SCRWA - OMI - 2006 Agreement for Operation, Maintenance and Management Services
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AGREEMENT FOR OPERATION, MAINTENANCE AND MANAGEMENT SERVICES
FOR THE WASTEWATER TREATMENT FACILITIES OF THE SOUTH COUNTY
REGIONAL WASTEWATER AUTHORITY
This Agreement is made and entered into tlUs 1st day of July 2006, by and between the
South County Regional Wastewater Authority (hereinafter" Authority"), whose address for any
formal notice required by this Agreement is 7351 Rosanna Street, Gilroy, California 95020, and
Operations Management International, Inc., a corporation organized and existing under the
laws of the State of California (hereinafter "OMI"), whose address for any formal notice
required by tlUs Agreement is 9193 S. Jamaica Street, Suite 400, Englewood, Colorado 80155-
6607.
RECITALS
WHEREAS aMI has been providing operation, maintenance, and management services at the
wastewater treatment facilities of the Authority for a number of years; and
WHEREAS both parties wish to continue tlUs relationship; and
WHEREAS, tlUs agreement supersedes the Agreement for Operation, Maintenance, and
Management Services for the Wastewater Treatment Facilities of the South County Regional
Water Authority, dated June 20, 2001 (as amended) and the Service Agreement for Operations,
Maintenance and Management for the South County Water Recycling Booster Pump Station,
Reservoir, and Telemetry Controls dated September 4, 2002.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises and
covenants set forth in tlUs Agreement, IT IS AGREED AS FOLLOWS:
ARTICLE 1 TERM OF AGREEMENT
1.1 This Agreement will be effective beginning the 1st day of July 2006 and will continue in
effect through 11:59 p.m. June 30, 2021, unless terminated in accordance with the
provisions of Article 10 of tlUs Agreement.
ARTICLE 2 SCOPE OF SERVICES
2.1 Specific Services. OMI shall perform the operation, maintenance, and management
services described in Exhibit B, Scope of Services.
2.2 Employment of Third Parties. aMI may, at its own expense, employ tlUrd party
assistance as it deems necessary to perform the services required of aMI by this
Agreement, subject to the prohibition against assignment contained in Article 7 of this
Agreement. aMI assumes full and sole responsibility for the payment of all
compensation and expenses of these third parties.
2.3 Method of Performing Services. aMI shall determine the method, details, and means of
performing the above-described services. This provision shall not limit the right of the
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Authority to oversee, advise, or direct aMI as the Authority may determine. Such
Authority action may constitute a change in scope, which is covered in Article 6 of this
Agreement.
2.4 Proiect Requirements and Conditions. Within design capability the Project shall be
operated to meet the most current waste discharge requirements and other requirements
and permits issued by appropriate regulatory authorities. aMI shall comply with
permits and requirements when the flow and loading are within specified flow and
loading conditions. Current permits and conditions are shown in Exhibit C "Permits
and Project Conditions". Any changes to the existing permits may constitute a change
of scope and may subject the Agreement to renegotiations.
ARTICLE 3 BUDGET FORMAT AND PREP ARA nON
3.1 aMI shall propose to the Authority a budget for each Fiscal Year, which commences on
July 1 of each calendar year and ends on June 30 of the following calendar year. The
proposed budget shall follow the format of that shown in Exhibit D, "Budget for Fiscal
Year 2006-2007" which is the actual budget for Fiscal Year 2005-2006. The proposed
budget shall be submitted by aMI to the Authority by November 15 of each year
preceding the start of the Fiscal Year.
3.2 The proposed budget shall specify Direct Costs and shall employ the Adjustment
Formula set forth in Exhibit D to determine Indirect Cost, Overhead, and Management
Fee.
3.3 aMI shall submit with the proposed budget appropriate financial records from which
the Authority may determine the reasonableness of individual Direct Cost items. The
Authority then shall review the proposed budget and submit its proposed revisions, if
any, within thirty (30) days of receipt of the financial records and requested additional
information records, and proposed budget from aMI. The parties shall meet and confer
regarding the proposed budget and proposed revisions within fifteen (15) days of
receipt by aMI of the proposed revisions.
3.4 If budget renegotiation for any contract year extends into the new contract year, aMI
shall continue to invoice Authority at the previous budget amount until the new
contract year prices are agreed upon. Upon written notice agreement between the
parties as to the new contract year budget, aMI shall issue an invoice retroactively
adjusting the previous budget amount.
3.5 The parties shall negotiate a yearly addendum to the agreement which shall consist of
the following components:
3.5.1
Direct Cost. Direct Cost is defined in Exhibit A, "Definitions". Direct Cost
components are shown in Exhibit D. The Direct Cost budget will be negotiated
on an annual basis. Should no Direct Cost budget be agreed upon prior to the
beginning of the new Fiscal Year, the Direct Cost budget will be increased using
the Adjustment Formula in Exhibit D until an agreement is reached. Changes in
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the Direct Cost shall be implemented by means of a yearly addendum to this
Agreement.
3.5.2 Indirect Cost, Overhead and Management Fee. The Indirect Cost, Overhead, and
Management Fee shall be fixed for the term of this Agreement. Yearly
adjustments to the Indirect Cost, Overhead and Management Fee Cost shall be
made using the Adjustment Formula in Exhibit D.
;15.3 Out of Scope Work. Out of scope capital improvements and other additional
work not included in Exhibit B shall not be included in the Indirect Cost,
Overhead, and Management Fee cost but shall be billed as a separate line item at
cost plus a twenty percent (20%) markup or an amount that is mutually agreed
upon by the parties.
3.6 Other Costs.
All Electrical and Solids Transportation and Disposal Costs shall be invoiced directly to
the Authority. OMI shall validate the accuracy of the invoices and prepare as necessary
for processing by the Authority. OMI shall assist the Authority in the budgeting process
for these costs.
3.7 Compliance with Internal Revenue Service Rev. Proc. 97-13. It is the intent of the
Authority and OMI that the Agreement shall be construed and applied so as to
constitute a management contract that does not result in private business use of
property financed by the Authority within the meaning and intent of IRS Revenue
Procedure 97-13. Accordingly, the Authority and OMI will agree that the Authority
shall be under no obligation to, and shall not, pay compensation for services to OMI for
any Contract Year, if such payment, or any portion thereof, would result in less than
80% of OMI's compensation for services for such Contract Year being based on a
periodic fixed fee or would result in any portion of OMI's compensation being based on
net profit, as such terms are defined in IRS Revenue Procedure 97-13.
3.8 OMI Budget Changes and Amendments. Any other provisions of this Agreement
notwithstanding, the Authority may authorize budget amendments for line items on a
case-by-case basis.
ARTICLE 4 REPAIRS AUTHORIZATION
4.1 Prior approval in writing by the Authority, Administrator shall be required for
individual repairs exceeding Ten Thousand Dollars ($10,000.00) in cost, exclusive of
OMI labor. The Authority Administrator may authorize OMI to perform repairs in units
of Ten Thousand Dollars ($10,000.00) after the Repairs budget is exceeded.
4.2 The Repairs budget will be negotiated on a yearly basis and is considered a Direct Cost.
The Authority will be responsible for all repair costs over the budgeted amount. All
unspent Repairs budget funds will be returned to the Authority as unspent Direct Costs.
OMI will provide the Authority with a monthly and year-to-date accounting of the
Repairs budget.
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ARTICLE 5 COMPENSATION, PAYMENT AND REIMBURSEMENT
5.1 The Authority shall pay directly to OMI the Baseline Cost amount as provided in Section
5.2 below. Electrical Cost, and Solids Transportation and Disposal Cost shall be billed
separately to the Authority. Out of scope items shall be paid by OMI and reimbursed by
the Authority as described above.
5.2 The Authority shall pay OMI one-twelfth (1/12) of the annual Baseline Cost each month
for the current fiscal year. The payment shall be billed on the first of the month for each
month that service is provided, and shall be payable thirty (30) days thereafter.
5.3 In the event that the actual Baseline Cost does not equal the amount paid to OMI
pursuant to the current year's Baseline Cost of the Project, the difference shall be rebated
as follows:
5.3.1. OMI shall rebate to the Authority, within sixty (60) days after the end of the
Fiscal Year, an amount equal to the difference between the Baseline Cost
payments made by the Authority to OMI, less OMI's actual expenditures for
items included in the actual Baseline Cost for the Project.
5.3.2. The Authority shall pay to OMI an amount equal to the difference between
OMI's actual expenditures for items permitted in the Baseline Cost less amounts
paid to OMI pursuant to the actual Baseline Cost for the contract year. OMI shall
begin billing the Authority on a monthly basis for increased Baseline Costs once
the Baseline Cost has been exceeded.
5.3.3. OMI shall make available for inspection at the Authority's facility full and
complete financial accounting records of OMI's actual incurred direct
reimbursable costs in performing this Agreement. The records shall include an
annual accounting from which the Authority may determine OMI's expenditures
in the prior Fiscal Year.
5.4 If the Authority objects to all or any portion of any invoice, the Authority shall notify
OMI within thirty (30) days from the receipt of the invoice, give reasons for the
objection, and pay the portion of the invoice that is not in dispute. It shall not constitute
a default or breach of this Agreement for the Authority not to pay any invoiced amounts
to which it has objected until the objection has been resolved by mutual agreement of
the parties.
ARTICLE 6 CHANGE IN SCOPE
6.1 A Change in Scope shall mean any change in treatment operational mpde, discharge, or
reporting requirements, or change in personnel qualifications required by the Authority
or governmental agency having jurisdiction to order such change. A Change in Scope
will also encompass any rate change or fee structure from any third party vendor. This
includes, but is not limited to, Utility and Chemical cost. Changes in Scope may also
include the addition of services, systems, or equipment changes as recommended by
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OMI staff and agreed upon by Authority. OMI shall implement Changes in Scope as
soon as feasible or as mutually agreed with the Authority.
6.2 OMI shall notify the Authority in writing as soon as is practicable of events or
occurrences that it has reason to believe might cause actual Direct Costs to exceed the
projected Direct Costs as stated in the Budget. Because the Authority is liable for the
payment of Direct Costs, the parties shall then meet and confer to determine whether or
not to undertake one of the following actions: (a) negotiate a Change in Scope; (b)
modify this Agreement in a material way so that this Agreement would then be retested
under the tax laws to ensure that this Agreement is still within the safe harbor
provisions referred to above in this Article under "Budget Cost Components"; or (c)
terminate this Agreement as provided for in Article 10 hereof.
6.3 The Authority shall compensate OMI for changes in Direct Cost brought about by
Changes in Scope. Such compensation shall be offset by any decreased costs or cost
saving or unexpended funds, which results in actual Direct Costs in a Fiscal Year that is
lower than the dollar amount budgeted for all Direct Costs. A cost monitoring method
mutually agreed on by the Authority and OMI shall be used to assess the Direct Cost
resulting from Changes in Scope. Subsequent year's Baseline Cost shall be developed
mutually by the Authority and OMI if the effect of a Change in Scope interferes with
OMI's development of the annual Budget.
ARTICLE 7 OTHER OBLIGATIONS OF OMI
7.1 Assignment. Notwithstanding any other provISIOn of this Agreement, neither this
Agreement nor any duties or obligations of OMI under this Agreement may be assigned
or subcontracted by OMI without the prior written consent of the Authority, which the
Authority may withhold at its sole and absolute discretion.
7.2 Fines and Civil Penalties. OMI shall be liable for all fines and civil penalties which may
be imposed by any regulatory agency or court for violations of any waste discharge
requirements or air quality standards specified in this Agreement to a maximum
aggregate amount of Three Hundred Thousand Dollars ($300,000.00) per year or as
required by law. OMI shall be liable for fines or civil penalties resulting from violations
caused by OMI's contractors and any subcontractors engaged to perform services
required for the maintenance or operation of facilities as provided under this
Agreement; provided, however, that OMI shall not be liable for losses resulting from the
intentional misconduct of third parties, other than OMI's contractors or subcontractors,
and shall not be liable for losses resulting from the negligence or intentional misconduct
of the Authority.
7.3 Insurance. In addition to any other obligations under this Agreement, OMI shall obtain
and maintain throughout the term of this Agreement:
7.3.1
Statutory Worker's Compensation and Employers Liability Insurance for OMI's
employees as required by the state in which the Project is performed.
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7.3.2 Commercial General Liability Insurance with limits of Three Million Dollars
($3,000,000) per occurrence and in the aggregate, covering claims for injuries to
members of the public or damages to property of others arising out of any
covered act or omission of OMlor any of its employees, or subcontractors.
7.3.3 Comprehensive Automobile and Vehicle Liability Insurance with a combined
single limit coverage of One Million Dollars ($1,000,000) covering claims for
injuries to members of the public and/ or damages to property of others arising
from the use of OMI owned or leased motor vehicles, including onsite and offsite
operations.
7.3.4 As a condition precedent to the Authority's obligations under this Agreement,
aMI shall furnish evidence of such coverage naming the Authority, its officers,
representatives, agents, and employ~es as additional insureds on the
comprehensive liability and general liability insurance policies referred to in
Articles 7.3.2 and 7.3.3 and requiring thirty (30) days written notice of policy
lapse or cancellation or of a material change in policy terms. The costs of such
required insurance shall be included within Direct Costs.
7.3.5 OMI shall ensure that each agent, subcontractor or independent contractor
employed by OMI for any reason related to the provision of services under this
Agreement shall maintain insurance for all coverage as specified above. Any
individuals or entities not so insured shall be covered under OMI's policies.
OMI shall provide evidence of such insurance at any time upon request of the
Authority.
7.4 State and Federal Taxes. OMI shall be responsible, as OMI is not the Authority's
employee, for paying all required State and federal taxes. Without limiting the
foregoing, except as provided elsewhere in this Agreement, aMI acknowledges and
agrees that the Authority will not:
7.4.1 Withhold FICA (Social Security and Medicare) from OMI's payments.
7.4.2 Make State or federal unemployment insurance contributions on OMI's behalf.
7.4.3 Withhold State or federal income tax from payment to OMI.
7.4.4 Make disability insurance contributions on behalf of OMI.
7.4.5 Obtain workers' compensation insurance on behalf of aMI.
ARTICLE 8 OBLIGATIONS OF THE AUTHORITY
8.1 Assignment. The Authority may assign this Agreement or any duties or obligations
thereunder to a successor governmental entity without the consent of OMI. Such
assignment shall not release aMI from any of its duties or obligations under this
Agreement. aMI shall be notified, in writing, of such an event no sooner than sixty (60)
days prior to the assignment date.
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8.2 Capital Expenditures. The Authority shall provide for all Capital Expenditures.
8.3 Cooperation of the Authoritv. The Authority agrees to provide access, at reasonable
times following receipt by the Authority of reasonable notice, to all documents
reasonably necessary for aMI to perform its duties under this Agreement.
8.4 Easements and Licenses. The Authority shall maintain all existing Project easements
and licenses that have been granted to the Authority.
8.5 Insurance. The Authority shall maintain property damage insurance for all property
owned by the Authority and operated by aMI under this Agreement. The Authority
shall maintain automobile general liability insurance for all vehicles owned by the
Authority and operated by aMI under this Agreement. Both parties will secure a
waiver of subrogation in favor of the other party on all insurances affecting the project.
8.6 Taxes. The Authority shall pay all property and franchise taxes associated with the
Project.
8.7 Vehicle Use. The Authority shall make the inventory of vehicles listed in Exhibit E
"Vehicle and Rolling Stock" available for the use of aMI.
8.8 Vehicular Licenses and Fees. The Authority shall pay all vehicular licenses and fees for
motor vehicles and related mobile equipment owned by the Authority that may used for
the Project and as listed in Exhibit E.
ARTICLE 9 INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1 Indemnification by aMI. To the fullest extent permitted by law, OMI shall defend
through counsel approved by the Authority (which shall not be unreasonably withheld)
indemnify and hold harmless the Authority, its officers, representatives, agents, and
employees against any and all suits, damages, costs, fees, claims, demands, causes of
action, losses, liabilities and expenses, including without limitation attorneys' fees and
costs, to the extent arising or resulting directly or indirectly from any negligent or
intentional act or omission or breach of this Agreement of or by aMI or aMI's
employees, subcontractors or agents, including all claims relating to the injury or death
of any person or damage to any property.
9.2 Indemnification by Authority. To the fullest extent permitted by law, Authority shall
defend, indemnify, and hold harmless aMI, its officers, representatives, agents, and
employees against any and all suits, damages, costs, fees, claims, demands, causes of
action, losses, liabilities and expenses, which may arise from causes other than OMI's
negligence and/ or willful misconduct or breach of this Agreement of or by OMI or
aMI's employees, subcontractors or agents, including all claims relating to the injury or
death of any person or damage to any property.
9.3 Limitation on Consequential Damages. aMI's liability to Authority under this
Agreement specifically excludes any and all indirect or consequential damages arising
from the lawful operation, maintenance and management of t...~e Project.
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9.4 Hazardous Substances and Contaminants. It is understood and agreed that, in seeking
the services of aMI under this Agreement, the Authority is requesting aMI to undertake
certain inherently dangerous obligations for the Authority's benefit involving the
presence or potential presence of hazardous substances or contaminants. Therefore, to
the fullest extent permitted by law, the Authority agrees to hold harmless, indemnify,
and defend aMI from and against any and all claims, losses, damages, liability, and
costs including, but not limited to, costs of defense, arising out of or in any way
connected with the presence, discharge, release, or escape of contaminants, hazardous
substances or of any kind, to the extent that such presence, discharge, release, or escape
thereof is not the result of the negligence or willful misconduct of OMlor breach of this
Agreement of or by aMI or aMI's employees, subcontractors or agents.
ARTICLE 10 TERMINATION OF THE AGREEMENT
10.1 Termination for Cause. Either party may terminate this Agreement for a material breach
of the Agreement by the other party as provided in this paragraph. Either party may
terminate this Agreement for cause by giving the other party thirty (30) days' written
notice of intent to terminate. The other party then shall be allowed thirty (30) days with
which to correct the breach. If the breach is not cured within thirty (30) days, the party
claiming breach may terminate this Agreement.
10.2 Termination Without Cause. Either party may terminate this Agreement without cause
by giving the other party at least one hundred eighty (180) days written notice of intent
to terminate. Such notice will specify the actual date and time of termination. The party
choosing to terminate this Agreement shall pay the other party actual costs up to
Twenty-Five Thousand Dollars ($25,000.00) arising from the termination in addition to
any other compensation or services required under this Agreement.
10.3 Compensation on Termination. If either party should terminate this Agreement with or
without cause, aMI shall be compensated for services it provides under the terms of this
Agreement to the last day of providing those services. Payment by the Authority to
aMI shall include the prorated Indirect Cost, Overhead, and Management Fee for
services provided.
10.4 Transition Requirements. aMI shall cooperate with the Authority to enable the
Authority to resume Project operation in an organized manner on termination of this
Agreement.
10.5 Right to Hire. The Authority agrees to not offer employment or other compensation to
Project Management and Supervisory personnel of aMI directly working on this project
for a period of two years (2) after the end date of this Agreement or said employee's re-
assignment from this project. On termination of this Agreement for any reason,
however, the Authority shall have the right to offer employment to any non-supervisory
employee currently working for aMI.
10.6 Inventory of Consumables on Termination. On termination of this Agreement, aMI
shall leave all vehicles and chemical tanks a minimum of half full. For those chemicals
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supplied in unit containers, a minimum four-week supply shall be left. A minimum of
Two Thousand Five Hundred (2,500) gallons of diesel fuel shall be left on hand.
10.7 Computer Softvvare and Records. Computer software and all records shall become the
property of the Authority on termination of the Agreement provided that the Authority
purchase appropriate licenses for ownership of said software from the software vendor.
ARTICLE 11 LABOR DISPUTES; FORCE MAJEURE
11.1 Labor Stoppages
11.1.1 In the event that labor stoppages by employees or unions of the Authority, the
City of Gilroy, or the City of Morgan Hill cause a disruption to OMI's employees
entering and working at the Project, the Authority, with OMI's assistance, or
OMI at its own option, may seek appropriate injunctive court orders. During the
labor dispute, OMI shall operate the Project on a best-effort basis until labor
relations are normalized.
11.1.2 OMI shall promptly report to the Authority any knowledge of OMI that an
actual or potential labor dispute is delaying or threatening to delay the
performance of OMI under this Agreement and OMI shall disclose all relevant
information with respect thereto. If OMI fails to perform hereunder due to a
strike or labor dispute, the Agreement shall not terminate and shall continue to
be effective for the duration of such strike or labor dispute. In the event of a
strike or labor dispute of OMI's employees or OMI's contractors or sub-
contractor's employees, OMI shall maintain an unobstructed entrance at its place
of business which is not regularly used but which will be primarily reserved for
use by the Authority for access while the Authority or its designated
representative operates the project. OMI shall cooperate fully, and supply all
information and equipment needed by Authority to operate the Project. OMI
shall receive no compensation for any time period in which it failed to operate
the Project in accordance with the provisions of this Agreement. OMI shall
reimburse the Authority for all expenses incurred by the Authority in its efforts
to operate the Project before the labor relations are normalized.
11.2 Force Majeure. No party shall be liable for its failure to perform its obligations under
this Agreement if non performance is due to:
11.2.1 Any act of the Government, including but not limited to, controls or restrictions
upon or requisitioning of materials, equipment, tools, or labor by reason of war,
National Defense, or any other emergency.
11.2.2 Acts of God or of the public enemy, fires, floods, epidemics, quarantine
restrictions, strikes, and freight embargoes.
11.2.3 Any delay of any contractor or subcontractor occasioned by any of the causes
specified in subparagraphs (i) and (ii) above.
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11.3 The party invoking this Force Majeure clause shall notify the other party immediately by
verbal communication and by giving notice in writing of the nature and extent of the
contingency witJ:Un ten (10) working days after its occurrence.
ARTICLE 12 PERFORMANCE AUDIT
12.1 The Authority reserves the right prior to any renewal period or during the term of the
Agreement, an audit of the performance of OMI (herein called the "Performance Audit"
may be conducted as set forth below.
12.2 The Performance Audit shall:
12.2.1 Be performed by a qualified firm to be selected by the Authority
12.2.2 Be totally paid for by the Authority
12.2.3 Address all appropriate areas related specifically to this projects including, but
not limited to, the following areas, and shall provide specific recommendations
for improvement in each area, namely:
1. Overall organizational structure and management systems and
procedures;
2. Efficiency of plant operations;
3. Staffing practices, including deployment of management and supervisory
personnel;
4. Financial management practices;
5. Procedures for receiving and resolving public complaints and concerns;
6. Procedures for the acquisition, maintenance, and replacement of
equipment, types of equipment, rationale for recent capital investments,
and financing options;
7. Utilization and management of facilities;
8. Maintenance management system;
12.2.4
In connection with the review of a particular Performance Audit, OMI agrees to
make good faith efforts to rectify deficiencies noted in any such Performance
Audit. Authority reserves the right to propose any amendment or amendments
of this Agreement which the Authority determines to be necessary by reason of
the findings or results of the Performance Audit to carry out the intent of this
Agreement.
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ARTICLE 13 GENERAL PROVISIONS
13.1 Amendment & Modification. No amendments, modifications, alterations or changes to
the terms of this Agreement shall be effective unless and until made in a writing signed
by both parties hereto.
13.2 Americans with Disabilities Act of 1990. Throughout the term of this Agreement, OMI
shall comply fully with all applicable provisions of the Americans with Disabilities Act
of 1990 (lithe Act") in its current form and as it may be amended from time to time. OMI
shall also require such compliance of all subcontractors performing work under this
Agreement, subject to the prohibition against assignment contained in Article 7 above.
OMI shall defend with counsel acceptable to Authority, indemnify and hold harmless
the Authority, its officers, employees, agents and representatives from and against all
suits, claims, demands, damages, costs, causes of action,losses, liabilities, expenses and
fees, including without limitation attorneys' fees, that may arise out of any violations of
the Act by the OMI, its subcontractors, or the officers, employees, agents or
representatives of either.
13.3 Attorneys' Fees and Costs. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys' fees and costs, which may be
set by the court in the same action or in a separate action brought for that purpose, in
addition to any other relief to which that party may be entitled.
13.4 Captions. The captions and headings of the various sections, paragraphs and
subparagraphs of the Agreement are for convenience only and shall not be considered
nor referred to for resolving questions of interpretation.
13.5 Cooperation During Construction. It is recognized that the Authority is planning
various improvements at the Project. OMI, along with the Authority and the
Authority's consulting firm, will work together to maintain accessibility and minimize
disruption and outages to the existing plant when future plant improvements are under
construction.
13.6 Compliance with State Law and Municipal Codes re Non-Discrimination. OMI shall
comply with all the provisions of State law and of the Municipal Codes of the Cities of
Gilroy and Morgan Hill, obligating every contractor or subcontractor under a contract or
subcontract to either city for public works or for goods or services to refrain from
discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin or ancestry of any employee, applicant for
employment, or any potential subcontractor.
13.7 Conflict of Interest. OMI certifies that to the best of its knowledge, no Authority
employee or officer of any public agency interested in this Agreement has any pecuniary
interest in the business of OMI and that no person associated with OMI has any interest
that would constitute a conflict of interest in any manner or degree as to the execution or
performance of this Agreement.
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13.8 Definitions. Definitions of terms used in this Agreement are given in Exhibit A.
13.9 Exhibits. The following Exhibits are attached hereto and made part of this Agreement
by this reference:
13.9.1 Exhibit A -Definitions
13.9.2 Exhibit B -Scope of Services
13.9.3 Exhibit C -Permit and Project Conditions
13.9.4 Exhibit D -Budget for Fiscal Year 2006-2007
13.9.5 Exhibit E -Vehicles and Rolling Stock
13.9.6 Exhibit F - Location of Project Wastewater Treabnent Plant
13.10 Authority. Both parties represent and warrant to the other party that the execution
delivery and performance of this Agreement has been duly authorized by the
responsible parties thereof. Both parties warrant that all required approvals have been
obtained and the executing party below has such authority to bind the party.
13.11 Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of California.
13.12 Independent Contractor Status. It is the express intention of the parties that OMI is an
independent contractor and not an employee, agent, joint venturer or partner of
Authority. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Authority and aMI or
any employee or agent of aMI. Both parties acknowledge that OMI is not an employee
for state or federal tax purposes. OMI shall not be entitled to any of the rights or
benefits afforded to Authority' employees, including, without limitation, disability or
unemployment insurance, workers' compensation, medical insurance, sick leave,
retirement benefits or any other employment benefits. OMI shall retain the right to
perform services for others during the term of this Agreement.
13.13 Notices. Any notice to be given hereunder by either party to the other may be effected
either by personal delivery in writing or by mail, registered or certified, postage prepaid
with return receipt requested. Mailed notices shall be addressed to the parties at the
addresses appearing in the Preamble, but each party may change the address by written
notice in accordance with this paragraph. Notices delivered personally will be deemed
delivered as of actual receipt; mailed notices will be deemed delivered as of three days
after mailing,
13.14 Ownership of Facilities. All grounds, facilities, equipment, and vehicles now owned by
Authority or hereafter acquired by Authority shall remain the property of the Authority
and cannot be disposed of by aMI.
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13.15 Partial Invalidity. If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way, so
long as the scope of services is not diminished by the severing of the provision(s) held
invalid.
13.16 Time of the Essence. All dates and times referred to in this Agreement are of the essence.
13.17 Waiver. OMI agrees that waiver by Authority of anyone or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other
condition of performance under this Agreement.
13.18 Entire Agreement
13.18.1 This Agreement supersedes any and all prior agreements, whether oral or
written, between the parties hereto with respect to the rendering of services by
OMI for Authority and contains all the covenants and agreements between the
parties with respect to the rendering of such services in any manner whatsoever.
Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which is not embodied
herein, and that no other agreement, statement or promise not contained in this
Agreement shall be valid or binding.
13.18.2 No other agreements or conversation with any officer, agent or employee of
Authority prior to execution of this Agreement shall affect or modify any of the
terms or obligations contained in any documents comprising this Agreement.
Such other agreements or conversations shall be considered as unofficial
information and in no way binding upon Authority.
Executed at Gilroy, California, on the date and year first above written.
OMI:
By ~(!,. ~r
\-\DRoger B. Quay ,Senior Vice President
Approved as to Form
ATTEST:
Bv:bf~~
Linda A. Callon, Authority Attorney
By ~
Authority C
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EXHIBIT A - DEFINITIONS
A.I. "Adequate Nutrients" means plant influent wastewater nitrogen, phosphorus, iron, and
other nutrients in sufficient concentration to maintain a healthy biological population in
the oxidation ditches. A ratio of 100:5:1:0.5 for 5-day BOD:nitrogen:phosphorus:iron is
generally considered sufficient to maintain a healthy biological population.
A.2. "Agreement" means the Agreement For Operation, Maintenance, And Management
Services For The Wastewater Treatment Facilities Of The South County Regional
Wastewater Authority.
A.3. "Authority Administrator" is the City of Gilroy Administrator or the Administrator's
designated representative. The Authority Administrator is the contract administrator
for the Authority for this Agreement.
A.4. "Baseline Cost" means all Project costs excluding Electrical Cost, Solids Transportation
and Disposal Cost, and Capital Expenditures. Baseline Cost is the sum of Total Direct
Cost and Indirect Cost, Overhead, and Management Fee.
A.5. "Biologically Toxic Substances" means any substance or combination of substances
contained in the plant influent wastewater sufficient in concentration to interfere with
the biological processes in the oxidation ditches. A substance is not considered
biologically toxic unless it interferes with the removal of organic and/ or chemical
constituents in the wastewater to the extent that the requirements of the waste discharge
permit cannot be met.
A.6. "Biosolids" means the solids removed from the wastewater processes that are dewatered
in the Solids Handling Building and removed from the flow stream in the Headworks
Building. See the definition of "Solids."
A.7. "Board" means the governing board of the South County Regional Wastewater
Authority (SCRW A).
A.8. "Capital Expenditures" means any expenditure for:
(1) The purchase of new equipment or facility items that cost more than $5,000.00;
(2) Major repairs which significantly extend equipment or facility service life and
cost more than $5,000.00; or
(3) Expenditures that are planned, non-routine, and budgeted by the Authority.
A.9. "Chemicals" means all manufactured substances currently used in chemically altering
the condition of the wastewater, sludge, effluent, or reclaimed water to meet operational
needs or regulatory requirements. Current chemicals include: sodium hypochlorite,
sodium bisulfite, polymer, and alum.
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A.IO. "Direct Cost" means the costs incurred directly for the benefit of the Project. Direct Cost
includes but is not limited to expenditures for direct labor, employee benefits, chemicals,
laboratory supplies, repairs, spare parts, maintenance parts and supplies, safety
supplies, gasoline, oil, equipment rental, office supplies, training supplies, travel,
contract services (other than OMI), and all other supplies and materials required for
Project operation, maintenance, and management.
A.II. "Electrical Cost" means the actual total of electric bills to operate and maintain the
Project.
A.I2. "Electrical Cost Budget" means the total annual projected cost of all electricity needed
to operate the Project for the budget year.
A.B. "Exceptional Circumstances" means an event resulting from an unforeseen occurrence,
including but not limited to fire, flood, strike, acts of God, or other occurrences beyond a
party's reasonable control.
A.I4. "Extraordinary Expenses" means costs associated with unscheduled expenses that result
from acts of omission of commission by construction contractors working on the Project
or the result of special demands and/ or authorizations by the Authority. Extraordinary
Expenses are considered out of scope expenses.
A.IS. "Fee" means the compensation due OMI for assummg the risks of operation,
maintenance, and management of the Project.
A.I6. "Indirect Cost, Overhead, and Management Fee" means expenditures incurred by OMI
indirectly for the benefit of the Project, including administrative overhead.
A.17. "Maintenance" means activities that ensure operational efficiency, long-term reliability,
and preservation of the capital facilities. Such activities include grounds keeping,
housekeeping, painting, cleaning, and other activities to maintain the aesthetic
appearance of the Project.
A.I8. "Project" means all treatment works, buildings, landscaping, ponds, lands, levees,
drainage ditches, access roads, fencing, vehicles, mobile equipment, tools, and all other
facilities now existing within the property boundaries of or being used to operate the
Authority's wastewater treatment and disposal facilities located at Southside Drive in
Gilroy, California.
A.I9. "Project Manager" means the administrative head of the OMI staff assigned to the
Project. The Project Manager is responsible for day-to-day operation, maintenance, and
management of the Project through subordinate managers and supervisors, as OMI shall
determine.
A.20. "Regional Board" and "Regional Water Quality Control Board" means the California
Regional Water Quality Control Board, Central Coast Region.
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A.2l. "Repairs" means the cost of those repair and maintenance activities required for the
upkeep or operational continuity, safety, and performance of the plant and equipment
generally due to failure or to avert a failure of the equipment, vehicle, or facility, or some
component thereof.
A.22. "Solids" means the total of Biosolids and dewatered grit and screenings removed from
the wastewater at the Project.
A.23. "Solids Disposal Cost" means the tipping fees and any other Landfill charges to dispose
of Solids.
A.24. "Solids Transportation Cost" means the total cost of transporting Solids from the Project
to a landfill, including equipment rental costs and highway hauling costs.
A.25. "Solids Transportation and Disposal Budget" means the annual estimate of the cost of
Solids Transportation and Solids Disposal for the budget year.
A.26. "State" means the State of California.
A.27. "Total Annual Budget" means the sum of the Baseline Cost, Electrical Cost Budget, and
Solids Transportation and Disposal Cost Budget.
A.28. "Total Direct Cost" means the sum of all Direct Costs.
A.29. "Utilities" means potable water, natural gas, and telephone services used at the Project.
A.30. "Waste Discharge Requirements" means any order applicable to the Project issued by
the Regional Water Quality Control Board identified in Exhibit C or as may be issued
during the term of this Agreement.
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EXHIBIT B - SCOPE OF SERVICES
B.l. Capital Improvement Planning
aMI shall cooperate with the Authority in the preparation of a 20-year capital
improvement plan.
B.2. Compliance with Laws
aMI shall conduct Project activities in accordance with all applicable Federal, State, and
local laws and regulations.
B.3. Costs and Expenses
aMI shall pay all costs incurred during normal Project operation, including but not
limited to, chemicals, fuels, lubricants, grounds keeping, levee and road repair,
perimeter fencing, ditch maintenance, and staffing. aMI shall make capital
improvements within the cost limitations noted in Operation, below.
B.4. Emergency Response
aMI shall respond to emergencies at the Project during both normal work hours and
normally unstaffed hours. Personnel shall be assigned on a standby basis as needed to
respond in an expeditious manner to alarmed conditions and other emergencies. aMI
shall prepare a report for the Authority detailing the cause(s) of the emergency and
responsive action taken within 24 hours of the start of the emergency. aMI shall also
report such to the Regional Water Quality Control Board if required by regulation or
law.
B.S. Five-year Maintenance Plan
aMI shall prepare, in cooperation with the Authority, a five-year maintenance plan in
November of each year. This plan shall project estimated major maintenance expenses
for the subsequent five years, including major painting jobs, mechanical overhauls,
major equipment replacements, and similar work. The plan will be used by the
Authority for budgeting purposes.
B.6. Laboratory
aMI shall perform all sampling as required by the discharge permits and for process
control. aMI shall test samples at the Project laboratory within Project laboratory
capabilities. Testing shall be performed by certified personnel using analytical
techniques approved by the State. Testing that is beyond the capabilities of the Project
laboratory shall be performed in certified laboratories selected by aMI. aMI shall
establish a quality assurance/quality control program for the Project laboratory in
accordance with current law and regulations.
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B. 7. Maintenance
OMI shall provide all maintenance for the Project. Such maintenance shall be managed
and controlled by a computerized maintenance management system which, at a
minimum, shall include such features as work order printing, history of performed
maintenance, equipment nameplate data, and spare parts inventory. The equipment
covered by this system shall include operational equipment vehicles, and other items as
appropriate.
Maintenance shall be performed in accordance with industry maintenance standards
and manufacturers' maintenance recommendations except insofar as experience at the
Project indicates maintenance frequency or procedures should be modified for improved
results. The Authority has the right to confer with OMI regarding maintenance
frequency and procedures and to modify the maintenance program.
B.8. Operation
OMI shall operate, maintain, and manage the Project, within the design conditions of the
Project, to meet or exceed the permit requirements and minimize odors. Permits and
design conditions are identified in Exhibit C.
Operation shall be performed in a cost-effective and business-like manner in accordance
with generally accepted industry operational standards. OMI shall modify process
parameters and make minor facility alterations as necessary to meet the objectives of this
Agreement. The facility alterations will be conducted within the scope of services, and
charged to the Repairs account exclusive of OMI existing, on-site labor. The Authority
shall approve in writing, prior to their implementation, facility alterations that exceed
$10,000.00 (Ten Thousand Dollars) in cost, exclusive of OMI existing on-site labor.
OMI shall operate the plant during periods of Exceptional Circumstances to comply
with permit requirements as far as possible or to minimize violations as described in
Exhibit C.
B.9. Meter Reading
OMI shall read all currently established recycled water meters on a monthly basis. The meter
readings shall be provided to the City of Gilroy and the Santa Clara Valley Water District
(SCVWD) for reporting to the Regional Board and billing purposes. Should OMI not be able to
read any of the meters, the City of Gilroy and SCVWD customer service liaison shall be
contacted to rectify the situation. OMI will not be responsible to any inaccessible meter or for
failing to read a meter located in a potentially hazardous location. Meter calibration and
maintenance will be performed by others or as an out of scope to the contract.
Current Meter List:
1.
Christmas West (Christmas Hill Park) ID# 893178
2.
Christmas East (Christmas Hill Park) ID# 1624114
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3. Eagle Ridge (Golf Course) ID# 892545
4. Obata Farms (West) ID# 994024-8
5. Obata Farms (East) ID# 994025-8
6. Obata Farms (Near Plant) ID# 862840
7. Calpine (Energy Plant - Peaker) ID#14113231
8. City of Gilroy (Shooting Range) ID# 33813278
9. Four new meters on the South Pipeline constructed in 2005
Water meter numbers (Obata) are:
#1 - 134051
#2 - 134052
#3 - 134050
#4 - 134049
10. Gilroy Municipal Park Golf Course
11. Gilroy Sports Park
B.lO. Record Keeping and Financial Control System
aMI shall maintain complete and accurate records in computerized format regarding
the Project. These records shall include operational data, plant process control,
discharge monitoring, sampling and analysis, inspection, cost accounting records, and
other appropriate information.
B .11. Reporting
(1)
Reports to the RegionaJ Water Quality Control Board. aMI shall prepare monthly
discharge monitoring reports required by the permits and shall submit the
reports in a timely manner to the Regional Water Quality Control Board. aMI
shall also prepare portions of the annual discharge monitoring reports and shall
submit the reports in a timely manner to the Regional Water Quality Control
Board. aMI shall not be responsible for the Pretreatment Report, Salt
Management Report, Spill Prevention and Inflow and Infiltration Plan, or any
non-operational or engineering report required by the Regional Water Quality
Control Board or other governing body. aMI shall prepare responses to
Regional Board inquiries and requests as requested by the Authority. aMI shall
prepare and submit reports of permit violations and of emergency actions as
described in Emergency Response, above.
(2)
Monthly Financial Reports. aMI shall provide to the Authority monthly financial
information. This information shall tabulate Direct Cost line items, Electrical
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Cost, Solids Transportation and Disposal Cost, and Grand Total. The monthly
report shall be submitted to the Authority within 30 days after the end of each
month.
(3) Annual Financial Reports. OMI shall provide and submit to the Authority, within
60 days after the end of the fiscal year, an annual financial report. The report
shall compare budget amounts and actual expenditures. The Authority shall
have the right to examine aMI records to verify their validity. Such examination
shall be made by the Authority auditor during normal working hours and shall
be conducted within 60 days of aMI submission of the total year's costs.
(4) Other Reporting Requirements. aMI shall prepare other reports and written
documentation as required for operation of the Project
(5) Safety and Training Report. aMI shall prepare an annual Safety Training and
Report due sixty (60) days following the end of the fiscal year. The report shall
summarize the type of training delivered during the previous fiscal year, training
topics, number of employees trained, and new certification achieved by all
employees. The report shall outline training goals for the following fiscal year.
(6) Reclamation System Distribution Costs: Upon agreement with the Santa Clara
Valley Water District (SCVWD) OMI shall prepare for the Authority a monthly
accounting of costs associated with the operation and maintenance of the
SCVWD property as listed in Exhibit F. aMI shall provide costs in conformance
to the agreement between SCRW A and the SCVWD.
(7) Annual Operations and Maintenance Plan
(8) City of Gilroy Quarterly Report. aMI shall provide and submit a City of Gilroy
Community Development Department Quarterly Report to the Authority within
fifteen (15) days after the end of each fiscal quarter.
B.12. Safety
aMI shall operate and maintain the facilities to protect the safety of personnel and
property. Changes in OSHA regulations requiring improvements to the Project may be
out of scope and subject to the provisions of Article 6.
OMI shall implement a safety program in accordance with aMI's Corporate Safety
Program, provided such program requires aMI to carry out the following minimum
program elements:
Comply with all applicable laws relating to the safety of persons and facilities.
(1)
(2)
Establish and maintain safety procedures for the protection of aMI employees
and all other persons, including visitors, at the project. Procedures shall be
consistent with applicable law and in accordance with standard practice for
municipal systems.
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(3) Recommend improvements to physical facilities required to bring them into
compliance with applicable laws. The Authority shall pay for such
improvements where required by a change in regulations or law.
(4) Implement a Project-wide safety training program that meets OSHA and CAL-
OSHA requirements and the requirements of local hazardous response agencies.
aMI shall regularly train personnel in safe procedures and practices.
(5) Establish such safety committee or director or both as is appropriate to
implement the aMI safety program.
B.13. Solids Disposal
aMI shall arrange for disposal of screenings, grit, and Solids in accordance with all
applicable Federal and State regulations. aMI shall not enter into an agreement for
compo sting or recycling biosolids without conferring with and obtaining the approval of
the Authority.
B.14. Staffing
(1) General. aMI shall staff the Project with a sufficient number of qualified
employees to properly operate and maintain the Project. Staff shall be
experienced in wastewater treatment process control and maintenance of
mechanical and electrical equipment. A minimum of one on-site, full time
employee shall be certified equal to, or greater than, the certification level of the
facility .
(2) Qualifications. Staff shall be certified in accordance with applicable State
certification requirements for plant operators and State accreditation
requirements for laboratory personnel.
IVPA1686573.7
052506-06943001
(3)
Project Manager. OMI shall provide a project manager whose appointment shall
be approved by the Authority before being assigned to the position and who
shall be removable for poor performance at the request of the Authority.
(4)
Work Assignment. The project manager shall be assigned to the Project
exclusively. Other OMI employees may be employed temporarily on other aMI
projects in exceptional circumstances if such employment is not detrimental to
aMI's Project responsibilities.
(5)
Board Secretary. aMI shall provide staff to function as the clerk to the Authority
Board to record minutes, transcribe minutes, provide notifications of Board
meetings, file and keep records, and perform all other clerical functions required
by the Board.
(6)
Attendance at Authority Board Meetings. The Project Manager or the designated
appointee shall attend all Board meetings and act as secretary to the Board.
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B.15. Standard Operating Procedures
OMI shall update and maintain current written standard operating procedures (SOPs).
One copy of the plant operation and maintenance manual shall be held by the Authority
and shall be kept up to date with current SOPs.
B.16. Technical Support
OMI shall provide technical support to plant staff as needed from its company wide off-
site staff. Technical assistance beyond the normal scope of operation, as required by the
Authority, will be invoiced separately and at a mutually agreed upon rate.
B.17. Training
OMI shall conduct an employee training program to increase the awareness and
capabilities of staff in wastewater plant operation and maintenance. Training shall also
be directed towards increasing the certification level of employees.
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EXHIBIT C - PERMITS AND PROJECT CONDITIONS
C.1 Permits
The treatment plant is operated under the following permits:
A. State of California Regional Water Quality Control Board, Central Coast Region,
Waste Discharge Requirements Order No. R3-2004-0099, National Pollutant
Discharge Elimination System (NPDES) Permit No. CA0049964, and Monitoring
and Reporting Program No. R3-2004-0099, NPDES No. CA0049964 (Municipal
Permit).
B. State of California Regional Water Quality Control Board, Central Coast Region,
Master Water Reclamation Requirements Order No. 98-052 and Monitoring and
Reporting Program 98-052 (Reclamation Permit).
C. General Industrial Storm Water Permit, NPDES No. CASOOOOO1 (Storm Water
Permit).
D. Bay Area Air Quality Management District Permit, Plant No. 1381 (Air Permit).
C.2 Design Limitations
The following influent wastewater characteristics are considered the plant operational
limits:
Average dry weather flow
7.5 mgd
Total suspended solids, design maximum
14,100 Ibl day
18,800 Ib 1 day
Biochemical oxygen demand (5-day), design maximum
C.3 Exceptional Conditions
OMI is responsible for operating the Project to meet the referenced permits unless one or
more of the following exceptional conditions occurs and is the cause of permit violation:
A.
Influent wastewater characteristics exceed design limitations.
B.
Influent wastewater does not contain Adequate Nutrients to maintain the
biological process.
C.
Influent wastewater contains Biologically Toxic Substances which adversely
affect the biological process.
D.
Influent wastewater contains substances in violation of pretreatment
requirements or local limits which adversely affect the biological process.
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E. The influent wastewater flow exceeds 70 million gallons for any 7days within a
14-day period.
F. The seasonal rainfall exceeds the 100-year frequency rainfall.
C4 Violation Criteria
The necessity to report a violation to the Regional Water Quality Control Board shall be
considered a permit violation for purposes of this agreement.
C5 Recovery Period
In the event anyone of the Project influent characteristics, suspended solids, BODs, or
flow, exceeds the design parameters stated above, OMI shall return the plant effluent to
the characteristics required by the NPDES permit in accordance with the following
schedule after Project influent characteristics return to within design parameters.
Characteristics Exceeding
Recovery Period
Maximum
Design Parameters By
10% or Less
30 days
Above 10% Less than 20%
45 days
20% and Above
60 days
Not withstanding the above schedule, if the failure to meet effluent quality limitations is
caused by the presence of Biologically Toxic Substances or the lack of Adequate
Nutrients in the influent, then OMI will have a sixty (60) day recovery period after the
influent is free from said substances or contains Adequate Nutrients.
C6 Operating Conditions
Operating conditions, which include influent flow and quality loading parameters, shall
be stated in the Total Annual Budget for each fiscal year, as shown in Exhibit D.
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EXHIBIT D - ANNUAL BUDGET
D.l. 2006-2007 Budget
\VPAI686573.7
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A.
Direct Cost
1 Salaries and benefits $ 1,660,744.00
2 Utilities $ 92,100.00
3 Chemicals $ 153,750.00
4 Fuels and lubricants $ 35,040.00
5 Outside services $ 144,050.00
6 Laboratory supplies $ 24,000.00
7 Repairs, including outside repair services $ 248,900.00
8 Equipment rental $ 20,740.00
9 Maintenance supplies $ 35,400.00
10 Office supplies and support $ 83,707.00
11 Roads, Levees, and Fences $ 75,200.00
Total Direct Cost $ 2,573,631.00
Indirect Cost, Overhead, and Management Fee $ 629,330.00
Baseline Cost (A + B) $ 3,202,961.00
Electrical Cost Budget $ 1,230,000.00
Solids Handling and Transportation Cost Budget $ 637,800.00
Total Annual Budget (C + D + E ) $ 5,070,761.00
Project Operating Conditions:F1ow, million gallons per day
7.08
B.
C.
D.
E.
F.
Biochemical oxygen demand, lb/ day
15,114
Total suspended solids, lb/ day
17,088
The above characteristics are the actual twelve (12) month averages prior to the date
services are first provided under this Agreement.
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D.2. Adjustment Formula
ADC == D x AF
AIOFC == IOF + 3.0%
Where:
D
Direct Cost as specified in current Exhibit D.
IOF
Indirect Cost Overhead, and Management Fee Cost as specified in
current Exhibit D.
ADC ==
Adjusted Direct Cost.
AIOFC=
Adjusted Indirect Cost, Overhead, and Management Fee Cost.
AF
Adjustment Factor as determined by the formula:
[(C / Co) + 0.02]
[limited to an annual maximum one (1) plus five percent (5.0%)]
Co
CPI for All Urban Consumers (U.s. City Average) as published by
U.s. Department of Labor, Bureau of Labor Statistics in the CPI
Detailed Report for the month of January that is eighteen (18)
months prior to the beginning of the period for which an
adjustment is being calculated.
C
CPI for All Urban Consumers (U.s. City Average) as published by
U.s. Department of Labor, Bureau of Labor Statistics in the CPI
Detailed Report for the month of January that is six (6) months
prior to the beginning of the period for which an adjustment is
being calculated,
Indirect Cost, Overhead, and Management Fee to increase by 3.0% per annum, for the
life of the contract unless a change is mutually agreed upon by both parties.
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EXHIBIT E - VEHICLES AND ROLLING STOCK
Vehicle or Equipment I.D. Number Condition
2000 Chevrolet UT Truck 1GBGC34R6YR230931 Good
2001 Chevrolet 4X4 Pickup 1GCHK24U31E261309 Good
1989 Chevrolet Cheyenne 1500 Pickup 1GCDC14H6KZ266460 Fair
1994 Ford Ranger XLT Pickup 1FTCR1 OU7RP A92921 Good
1994 Chevrolet 3500 HD Truck 1GBKC34F6RJ10 Good
1995 Ford F-Super Duty lFDLF47F6SEA46771 Good
1995 Chevrolet S-10 Pickup 1GCCS14Z0S8235301 Good
1995 Chevrolet S-10 Pickup 1GCCS14Z6S8236744 Good
1994 Chevrolet 2500 4X4 Pickup 1GCFK24H1RE179620 Good
1972 Caterpillar D6C LGP Tractor 90B635 Fair
1996 Caterpillar Challenger 65 D Tractor 2ZJ02357 Good
1999 John Deere Tiger Boom Mower L06310P235677 Good
1990 Domries Disc Harrow OFNX-1010-3482 Fair
1978 Reclamation Ripper 226.3 Fair
1998 Wilcox Ripper 4467 Good
1999 Domries Disc Harrow M5113 Good
1999 Gorman-Rupp 6" Portable Pump 1162237 Good
Fuel Tanker 718-50-99 Fair
2002 Komatsu Forklift #FG30HT-12 5585894A Good
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EXHIBIT F - LOCATION OF PROJECT
OMI agrees to provide the services necessary for the operation, maintenance, and management
of the facilities described herein:
F.1 All equipment, grounds, and facilities now existing within the current property
boundaries of or being used to operate Authority's Wastewater Treatment Plant(s)
located at:
900 and 1500 Southside Drive, Gilroy, CA 95020
F.2 All equipment, grounds, and facilities now existing within the current property
boundaries of or being used to operate the Santa Clara Valley Water District (SCVWD) owned
facilities located at1500 Southside Drive, Gilroy, CA 95020.
3.0 MG Tertiary Water Reservoir
Reservoir Pumping Station
F.3 All equipment, grounds, and facilities now existing within the current property
boundaries of or being used to operate the SCVWD Recycled Water Pump Station
located at City of Gilroy Christmas Hill Park, Gilroy, California 95020.
The Pump Station includes but not limited to:
. Three vertical turbine pumps with variable frequency drives at 125 Horsepower
each.
. Two surge tanks, 48-inch diameter and 60-inch diameter.
. Electrical, SCAD A, telemetry and instrumentation equipment and software.
. Ventilation and air conditioning equipment.
FA All equipment, grounds, and facilities now existing within the current property
boundaries of or being used to operate the SCVWD Recycled Water Storage Reservoir
located at Hoylake Court, Gilroy, California 95020.
The Reservoir includes but is not limited to:
. 1.5-million gallon recycled water storage reservoir.
. The reservoir grounds consist of the immediate reservoir fencing, access walkway
and deck hatch maintenance.
. Electrical, SCAD A, telemetry and instrumentation equipment and software,
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· 12" underground remote control valve on the Eagle Ridge Golf Course service line,
near Santa Teresa Boulevard and Saint Andrews Circle.
· Pay the monthly PG&E electric bill for the motorized valve at St. Andrews Circle.
F.5 Telemetry shall include four antennas located on the roof of the recycled water reservoir,
at recycled water pump station, at remote control valve of the 12" service line to Eagle
Ridge Golf Course, and inside the SCRWA wastewater treatment plant. Telemetry shall
also include a repeater located at Gilroy Municipal Water Pump Station #5 on Club
Drive.
F.6 aMI and Authority agree that the above service locations do not include cathodic
protection and meter supply, installation, or maintenance to recycled water customers.
Except the 12" underground remote control valve for Eagle Ridge Golf Course,
Authority will retain the responsibility for all, equipment, valves, meters, pipe markers
or other appurtenances associated with the distribution system. This specifically
includes all below grade items (piping, valves, fittings, equipment chambers & boxes,
customer connections (turnouts), etc) related to the distribution system inclusive of both
on, and off, the above listed locations.
F.7 aMI shall provide O&M as well as meter reading services and data reporting for the
Morgan Hill (Highland Avenue) flow meter. aMI shall utilize a third party to perform
this service. aMI shall utilize the flow meter data reporting information to create the
City of Gilroy's Quarterly Report.
F.8 SCVWD Operations. OMI shall operate and maintain the SCVWD equipment and
systems in accordance with the agreement between SCRW A and the SCVWD.
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Created on 6/7/200610:44:21 AM