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HomeMy WebLinkAbout09.b. Agreement with Orinda Union School District re Wagner Ranch Pumping StationCentral Contra Costa Sanitary District . 6. ' BOARD OF DIRECTORS POSITION PAPER Board Meeting Date: September 1, 2011 subject: AUTHORIZE THE PRESIDENT OF BOARD AND SECRETARY OF THE DISTRICT TO EXECUTE AN AGREEMENT WITH THE ORINDA UNION SCHOOL DISTRICT FOR CONTINUATION OF CCCSD OPERATION AND MAINTENANCE SERVICES FOR THE EXISTING WAGNER RANCH PUMPING STATION Submitted By: Initiating Dept. /Div.: Jarred Miyamoto - Mills, Principal Engineer Engineering /Environmental Services REVIEWED AND RECOMMEND ,7R BOARD ACTION; V.V 'W il — o — —�V-v J. Mi moto -Mills C. Swanson A. Farrell K. Alm James M. Kelly, General Manager ISSUE: The District has provided operation and maintenance (O &M) services for the Orinda Union School District (OUSD) pumping station that serves the Wagner Ranch Elementary School since the school opened in 1969, under an informal letter agreement. Staff and District Counsel has prepared a formal written agreement with OUSD to clarify and memorialize terms and conditions for continuation of the service and the OUSD Board has approved the agreement. Board authorization is required for agreements with other public agencies. RECOMMENDATION: Authorize the President of the Board of Directors and the Secretary of the District to execute the proposed agreement with OUSD on behalf of the District. FINANCIAL IMPACTS: The agreement would be cost neutral due to provisions that require OUSD to: 1) Fully reimburse all of the District's costs associated with O &M services, as well as costs for repair, equipment replacement and upgrading to keep the station compliant in all aspects with the District's specifications for its own pumping stations. 2) Protect, indemnify, defend and hold CCCSD harmless with regards to claims and liabilities (including regulatory fines) resulting from O &M of the stations. ALTERNATIVES /CONSIDERATIONS: The Board can consider two alternatives to the recommended action: Alternative 1: Decline to continue O &M services for the Wagner Ranch Pumping Station. This alternative is not recommended since the District has successfully provided these services for many years and the relationship with OUSD has been mutually beneficial. N: \ENVRSEC \Position Papers\ Miyamoto- Mills\2011 \9- 1- 11 \OUSD Wagner Ranch Pumping Station PP FINAL 9- 1- 11.doc Page 1 of 2 POSITION PAPER Board Meeting Date: September 1, 2011 subject: AUTHORIZE THE PRESIDENT OF BOARD AND SECRETARY OF THE DISTRICT TO EXECUTE AN AGREEMENT WITH THE ORINDA UNION SCHOOL DISTRICT FOR CONTINUATION OF CCCSD OPERATION AND MAINTENANCE SERVICES FOR THE EXISTING WAGNER RANCH PUMPING STATION Alternative 2: Acquire the station and operate it as a CCCSD facility. This alternative is not recommended since it would require the District to assume all costs and liabilities for the station. BACKGROUND: CCCSD built the Wagner Ranch Pumping Station for OUSD in 1969, and has operated and maintained the station for over 40 years under an informal letter agreement. Similar services were provided at OUSD's Sleepy Hollow Elementary School Pumping Station between 1951 and 1982 when CCCSD acquired the station in order to allow a number of private homes to be served by the facility. CCCSD has a long standing policy to minimize the number of pumping stations because of cost and regulatory risk; however, it also has an excellent pumping stations operations regulatory record. Under the recommended service agreement, OUSD will reimburse CCCSD for all of its direct and indirect O &M costs including labor (both on -site and travel time), employee benefits, administrative and general overhead, necessary repairs, supplies, vehicles and equipment - -- estimated to be about $16,000 per year for the Wagner Ranch station. OUSD will provide all utilities (electrical power, water, and telephone /data telemetry). Also, OUSD will reimburse CCCSD for the capital costs of equipment replacement, major repairs and any required upgrading to keep the station compliant in all aspects with CCCSD's specifications for its own pumping stations. Regarding regulatory risk, provisions are included requiring that OUSD protect, indemnify, defend and hold CCCSD harmless with regards to claims and liabilities (including regulatory fines) resulting from O &M of the stations. The estimated flow at this station is low, and there would be over two hours storage at this station after an alarm sounds. Since the average response time to an alarm is less than 45 minutes, there is a good safety factor to prevent a sanitary sewer overflow if there is a station failure. RECOMMENDED BOARD ACTION: Authorize the President of the Board of Directors and the Secretary of the District to execute the agreement with the Orinda Union School District (OUSD) for CCCSD to provide O &M services at the existing Wagner Ranch Pumping Station. N: \ENVRSEC \Position Papers\ Miyamoto- Miils\2011 \9- 1- 11\OUSD Wagner Ranch Pumping Station PP FINAL 9- 1- 11.doc Page 2 of 2 AGREEMENT BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND THE ORINDA UNION SCHOOL DISTRICT FOR OPERATION, MAINTENANCE, REPAIR AND UPGRADE /RENOVATION OF THE WAGNER RANCH ELEMENTARY SCHOOL PUMPING STATION AND PRESSURE SEWER This Pumping Station Operation and Maintenance Agreement ( "Agreement ") is entered into this day of 2011, by and between Central Contra Costa Sanitary District, a California special district ( "CCCSD ") and the Orinda Union School District, a California school district ( "OUSD "). RECITALS A. The OUSD owns the Wagner Ranch Elementary School at 350 Camino Pablo; Orinda, CA 94563 ( "Wagner Ranch ") B. As of the date of this Agreement, a wastewater pumping station and pressure discharge sewer owned by OUSD are located on the school site. Hereinafter, these facilities are referred to collectively as the "STATION." C. In 1968, CCCSD designed and built the STATION under an agreement with OUSD. D. When Wagner Ranch opened in 1969, OUSD requested that CCCSD provide operation and maintenance services for the STATION on a cost reimbursement basis. E. OUSD desires and has requested that CCCSD continue to provide operation, maintenance, repair and upgrading /renovation services for the STATION, and CCCSD is willing to provide such services in accordance with the terms and conditions of this Agreement. AGREEMENT Now, therefore, in consideration of the faithful performance of the terms and conditions set forth herein, the parties mutually covenant and agree as follows: Agreement for Operation, Maintenance, Repair and Upgrade /Renovation of the Wagner Ranch Elementary School Wastewater Pumping Station and Pressure Sewer Page 2 of 6 1. Recitals. The recitals set forth above are hereby made a part of the Agreement by this reference. 2. Term of Agreement. This Agreement shall continue in effect for an initial period of one (1) year from the date of execution entered above, and will renew automatically at the end of the initial period, and at the end of each subsequent one (1) year period subject to all the terms and conditions of this Agreement unless either party gives its written notice of intent to terminate to the other party a minimum of six - months prior to the intended date of termination. 3. Operation, Maintenance, Repair and Upgrading /Renovation Services. CCCSD personnel will perform the operation, maintenance, repair and upgrading /renovation of the STATION, and OUSD shall reimburse CCCSD for all costs associated therewith as provided in Paragraph 4, below. Hereinafter, these costs are divided into three categories and are referred to as either "Regular Costs ", "Repair Costs" or "Upgrade /Renovation Costs ". 3.1 Regular Costs are defined to include the costs for equipment, materials, and salary of CCCSD employees, plus CCCSD's usual and customary overhead costs for employee benefits and administration, in so far as said costs are specifically allocated to work on the STATION. 3.2 Repair Costs are defined to include all the costs associated with unanticipated repair of the STATION's piping, equipment and ancillary components required to ensure that the facilities can function continuously as designed. 3.3 Upgrade /Renovation Costs are defined to include all the costs associated with capital improvements required for the STATION to substantially meet the CCCSD's facility capability and functional design standards for its own public pumping stations, which may be revised at CCCSD's sole discretion from time to time. If capital C:\ Users \danderson\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \WU5UNF5Q \Wagner Ranch Agreement FINAL.DOC Agreement for Operation, Maintenance, Repair and Upgrade /Renovation of the Wagner Ranch Elementary School Wastewater Pumping Station and Pressure Sewer Page 3 of 6 improvements to the STATION are proposed, CCCSD will notify OUSD at least one (1) year prior to implementation of the proposed improvements to provide adequate time for the OUSD to consider terminating the Agreement pursuant to the terms of Paragraph 2 above. 4. Obligation of OUSD for Payment of Costs. The provision for or payment of charges pursuant to this paragraph shall not affect OUSD's obligation to pay other required connection fees at the time that facilities on OUSD property are connected to any sewers, including sewers tributary to the STATION. OUSD shall reimburse CCCSD for the cost of services provided for the STATION as follows: CCCSD shall submit invoices to OUSD annually for actual Regular Costs, Repair Costs and Upgrade /Renovation Costs incurred. Documentation supporting the amounts billed shall be included as attachments to invoices submitted. Payment shall be due within thirty (30) days of OUSD's receipt of each such invoice. 5. Review of Cost Records. OUSD shall have the right to review CCCSD's records supporting the actual Regular Costs, Repair Costs and Upgrade /Renovation Costs. 6. Indemnity. To the fullest extent allowable by law, OUSD shall indemnify, defend and hold harmless CCCSD and its officials, officers, employees, contractors, and agents, from and against all claims, demands, causes of action, lawsuits, liabilities, losses, damages, expense costs (including attorneys' fees and costs), arising from or in any way connected to the performance of this Agreement, and including, but not limited to, the design and /or operation of the Facilities, except as caused by the sole or active negligence of the CCCSD. Without limiting the generality of the foregoing, OUSD's obligation to indemnify and hold CCCSD harmless shall extend to indemnification for any violation of the California Environmental Quality Act, or any other procedural or administrative rules, C:\ Users \danderson\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \WU5UNF50 \Wagner Ranch Agreement FINAL.DOC Agreement for Operation, Maintenance, Repair and Upgrade /Renovation of the Wagner Ranch Elementary School Wastewater Pumping Station and Pressure Sewer Page 4 of 6 statutes, or regulations applicable to CCCSD, including any administrative fines or penalties that arises out of or relates to CCCSD's entering into or performing the terms of this Agreement. 7. Binding. All provisions of this Agreement shall be binding on the successors and assigns of each of the parties hereto. 8. Notices. All notices or other communications specifically required or permitted to be given under this Agreement shall be in writing and personally delivered or sent by certified mail, return receipt requested and postage prepaid, or sent by reputable overnight courier (such as Federal Express), or by facsimile with copies sent by overnight courier or U.S. Postal Service the following day, to all of the addresses or facsimiles set forth below. Any entity listed below may at any time change its address or facsimile number for the delivery of notice upon five (5) days' written notice to the other entities. CENTRAL CONTRA COSTA SANITARY DISTRICT: James M. Kelly cc: Kenton L. Alm, Esq. General Manager Meyers, Nave, Riback, Silver & Wilson 5019 Imhoff Place 55512 th Street— Suite 1500 Martinez, California 94553 Oakland, California 94607 Telephone: (925) 228 -7386 Telephone: (510) 808 -2000 Facsimile: (925) 676 -7211 Facsimile: (510) 444 -1108 ORINDA UNION SCHOOL DISTRICT: Melody Canady Chief Business Officer 8 Altarinda Road Orinda CA 94563 Telephone: (925) 258 -6210 Facsimile: (925 253 -0719 cc: Ed Silvas Director of Facilities and Maintenance 8 Altarinda Road Orinda CA 94563 Telephone: (925) 254 -4901 Facsimile: (925 253 -0719 C:\ Users \danderson\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \WU5UNF5Q \Wagner Ranch Agreement FINAL.DOC Agreement for Operation, Maintenance, Repair and Upgrade /Renovation of the Wagner Ranch Elementary School Wastewater Pumping Station and Pressure Sewer Page 5 of 6 9. Severability. It is agreed that if any term, covenant, provision, paragraph, or condition of this Agreement shall be deemed or becomes invalid, void, illegal, or unenforceable for any reason, then the remainder of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated by such determination; the Agreement shall be construed as if not containing the invalid, void, illegal, or unenforceable part and the rights and obligations of the parties shall be construed and enforced accordingly. 10. Waiver. The waiver by either party of any breach of any term, covenant, or condition of this Agreement shall not be deemed a waiver of such term, covenant, or condition. Furthermore, any such waiver shall not be deemed a waiver of any subsequent breach of the same or of any other term, covenant, or condition of this Agreement. 11. Entire Understanding. This Agreement represents the entire understanding of the parties hereto with respect to the subject matters hereof with respect to the construction and use of the Facilities. This Agreement may be amended, in whole or in part, only by further written agreement executed by both of the parties hereto. 12. Drafting of Agreement. It is agreed that each party has had the opportunity for substantial input into the drafting of this Agreement and, that, in the event of a dispute arising hereunder, the terms of this Agreement shall not be construed against either party. 13. California Law. The interpretation and performance of this agreement shall be governed by the laws of the State of California. 14. Captions. The captions inserted herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Agreement or the intent of any of the provisions hereof. 15. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which C:\ Users \dandersonWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \WU5UNF5Q \Wagner Ranch Agreement FINAL.DOC Agreement for Operation, Maintenance, Repair and Upgrade /Renovation of the Wagner Ranch Elementary School Wastewater Pumping Station and Pressure Sewer Page 6 of 6 together shall be deemed to be one and the same instrument. Furthermore, this Agreement may be executed and delivered by the exchange of electronic facsimile copies or counterparts of the signed documents, which facsimile copies or counterparts shall be binding upon the parties; provided, however, that any electronic facsimile counterpart shall be followed by delivery to Counsel for CCCSD of an original signed counterpart. 17. Warranty of Authority. Any person executing this Agreement in a representative capacity expressly represents and warrants that s /he has the authority to execute this Agreement on behalf of his /her principal and that upon execution, the principal shall be bound by each and every term hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. CENTRAL CONTRA COSTA SANITARY DISTRICT Barbara D. Hockett President of the Board of Directors Elaine Boehme Secretary of the District Approved as to Form: Kenton L. Alm Counsel for the District ORINDA UNION SCHOOL DISTRICT Melody Canady Chief Business Officer C:\ Users \danderson\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \WU5UNF5Q \Wagner Ranch Agreement FINAL.DOC