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Staff Report 6.A 01/26/2009
CITY OF PETALUMA, CALIFORNIA AGENDAS BILL me January 26, 2009 Agenda Title: Resolution Authorizing City Manager to Execute Meeting Date: January 26, 2009 Amendment No. 2 to the Professional Service Agreement for Interim Operation and Maintenance of City of Petaluma Wastewater Treatment Facility with CDM Constructors, Inc. for Final Draining, Cleanup and Meeting Time: ❑ 3:00 PM Shutdown of Wastewater Tanks, Basins and Other Facilities. © 7:00 PM Category: ❑ Presentation ® Consent Calendar ❑ Public Hearing ❑ Unfinished Business ❑ New Business Denartment: Water Resources & Conservation Director: Michael Ban, P.E. t"°` Contact Person: Remleh Scherzinger P.E. Cost of Proposal: $56.3,124 plus a contingency of $20,000 Amount Budgeted: $951,000 Phone Number: 778-4546 Name of Fund: Wastewater Enterprise Account Number: C500305 (Hopper Street Demolition Capital Improvement Project) Recommendation: It is recommended that the City Council take the following action: City staff recommends the City Council approve the Resolution Authorizing City Manager to Execute Amendment No. 2 to the Professional Service Agreement for Interim Operation and Maintenance of City of Petaluma Wastewater Treatment Facility with CDM Constructors, Inc. for final draining, cleanup and shutdown of wastewater tanks. basins and other facilities. Summary Statement: The City is ready to complete decommissioning of the Hopper Street Water Pollution Control Plant now that the Ellis Creek Water Recycling Facility (WRF) has begun treating the City's wastewater. This phase of decornmissioning includes draining the tanks, basins and clarifiers, removing and disposing residual grit and biosolids, and draining and cleaning the lagoons and digesters and removing and disposing remaining biosolids and grit. This phase does not include site master planning, demolition of structures, construction of new structures, or site paving and grading. Attachments to Agenda Packet Item: Resolution Attachment A — Amendment 42 to the Professional Services Agreement for Interim Operation and Maintenance of the City of Petaluma Wastewater Treatment Facility Attachment B — Original Agreement Reviewed by Admin. Svcs. Dir: Reviewed (`Dat4. Date: Rev. # 2 Date Last Revised: 1/21/09 -T--4 NP�l.- by Ci}ornev: 1 Date: /—>/"--n? S:hvaterresources & conservation\Wastewater\8200\10 weep o&m\city council\ianuary 26 - 2009\decommission.agenda bill.draft 5.clean.doe AMMroved by City Manager: CITY OF PETALUMA, CALIFORNIA JANUARY 26, 2009 AGENDA REPORT FOR RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE AMENDMENT NO.2 TO THE PROFESSIONAL SERVICE AGREEMENT FOR INTERIM OPERATION AND MAINTENANCE OF CITY OF PETALUMA WASTEWATER TREATMENT FACILITY WITH CDM CONSTRUCTORS, INC. FOR FINAL DRAINING, CLEANUP AND SHUTDOWN OF WASTEWATER TANKS, BASINS AND OTHER FACILITIES. RECOMMENDATION: City staff recommends the City Council approve the resolution authorizing City Manager to execute Amendment No. 2 to the professional service agreement for interim operation and maintenance of City of Petaluma Wastewater Treatment Facility with CDM Constructors, Inc. for final draining, cleanup and shutdown of wastewater tanks, basins and other facilities. 2. BACKGROUND: On May 5, 2008. the Petaluma City Council considered a proposal for a comprehensive decommissioning study and predesign report for the Hopper Street Water Pollution Control Plant (WPCP) that included decommissioning the facility, demolition of the wastewater structures and site grading. hl response to Council direction, City Staff presented a scaled down decommissioning study on May 19, 2008. The City Council approved this approach. which focused on decommissioning the facility only, but did not include disposition of the existing wastewater treatment structures nor any site work. This action resulted in preparation of the Hopper Street Water Pollution Control Decommissioning Study (Study). The Study determined the following actions are needed to decommission the WPCP: • Install security fence around structures. • Divert as much flow as possible through the activated sludge process for seeding at the Ellis Creek WRF. • Divert all flow at the WPCP to the Pond Influent Pump Station. • Drain and hydrowash/clean pipes and structures, excluding the lagoons and digesters. • Drain the three lagoons and secondary digester. • Transport seed from primary digester to the Ellis Creek WRF. • Drain primary digester. • Clean primary and secondary digesters. • Decommission electrical elements. • Decommission sludge handling facilities at the lagoons. • Turn off No. 1 water downstream of the Air Gap System. • Remove Air Gap System. • Close 36 -inch valve at the Pond Influent Pump Station on the line from the WPCP effluent. • Salvage applicable equipment. A copy of the report "Hopper Street Water Pollution Control Plant Decommissioning Study (Dodson-Psomas, October 3008)" is available at the Department of Water Resources and Conservation for review. Please contact the department at 778-4546 if you would like to see the Study. The Study estimated the cost for decommissioning the WPCP at $920,750, including $750,000 for draining and cleaning the digesters and lagoons. Now that the Ellis Creel: WRF has begun treating the City's wastewater, initial decommissioning of the WPCP has begun. These activities include shutting down the wastewater processes, diverting the flow to the Pond Influent Pump Station, and draining the tanks. There is still a significant amount of work to be done. 3. DISCUSSION: The department is currently focused on making the site safe and shutting down the facility. As part of the shutdown, the City will pump down all the tanks and remove all the waste materials, i.e. biosolids and grit from the following facilities: • Primary digester (391,000 gallons) • Secondary digester (202,000 gallons) • Primary clarifier • Intermediate clarifier • Final clarifier • Grit and pre -aeration basin • Scum basin • Primary sedimentation tank • Aeration tanks (4) • Secondary clarifier • Sludge lagoons (2 @ 500,000 gallons each) • Aerated sludge lagoon (500,000 gallons) • Final biofilter control structure • Splitter box • Primary biofilter control structure • Belt filter press • Biosolids mixing tank ' This cost estimate is for draining and cleaning the digesters and lagoons, transporting digester seed to the Ellis Creek WRF, installation of a new sewer line, and security fencing. It does not include labor to drain and clean the tanks, site master planning, demolition of existing structures or paving and grading the site for future use. • Septage receiving station • Secondary sludge structure • Grit bin enclosure and grit screw • Headworks Once these facilities are cleaned out, they will be high pressure washed to remove any additional materials. Finally, the City will power down the facility by locking and tagging out all the electrical equipment. One of the most difficult jobs will be cleaning out the three sludge lagoons and the two anaerobic digesters, the primary digester and secondary digester. The primary digester was last cleaned seven years ago. It is unknown when the secondary digester was last cleaned. Over time, grit and debris (hair, sand, rags etc.) build up in the digesters. This grit and debris can't simply be removed using the sludge pumps that draw the biosolids from the digester because the pumps clog due to the density of the material after years of slow mixing it into tightly woven balls. To remove this material requires the use of a highly trained contractor experienced in the safe and efficient cleaning of digesters, which are enclosed tanks. The contractor will need to be trained in confined space entry and rescue as well. Air quality will need to be continuously monitored using air monitoring equipment, and emergency rescue equipment (e.g. SCBA) will need to be on site should it be required. The removed material will be washed, screened and disposed at a landfill. We estimate there will be 1,500 cubic yards of biosolids, which will require about 125 hauling trips to the landfill, and 180 cubic yards of grit, which will require about 15 hauling trips. This material cannot be recycled. Overall, this work completes the operations of the WPCP and puts the plant in a shut down condition and removes/isolates those items which present a hazard or pose a nuisance to the surrounding facilities, as well as preparing it for decommissioning. The decommissioning effort is anticipated to take about 2-1/2 months complete. This scope of work does not include site master planning, demolition of structures or construction of new facilities. CDM Constructors began interim operation of the City's Hopper Street Wastewater Treatment Plant in April 2008, following City Council approval in February 2008. This action was taken because the City's prior contract operator, Veolia Water North America, had terminated the operations agreement. CDM Constructors has done a good job operating the Hopper Street WPCP, and were involved in the development and planning for the Decommissioning Study. Their personnel are familiar and experienced at running this facility, and understand what needs to be done to decommission it. City Staff believes the most efficient and effective way to complete the nest phase of decommissioning is to enlist the services of CDM Constructors for this work. CDM's proposal is provided in Attachment A. and includes cleaning the lagoons and digesters. This work would be conducted as Amendment No. 2 to the original Professional Services Agreement for Interim Operation and Maintenance of the Petaluma Wastewater Treatment Facility. A copy of the original agreement is provided in Attaclunent B. 4. FINANCIAL IMPACTS: Decommissioning As illustrated in Table]. the total estimated cost for this scope of work is $563,124. This is below the Decommissioning Study's estimated constriction cost of $750,000 for draining and cleaning the digesters and lagoons alone. This work will be funded through the Demolition of Hopper Street Wastewater Treatment Facility Capital Improvement Project (C500305), which has a budget of $951,000 through FY 08-09. Table 1 Estimated Costs For Amendment No. 2 Hopper Street WPCP Decommissioning Item Labor Grit/Biosolids Hauling and Disposal Chemicals Cleaning of Lagoons and Digesters Total Estimated Cost $134,148 $88,344 $17,712 $323,920 $563,124 Amendment No. 2 would increase the total contract amount by $563,124, from $2,076,240 to $2,639,364. The anticipated start date for Amendment No. 2 is February 1, and would be completed by the middle of April. Operations The original budget amount for the interim operations agreement is $2,076.240. Through November 20, 2008, total expenditures are $1,448,598. Expenditures for the remainder of November and December 2008, and January 2009, are conservatively estimated at $385,000, for a total expenditure of $1,833,598. This leaves a remaining budget of $243,642. The operations and maintenance staff at the Ellis Creek WRF includes 15 positions, five of which have been filled (Operations Supervisor, Lead Operator, Administrative Technician, Operator III, and Instrumentation/Electrical Technician). Recruitment for the open operator and mechanic positions is on-going. Recruitment for the four positions approved in December has begun. The gap in staffing at this point is not creating a significant issue because the Ellis Creek WRF is not fully operational (the tertiary treatment system and solids handling facilities will come on-line later this spring), and all of the equipment that is being used is new and not prone to failure or breakdown and is still the responsibility of the contractor for major issues. All preventive maintenance is being handled by the City's operating team. However, the Department of Water Resources and Conservation would like to direct the remaining fimds ($242,642) in the Original Agreement to continue using some of CDM's operating staff (lab personnel and one Lead Operator) to supplement the Ellis Creek WRF staff as the City continues to develop its team. CDM's staff will primarily support the City's pollution prevention program, pretreatment program, laboratory services, operations and disinfection/dechlorination chemical supply. CDM support for these positions will phase out as the City's remaining environmental and operating staff is developed. d1 RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICE AGREEMENT FOR INTERIM OPERATION AND MAINTENANCE OF CITY OF PETALUMA WASTEWATER TREATMENT FACILITY WITH CDM CONSTRUCTORS, INC. FOR FINAL DRAINING, CLEANUP AND SHUTDOWN OF WASTEWATER TANKS, BASINS AND OTHER FACILITIES WHEREAS, since 1937, the City of Petaluma has treated its wastewater at the Hopper Street Water Pollution Control Facility (WPCP) located at 950 Hopper Street; WHEREAS, treatment facilities at this location include digesters, trickling filters, sedimentation tanks, centrifuge, headworks, influent pump station, blower building, aeration tanks, clarifiers, sludge lagoons, administration building and garage, and the Pond Influent Pump Station; WHEREAS, the WPCP will be shutdown once treatment of the community's wastewater is transitioned to the Ellis Creek Water Recycling Facility; WHEREAS, shutdown includes draining basins, tanks and clarifiers and removal of remaining solids, cleaning, removal and disposal of biosolids from the digesters and lagoons; disconnection of electrical service; disconnection of sewer and water service; WHEREAS, this complex work requires the services of a quality professional firm familiar with the project site; WHEREAS, CDM Constructors is very familiar with the Hopper Street WPCP and the equipment and processes used to treat the community's wastewater; NOW, THE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: 1. The above recitals are true and correct and hereby declared to be findings of the City Council of the City of Petaluma. 2. The City Manager is hereby authorized and directed to execute Amendment No. 2 to the Professional Service Agreement for Interim Operation and Maintenance of City of Petaluma Wastewater Treatment Facility with CDM Constructors, Inc. for final draining, cleanup and shutdown of wastewater tanks, basins and other facilities in the amount of $563,124, and increase the total contract amount from $2,076,240 to $2,639,364, with a project contingency of $20,000, substantially in accordance with Attachment A to this resolution, upon approval by the City Attorney of provisions adequately addressing Contractor obligations to provide for contractor safety practices, (including confined space entry and rescue practices and equipment, and compliance with all applicable safety requirements, including OSHA ), and adequate protection for the City concerning the contractor's safety obligations. • City of Petaluma Wastewater Treatment Facility AMENDMENT NO. 2 To PROFESSIONAL SERVICES AGREMENT FOR INTERIM OPERATION AND MAINTENANCE OF CITY OF PETALUMA WASTEWATER TREATMENT FACILITY CDM Constructors Inc. THE AGREEMENT made and entered into on April 4, 2008 by and between the City of Petaluma, a Municipal Corporation and a charter city (hereinafter referred to as "City") and CDM Constructors Inc. (hereinafter referred to as "Consultant") is hereby amended to include the following: 1. Add new Section 14 — Hopper Street Clean-up Services to Exhibit A of the original agreement as follows: Section 14. Hopper Street Clean-up services. Prepare and execute a plan of action to drain and clean all tankage, trickling filters, iunction chambers, wetwells. and other related structures to remove sources of odorous materials associated with the treatment of wastewater at the Hopper Street Plant. including: • Primary digester (391,000 gallons) • Secondary digester (202,000 gallons) • Primary clarifier • Interrnediate clarifier • Final clarifier • Grit and pre -aeration basin • ScLml basin • Primary sedimentation tank • Aeration tanks (4) • Secondary clarifier • Sludge lagoons (2 @ 500,000 gallons each) • Aerated sludge lagoon (500,000 gallons) • Final biofrlter control structure • Splitter boli • Primary biofrlter control structure • Belt filter press • Biosolids mixing tank • Septage receiving station • Secondary sludge structure • Grit bin enclosure and grit screw • Headworks This shall include contracting for and overseeing the cleaning of the anaerobic digesters and sludge lagoons to the extent possible with normally available equipment for such work. It is estimated that this work will require two and one-half (2-1/2) months to complete, and result in 125 loads of biosolids being processed and transported to the Redwood landfill for disposal: 15 loads of grit being processed and transported to the Redwood landfill for disposal. Any chemicals used for dewatering, odor mitigation, etc, and any outside contractors hired by CDM for this work shall be treated as a variable pass-through expenditure under teens of this agreement and subiect to markup. The Citv shall provide Dower. water. liquid disposal and treatment through the new Ellis Creek WRF. and current Dlant eauiDment necessary for comDletine this work at no cost for esecutine this rroiect. 9, Section 14 Hopper Street Shut down & Clean-up ItlAUn Personnel FTE Feb Mar Apr Judy 0.6 $10,350 $10,350 $5,175 Nick 1 $11,500 $11,500 $5,750 Lee 1 $11,500 $11,500 $5,750 Mike 1 $11,500 $11,500 $5,750 Catherine 0.5 $4,792 $4,792 $2,396 PM (Jim) 0.15 $2,017 $2,017 $1,009 Misc/ODC's $2,000 $2,000 $2,000 $1,000 $53,659 $53,659 $26,830 Total Labor Estimate $134,148 B. Grit and Biosolids Hauling and Disposal Number of Item Loadsper load Cost Sludge Haul 125 175 $21,875 Sludge Tipping Fee 125 450 $56,250 Grit Haul 15 145 $2,175 Grit Tipping Fee 15 100 $1,500 Subtotal $81, 800 Markup $6,544 Total Estimated Grit and Biosolids Disposal $88,344 C. Chemicals $per Chemical Pounds pound Cost Polymer 4000 1.6 $6,400.00 Disinfection $10,000.00 Subtotal $16,400.00 Markup $1,312.00 Total Estimated Chemicals $17,712 D. Digester and Sludge Lagoon Cleaning $299,000 Markup $23,920 Total Estimated Digester & Sludge Lagoon Cleaning $322,920 TOTAL ESTIMATED HOPPER STREET CLEANUP $563,124 r; 2. Change the termination date in Section 12 of the original agreement from January 31, 2009, to September 1, 2009. Amend Exhibit B to the original agreement as follows. CDM shall reassign persomiel to provide an Operations Supervisor at 0.6 FTE; Plant Operators at 3.0 FTE; Office Professional at 0.5 FTE; Program Manager at 0.15 FTE; ODC's and Miscellaneous Expenses at $2,000 per month to the Hopper Street work. In addition, CDM shall reduce the total project staff and other contract charges to the level necessary to support temporary staffing needs at the Ellis Creek WRF as directed by the City. 4. Increase the contract amount in Exhibit B of the original agreement by $563,124, from $3,076,240 to $2,639,364. Except as modified above, all terms and conditions of the Professional Services Agreement for Interim Operations and Maintenance of City of Petaluma Wastewater Treatment Facility dated April 4, 2008 between the City of Petaluma and CDM Constructors, Inc., remain unchanged and in full force and effect. THIS AMENDMENT NO. 2 is hereby executed this day of 2009. CITY OF PETALUMA City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED: Department Director APPROVED: Risk Manager APPROVED: Interim Finance Director CONSULTANT By Nance Title Address City State Zip Taxpayer I.D. Number Petaluma Business Tar- Certificate Number 'triginal Professional Operation r,. City of Petaluma TreatmentWastewater PROFESSIONAL SERVICES AGREEMENT FOR INTERIM OPERATION AND MAINTENANCE OF CITY OF PETALUMA, CA WASTEWATER TREATMENT FACILITY ti� fjazo- S`411 t This is an agreement (the "Agreement) made and effective as of /Al'XA1917 -/ 1 - / Pet 2008, by and between CDM Constructors Inc. ("CCI") and the City of aluma, 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: 1. Project Description Contract Operations, Maintenance, and Management of the City Wastewater Treatment Facilities ("WWTF 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 sk ll ordinarily used by members of CCPs profession practicing under the same or similar conditions at the sane 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 ONI)ocuments and Seltings\hubbells'c\Local SettingsUmnporny Internet Files\OLKI FBLlproNesionat smices ageement FINAL clemtDOC Agreement to permit performance of the Services in accordance with this Agreement. 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 wilt 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 pavate 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 OIVMER shall maintain any engines and other equipment necessary to operate or related to the system, and OW LATER 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. C:\oocumeaLs and SeUinps\hubbcllee\Isical SuaingsWempo my Internet Piles\0UCtFan\professional sonice agreement FINAL clean.noc 4.8 OWNER shall designate in writing a representative who shall be fatly 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 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 CADocuments and SeuingsUmbbellsc\Local Settings\Tempurary Internet Piles\OLKI FBE\pror ssional services agreement FINAL clean.DOC 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 titan 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, C,CI 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 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 CCI 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. &. Indemnification 3.1 CCI shall indeomify, 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 CADocumonts and Seaings\hubbellse\Local Settings\Temporary hdemet Fi1es\0t.IC1F13Mprortssionn1 services agreement FiNAI, clean.DQC 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 CCPs 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 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'. There Core, 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 M's direction or control arising out of or in connection with the performance of the Services. OWNER shall indemnify and hold barmless CCI and its partners, affiliates, related business entities and their respective officers, directors, agents, employees, subcontractors or other privities or others acting under CCFs 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 CADocumenls and Settings\bubbcllseLLocal ScaingsUcinporary InLemcL riles\OLKI Fallprofessional scnices agreement FINAL clean.DOC 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 perforniance of the Services. SA 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 3'a party claims based on the performance of the WWTF. 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. 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 terns 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 CADOcument5 and SeUingsMiubbellse\Local Settings\Temporary Internet tiles\OLKI FRnpmCessiunnt services agreement FINAL ctean.Doc control arising out of or in connection with the performance of the Services.. CCPs total aggregate liability m 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 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 cifecting termination and returning documents, as well as all phonies due for commitments made in accordance with this Agreement which cannot be terminated at such termination date or be otherwise mitigated. 13. Dispute Resolution CADueuments and Senings\hubbellse\Lpeal Seaings\Temporary Inlemet Files\OL1Ci FOB\pmfessional smites a�recment FMA4 clean.Doc 13.1 Any dispute between the Parties arising out of or in connection with this Agreement, or the Services, shaII 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 (PCIS) 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, C:%Documents and SettingsUmbbellse%L.ocal SettingFMinpowy Internet Fileslol%1 FUE,pmfessiomd services agreement FINAL. clean.DOC employees, subcontractors or other privities or others acting under COI's direction or control arising out of or in correction 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 M'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. 13. 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 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 goverrrrnental 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 OWNEWs possession or provide necessary comments in connection with any C:\Documents and Settings\hubbellse\Local ScuingsUemporary Internet Fnes\OLKI FnE\professional services agreement FINAL clean DOC 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 bath. 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 mid 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 CCL This Agreement may be executed in multiple counterparts, which taken together shall constitute one and the same agreement. 22. Compliance With All Laws, Including Prevailing Wage Laws IR CADocumenls and SettingsUmbbellseTocal Settings\Temporary Intemet Files\OLX I F6Plprofessional scrvmes aemement FINAL clean.DOC In performing these O&M services, contract for the City, CCI will frilly 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 Nage 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 City Manager ATTEST: W-LkLI 16 City Clerk y' / I �;Izp O APPROVED AS TO FORM: City Attorney APPROVED: Department Director 11 CDM Constructors Inc. By Sergio Bazarevitsch V \G� T"tl F`S\1) Title 12%'22.0 'fLMVCL.ArJ3-0 �vE� Ju\t�Egc� Address 2§%Ja40 Cur-Attitia q;4 City State Taxpayer I.D. Number Petaluma Business Tax Certificate No. CMocuments and Settings\hubbellse\Local Seaingffemporrry Internet Files\01-K1 Fnhlprofess er al services agreement FINAL clean.DOC Zip 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 currettt facilities may be "awn 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 Elie extent caused by the negligent act, willful misconduct or failure to comply with the terns of this Agreement of CGI 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 maybe necessary. CCT 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 those circumstances, CCT will undertake the required repair in a timely rnamier. Within 24 hours of such all 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 perinits and environmental programs. The City shall pay for all perinitilicense 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. 15 CADocuments and Setting.AhubhcllseUcal SeaingsUempoctry Emmet HI esI01.KIF6P.\prorecsional smxcs igrccment FINAL clean.DQC 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, 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 16 C:\Documents and SettingsVmbbellse\Local Scoin gs\Temporary Internet Files\OLKI FBEprofusienal services agreement FINAL clean, DOC advertising, brochures, public relations documents or news releases with the express written consent of the Director. CCT 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. 7. Monthly Reports. CCI shall submit a monthly report by the 15r'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. 8. Ownership. &&.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. 17 CADocuments and SetnnFr,\hubbe1he\Local Settings\Tcmpo ary IntCMCL FaCSLo1.KI FBMprafession:d servicrs apecmcnt FINAL ciean.Doc 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 loom of the Agreement, CCI shall make available on a non-exclusive basis for use by City staff, on a City-fiumished computer, licensed copies of PC computer programs used for data management in the following areas; 8,3.1.Ops Win 32 8.3.2.MP2 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 sofhvarc of the types required above, CCT 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 sofivare at no additional charge. Lt the case of CCT -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 LLAP-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 15 C;\Documents and Settings\hubhellse\Local Sa¢ingsCrempunuy lntcmet Files\OLKI FBE\pnoR*sitna l services aemement FINAL clean.DOC - solids coliform, conductivity, turbidity, pI-I, temperature, hardness, alkalinity, and dissolved oxygen. CCI may choose, at its otitlm 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 CC[ 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. 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 (LLAP) and shall be responsible for all costs associated with maintaining the plant laboratory's Certification. 10. Recycled Water Program. CC[ 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 I through October 20 of each year. IIowever, the recycled water system is frequently used throughout the year to provide recycled water for recycled water customers and to enhance time 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. 19 CADocuments and 5ettingSUmbbc11se\Loca1 Seuings\Temponuy Intentct Fibs\OLIO] rnLlprotessional Servicer. agreement FINAL. clean.tloC 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: m Water Balance a Monitoring and Enforcement Plan a 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 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 ebtained 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 CCT, its agents, employees, subcontractors, or other privities, or those under CCPs 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, tiler, CCI will have no liability for such discharge. 20 CADocumems and Settings\hubbdIse\Igcal Settings\Temporary Inlemet Pi1es\OLK1 FBF\prnfessional senicas apcement FINAL cican.DOC 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 tines 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 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 CCUs 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, cotmnitments pre -dating this 21 CADocuments and SetlinesUbbellseTtocal SettingsUmpomry Internet Fi &OLKI T'DiMprofes'sional servicr agreenvmt FINAL clwn.DOC 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. 113.2. 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 N 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, hi addition, be/she shall designate a responsible individual to act in Plant Manager's behalf and take steps to insure that hetshe may br, contacted by telephone by the City. Dming non -office hours, Plant Manager or designee shall he 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 CCT, 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. >2 CADreuments and Setungs\hubhellseVxcal Settings\Temporary Internet Filcs\GLKI FBOprttfessiouat services agrennent FIN AI. cica Doc 11.3.2. Qualifications. This position shall be cenified as a Grade R7 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 inpersonnel 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. 11.5. Transition. CCI will transition selected members of the current operations staff to CDM Constructors Inc. CCT 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, Inc monthly fee shall be reduced by the appropriate amount for a person in that position class. Given the temporary nature of this agreement, CCT shall not 'ratan' any potential liabilities associated with the Worker Adjustnnent and Retraining Notification Act. Zia CADocuments and SettingsUmbbellse\Local Seltings7cmpoairy Intemet Piles\OI.1C1 Pati\professional services ago.cment FNAL clean.DOC 11A 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. I 1.7. 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 TPP 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 mar_Ic up of eight percent ($%o). 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 m-assilmed. 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, 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, mrd standard employment health and safety coverage. 24 Q\Dacumems and Scaingslubbellse\Local Settings\Temporary In( met Files\OI..KI FRnpnfmsioma services agreement FINAL elcan.DOC Should the duration of these services exceed twelve (12) consecutive mouths, the City agrees to increase CCFs monthly Fixed Fee by four (4) percent. 25 CADocuments and Seuings\hubbellse\Lnca1 SeningsWumparary Intonm Files\OIX IFOH\professional services ngreentent FINAL, cleam])OC EXHIBIT B TO AGREEMENT BETWEEN OWNER AND CDM Constructor's Inc. FOR PROFESSIONAL. SERVICES DESCRIPTION OF BASIC O& -A1 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 Plant Manager Operations Supervisor Lead Mechanic Lab Technician Mechanic Plant Operator IPP Technician Office Professional Program Manager ODC's & Miscellaneous Sub-foral1�ixed Fee Number Monthly Fee 1 S 17,703 1 $ 17,250 1 $ 14,375 1 $ 12,155 1 $ 12,455 5 S 57,500 1 S 11,500 1 $ 9,553 0?5 $ 7,292 1 $ 3,500 $ 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 OS -EM 26 C!Mncumcnts and Setnn,,5U ubbcllse\Local SeaingsUempomry luternet Files\OLKI FnE\prufrssional services agreement FIN Al. cicon.DOC requirements. For 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 ESTIlIIATE Residuals Disposal $ 16,000 Outside Lab Services S 6,000 Chemicals $ 5,000 Repair & Maintenance S 4,000 Insurance As Described in PSA $ 10,000 Sub -total Variable Costs $ 44,000 CCI's total monthly service fee, including both fixed fee and variable costs is estimated as follows. TOTAL O&M11ONTHLYSERVICE FEE S 207,624 The total estimated contract amount for the 10 month term is S2,076,240. This amount may be increased by mutual agreement providing (1) the terns of the service agreement is extended or (2) the actual experience for variable costs exceeds the estimated expense. 27 C:\Documents mid Settings\hubbellse\Local SattingsU mpomry Intemet Files\OLKI FBE\pmfessianal service agreement FINAL clmn.DOC 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 I (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's liability huurance. 4. Such other insurance coverages and limits as may be required by the City prior to execution of this agreement. Contractor's Pollution Liability Insurance. B. Minimum Limits of Insurance CCI shall maintain limits no less than: 28 C:\Ducumenls and SatingsVmbhellse\Local Suaings\rempoiary IntemeL Piles\OLICI FBI)profcssionaI sendces agtcnment FINAL cican.BOC 1. General Liability: S8,000,000 per occurrence/aggregate for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general 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: 1. 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, COI'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 CCI's insurance and shall not contribute with it. 29 C:\Documents and Seltings\hubbelLe\Local SettmgsUempamry Intemel Piles\OLICI FB2prof�sionnl services agreement rIhAL clean.DOC 3. CCUs 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. E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than AND, 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 CCT shall not be liable to CITY and shall not be liable to its insurance cannier for subrogation rights for payments made per the policy and shall not be liable for any damage in excess of the coverage. 30 CADoeummB and Settings\hubbellse\Local Settings\Tempumry Inlemel Fi1es\OLK11aE\professimw1 services agicenenl FQJAI. c1mmDOC EXInBIT D PROVISIONS REQUIRED FOR PUBLIC WORKS PROJECTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SE0. 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 0&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. 'Che services performed pursuant to this Agreement will be performed in accordance with all applicable requirements of the California Prevailing Wage Law. 31 C.\Documenis and Setdngs\hubbellsc\Local Settings\Temporary Intemet Files\OLKI FBE\professional services agreement FINAL clean DOC 32 CADocumunts and Sel4u9s\huhhellse\Local Scttine_s\Temporary Intemet Files\OLKI FBnprofc,sional scr ices agreement FINAL clean DOC