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C4<IFORN�P City Council Staff Report
DATE: October 5, 2005 Consent Calendar
SUBJECT: Extension of Wastewater Services Agreement with Veolia
FROM: David H. Ready, City Manager
BY: City Manager's Office
SUMMARY
The; City has heretofore entered into an agreement with Veolia (formerly US Filter) for the
operations and management of the City's Wastewater Treatment Plant. This agreement,
which was originally for a five year term expiring on June 30, 2005, has been extended
several times over the past several months to facilitate negotiations with Veolia on a longer
term extension. The current extension will expire on October 7th. Staff and Veolia have
successfully completed their negotiations and finalized an amendment to extend the term of
the existing agreement through June 30, 2007.
RECOMMENDATION:
1. Adopt a Minute Order approving the Fifth Amendment to Agreement 4123 with Veolia
Water North America-West, LLC. (formerly US Filter Operating Services Incorporated)
extending the term of the agreement from July 1, 2005 through June 30, 2007 and
making certain other modifications to the original agreement.
2. Authorize the City Manager to execute all documents necessary to effectuate the
agreement.
STAFF ANALYSIS:
In 1999, the City entered into an agreement with US Filter to operate and manage the City's
Wastewater Treatment Plant and sewage collection system. The term of this agreement was
for a five year term expiring on June 30, 2005.
In light of the pending sale of the Wastewater Treatment. Plant to the Desert Water Agency
(DVAJA), the City has delayed granting a long term extension to the existing agreement.
Unfortunately, the sale of the Wastewater Treatment Plant has not yet occurred as originally
contemplated. In order to maintain current operations at the Wastewater Treatment Plant, the
City Council has approved several amendments extending the term of the existing agreement
to enable staff and Veolia to negotiate an extension to the existing agreement. The current
extension, which was approved on September 7, 2005, expires on October 7, 2005.
Item No. 2 e ^ e
City Council Staff Report
October 5, 2005 -- Page 2
Extension to Wastewater Services Agreement with Veolia
Staff and Veolia have successfully completed their negotiations and finalized a new
amendment. Under the proposed amendment, the term of the existing agreement will be
extended for two (2) years expiring on June 30, 2007. In addition, the City or its successor
may, in its sole discretion, extend the agreement for an additional one (1) year period.
Besides extending the term of the agreement, the proposed amendment offers the following
benefits:
• Micro Turbines
On or before February 1, 2006, Veolia will lease and install two (2) micro turbines at the
Wastewater Treatment Plant. These micro turbines, which operate on methane gas, will
generate approximately 70 kilowatts of electricity each. This will not only reduce the
Wastewater Treatment Plant's overall reliance on SCE for electricity, but it will save the
City money from avoided energy costs.
• Down and Unders
Veolia will contribute $120,000 in fiscal year 2005-06 towards the repair and modification
of mutually agreed upon Down and Under facilities located throughout the City. In fiscal
,year 2006-07 and each fiscal year thereafter during the term of this extension, Veolia will
contribute an additional $20,000 towards the repair and modification of these facilities.
• Vactor Truck
On or before February 1, 2006, Veolia will purchase and deliver to City a new vactor truck.
This vactor truck will be used to maintain the City's Down and Under facilities. At the end
of the extended term, Veolia will transfer title of the vactor truck to the City on an as-is,
where-is basis. If for any reason the agreement is terminated prior to June 30, 2007, the
City is required to pay Veolia the undepreciated value of the vactor truck. The estimated
cost of the vactor truck is $165,000.
• Septage
Commencing on October 1, 2005, Veolia and City agree to share equally all gross
revenues that are generated from the delivery of septage to the Wastewater Treatment
Plant.
• (capital Recovery Fee
The current monthly management fee paid to Veolia consists of several components,
including a capital recovery component which is assessed to reimburse Veolia for their
capital investment in the Wastewater Treatment Plant. Since the original capital
investment made by Veolia has been fully amortized, they have agreed to reduce their
management fee by over $5,000 per month. This will save the City over $60,000 a year.
In addition, Veolia will issue the City a monthly credit against the capital recovery
component of$2,083 per month. This will save the City an additional $24,000 a year.
Finally, the proposed amendment modifies certain definitions (e.g., Capital Project,
Maintenance and Septage) and deletes unnecessary provisions of the existing agreement
that no longer have any force or effect. A copy of the proposed amendment is attached for
your review.
City Council Staff Report
October 5, 2005 -- Page 3
Extension to Wastewater Services Agreement with Veolia
Staff has discussed the proposed amendment with the Desert Water Agency. Although staff
believes that it has resolved many of their concerns, the Desert Water Agency has indicated
that they will not support the amendment as proposed. Regardless of the Desert Water
Agency's position, staff feels that the proposed amendment is reasonable and sufficiently
protects the public's interest.
FISCAL IMPACT:
Under the proposed amendment the operator's monthly management fee will be reduced by
approximately $7,000. This will save the City an estimated $84,000 a year. Staff estimates
the value of the other benefits (e.g., micro turbines, vactor truck, and Down and Unders
contribution) under the proposed amendment to be in excess of$400,000.
ALTERNATIVES:
The Desert Water Agency has indicated that, in light of the pending sale of the Wastewater
Treatment Plant, they would prefer that the Council approve a one (1) year extension to the
existing O&M Agreement. If the City Council elects this option, it is recommended that the
City Attorney prepare an appropriate amendment to the existing agreement.
T'ro)k1l. ButzlM, AAiqtant City Manager David H. Ready, City M�nna r
Attachments:
1. Minute Order
2. Fifth Amendment to O&M Agreement
MINUTE ORDER NO.
APPROVING THE FIFTH AMENDMENT TO
AGREEMENT 4123 WITH VEOLIA WATER NORTH
AMERICA-WEST, LLC. (FORMERLY US FILTER
OPERATING SERVICES INCORPORATED)
EXTENDING THE TERM OF THE AGREEMENT
FROM JULY 1, 2005 THROUGH JUNE 30, 2007
AND MAKING CERTAIN OTHER MODIFICATIONS
TO THE ORIGINAL AGREEMENT.
I HEREBY CERTIFY that this Minute Order, approving the Fifth Amendment to
Agreement 4123 with Veolia Water North America-West, LLC. (formerly US Filter
Operating Services incorporated) extending the term of the agreement from July
1, 2005 through June 30, 2007 and making certain other modifications to the
original agreement, was adopted by the City Council of the City of Palm Springs,
California, in a meeting thereof held on the 5th day of October, 2005.
James Thompson
City Clerk
AMENDMENT NO. 5 TO
WASTEWATER SERVICES AGREEMENT (O&M)
THIS AMENDMENT NO. 5 TO WASTEWATER SERVICES AGREEMENT
(O&M) ("Amendment") is made and entered into as of this 1st day of July, 2005, by and
between the CITY OF PALM SPRINGS, a California municipal corporation ("City") and
VEOLIA WATER NORTH AMERICA-WEST, LLC., a Delaware limited liability company
("Veolia").
RECITALS
A. Pursuant to a request for proposal issued by the City in November 1998
pursuant to California Government Code Section 5956.1 et. sea. and Chapter 3.12 of
the Palm Springs Municipal Code, the City and Filter entered into that certain
Wastewater Services Agreement No. 4123, dated as of July 30, 1999 (the
"Agreement"), for the provision by Filter to City of certain operations and maintenance
services related to the Treatment Facility, Sewage Collection System and Down and
Under System, as those terms are defined in, and pursuant to the terms of, the
Agreement. Initially capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.
B. On or about May 16, 2001, City and Filter entered into that certain
,Amendment No. 1 to Agreement No. 4123, for the provision of certain capital project
administration parameters all related to the improvement of the Treatment Facility. City
and Veolia entered into Amendment No. 2, Amendment No. 3 and Amendment No. 4 to
the Agreement on , 2005, September_, 2005 and
2005, respectively.
C. On February 2, 2004, Filter officially became known as Veolia Water North
America Operating Services, Inc. ("Veolia Water NA"). Through an inter-company
reorganization and set of inter-company assignments, Veolia has acquired and
succeeded to the right, title and interest in and to the Agreement. Veolia is the wholly
owned-subsidiary and West Coast operating arm of Veolia Water North America
Operating Services, LLC ("Veolia Water NA LLC"), which was formerly known as Veolia
Water NA.
D. The City and Veolia have met to evaluate the effectiveness of, and the
parties' compliance with, the Agreement and, as a result, have concluded that Veolia is
performing under the Agreement as originally envisioned and that the services provided
under the Agreement are achieving the objectives of the City's 1998 procurement, as
articulated in the Agreement.
E. Because of the success of the parties' existing relationship under the
Agreement, the City and Veolia desire to enter into an extension of the Agreement.
F. This Amendment is being entered into pursuant to both of California
Government Code Section 5956.1 et. seq. and Chapter 3.12 of the Palm Springs
307406_22.DOC I
Municipal Code. Each of the foregoing statutes is the independent authority for the City
to enter into this Amendment and procure the services with respect to the Treatment
Facility, the Sewage Collection System and the Down and Under System as described
herein and in the Agreement.
NOW THEREFORE, in consideration for promises and covenants contained
herein, the above recitals, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. "Veolia" and "Filter". All references in the Agreement to Filter shall be
replaced with Veolia.
2. Assignment to Veolia. The City acknowledges the assignment of the
Agreement to Veolia and Veolia's assumption of all obligations under the Agreement.
The City agrees that Veolia Water NA and Veolia Water NA LLC shall have no further
obligations, responsibilities or liabilities under the Agreement and is hereby released,
discharged and acquitted therefrom.
3. Effectiveness of Amendment. This Amendment shall be effective upon the
approval by the City of this Amendment, pursuant to a Palm Springs City Council
resolution, and the execution hereof by the City and Veolia. The City shall deliver to
Veolia a certified record of the public proceedings of the Palm Springs City Council
approving the execution and delivery of this Amendment.
4. Microturbine Installation. Veolia shall enter into an operating lease, at its
cost, for the equipment described on Exhibit 1 to this Amendment (the "Microturbine
Equipment Lease") and shall cause the equipment to be installed at the Treatment
Facility. Veolia shall use its best efforts to enter into the Microturbine Equipment Lease
and to cause delivery of the equipment on or before February 1, 2006. Except as
provided herein, the equipment shall at all times remain Veolia's property and the City
shall have no ownership interest or right therein. At the expiration of the Term, as the
same may be extended, or if this Agreement is terminated for any reason prior to the
expiration of the Microturbine Equipment Lease, Veolia shall be entitled to remove some
or all of the equipment described on Exhibit A from the Treatment Facility Site; provided,
however, that, upon the mutual agreement of Veolia and the City, Veolia may assign the
Microturbine Equipment Lease to the City. If the Microturbine Equipment Lease is
assigned to the City, the City shall, at its sole expense, expressly assume all obligations
under the Microturbine Equipment Lease in writing and shall indemnify, defend and hold
the Veolia Indemnified Parties harmless from and against all Losses arising out of the
Microturbine Equipment Lease or the equipment. All indemnity and defense obligations
under this Section 4 shall survive the expiration or termination of the Agreement.
5. Repair and Modification of Down and Under Facilities. Subject to Section 18
of this Amendment below, in addition to Veolia's obligations under Section 5.4(f) of the
Agreement, Veolia shall, at its cost, repair and perform mutually agreed upon
modifications to Down and Unders that are mutually designated by the City and Veolia,
Lip to a maximum amount equal to $120,000 for fiscal year 2005-06 (July 1, 2005
307406_22.DOC 2
through June 30, 2006) and in the amount of$20,000 for each fiscal year (July 1
through June 30) thereafter during the Term. Unused amounts of the $20,000 annual
budget shall be rolled over and available for use under this Section in ensuing years of
the Term of the Agreement. If the Agreement is terminated for a reason other than City
default prior to the expenditure of the unused portion, such unused funds shall be paid
to the City for the purposes provided in this Section. The foregoing amounts and
obligations are in addition to Veolia's obligations under Section 5.4(f).
6. Vactor Truck. Veolia, at its cost, shall purchase and deliver a new vactor
truck to the Treatment Facility for use by Veolia in connection with the performance of
its services under the Agreement. Veolia shall use its best efforts to cause delivery of
the new truck on or before February 1, 2006. As of June 30, 2007, Veolia shall transfer
title to the vactor truck to the City on an as-is, where-is basis and without representation
or warranty by, or recourse to, Veolia; provided, however, that Veolia shall retain the
right to use the vactor truck in connection with the performance of its services under the
Agreement. In the event of a termination of this Agreement for any reason other than
an Event of Default by Veolia prior to June 30, 2007, Veolia shall transfer title to the
vactor truck to the City on an as-is, where-is basis and without representation or
warranty by, or recourse to, Veolia and the City shall pay to Veolia, on the effective date
of the termination, the undepreciated value of the vactor truck (determined on a straight
line depreciation basis through June 30, 2007).
7. Definitions. Section 1.1 of the Agreement shall be revised as follows:
a. The definition of "Septage" is amended and restated in its entirety as
follows:
"'Septage' means liquid or solid material removed from a septic tank,
cesspool, portable toilet, Type III marine sanitation device, or similar
treatment works that receives only Domestic Sewage or other waste fully
compatible with the treatment processes and receiving facilities at the
Treatment Facility. Septage does not include commercial or industrial
wastewater incompatible with the treatment processes or receiving
facilities at the Treatment Facility."
8. Term. Section 4.1 of the Agreement, entitled "Term", shall be amended in its
entirety to read as follows:
"Section 4.1 Term. Subject to the other provisions of this Agreement, the
initial term of the Agreement (the "Term") shall be for a period
commencing on September 1, 1999 and ending on June 30, 2007.
Subject to the other provisions of this Agreement, the City, in its discretion
and, upon mutual written agreement by Veolia, in its discretion, shall be
entitled to extend the Term of this Agreement for an additional one (1)
year period beginning July 1, 2007 and ending June 30, 2008.
807406_22.DOC 3
Subject to the other provisions of this Agreement, the City, in its discretion
and, upon mutual agreement by Veolia, in its discretion, may enter into
additional extensions of the Term of this Agreement beyond June 30,
2008.
Notwithstanding the foregoing, if the parties exercise the extension option
to extend the Term to June 30, 2008 or any later extension option, then, at
any time after July 1 , 2007, the City may, in its discretion, terminate this
Agreement for convenience by delivering written notice thereof to Veolia.
The termination for convenience shall be effective as of the date set forth
in the written termination notice, which date may be no earlier than 90
days after Veolia's receipt thereof. In the event of such termination for
convenience by the City and, as a condition thereof, the City shall pay to
Veolia on the effective date of the termination for convenience (i) all
amounts described in Section 12.11 (notwithstanding that termination for
convenience is not listed as a termination event in Section 12.10); (ii) all
other amounts that are then due and payable to Veolia under this
Agreement; (iii) Veolia's reasonable costs of demobilization (equal to
$200,000.00 if Veolia receives the City's written notice of termination for
convenience on or before January 1, 2008 and $100,000 if Veolia receives
the City's written notice of termination for convenience after January 1,
2008), work in process, and work done to protect and secure the
Treatment Facility, Treatment Facility Site, Sewage Collection System and
Down and Unders in connection with the termination; and (iv) out of
pocket costs incurred by Veolia for subcontractor termination and
breakage charges (provided, however, that, from and after July 1, 2005,
Veolia shall not enter into any subcontract with a term in excess of one
year without the prior written approval of the City, in its reasonable
discretion)."
9. Section 4.2. Section 4.2 of the Agreement is hereby deleted and shall be of
no further force and effect.
10.Capital Proiects. Section 5.3(a) of the Agreement, shall be amended in its
entirety to read as follows:
"(a) Defined. Capital Projects shall include a permanent physical
expansion, addition or improvement to the Treatment Facility, the Sewage
Collection System and/or the Down and Under System, including the
replacement of existing equipment or facilities with new or additional
equipment or facilities as a result of old age, obsolescence or breakdown
of such equipment or facility, which are (i) mutually agreed upon by the
City and Filter ("Agreed Capital Projects"); (ii) which are either directly
as a result of a Change in Law or in order for the Treatment Facility to
produce Effluent meeting the Effluent Specifications and result from (A) a
Change of Law, (B) an Uncontrollable Circumstance, (C) actual or
anticipated changes in Influent volumes and demands on the Treatment
307406_22.DOC 4
Facility, the Sewage Collection System and/or the Down and Under
System, or(D) repeated occurrences of Influent in volumes or
concentrations that exceeds the Influent Specifications or that contains
Abnormal Substances or Regulated Substances ("Needed Capital
Projects"); or (iii) improve the efficiency, performance or reliability of the
Treatment Facility, the Sewage Collection System and/or the Down and
Under System ("Desirable Capital Projects"). A Capital Project shall not
include any Maintenance Work, as defined at Section 5.4 below."
11.Maintenance: Capital Repairs and Replacements. Section 5.4(a) of the
Agreement, shall be amended in its entirety to read as follows:
"(a) Defined. Maintenance Work shall include any repair or
replacement of the equipment or facilities at the Treatment Facility, the
Sewage Collection System and/or the Down and Under System which is
necessary to maintain such facilities in good working condition and
operating at the same or significantly the same influent volume capacities
as of the Commencement Date. Maintenance Work shall not include any
Capital Projects, as defined at Section 5.3 above."
12.Down and Under System and Sewage Collection System Expenditures for
Pipeline Repair. Section 5.4(f) of the Agreement is hereby amended and restated in its
entirety as follows:
"(f) Down and Under System and Sewage Collection System
Expenditures for Pipeline Repair. In connection with the performance of
its obligations with respect to the Down and Under and Sewage Collection
System under Sections 5.4(d)-(e), Veolia shall only be obligated to expend
or incur costs and charges equal to $30,000 per year (July 1-June 30)
during the Term of this Agreement, which amount shall not include wages
or salary paid to Veolia staff used to perform the obligations thereunder.
Once Veolia has expended or incurred costs or charges equal to $30,000
in a year in connection with such obligations, the City will be responsible
for all additional costs and charges during such year and shall pay Veolia
promptly upon submission of a reasonably detailed statement supporting
such costs. Veolia shall be entitled to include such items on its next Billing
Statement after expended or incurred. Veolia shall provide the City with
evidence substantiating each of the costs for which Veolia seeks payment.
In no event, however, shall (i) City be responsible for reimbursing Veolia
for any expenditure until such time as Veolia has exhausted its $30,000
expenditure limit required herein; (ii) Veolia allocate any portion of
Treatment Facility employee salaries or overhead toward the $30,000
expenditure limit; and (iii) Veolia allocate the costs of any routine
maintenance or cleaning of the Sewage Collection System and the Down
and Under System toward the $30,000 expenditure limit (and the parties
agree that routine maintenance shall include all work that does not require
excavation or restoration of City property or a City street or right of way or
307406_22.DOC 5
replacement of a piece of equipment or a facility). If, in a given year, the
$30,000 expenditure limit is not reached, then the amount by which
$30,000 exceeds the amounts expended in such year shall be added to
the $30,000 available for the succeeding year and this provision shall
apply for such increased amount; provided, however, that nothing
contained herein shall require Veolia to ever expend more than $30,000
per year in the aggregate over the Term. Veolia shall, on a quarterly basis
or upon the request of the City, provide updates on the amounts expended
under this Section and applied toward the annual $30,000 expenditure
limit."
13.Septage. Section 5.7(c) of the Agreement is hereby amended and restated in
its entirety as follows:
"(c) Septage. Veolia and the City agree to allow licensed septic tank
pumping contractors to deliver Septage to the Treatment Facility at
delivery points approved by Veolia, provided that (1) the Septage is free
from Regulated Substances or other Abnormal Substances that cannot be
treated or removed by current Treatment Facility processes; and (2) the
total quantity of septage does not exceed an amount determined by Veolia
that may be treated within the design capacity of the Treatment Facility.
Veolia shall charge such contractors fees that are no greater than those
fees specified in Schedule R, which fees have been directed, approved
and authorized by the City. Veolia shall have no ratemaking authority with
respect to Septage fees. Prior to October 1, 2005, Veolia shall be entitled
to retain all revenues arising out of the Septage fees. Commencing on
October 1, 2005 and continuing through the expiration of the Term, as the
same may be extended, all gross revenues shall be shared equally by the
City and Veolia. Veolia shall reflect the City's share of any gross revenues
under this Section as a one-time credit on its Billing Statement for each
month in which the City is entitled to any gross revenues. Veolia shall, on
a monthly basis commencing November 1, 2005 (with respect to the
month of October 2005), provide City with a statement of(x) month to date
and year to date gallons of Septage treated, (y) the monthly and annual
gross revenues generated by Septage fees; and (z) the monthly and
annual gross revenues, if any, available and payable to the City under this
Section."
14.Service Fee — O&M Annual Capital Recovery Component and O&M Fixed
Component. Sections 7.1(b)(i) and 7.1 b ii of the Agreement are hereby amended and
restated in their entirety as follows:
(i) "O&M Annual Capital Recovery. The annual capital recovery
charge (the "O&M Annual Capital Recovery") equal to $188,388 per year
($15,699 per month) plus the amortized cost over the term of this
Agreement of any Capital Projects that Veolia finances as set forth in
Section 7.4(a); provided, however, that during the period of July 1, 2005
307406_22.DOC 6
through June 30, 2007, the City shall be entitled to a monthly credit
against the O&M Annual Capital Recovery of $2,083 (making the monthly
payment during that time equal to $13,616 per month plus the amortized
cost over the term of this Agreement of any Capital Projects that Veolia
finances as set forth in Section 7.4(a)). The O&M Annual Capital
Recovery may be increased as provided in Section 7.4.
(ii) O&M Fixed Component. The fixed component of the O&M Fee (the
"O&M Fixed Component") (which includes the coverage of fixed
operation and maintenance expenses and other fixed costs) shall be
$2,270,608 for the period of July 1, 2005 until June 30, 2006 ($189,217per
month) and shall thereafter be adjusted on July 1, 2006 and each July 1
thereafter pursuant to Section 7.2. The O&M.Fixed Component may be
increased as provided in Section 7.4."
15.Maximum Compensation Fees and Recoverable Costs. Section 7.5 of the
Agreement is hereby deleted in its entirety and shall be of no further force or effect.
16.City Environmental Indemnity. A new clause iii shall be added to Section
10.2 b of the Agreement as follows:
"(iii) sewage backups and overflows caused by grease and similar
substances if the City fails to pass and enforce a grease trap ordinance in
a manner consistent with prudent municipal practices."
17.Litigation; Defense of Contract. Section 10.4 the Agreement is hereby
amended and restated its entirety as follows:
"10.4 Litigation
Except as set forth in this Agreement, with respect to all general litigation
relating to the Treatment Facility, the Sewage Collection System and the
- Down and Under System during the Tenn of this Agreement that is within
the scope of Veolia's indemnity obligations under Section 10.1 , whether
claims are brought by employees of Veolia; contractors or consultants
performing services for Veolia, their agents or employees; by persons
entering the property subject to this Agreement; or persons otherwise
affected or injured by Veolia's operations hereunder, Veolia shall be solely
responsible for defending such claims, including selection of counsel,
determining litigation strategy and any resolution thereof, paying the cost
of defense, and paying any judgment or settlement resulting therefrom.
Notwithstanding the foregoing, Veolia's responsibility hereunder shall not
include defense of claims or payment of judgments relating to (i) contracts
entered into between City and any third parties unless such contracts are
assigned to, and assumed in writing by, Veolia and the parties have
agreed that Veolia should be responsible therefor after the date of
assumption by Veolia of the obligations under such contracts, and (ii)
307406_22.DOC 7
items with respect to which the City indemnifies Veolia pursuant to Section
10.2 or elsewhere in this Agreement."
18.Down and Unders. If, at any time during the Term of the Agreement, as the
same may be extended, the City assigns the Agreement in accordance with the terms
thereof, from and after the effective date of the assignment, (i) Veolia shall have no
further obligations or responsibilities under the Agreement with respect to the Down and
Unders and (ii) the assignee shall have no obligations to operate the Down and Unders
or make payments to Veolia with respect to the Down and Unders for the period after
the effective date of the assignment.
19.Schedule A. Schedule A is hereby amended and restated in its entirety by
the attached Schedule A.
20.Schedule D. Schedule D is hereby amended and restated in its entirety by
the attached Schedule D.
21.Schedule N. Schedule N is hereby amended and restated in its entirety by
the attached Schedule N.
22.Schedule U. Schedule U is hereby amended and restated in its entirety by
the attached Schedule U.
23.Amendment Costs. Within sixty (60) days after the execution date of this
Amendment, Veolia shall pay to City a non-refundable amount equal to $15,000,
representing reimbursement of the City's incurred legal and administrative costs for
negotiating and entering into this Amendment.
24.Full Force and Effect. The parties agree that, except as specifically provided
in this Amendment, the terms of the Agreement shall remain unchanged and in full force
and effect.
25.Counterparts. This Amendment may be executed in counterparts euch of
which shall be considered an original.
26.Advice of Counsel. Each of the parties has received the advice of legal
counsel prior to signing this Amendment. Each party acknowledges no other party or
agent or attorney has made a promise, representation, or warranty whatsoever, express
or implied, not contained herein concerning the subject matter herein to induce another
party to execute this Amendment. The Parties agree no provision or provisions may be
subject to any rules of construction based upon any party being considered the party
"drafting" this Amendment.
27.Governing Law. The validity, interpretation and effect of this Amendment are
governed by and shall be construed in accordance with the laws of the State of
California.
307406_22.DOC 8
28.Severability. If any provision hereof is held invalid or unenforceable for any
reason, this holding or action shall be strictly construed and shall not affect the validity
or effect of any other provision hereof. To the extent permitted by law, the parties
waive, to the maximum extent permissible, any provision of law that renders any
provision hereof prohibited or unenforceable in any respect.
29.Entire Agreement. This Amendment and the Agreement represent the full
and entire agreement between the parties with respect to the matters covered herein.
30.Authorization. The person(s) executing this Amendment on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they are
dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by
so executing this Amendment, such party is formally bound to the provisions of this
Amendment, and (iv) the entering into this Amendment does not violate any provision of
any other agreement to which said party is bound.
[signatures on next page]
307406 22.DOC 9
IN WITNESS WHEREOF, the parties have executed and entered into this Amendment
as of the date first written above.
"City"
ATTEST: CITY OF PALM SPRINGS, a California
municipal corporation
By
City Clerk City Manager
APPROVED AS TO FORM:
City Attorney
"Veolia"
VEOLIA WATER NORTH AMERICA -
WEST, LLC
a Delaware limited liability company
By
Signature
Name
Title
End of Signatures
307406_22.DOC 10
EXHIBIT 1
MICROTURBINE EQUIPMENT
Manufacturer PurtNumber Equipment Description Ouanti
70 KW,Grid Connect,HP Industrial pack,
Ingersoll-Rand 70LM Whmdem
Ingersoll-Rand N/A Sour Gas Fuel Kit 2
Bio-Spark BI0-140T Bio-Gas Treatment Skid I
Calpwr Coolpwr70 Evaporative Cooler 2
CAW N/A Electrical Meter Socket Panel I
SCE N/A Meter w/KYZ output I
Flame Arrester N/A Flame Arrester I
Various N/A Xformer&Power Panels I
307406_22.DOC Exhibit 1-1
SCHEDULE A
TREATMENT FACILITY DESCRIPTION
Headworks
The headworks consists of a mechanical barscreen, with a manually-cleaned bar-rack
in a bypass channel. An ultrasonic flow meter is located in the headworks channel
downstream of the barscreen. The meter is rated for a flow range of 348-17,361 gallons
per minute (gpm).
After the Influent flow meter, the sewage influent goes through one of two grit chambers
where sand and other inorganic constituents are removed. Three Blowers supply air to
the grit chambers and provide air to allow removal of the grit via air lift pumps. This grit
is sent to a classifier where organic sewage solids are washed from the grit. The
washed grit is conveyed by a screw auger to a waste bin where it is collected and then
removed for disposal.
The headworks odor control system consists of an exhaust fan which pulls air off the
influent channels and grit chambers and blows it into the bottom of#1 trickling filter. In
addition, a misting odor control system applies a masking agent in the area of the
screening bin and grit classifier.
Primary Clarification
Three rectangular primary settling tanks provide initial removal of TSS and BOD. These
tanks are covered and off-gases are vented through an activated carbon scrubber to
control odors. Primary sludge is brought to the center of each tank by chain and flight
collection systems. A sludge screw carries the sludge to a pit and three pumps, located
in the biofilter lift station are used to pump the primary sludge to the gravity thickener or
digester. Scum is collected by a tipping weir in each tank and held in one of two scum
pits until manually pumped to the gravity thickener. The effluent from the primary tanks
mixes with recycled flow and is pumped to the biofiltration process by pumps in the
biofilter lift station. -
Bio-Filtration
The biological secondary treatment component of this plant is composed of four
Biofiltration Units. Primary effluent is mixed with recycled flow from the biofilter effluent
and is pump over the rock media via the rotating distribution arms. These units have
natural drafted air moving up through the rock bed to provide the needed oxygen for the
organic reduction. None of the units is covered nor do they have any odor control
removal/treatment units.
The recirculation flow, using secondary effluent or biofilter effluent, is mixed with the
primary effluent to improve the removal efficiency of the biofilters and to maintain a
constant hydraulic flow rate to the biofilters.
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The pumping of primary effluent and recycle is accomplished by the primary and
secondary biofiltration pump stations. The primary pump station contains three Variable
Frequency Drive controlled pumps, each with a maximum capacity of 8000 gpm. The
secondary pump contain two natural-gas-fired, engine-driven pumps with a capacity of
4800 gpm each, and a variable speed electric-motor-driven pump with a 7200 gpm
capacity. Either pump station can be use to pump to all of the biofilters. It is also
possible to operate the two pairs of biofilters in series mode by using the two pump
stations in a primary and secondary configuration.
Secondary Clarifier
The effluent from the biofilters flows by gravity to the six secondary clarifiers. Sludge
and scum that are removed in the secondary clarifiers are deposited in sludge pits and
then pumped back to headworks or to the gravity thickener. Secondary effluent that
leaves the clarification system flows either to the percolation pond system or to Desert
Water Agency's (DWA) tertiary filtration system located offsite of the Treatment Facility.
Percolation Pond System
Treated effluent flows from the secondary clarifiers to a series of six percolation ponds
which provide for the ultimate disposal of much of the effluent from the Treatment
Facility. The percolation ponds are constructed in the Tahquitz Wash area. The soil in
this area is made up of porous material so that the treated effluent flows down through
the normally occurring strata, as it also moves in a down gradient. The soil also
provides some additional treatment to the discharged effluent. The percolation ponds
are utilized in series so that one pond is always in use and all others are either drying
out or being prepared for the next effluent application. Typically, the ponds rotated on a
4-day/ 3-day cycle during each week. This minimizes the load on each pond and
allows sufficient drying between application. Treatment Facility staff cultivates each
pond after each use to break up the surface layer utilizing a farm tractor with a spring
tooth harrow.
Sludge Disposal System
All sludge and scum wasted from the primary and secondary processes is first sent to
the gravity thickener to increases the percent solids prior to discharge to the anaerobic
digestion system. The anaerobic system achieves greater than 50% reduction of volatile
organic material and stabilizes the waste. The most of the digested material is applied
to one of twenty-six sludge drying beds, where it readily dewaters and dries to 60-65%
total solids. After this drying process, the organic material is removed by a front-end
loader to windrows in the sludge storage area where further drying occurs to over 90%
total solids. All of the drying beds have an underdrain system which collects all filtrate
water and returns it to the headworks area of the plant for processing.
In 2002, a Belt Filter Press (BFP) was added to dewater sludge during the winter
months, when the sludge drying on the drying beds is much slower and the beds
become filled to capacity. The BFP uses polymer to aid the dewatering and produces
307406 22.DOC
biosolids at about 20 — 25% total solids. This material is spread in the sludge holding
area and allowed to further dry to over 90% TS.
Both the drying bed and BFP dewatered sludges are stored on site and allowed to air
dry for a minimum of 90 days. The dried biosolids are then tested to ensure it meets
Class A — Exceptional Quality criteria. This material is then hauled to nearby Date
Orchards for disposal by a sub-contractor.
Administration Building
A combination administration/laboratory/motor control building is located at the
Treatment Facility Site.
Emergency Power Generation and Supplemental Power Production
In case of a power outage, the Treatment Facility is equipped with an emergency
generator, capable of providing power to all essential equipment needed to treat and
pump the Influent.
In 2003, two Microturbines were installed to provide supplemental electrical power. This
equipment is fueled by natural gas and provides about 40% of the Treatment Facility's
power needs. The heat from the microturbines is captured and used to heat the
anaerobic digesters.
Pump Stations
Within the Sewage Collection System there are five sewer lift stations. These are
located at:
1. Golf Course;
2. Golf Club Drive;
3. Palm Springs View Estates;
4. 34th Avenue;
5. Sonora and El Cielo.
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Existinq Design Criteria — Treatment Facility
Raw Wastewater
Design Flow, Average (mgd) 10.9
Peak Flow (mgd) 21.8
Headworks
Mechanical Bar Screen
No. Of Units 1
Width, ft. 6.5
Free Opening, inches 3�
Parshall Flume, Influent
Number of units 1
Range, mgd 1.5 — 32.0
Size, inches 36
Aerated Grit Chamber
No. of units 2
Size, ft. length x width x depth 31 x15x10
Volume of each, cubic feet 4650
Grit Washer, dewatering screw type
No. of units 1
Diameter, inches g
Flight pitch, inches 4.5
Length, ft. 33
Volume, cf./hr 40
Primary Units
Primary Clarifiers
Number (each) 3
Size of each, ft., length x width x depth 160x32x6.8
Overflow rate, gals/sq.ft./day, @ 10.9 mgd 710
Detention time, hours @ 10.9 mgd 1.72
Primary Pumping Station, Variable Electrical Drives
No. of pumps 3
Size of each, gpm / inches 8000/16
Horsepower of each 200
Secondary Units
Trickling Filters
Number 4
Diameter of each, ft. 140
Depth of each, ft. 9.5
Volume of each, c.f. 146,167
Organic Loading, #BOD5 /day/1,000 c.f. 23.2
Hydraulic Loading with recirculation, gpd/sq. ft. 354
Secondary Clarifiers
Number 6
Length of each, ft. 164
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Width of each, ft. 25
Depth of each, ft 9.5 to 11.0
Overflow Rate, gpd/sq. Ft./day with recirculation 886
Detention time, hrs., with recirculation 2.1
Secondary Pump Station
No. of pumps 3
Size of each, #1 & #2, gpm/inches 4800 / 10
Hp 75
Size of each, #3 gpm/inches 7200 / 14
Hp 100
Percolation Ponds
No. of Units 6
Percolation rate, gpd/sq. ft. 15.2
Bottom area, total acres 23.3
Solids Handlina Units
Gravity Sludge thickener
No. of units 2
Depth of each, ft. 10.5
Diameter of each, ft. 30
Overflow rate, gpd/ sq. ft. 700
Solids loading, #/day/sq. ft. 8
Anaerobic Digesters
Number of units 2
Diameter, ft.
Primary 85
Secondary 65
Depth of each, ft. 30
Volume, gals
Primary 1,270,000
Secondary 748,000
Solids loading, #/sq. ft./yr. 0.08 to 0.1
Sludge Beds
Number of units 26
Size, feet— length X width 100 x 50
Solids loading, #/sq. ft./yr. 15 to 22
Tertiary Reclamation Units (these units were abandoned in place by the City)
Sand Filter (currently not operable)
No. of Units 2
Size, ft. length x width 58x12
Area of each, sq. ft. 725
Media depth, inches 11
Hydraulic loading each @ 2.1 mgd rate: gal/sq.ft./min. 2
Chlorine contact Chamber
No. of units 1
Volume, gals. 98,978
Detention Time @ 4.15 mgd flow, minutes 34
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@ 2.1 mgd flow, minutes 65
Effluent holding Basin
No. of units 1
Size & base, ft., length x width 182.5x262.5
Volume, @ 5.1 ft. depth, gals. 2,300,000
Per ft. of depth 470,000
Chlorination System (Removed)
No. of units 4
Capacity of each, 3/day 300, 500, 1000, 2000
Polymer Feed System
No, of units 3
Digester Gas System
Power Generation System
Microturbines - No. of units 2
Size of each — 60 kw
Standby IC Engine HP/generator KW 415/275
Gas Storage Sphere (This equipment is no longer operable)
Capacity, C.F. @ 14.7 psi 2406
Capacity, C.F. @ 100 psi 18,800
Waste Gas burner, capacity c.f./hr. 4000
Heating boilers
No, of units 1
Size of each, million btu/hr. 1.5
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SCHEDULE D
STAFF PLAN OF OPERATIONS
The organization chart as of May 2005 is shown below. Veolia will provide a full-time
Project Manager with a CA Grade V operation certification and several years of
experience in overseeing plant operations, construction management and employee
training to the Treatment Facility.
The Treatment Facility will normally be staffed for 10 hours each weekday including
weekends and holidays. Emergency on-call services will be provided 24 hours /day, 7
days/week.
Organization Chart
Jack Martin,
Project Manager f
Alma Littell
Admin Assistant' j
Gary Gray,,
O&M Manager
Coll
iection System Operations Maintenance
Cruz Martinez Steve Pound' Doug Loar
Ken Huntzinger J Juan Garcia "'. . ; Tom Wcodling
Henry Bravo Domingo Barreto; Andy Calhoun
Manuel Lopez Don Mangione
i
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SCHEDULE N
INFLUENT QUALITY AND QUANTITY SPECIFICATION
Average
* Flow Avg 6.66
Flow Max 9.79
TSS Avg 259
BOD Avg 225
* Sett Solid Avg 13.1
* TDS Avg 453
SO4 Avg 86.6
* Cl Avg 66.3
* Fluoride Avg 0.4
* These are based on last three years of reports.
Mg/1
Arsenic 1.0
Cadmium 1.0
Copper 3.0
Cyanide 1 .0
Lead 1.0
Nickel 4.0
Mercury 0.002
Oil & Grease 200
Selenium 3.0
Silver 0.5
Total Chromium 2.5
Zinc 3.0
Proposed Palm Springs MIPP Local Limits
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SCHEDULE U
ROLLING STOCK
I. TREATMENT FACILITY ROLLING STOCK
UNIT MAKE MODEL YEAR DESCRIPTION
NUMBER
040192 FORD RANGER 92 '/2 TON MINI
040280 FORD MEYERS 80 SEWER JET - REAR
MOUNTED
040495 JOHN DEERE L6200 95 TRACTOR- FRONT LOAD
040561 ROTO- 61 MECHANICAL PADDER
ROOTER
040796 FORD LN-80000 96 CAMEL JET AND VACUUM
040895 CHEVY PICK UP 95 ONE TON PICK UP 4X4 --
MULE LIFT
040995 CHEVY PICK UP 95 ONE TON PICK UP 4X4 -
SPRAY RIG
041097 JOHN DEERE 5300 97 TRACTOR W/SPRING
TOOTH HARROW
041181 FORD / PUMP 81 PORTABLE PUMP
JAEGER
041586 HOLLAND DUMP 86 TRAILER DUMP
TUFF WASHER 02 STEAM CLEANER
042390 JCB 930-2 90 FORKLIFT
046891 IGMC TC71-1O42 191 1 CAMEL - VACUUM ONLY