Supplies and Equipment. Property and equipment operated and maintained by CCI pursuant to this Agreement, as well as tools, furniture, parts, documents, equipment and supplies furnished by the City or purchased by CCI in accordance with the terms of this Agreement, shall be the sole property of the City. Property, equipment, supplies and other items that may be purchased by CCI at its sole expense from funds not associated with this Agreement remain the property of CCI. A complete listing shall be provided to the City with annual reconciliation. 8.2. Data. Documents pertaining to laboratory data, operation records, maintenance records, operation procedures, maintenance procedures, including reports, studies, memoranda and such other information related to these as may be gathered by CCI in the performance of its duties under the terms of the Agreement, whether written or stored electronically, shall remain the sole property of the City. CCI's internal correspondence, personnel records, confidential financial reports and similar documents shall remain the property of CCI. 8.3. Computer Software. Computer software purchased by CCI or licensed to it by a third party and paid for as part of this Agreement shall be the property of the City. CCI's ownership of computer software shall only extend to software purchased or licensed using funds not associated with this Agreement. During the term of the Agreement, CCI shall make available on a non-exclusive basis for use by City staff, on a City -furnished computer, licensed copies of PC computer programs used for data management in the following areas: 8.3.1.Ops Win 32 E3VA 27 The intent of this paragraph is for the City to have a complete duplicate copy of all historical plant operating, laboratory, and maintenance data installed on a City computer using software identical to that used by CCI for management of plant operation, laboratory, and maintenance data. All operations, laboratory, and maintenance data shall be stored in a SQL database in a form that is easily accessible by other SQL databases. In the event that CCI does not market plant management software of the types required above, CCI shall use all reasonable efforts to obtain and utilize suitable software from a third party and furnish a copy to the City for its use. In the event of contract termination, the City may, at its option, retain the license for said softvare at no additional charge. In the case of CCI -developed proprietary software, CCI shall, subsequent to contract termination, make software maintenance and update agreements available to the City at the then prevailing lowest price offered to any other customer of CCI. 9. Laboratory Analytical Services. 9.1. Sample Collection and Laboratory Testing. CCI shall perform sample collection, laboratory testing, and any other laboratory analyses of influent, effluent and recycled water to demonstrate compliance with the Agreement, applicable regulatory requirements, and permit provisions applicable to the wastewater treatment facility. 9.2. Certified Conventional Constituents Analyses. CCI shall perform ELAP-Certified analyses for demonstrating NPDES purposes at the laboratory at the wastewater treatment plant, up to the capacity of the onsite laboratory facilities. These analyses shall include, the following constituents: TSS, BOD, COD, chlorine residual, settleable solids coliform, conductivity, turbidity, pH, temperature, hardness, alkalinity, and dissolved oxygen. CCI may choose, at its own expense, to analyze samples for conventional constituents at a certified outside laboratory. 9.3. Non -conventional Constituents. All permit or program related laboratory testing for non - conventional constituents that cannot be conducted at the plant laboratory, shall be sent by CCI to an outside laboratory that is certified. The cost for outside laboratory testing shall be direct paid by the City without CCI mark-up. The City may direct contract with an outside laboratory for the laboratory analysis of non -conventional constituents. CCI shall be responsible for the proper collection, preservation and delivery of laboratory samples.. 9.4. Process Control Testing. CCI shall perform all applicable testing related to process control at its own expense. W 9.5. Laboratory QA/QC. CCI shall operate, manage and maintain the laboratory and all analytical equipment to ensure that testing, analysis and reporting performed at the plant meet all regulatory standards. CCI shall implement a written set of laboratory QA/QC procedures and records and shall implement a Laboratory Information Management System consistent with industry standards and practices. The laboratory QA/QC program shall be maintained and revised, as necessary, to ensure that all required analyses and reports are completed fully and accurately, following standard methods and procedures, and in a timely manner. 9.6. Laboratory Certification. CCI shall maintain the plant laboratory's certification (FLAP) and shall be responsible for all costs associated with maintaining the plant laboratory's certification. 10. Recycled Water Program. CCI will support the City's management of this program by operating and providing maintenance activities to the recycled water system and shall provide monitoring and management of the recycled water program. The recycled water system operates primarily during the non -discharge period of May 1 through October 20 of each year. However, the recycled water system is frequently used throughout the year to provide recycled water for recycled water customers and to enhance the treatment capability of the oxidation pond system. CCI shall provide all pre- season and post -season inspections, maintenance, and other system activities required for reliable recycled water system use. Use of the recycled water effluent shall be done in accordance with an annual irrigation plan developed by CCI at the beginning of each irrigation season. The plan will include the following: • Water Balance • Monitoring and Enforcement Plan • Emergency Response Procedures • Equipment Maintenance Schedule. The Plan will be developed in conjunction with the City and the recycled water customers. Such plan will be reviewed by the City no later than 30 days after CCI's submission. The CITY shall be responsible for providing proper posting of the irrigation system. CCI will not be liable for any liability, loss, injury, penalty, fine, claim or expense (including attorney's fees) resulting from improper posting of the irrigation system and not due to the actions, omissions, negligence, willful misconduct, violations of law or failure to comply with this Agreement by CCI or its agents, employees, subcontractors or other privities or those under CCI'S control or direction. The CITY shall post the irrigation system in accordance with the requirements set forth by the Regional 29 Water Quality Control Board and State and/or County Health Departments. Upon request by the CITY, CCI will replace, with CITY supplied materials, any signs vandalized or stolen at no additional charge; provided however, that CITY shall remain responsible for proper posting. Rights to personal and vehicular ingress/egress of private property for the purpose of operating or monitoring the irrigation system shall be obtained by the CITY on behalf of CCI. In the event that recycled water system customers are unable to use all or any portion of the recycled water and such inability results from something other than the actions, omissions, negligence, willful misconduct, intentional tortuous acts, violations of law or failure to comply with this Agreement by CCI, its agents, employees, subcontractors, or other privities, or those under CCI's direction or control, and CCI has no alternative, despite all possible notices to and coordination with the City to identify alternatives but to discharge effluent to the Petaluma River, then CCI will have no liability for such discharge. 11. Personnel. 11.1. General. 11.1.1. Competency of Workers. CCI will staff the City of Petaluma facilities with full time employees qualified as required by law and experienced whenever possible in wastewater treatment process control and maintenance procedures. Additional staff may be assigned to the facility as needed in order to establish these procedures and train the staff in process control and equipment maintenance. CCI will maintain O&M training and safety programs for all employees which programs shall be patterned after the program employed at other CCI - operated facilities. All costs for these programs shall be home by CCI. 11.1.2. Staffing Level. A qualified staffing size of twelve (12) full time employees shall be maintained at all times based on the scope of services included in this agreement. Any vacancy extending beyond 45 days, unless mutually agreed upon, shall result in an immediate corresponding reduction in the Service Fee. Any personnel changes involving the Plant Manager or the Assistant Plant Manager are subject to the review and approval of the City. The City shall not unreasonably deny any changes in personnel. CCI must comply with all operator certification regulations as currently promulgated by the SWRCB of California. Should at any time CCI not be in conformance with these regulations they must 30 immediately inform the City of any such violation(s) and prepare an Action Plan to address all regulatory issues. 11.2. Plant Manager. 11.2.1. Scope of Duties. The Plant Manager, or in his/her absence, a qualified designee, shall have responsibility for managing CCI's activities under this Agreement. Plant Manager shall devote full-time to the conduct of business pertaining to the operation and maintenance of the City's facilities. Business related to the operation and maintenance of the City's facilities shall include all on-site work plus off-site work related to planning, staffing, budgeting, personnel, labor negotiations, and training. Time spent by the Plant Manager conducting business not directly related to operation and maintenance of City facilities will not be compensated by City and will be considered a Change in Scope, However, commitments pre -dating this agreement will not be considered a change in scope, so long as they do not interfere with performance of the services in accordance with this Agreement. 11.2.2. Qualifications. Plant Manager shall be certified as a Grade V Wastewater Treatment Plant Operator by the California State Water Resources Control Board, or shall obtain Grade V certification within 12 months of the start of duties as the Plant Manager„ and shall have a minimum of five (5) years experience in supervising the operation and maintenance of wastewater treatment facilities of size and complexity equivalent to California Class IV or higher facility. If the Plant Manager does not possess a Grade V certification within 12 months of starting service as the Plant Manager, CCI shall immediately replace the Plant Manager. However in the case of circumstances beyond CCI's control, CCI may submit a request for extension in writing, stating contributing factors for such delay which consent shall not unreasonably withheld by the City. Plant Manager may possess a Bachelor's degree in a discipline related to the job duties or a combination of education and experience which would be expected to provide equivalent skills.. Plant Manager or designee shall maintain a full-time office at the Wastewater Treatment Plant and shall be available to consult with the Director or his/her designee during normal business hours. When the Plant Manager is expected to be absent from the plant during normal business hours, he/she shall notify the City in writing of the duration and reason for the absence. In addition, he/she shall designate a responsible individual to 31 act in Plant Manager's behalf and take steps to insure that he/she may be contacted by telephone by the City. During non -office hours, Plant Manager or designee shall be available by telephone. Home telephone numbers of Plant Manager and designee(s) shall be provided to the City and updated as required to insure that the list remains current. At least one management employee, designated by CCI, shall be available by telephone seven (7) days per week, 24 hours per day. 11.3. Manager During Plant Manager's Absence. 11.3.1. Designation. CCI shall utilize and identify a position to assume the duties of the Plant Manager in the Plant Manager's absence. 11.3.2. Qualifications. This position shall be certified as a Grade IV Wastewater Treatment Plant Operator by the California State Water Resources Control Board, or the ability to obtain within 12 months, and shall have a minimum of three (3) years experience in the operations and maintenance of wastewater treatment facilities of size complexity equivalent to California Class IV or higher. 11.4. Lead Mechanic. 11.4.1. Scope of Duties. CCI shall designate an individual to act in the position of Lead Mechanic. Under the direction of the Plant Manager, the Lead Mechanic shall be responsible for directing and managing all maintenance work covered under this Agreement. 11.4.2. Qualifications. The Lead Mechanic shall have an extensive background in the maintenance of equipment similar to that present within City's wastewater treatment plant. Lead Mechanic shall be proficient in personnel management, budgeting, cost control and report writing at a level dictated for similar sized facilities. Desirable qualifications include an Associate degree in mechanical technology and five (5) years experience, of which two are in supervision; or other combination of education and experience which would be expected to provide the necessary skills for the position. 32 11.5. Transition. CCI will transition selected members of the current operations staff to CDM Constructors Inc. CCI employment of these individuals is transition employment until the current wastewater treatment facilities at Hopper Street are decommissioned. The total labor will be a fixed monthly fee, based on an average employee cost for each category. These costs will include but are not necessarily limited to wages, approved overtime, benefits, and all applicable taxes. Whenever a decision to permanently reduce the staff is jointly agreed to by the parties, the monthly fee shall be reduced by the appropriate amount for a person in that position class. Given the temporary nature of this agreement, CCI shall not incur any potential liabilities associated with the Worker Adjustment and Retraining Notification Act. 11.6. Program Manager. CCI, in addition to providing a full-time plant manager as previously described, will also have a senior CCI person available to relieve the plant manager and provide quality control and assurance. The CCI Program Manager will be on-site approximately one week per month, plus provide off site guidance and assistance. The CCI employees will be billed to the City in accordance with the payment provisions of the Agreement. 11.7. Employment Agreements. CCI may choose to enter into employment agreements with select personnel currently employed at the City wastewater treatment facilities. In addition, CCI may choose to enter employment relationships with select individuals as independent contractors for purposes of performing this work Should any of the employees elect not to become independent contractors, CCI will make its best effort to supply additional personnel in accordance with the payment provisions of the Agreement. 12. Compensation. CCI will receive and pay all invoices for goods and services required to maintain and operate the system, excluding electricity and City required lab analyses such as IPP and NPDES monitoring. These goods and services will include but are not limited to: chemicals, residuals disposal, consumables, office supplies and laboratory services. These expenses will be passed directly through to the City at cost plus mark up of eight percent (8%). Sludge transportation and disposal will continue to be provided through the existing contract for sludge disposal, assuming the current agreements can be transferred or re -assigned. Similarly contracts for chemicals will continue to be provided through current vendors assuming the current agreements can be transferred or re- assigned. The City agrees to compensate CCI on a monthly basis for both the fixed fee and variable fee portions of the service agreement as shown in Exhibit B. The fixed fee portions shall include all personnel, 33 administrative overhead, and other project direct costs as shown in the attached project budget. The variable fee portions of the service agreement include those costs that represent consumable and contractual expenditures that are related to the treatment process and dependent on variations in plant flows, loadings, and producer prices. It shall also include the facility insurance requirements of the City beyond the labor related insurance provisions for workers compensation, and standard employment health and safety coverage. Should the duration of these services exceed twelve (12) consecutive months, the City agrees to increase CCI's monthly Fixed Fee by four (4) percent. 34 EXHIBIT B TO AGREEMENT BETWEEN OWNER AND CDM Constructor's Inc. FOR PROFESSIONAL SERVICES DESCRIPTION OF BASIC O&M SERVICES AND RELATED MATTERS The terms and conditions for payment are as follows: The City shall pay CCI a monthly fixed fee, according to the schedule below for all personnel and direct expenses related to staffing the current City wastewater facilities. STAFFING & FIXED FEE SERVICES Position Number Monthly Fee Plant Manager 1 $ 17,708 Operations Supervisor 1 $ 17,250 Maintenance Manager/Lead Mechanic 1 $ 14,375 Lab Technician 1 $ 12,458 Mechanic 1 $ 12,458 Plant Operator 5 $ 57,500 IPP Technician 1 $ 11,500 Office Professional 1 $ 9,583 Program Manager 0.25 $ 7,292 ODC's & Miscellaneous 1 $ 3,500 Sub -total Fired Fee $ 163,624 The City shall pay CCI a monthly variable fee, based on actual expenses incurred, with an eight percent (8%) markup for project costs that will vary monthly depending on process and O&M requirements. For 35 purposes of this agreement, the monthly variable costs have been estimated to be representative of an annual average expected allowance on a monthly average basis. CCI's monthly variable expense estimate for the City of Petaluma WWTF O&M is as follows. VARIABLE PASS THROUGH COST ESTIMATE Residuals Disposal $ 16,000 Outside Lab Services $ 6,000 Chemicals $ 8,000 Repair & Maintenance $ 4,000 Insurance As Described in PSA $ 10,000 Sub -total Variable Costs $ 44,000 COI's total monthly service fee, including both fixed fee and variable costs is estimated as follows. TOTAL O&M MONTHLYSER VICE FEE $ 207,624 The total estimated contract amount for the 10 month term is $2,076,240. This amount may be increased by mutual agreement providing (1) the term of the service agreement is extended or (2) the actual experience for variable costs exceeds the estimated expense. 36 EXHIBIT C INSURANCE CCI and any subcontractor shall not commence work under this Agreement until CCI shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and carrier and the City Manager as to sufficiency, nor shall CCI allow any contractor or subcontractor to commence work on this contract or subcontract until all similar insurance required of CCI and/or subcontractor shall have been so obtained and approved. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. CCI shall procure and maintain for the duration of the contract all necessary insurance against claims for bodily injury (including death) or damages to tangible property to the extent caused by the negligent performance of the work hereunder by CCI, CCI's agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage: a. Bodily injury; b. Contractual liability. 2. Insurance Services Office form covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Such other insurance coverages and limits as may be required by the City prior to execution of this agreement. 5. Contractor's Pollution Liability Insurance. B. Minimum Limits of Insurance CCI shall maintain limits no less than: General Liability: $8,000,000 per occurrence/aggregate for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general 37 aggregate liability is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: Bodily Injury by Accident - $2,000,000 each accident. Bodily Injury by Disease - $2,000,000 policy limit. Bodily Injury by Disease - $2,000,000 each employee. 4. Contractor's Pollution Liability insurance in the amount of $5,000,000 per claim/total all claims. 5. Such other insurance coverages and limits as may be required by the City prior to execution of this agreement. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. D. Other Insurance Provisions The required general liability, automobile and contractor's pollution liability policies are to contain, or be endorsed to contain the following provisions: The City, its officers, officials, employees, agents and volunteers shall be named as additional insureds as respects: liability caused by work or operations performed, or ownership, maintenance or use of autos, by or on behalf of CCI;. The policies shall contain a separation of insureds clause stating that, with the exception of limits of insurance, coverage shall apply separately to each insured (including additional insureds) as if they are the only insured.. 2. For any claims caused by CCI' S negligence, CCI's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of COI's insurance and shall not contribute with it. 3. CCI's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or non -renewed except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 38 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANN. F. Verification of Coverage CCI shall furnish the City with certificates of insurance evidencing the coverages required herein. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City before work commences. G. Property Insurance CITY shall purchase and maintain standard fire insurance policies including extended coverage to the full insurable value of the Wastewater Treatment Facilities and CCI will be named as an additional insured according to its insurable interest under these policies during the term of this Agreement and CCI shall have no liability to CITY or its insurance carrier with respect to loss, damage and/or destruction covered by such policies. City agrees and shall assure that CCI shall not be liable to CITY and shall not be liable to its insurance carrier for subrogation rights for payments made per the policy and shall not be liable for any damage in excess of the coverage. 39 PROVISIONS REQUIRED FOR PUBLIC WORKS PROJECTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEO. HOURS OF WORK: A. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Services shall constitute a legal day's work under this Agreement. B. By signing this Agreement, CCI agrees that CCI is aware of the provision of California Labor Code section 3700 which requires every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of the California Labor Code, and that CCI will comply with such provisions before commencing performance of the Services. C. CCI shall forfeit as a penalty to the City $25 for each worker employed in the performance of the Services for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day, or more than forty (40) hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In performing the O&M contract services for the City, CCI will fully comply with all applicable local, state, and federal rules, laws, regulations and/or pertaining to the performance of the services pursuant to this Agreement. Such laws include, but are not limited to, the California Prevailing Wage Law codified in Labor Code section 1720 and following. The services performed pursuant to this Agreement will be performed in accordance with all applicable requirements of the California Prevailing Wage Law, including but not limited to, all applicable requirements contained in Exhibit VI which is attached and made part of this agreement. 40 1060721.1 41