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HomeMy WebLinkAbout1K OCRCity Council Staff Re{Jort DATE: February 11 , 2021 CONSENT CALENDAR SUBJECT: ADMINISTRATIVE CONTRACT MEMORANDUM NO. 1 BETWEEN VEOLIA WATER WEST OPERATING SERVICES, INC., A DELAWARE CORPORATION, AND THE CITY OF PALM SPRINGS REGARDING BIOSOLIDS SERVICES BUDGET. FROM: BY: SUMMARY: David H. Ready, City Manager Development Services Department Veolia has requested a formal increase to their annual budget limit for the handling of biosolids. Pursuant to the agreement with the City, the annual budget limit for biosolids services may be adjusted from time to time through an Administrative Contract Memorandum. The parties have negotiated in good faith and come to an agreement on terms. Administrative Contract Memoranda are reported back to the City Council as a "receive and file" item. RECOMMENDATION: Receive and File. BACKGROUND: The City's Wastewater Treatment Plant (WWTP} operator, Veolia Water West Operating Services, Inc. (Veolia) uses a third party handler to haul away biosolids from the plant. Biosolids (or "sludge") is the byproduct of solid and organic waste that has been removed from raw sewage through the wastewater treatment process. The sludge is processed through digesters that reduce the mass and volume of the sludge, then put into drying beds to remove the moisture content before being hauled away for reuse as fertilizer or other agricultural uses. STAFF ANALYSIS: The annual budget limit for biosolids services in Veolia's agreement with the City is $100,000. In 2019, after considering complaints with odors coming from the WWTP, Staff recommended that Veolia increase the frequency of hauling away accumulated sludge for disposal. Accumulated sludge is typically stockpiled outdoors in an effort to dry it prior to hauling. The cost to haul away sludge is based on the weight (tons). Therefore, more rrEM NO. C£NSENT 1K • 2City Council Staff Report February 11, 2021 --Page 2 Veolia -Annual Biosolids Services Budget Limit moisture in the sludge results in an increase to the weight and higher costs. A review of the past three years of biosolids hauling and costs reflects the increase: Year Wet Tons Total Cost 2018 1,416.02 $75,771.14 2019 3,051.87 $181,646.11 2020 3,318.69 $206,257.22 Staff has reviewed the monthly breakdown of costs incurred by Veolia for biosolids handling and the parties have agreed to increase the annual budget limit to $200,000. The Wastewater Fund has sufficient funds to cover the increase in cost, and the benefit to the community is reduced odors from less stockpiled sludge. Terms for Biosolids Services are set forth in Schedule H of Veolia's agreement with the City. Pursuant to Schedule H.5 of the agreement, Staff has prepared Administrative Contract Memorandum No. 1, a copy of which is included as Attachment 1. H.5 Modifications This Schedule H may be amended and replaced from time to time to incorporate adjustments to the annual budget limit for Biosolids Services, which may be reflected in an Administrative Contract Memorandum approved by the Contract Officer and Veolia. · ENVIRONMENTAL IMPACT: None. FISCAL IMPACT: The Wastewater Fund (Fund 420) has sufficient funds to cover the increase in annual budget limit. SUBMITTED: inn Fagg, AICP \ Director of Development Services <~~~ David H. Ready, PhD City Manager Marcus L. Fuller, MPA, PLS, PE Assistant City Manager Attachment: Administrative Contract Memorandum No. 1 3Attachment 1 4ADMINISTRATIVE CONTRACT MEMORANDUM This Administrative Contract Memorandum No.! is made as of the 10th day of December, 2020, by Veolia Water West Operating Services, Inc., a Delaware corporation, ("Veolia"), and the City of Palm Springs, a California charter city and municipal corporation, ("City"). Veolia and City are collectively herein referred to as the "Parties." This Administrative Contract Memorandum No. 1 is made in reference to the following recitals. WITNESSETH: WHEREAS, Veolia and City entered into that certain Wastewater Services Agreement (O&M) dated as of November 4, 2015, commencing January 1, 2016, (the "Agreement"); and. WHEREAS, Section 14.5 "Integration; Amendment," of the Agreement authorizes that where specifically authorized in the Agreement, this Administrative Contract Memorandum may be used as an amendment administratively approved by the Parties through approval by the Contract Officer and an authorized representative of Veolia without further formal action by the City Council; and WHEREAS, the Parties have negotiated in good faith to amend the terms and conditions of the Agreement pursuant to this Administrative Contract Memorandum No. !, as authorized by Section 14.5 of the Agreement. NOW, THEREFORE, the Parties hereby agree to amend the Agreement as follows: ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. DEFINITIONS. For the purposes of this Administrative Contract Memorandum, the following words and terms shall have the respective meanings set forth as follows. Any other capitalized word or term used but not defined herein is used as defined in the Agreement. SECTION 1.2. INTERPRETATION. In this Administrative Contract Memorandum, unless the context otherwise requires: (A) References Hereto. The terms "hereto", "hereby", "hereof', "herein", "hereunder'' and any similar terms refer to this Administrative Contract Memorandum, and the term "hereafter" means after, and the term "heretofore" means before, the date of execution and delivery of this Administrative Contract Memorandum. (B) Plurality. Words importing the singular number mean and include the plural number and vice versa. Page 1 5(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals. (D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Administrative Contract Memorandum shall be solely for convenience of reference and shall n9t constitute a part of this Administrative Contract Memorandum, nor shall they affect its meaning, construction or effect. (E) Entire Agreement. This Administrative Contract Memorandum constitutes the entire agreement between the Parties hereto with respect to the amendment(s) to the Agreement contemplated by this Administrative Contract Memorandum. Except as provided in the Agreement with respect to the City Indemnified Parties, nothing in this Administrative Contract Memorandum is intended to confer on any person other than the Veolia, the City and their permitted successors and assigns hereunder any rights or remedies under or by reason of this Administrative Contract Memorandum. (F) Counterparts. This Administrative Contract Memorandum may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Administrative Contract Memorandum. (G) Applicable Law. This Administrative Contract Memorandum shall be governed by . and construed in accordance with the applicable laws of the State of California. (H) Severability. If any clause, provision, subsection, Section or Article of this Administrative Contract Memorandum shall be ruled invalid by any court of competent jurisdiction, the invalidity of any such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Administrative Contract Memorandum shall be construed and enforced as if such invalid portion did not exist provided that such construction and enforcement shall not increase the Parties' liability beyond that expressly set forth herein. (I) Approvals. All approvals, consents and acceptances required to be given or made by any party hereto shall be at the sole discretion of the party whose approval, consent or acceptance is required. · (J) Payments. All payments required to be made by the Parties hereunder shall be made in lawful money of the United States of America. Page 2 6ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES SECTION 2.1. REPRESENTATIONS AND WARRANTIES. The Parties hereby represent and warrant that: (1) Existence and Powers. Veolia is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with the full legal right, power and authority to enter into and perform its obligations under this Administrative Contract Memorandum. City is a charter city and municipal corporation, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, with the full legal right, power and authority to enter into and perform its obligations under this Administrative Contract Memorandum. (2) Due Authorization and Binding Obligation. This Administrative Contract Memorandum has been duly authorized, executed and delivered by all necessary corporate action of Veolia and authorization by the City, and constitutes the legal, valid and binding obligation of the Parties, enforceable against the Parties in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights from time to time in effect and equitable principles of general application. (3) No Approvals Required. In accordance with Section 14.5 of the Agreement, no approval, authorization, order or consent of, or declaration, registration or filing with, any Governmental Body is required for the valid execution and delivery of this Administrative Contract Memorandum by the Parties. (4) No Legal Prohibition. The Parties have no knowledge of any Applicable Law in effect on the date as of which this representation is being made which would prohibit implementation of the amendment(s) to the Agreement contemplated by this Administrative Contract Memorandum. (7) Consent to Amendment. The Parties are fully aware of the terms and conditions of the Agreement to be amended by this Administrative Contract Memorandum. (8) Consideration. This Administrative Contract Memorandum is made in furtherance of the implementation of the Agreement, and the assumption by the Parties of their obligations hereunder will result in a material benefit to the Parties. Page 3 7ARTICLE Ill ADMINISTRATIVE AMENDMENT SECTION 3.1. AMENDMENT. This Administrative Contract Memorandum hereby implements the following amendment to the terms and conditions enumerated herein. Add the following paragraph to Item H.4 Biosolids Services Budget, in Schedule Hof the agreement: The annual budget limit for Biosolids Services effective on January 1, 2021, is hereby established at $200,000. Page4 8SECTION 3.2. NOTICE. All notices required or desired to be given hereunder to either party shall be effective if given by personal delivery, certified or registered mail, postage prepaid, return receipt requested, by nationally recognized overnight delivery company, or by telecopy (if telec.opy number is listed below, with telephone confirmation of receipt), if addressed or the following addresses or telecopy numbers: If to Veolia: Senior Vice-President Veolia Water West Operating Services, Inc. 700 E. Butterfield Rd., Ste. 201 Lombard, IL 60148 With copies to: General Counsel Municipal and Commercial Veolia North America 53 State Street, 14th Floor Boston, MA 02109 If to City: City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, California 92262 Attention: City Manager Phone: (760) 322-8350 Fax: (760) 323-8207 With copy to: -City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, California 92262 Attention: City Attorney Phone: (760) 323-8202 Fax: (760) 323-8207 [SIGNATURES ON NEXT PAGE] Page 5 9IN WITNESS WHEREOF, the Parties have executed this Administrative Contract Memorandum No. 1 as of the date first stated above. APPROVED AS TO FORM: By: _________ _ Jeffrey S. Ballinger City Attorney AUTHORIZED BY CITY COUNCIL: "CITY" City of Palm Springs By: ___________ _ David H. Ready City Manager ATTEST By:------------Anthony Mejia City Clerk Pursuant to Section 14.5 of Agreement No. A6804, dated as of November 4, 2015. "VEOLIA" Veolia Water West Operating Services, Inc. By: ___________ _ Signature (Notarized) Printed Name/Title Page6 By:-----------Signature (Notarized) Printed Name/Title