HomeMy WebLinkAbout1999 Agreement for Contract AGREEMENT FOR
CONTRACT OPERATIONS
OF THE
CITY OF JEFFERSONVILLE WASTEWATER SYSTEM
This AMENDED AGREEiX lENT for Contract Operations of the City of Jeffersonville,
Indiana Wastewater Treatment System. dated December 28, 1999 ("Second Amendment")
between the City of Jeffersonville. Indiana, a municipal corporation in Clark County, Indiana,
acting through its Board of Public Works and Safety (hereinafter "City") and Environmental
Managemem Corporation (hereinafter "EMC"), a Missouri corporation with its principal place of
business at 689 Craig Road. St. Louis, Missouri;
WHEREAS: City owns a 5.2 MGD wastewater treatment facility (hereinafter
"Plant");
WHEREAS: City owns approximately 90 miles of sewer collection lines, 30 pumping
stations, and various Combined Sewer Overflow (CSO) facilities (hereinafter "Collection
System");
WHEREAS: City has authority under the laws of the State of Indiana to enter into a
serwce contract for tl~e operations and maintenance of said Plant and Collection System'
WHEREAS: On April 25. 1994. the City and EMC entered into an Agreement for'
Contract Operations of the City of Jeffersonville, Indiana. Wastewater System (hereinafter.
1994 Agreement");
WHEREAS: The City and EMC amended the 1994 Agreement on the 25th day of
March, 1996, in order to change the scope of services and to increase the term of the 1994
Agreement (hereinafter. "First Amendment");
WHEREAS: The City and EMC now desire to further amend the 1994 Agreement as
amended by the First Amendment to change the scope of serv'ices to include engineering
management services effective January I. 2000, and to increase the term of the 1994 Agreement
as amended;
WHEREAS: The 1994 Agreement as amended by the First Amendmem shall rernain
in full force and effect except as modified by this Second Amendment;
WHEREAS: The 1994 Agreement as amended by the First Amendment and this
Second Amendment is hereinafter referred to as the 2000 Restated Agreement.
NOW THEREFORE. in consideration of the mutual agreements herein contained, and
subject to the terms and conditions herein stated, the City and EMC agree as follows:
PURPOSE
City agrees to engage EMC as an independent contractor to operate and maintain the Plant
and Collection System programs during the term of this Agreement,
II,
SCOPE OF SERVICES
EMC shall provide the following services under the conditions set forth herein:
Plant Operation. EMC shall operat~ and maintain the Plant so that the effluent discharge
meets or exceeds the effluent requirements established by the U.S. Environmental
Protection Agency (USEPA), depending only upon the conditions set forth in the Effluent
Quality paragraph.
Collection System Operation and Maintenance. EMC will operate and maintain the
Collection System m such manner as to extend its useful life. to provide maximum
capacities, to prevent unnecessary damage to public and private property, to minimize
inconveniences by handling interruptions in service, and to prevent public health hazards.
EMC will provide 24 hour per day, seven day per week emergency service and will use its
best efforts to maintain uninterrupted service to customers.
The Collectiofi System will be operafed and maintained sc as to:
Identify sources of problems within the sewer system through inspection, monitoring
and investigation; this includes EMC working with the City's Building
Commissioner's staff with inspection of all new sewer taps and assisting builders in
locating existing sewer mains and taps;
Clean and maintain sanitary sewers, combined sewers, forced mains, and CSO's on a
daily basis to ensure that ~vastewaters are transported to the wastewater treatment
facilities in compliance with the NPDES permits. Clean. maintain and repair lif~
stations on a daily basis to ensure waste waters are transported to the wastewater
treatment facilities in compliance with the NPDES permits;
Prevent sewage from bypassing to waters of the State and to protect the Collectien
System from flooding due to high water, in accordance with the Water Pollution
Control Acts Amendments, Public Law 92-500, and the Clean Water Acts
Amendment:
* Eliminate potential soumes of odors:
* Implement a preventive maintenance program to reduce nuisance stoppages;
Participate in the implementation and completion of the City's Infiltration/Inflow (I/I)
Reduction Program's sump pump inspection process: and
Implement a customer service program to tnspect ail sewer related customer
complaints and respond to the customer on the results of these inspections.
Extensions, Additions and Appurtenances to Collection System. EMC shall be
responsible for the operation and maintenance of any extensions, additions, and
appurtenances to the Collection System added during the term of this Agreement. Such
additions will not constitute a change or basis for additional compensation.
Project Management and Staffing. EMC shall staffthe Plant and Collection System
with employees experienced and qualified in management, administrative and technical[
areas of wastewater treatment, process control, wastewater laboratory analysis, and
maintenance procedures for Plant and Collection System facilities and equtpment. The
Plant operations staffprovided shall have the required operator licenses. EMC will
provide a full time Facilities Manager with an Indiana Class IV license.
Project Support. EMC shall provide on-call, backup expertise in process control,
management, and maintenance applications to ensure compliance with this Agreement.
This support shall not constitute a claim for additional compensation for EMC.
Maintenance Management. EMC shall institute a comprehensive prevennve
maintenance pr_ogram for all equipment and facilities assigned to EMC by the City through
this Agreement. Records maintained by EMC for the Plant shall include history of
maintenance for each item of equipment, spare parts inventory, and a schedule of
programmed maintenance. Records maintained for the Collection System will include a
history of work performed, customer complaint and response history, cost records, and
stock inventory of materials and supplies.
Information Systems. EMC will install computer hardware and softxvare proven to be
effective in management of scheduled and preventive maintenance, process control,
supervisory management, reporting, records documentation, energy and laboratory
management and industrial waste monitoring. EMC staffwill be trained in the use of these
computer systems and processes.
Effluent Quality. EMC shall operate and maintain the Plant in such ?harmer that the
effluent quality is maintained at all times at a level equal to. or better than. the effiuem
requirements established by the Environmental Protection Agency in the NPDES permit.
EMC will guarantee effluent quality up to design flows and loadings. I See Appendix A.)
Fines. EMC shall be responsible and liable for penalties or fines without any dollar limit
which may be imposed by the USEPA, the Indiana Department of Environmental
Management (IDEM) or any other regulatory agency having juris4iction for any effluent
quality violations which result due to problems associated with lack of adequate process
control or improper operations of the Plant resulting from EMC's negligence, action or lack
of action. EMC shall not be liable, however, if it can justify by appropriate documentation
and evidence that the effluent quality violations occurred as a result of the causes cited in
Appendix A.
EMC shall also be responsible for fines without any dollar limit imposed by USEPA or
IDEM or any other regulatory agency having jurisdiction for any sewer discharges which
result due to problems associated with the lack of adequate CSO regulation or improper
operation of the Collection System resulting from EMC's negligence, action or lack of
action. EMC shall not be responsible for fines imposed for discharges or bypasses from
sewers or facilities with restricted capacities due to accumulation of sewer solids, prior to
EMC's initial scheduled cleaning; nor shall EMC be responsible for fines imposed for
discharges or bypasses resulting from inadequate or non-permitted facilities or flows
exceeding design capacities.
EMC shall also be responsible for fines or penalties without any dollar limit imposed by
USEPA. IDEM or-any other regulatory agency having jurisdiction for failure to comply
with the terms and conditions of any duly authorized permit, court order, administrative
order, law, statute, ordinance, etc. for reasons resulting from EMC's negligence during the
period of this Agreement.
Corrective Action. In the event that the effluent quality is not in compliance with the
effluent requirements of the NPDES permit. EMC will submit a report to the City outlining
the proposed corrective action and a schedule thereof.
Sludge Management and Sludge Disposal. EMC shall be responsible for handling and
disposing of treatment sludge in a manner consistent with existing USEPA and IDEM
regulations. At the inception of this Agreement. EMC will coordinate the treatment sludge
disposition using a landfill process as has been past practice with the cost of this program
incorporated into the compensation to be paid EMC. Within 360 days from the
commencement of this Agreemem~ EMC shall submit an analysis of alternative treatment
sludge disposition methods, including [and application, to determine the most cost
effective and environmentally appropriate means.
Handling and Disposal of Contaminated Sludge. If the infiuem contains abnormal or
biologically toxic substances, the sludge from such influem shall be deemed contaminated.
EMC shall make every- effort to isolate such contaminated sludge consistent with current
USEPA and IDEM guidelines. The City shall reimburse EMC for overtime and costs
directly related to the disposal of the contaminated sludge plus a 10% administrative fee.
[f any sludge from the Plant is classified as hazardous waste as defined by USEPA. which
means that the regulatory agencies require the sludge to be transported to a designated
hazardous waste landfill. EMC shall notify the City and request permission to transport the
sludge to a designated landfill. The City shall reimburse EMC for the cost of overtime.
transport, landfill fees and any other out-of-pocket costs associated with the handling and
disposal of the sludge plus a 10% administrative fee.
Septic Sludge Disposal. EMC shall allow licensed (City approved) septic tank hauling
contractors to dump septic sludge into the Plant or Collection System at the designated
area provided all of the following are true: Such wastes are free from organic or inorganic
toxic substances (either biologically toxic, or otherwise), which cannot be treated.
removed, and reduced to a non-toxic state in the treatment facility; such waste does not
contain any substances, the discharge of which into the receiving stream would violate ~Jay
Federal. Interstate. State, or City rules, requirements, standards, or regulations; and
amounts of BOD and suspended solids contained in such waste do not exceed the design
loading of the Facility. Ail fees applicable to septic sludge dumping shall be billed and
collected by the City. Septic sludge dumping shall be aliowed during normal working
hours, five days per week. All septic sludge-hauling contractors requesting approval for
dumping sludge at the treatment plant shall be subject to approval by the City. EMC has
the right to refuse any septic sludge materials that do not meet City criteria.
Testing. EMC shall sample and perform the appropriate influent, effluent, stream and
sludge testing as outlined in the City's NPDES permit. Should the scope or frequency of
testing change due to the requirements of these permits or to any regulatory or
administrative action. EMC's compensation shall be adjusted upward or downward after
reasonable data justifying the change has been provided to the City to reflect the change in
EMC's costs.
Laboratory Analysis. EMC shall perform the necessary testing and laboratory analyses as
required by the City's current NPDES permit as well as for process control. EMC shall
prepare all NBDES and state permit monitoring and operation reports and submit them to
IDEM with monthly copies to the City.
Reporting. EMC and the City shall develop reporting and communications procedures
satisfactory to the City. EMC will submit monthly reports to the City and regulatory
agencies in accordance with the mutually established communications procedures.
including reports on effluent quality performance during the month and a lo=o report of all
citizens' complaints. On an annual basis, EMC will provide formal reports to the City on
projection of capital needs.
Records of Operation. EMC shall maintain necessary and sufficient records of operation
and maintenance activities to meet local, state, and federal requirements under NPDES
permit. These records will be the proper~y of the City. EMC will maintain these records at
the Plant site, available for use by authorized City personnel.
Liaison. EMC will be responsible for representing the City ~vith the relevant regulatory
agencies and the City will be informed of all meetings, hearings and relevant information
and will be entitled to participate in any of the above. The Board of Public Works and
Safety for the City shall be the primary contact between EMC and the City.
Safety. EMC shall administer a site-specific safety program to include training, recorct
keeping, and safety meetings, all in conformance with the City safety program. OSHA
regulations, and any requirements of the State of Indiana.
Training. EMC shall implement an ongoing training program, with classroom and
hands-on training for all personnel. Training will include, but not be limited to safety,
Plant operations and maintenance, Collection System cleaning and maintenance and
laboratory operations and maintenance.
Insurance. EMC shall maintain the following insurance during the term of this
Agreement:
A. Worker's Compensation As Required by Statute
Comprehensive General Liability:
i Bodily Injury & Property Damage
Personal Injury Liability
$1,000,000 per occurrence
$2.000,000 aggregate
$1.000,000 aggregate
Comprehensive Automobile Liability:
i. Bodily Injury & Property Damage
Combined
$1.000.000 per occurrence
D. Professional Liability
$1,000,000 per occurrence
E. Umbrella Coverage
$5.000.000
EMC shall fu~ish the City with satisfactory proof of such insurance, and each policy shall
require a 3 O-day notice of cancellation or material change to be given the City while this
Agreement is in effect. These policies will be in effect at the time EMC takes possession
of the Plant. The City of Jeffersonville and the Sewer Department shall be listed as
additional insureds in the Public Liability Policy.
Performance Bond. EMC shall provide to the City an acceptable Performance Bond in
the amount equal to the first year's compensation and maintain such coverage for the first
year of this Agreement. which shall be security for the performance of EMC's obligation
under this Agreement. The Bonding company shall be rated at least A-10 by Best's Rating
Guide and be licensed to do business in the State of Indiana.
On each annual armiversary of this contract, the City shall have the right to decide ifa
Performance Bond is required for the st/bsequem contract year. Should the City decide to
cancel the Performance Bond. a reduction for the cost of the Bond will be applied to the
annual compensation paid to EMC.
Odor Control. EMC shall operate the Plant and Collection System programs to minimize
the generation of odors through an ongoing odor control program and deal in a concerned,
professional manner with any individuals or community groups concerned with odors.
EMC shall operate the facilities at its high standard of physical appearance consistent with
all EMC-managed facilities.
Grounds Maintenance. EMC shall be responsible for ail grass moxving, trimming, or
other grounds maintenance of the Plant and associated ~vith the CSO facilities and
pumping stations utilizing the City's equipment
Capital Budget Submission. EMC shall be knowledgeable about the City's capital
expenditure program for the Plant and Collection System. Within 90 days from the
commencement of this Agreement, EMC shall submit a recommendation of capital
improvements EMC believes necessary to upgrade the Plant and Collection System
covered under this Agreemem. Annually thereafter, prior to a date selected by the City,
EMC shall submit its recommendations regarding additions to or deletions from the City's
scheduled program. EMC will submit a detailed rationale for any changes or additions.
and preliminary cost estimates. Review ~and approval of these capital expenditui'es shall
remain the authority of the City.
Inventory. Within 90 days from the commencement of this Agreement, EMC shall
submit an inventory of the equipment, tools, materials, consumables and expendable
supplies, and spare parts at the Plant and at the Sewer Department. The City shall have 20
days to verify and accept EMC's list. At the termination of this Agreement, EMC shall pay
the City in the event that the inventory of these items is less at the time of termination than
this initial inventory. EMC agrees to maintain an adequate spare parts inventory for proper
maintenance and repair of the Plant, Lift Stations and proper preventive maintenance of the
Collection System.
Any purchase 'bf eqmpmem, tools, materials, supplies, spare parts, or capital improvements
shall upon the purchase thereof become the sole and absolute property of the City subj ocr
ro only the terms of this Agreement. At the termination of this Agreement~ all said items
shall be turned over to the City. Only purchases of items by EMC which are outside the
scope of this Agreement and are not directly or indirectly reimbursed by the City, including
ali EMC sludge equipment shall be titled in and remain the property, of EMC. It is
understood by the parties that the vehicles purchased by EMC for the use of the Facilities
Manager and the Proj oct Manager will remain the property of EMC.
Pretreatment Program. EMC will oversee the administration of the City's Industrial
Pretremment Program (IPP). EMC will identify major industrial discharges and coordinate
the planning, sampling, analytical testing, reporting and development of the City's IPP.
Emergency Response Plan. EMC will develop, maintain, and implemenr if necessary an
emergency response plan for the Plant. EMC will submit its proposed plan to the City for
~ts approval within 120 days of the initiation of this Agreement.
Engineering Management Services. EMC shall provide the services described below
through James E. Traylor. PE
1. Provide project management services to the City, specifically,'the City Engineer;
2. Provide liaison services among City administration and the engineering and
construction firms contracted by the City;
3. Prioritize projects for better utilization of equipment and manpower; and
4. Recommend projects to the City with estimated costs.
III. RESPONSIBILITIES OFTHECITY
The City shall provide for EMC's use all equipment, structures, vehicles, and facilities
under its ownership presently assigned to the Plant and Collection System. The City will
be responsible for the cost of replacing these items, including the vehicles presently
assigned to the facilities as listed on Appendix B.
The City shall maintain alt existing licenses, permits, and agreements that have been
granted to the City as owner of the equipment and Plant and shall procure all others
necessary to ,operate and maintain the Plant covered by this Agreement.
City Insurance. The City agrees to purchase and maintain property and structures liability
insurance and earthquake insurance policies, including extended coverage plus vandalism
and malicious ~ischief to the full insurable value of the Plant and Collection System and
all City-owned-vehicles.
Collection System Repairs. The City agrees to take responsibility for all repairs to the
sanitary sewers, combined sewers, force mains, and CSO's. Accordingly, EMC shall not
be responsible for any fines related to the operation and maintenance of the collection
system, caused by the need for repairs for which EMC identified and notified the City and
for which the City failed to authorize and conduct appropriate corrections.
Vehicle Maintenance and Repairs. The City agrees to take responsibility for all
maintenance and repairs to all vehicles assigned to the wastewater treatment plant and
collection system as operated by EMC. These vehicles include those items listed in
Appendix B to the Agreement as well as any additions to this listing throughout the term of
this Agreement.
IV. COMPENSATION
Expenses. EMC shall pay all expenses required for the normal operation and maintenance
of the Plant and Collection System including, but not limited to personnel costs, fuels,
chemicals, utilities, services, spare parts, materials and expendable supplies.
Examples of items not paid for by EMC include, but are not limite~l to. the following:
· Change in scope of services
· Capital expenditures as defined hereinafter
· Any damages which result from an Act of God, the City, or any third party
· Collection System repairs
· Vehicle maintenance and repairs
Wastewater Flows and Loadings. At the end of the first twelve months of the 2000
Restated Agreement, EMC will submit the following data to the City for the purposes of
establishing benchmark flows and loadings for the Facilities.
2000 Restated Affreement
Annualized Average Daily Flow: mgd
Annualized Average Daily Influent CBOD: lbs.
Annualized Average Daily Influent TSS: lbs.
Annualized Average Daily Ammonia (NH3-N): lbs.
Upon the City's approval of this data, the above blanks will be filled in with the
appropriate'figures and will serve as the benchmark data for this Agreement. If during any
twelve-month period the average flow and/or loadings increase or decrease by 10%or
more. the compensation to EMC shall be adjusted upward or downward tc reflect the
change in EMC's costs. The parties shall negotiate an adjustment to reflect actual costs
incurred by EMC, tc the extent that such data are available, can be associated with
increases or decreases in flow and/or loadings, and are shown to be m excess of the EMC
share of surcharge fees.
Compensation. During the first twelve months, the City shall pay EMC. as compensation
for the services to be performed as described in this Agreement, the sum of $115.700.00
per month ($1,388,400.00 annually) with adjustments as specified hereinafter. Monthly
payments are due the 10th of each month for which services will be rendered, upon
presentation of invoices by EMC. Late payments shall accrue interest at the then current
prime rate plus one percent per annum on the unpaid balance.
The annual compensation shall be subject to CPI adjustmem on April 30, 2000. and each
April 30 thereafter. The adjustmem will be based upon the percentage change in the CPI-
Mid West Size D for the entire period preceding each adjustment date. Annual
compensation adjustments will be cumulative. Notwithstanding the actual percentage
change in CPI, it is agreed that the minimum amount of the adjustment based on the CPI
change shall be 3% annually and the maximum amount shall be 6%. (See the "Example
contained in "Appendix C" which is an example only and does not predict the actual
monthly compensations for future years of this contract)
Retraining and Placement Component Compensation. During the first twelve months,
the City shall pay EMC a maximum sum of $13,000 per month to cover the salary,
benefits, training and outplacement of those individuals identified as excess work force.
This component will be adjusted over the first twelve months, beginning with the third
employee reduction, as follows:
* A 100% reduction amounting to the salary and benefits of each individual either
leaving the employment of EMC in the first two weeks of operation or at any
time during the twelve months if the person is awarded another job with the City
of Jeffersonville Said reduction will occur in the month succeeding said
placement.
* A 70% reduction amounting to the salary and benefits of each individual lea¥ing
the employment of EMC at any time during the twelve month period after the
first two weeks of the Agreement.
Electricity Cap. EMC will cap the City's annual electricity cost at for the Plant only at
$155,432.00. Any electricity costs above the cap will be reimbursed by EMC within 60
days of the ~nd of the contract year. The electricity cap is based upon PSI Rate HLF al: the
Treatment Plant.
Electricity Adjustment. The annual electricity cap of $155.432 shall be adjusted
annually, if n~cessary~ on January 1,2001 and annually thereafter by the percemage change
in electricity rares that may occur during the period preceding each adjustment date and the
actual electrical costs of new units added to the wastewater treatment system Adjustments
will be cumulative from year to year and be retroactive back to the date of the rate change.
Industrial Surcharge Fees. The City shall compensate EMC for increased operational
costs associated with loadings from industrial discharges to the wastexvater system in
excess of limitations defined in the Sewer Use Ordinance. The rate of this compensation
shall be eight percent (8%3 of the total surcharges collected by the City and shall be paid to
EMC within 60 days of the end of the month in which the surcharge was collected.
Staffing. EMC's compensation amount above includes assumption of the entire City staffs
for wastewater administration, wastewater treatment, plant and sewer maintenance, and
Collection System m place at the commencement of this Agreement. Accordingly, under
no circumstances, except for cause, will any employee employed on the date of this
Agreement lose their job for a period of one year.
10
All employees will be provided with a pay rate and employment benefits package
comparable to the level of pay and benefits provided by the City. Additionally. all
employees will be protected from losing accrued leave benefits. EMC's plan for future pay
increases is performance/responsibility based
If at any time. the number of employees assigned to this Agreement fails below 15. the
City will be notified and the cost of the employee's salary and benefits will be-rebated to
the City. This rebate will continue for only the period the staffing level remains under 15.
This rebate will be effective the first day of the month following the reduction.
Annual Maintenance and Repair Costs. EMC shall pay all individual repair parts.
matntenance materials and maintenance services items under $1,000, excluding EMC
labor, during the term of this Agreement. Maintenance or repair items that have a
reasonable cost in excess of $1.0013 shall be paid for by EMC and charged against the
Repair and Replacement Budget. Any maintenance or repair item that has a reasonable
cost ~n excess of $5.000 shall be approved by the Board currently overseeing the operations
of the Jeffersonville Sewer Utility.
For the entire length of this contract, the annual Repair and Replacement Budget shall
remain static at $100.000. Monthly reports will be prepared by EMC and given to the City
to adequately track the status of this budget component. During any contract year. amounts
expended by EMC which aggregate to a total less than this $100.000 threshold wilt be
returned to the City in full within 60 days of the end of the contract year.
On the basis of EMC's evaluation of the facilities under the scope of services of this
Agreement, it is not anticipated this $100.000 be exceeded except in the case of major
equipment failures and/or capital improvements. In these instances. EMC will work with
the City to explore all alternatives available that will result in the most cost effective
solution to the need for additional Repmr and Replacement funds.
Capital Expenditure. For the purpose of this Agreement, a capital item will be defined as
any item of equipment or repair that represents a non-routine type of purchase or repair and
costs $2.~)00 more. Ail capital replacements which are to be charged against the Repair
and Replacement Budget fund shall be submitted to the City for approval prior to
proceeding with the replacement, except in cases of an emergency. Each request will
identify cause for repatrs, estimated costs for repairs, cost for replacement, justification and
degree of urgency for replacement.
V. ~IlSCELLANEOUS
Term. The term of the 1994 Agreement as amended is extended for an additional three
(3)- year period commencing May 1. 2001, and expiring April 30.2004. Each twelve-
month calendar period in the Term ~"Term') shall be referred to as a "Contract Year".
The 2000 Restated Agreement may be extended at the option of the City for two (2)
additional one ~ I)- year periods under the same terms and conditions as stated m the 200
11
Restated Agreement. The City will notify EMC in writing of its desire to exercise same
within one hundred twenty ( 120~ days prior to the expiration of this 2000 Restated
Agreement.
Termination. Either party to this Agreement may terminate this Agreement upon material
breach or an unsatisfactory level-of performance by the other party providing such
terminating parry first provides written notice of such breach to the other parry.and
assuming that such breach of performance issue is not corrected within 90 days. In this
event. EMC shall continue to provide the operations staff for a period of at least 90 days
beyond the date of termination at cost plus 12%.
Repre.sentative. The City will inform EMC in writing at the inception of this contract the
name and title of the City's authorized representative.
Warranties and Guarantees. EMC shall assist the City with enforcement of existing
equipment warranties and guarantees and maintain all warranties on any new equipment
pumhased after the Agreement is executed. The City shall cooperate with EMC on any
existing guarantees and warranties for the mutual benefit of the City and EMC.
Noncollusion. EMC certifies, under the penalties for perjury, by the signature of the duly
authorized corporate representative below, that it has neither g~ven nor received anything
of value other than the consideration set forth herein, to secure this Agreement with the
City of Jeffersonville. Indiana. It further certifies, that EMC has not promised anything of
value to any agentl employee, or officer of the City of Jeffersonvitte nor colluded with
them to obtain this Agreement.
Scheduled Meetings. EMC shalI meet with the designated City represemative at the
City's convenience, at least on a monthly basis. The purpose of these meetings will be to
discuss the operations at the Plant and Collection System with special emphasis placed on
items that are ~nique or are funded by the City's maintenance and repair budget.
Existing Laws. EMC shall comply with all applicable local, state, and federal laws and
regulations as they pertain to the Plant and Collection System.
Changes. In the event that any changes in the scope of the operation of the Plant and
Collection System shall occur including, but not limited to changes in governmental
reguIations or repomng requirements, effiuem standards, pretreatment programs and
testing, Collection System cleaning reqmremenrs, sludge disposal restrictions, or changes
in scope of services in Article II of this Agreement, which increase the cost of operating
the Plant and/or Collection System, EMC shall be entitled to additional compensation
which shall be retroacnve to the date of the change and negotiated by the parries within 90
days.
Any changes in scope of serv'ices which decrease the cost of operating the Plant and/or
Collection System shall entitle the City to a reasonable amount of reduction in the
operation and maintenance budget, also retroactive to me date of change.
12
Hold Harmless. EMC agrees to and shall hold the City, its elected and appointed officers,
and its employees harmless from any liabilities for claims or damages for personal injury
or property damage which is caused by, or arises from the negligence of EMC. Such
indemnification shall include, but not be limited to, indirect consequential and pollution
damage. In turn, the City agrees to and shall hold EMC. its officers and its employees
harmless from any liabilities for claims or damages for personal injury or property damage
that is caused by, or arises from, the negligence of the City.
Comparative Responsibility. In the event that both EMC and the City are found by an
independent fact finder to be negligent, and the negligence of both is the proximate cause
of such claim for damage for personal injury or property damage, then in such an event
each party shall be responsible for the portion of the liability equal to such party's
comparative share of the total negligence.
Waiver. The failure on the part of either party to enforce its rights as to any provision of
this Agreement shall not be construed as a waiver of its rights te enforce such provisions in
the future.
Assignments. This Agreement may not be assigned by either party ~vithout the prior
written consent of the other party unless such assignment shall be an affiliate or successor
of either party.
Nondiscrimination. EMC agrees and shall refrain from unlawful discrimination in
employment.and undertakes affirmative action to ensure a quality of employment
opportunity and eliminate the effects of past discrimination; shall comply with procedures
and requirements of the State Human Rights Department's regulations concerning equal
employment opportunity and Affirmative Action: and shall provide such information, with
respect to its e :mployees and applicants for employment and assistance as the department
may reasonably request.
Relationship. It is understood that the relationshil~ of EMC to the City is that of an
independent contractor and that none of the employees or agents of EMC shall be
considered employees of the City.
Force Majeure. Each party's performance under this Agreement shall be excused if the
party ~s unable to perform because of actions due to causes beyond its reasonable control,
including but not limited to Acts of God. the acts of civil or military authority, floods.
epidemics, quarantine restrictions, nots, strikes, and commercial impossibility. In the
event of any such force majeure, the parry unable to perform shall notify the other party
within 24 hours of the existence of such force majeure and shall be required to resume
performance of its obliganons under this Agreement upon the termination of the
aforementioned force majeure.
Authority to Contract. Each party warrants and represents that it has authority to enter
into this Agreement. The City warrants, represents and certifies that it has appropriate
D
funds available for payments to EMC required by this Agreement. If City is unable to
provide appropriate funds. EMC shall have the option of terminating this Agreement.
Access. EMC agrees to allow City officials access to the Plant covered by this Agreement
during normal working hours.
Notices. All notices shall be in writing and shall be delivered in person or transmitted by
certified or registered mail, return receipt requested. Notices required to be given to EMC
shall be addressed to:
Environmental Management Corporation
689 Craig Road
St. Louis. Missouri 63141
Attention: Mr. Michael S McKee. President and C.O.O.
Notices required to be given to the City shall be addressed to:
City of Jeffersonville
City-County Building
Jeffersonville, IN 47130
Attention: Mayor Thomas R. Galligan
IN WITNESS WHEREOF, the parties sign this Agreement as of the date first above written.
WITNESS:
Peggy Wl"kt'er, Clerk-Treasurer
WITNESS:
ENVIRONMENTAL MANAGEMENT
CORPORATION
14
APPENDIX B: VEHICLE INVENTORY TABLE
Unit No.
2875
2412
3629
4306
4307
4318
4340
4342
4450
4880
5001
5002
5869
6412
6835
6826
7129
7155
8090
8160
8945
3004 L
3004 S
Year Description
1988
1986
1991
1991
1991
1987
1987
1987
1989
1990
1991
1991
1976
1990
1991
1991
1987
1987
1975
1985
1980
Ford F- 700 Dump
Chevrolet C-IO Van
Dodge Spirit
Ford LNT-8000 Semi
Ford LNT-8000 Semi
Dodge Ramcharger
Dodge Ramcharger
Dodge Ramcharger
Ford F-800/JeO
Wells Cargo T. V. Trailer
Fruehauf Dump Trailer
Fruehauf Dump Trailer
Case 580CK Backhoe
Dodge D-250 Pickup
John Deere Model 2755
John Deere Model 2755
Ingersoll Air Comp
Ford F~150 Pickup
Dodge D-200 Utility
American Vac-All Unit
Ford F-700 Dump
Floater. Liquid
Floater. Solid
16
APPENDIXA: EFFLUENT QUALITY GUARANTEE
EMC will operate and maintain the Wastewater Treatment Plant so that the effluent discharged will
meet the requirements of the NPDES permit number IN0023302 expiration date of April 30. 2004.
EMC will be responsible for meeting the effiuent quality requirements of the NPDES permits unless
one or more of the following occurs:
The influent to the treatment plants does not contain adequate nutrients to support operation of
biological processes and/or contains biologically toxic substances that cannot be removed by
existing process and facilities (see Definitions belowj.
Discharges into the City's sewer system violate any of the regulations stated tn the Czty s Sewe
Use Ordinance.
The flow. influent BODs and/or influent TSS is greater than the plant design parameters, which
are the following:
Average Flow
Peak Flow
Influent BOD5
Influent TSS
Influent Ammonia
5.2 MGD
22.8 MGD
10,581 lbs~day
l O, 124 lbs~day
867 lbs~day
If the Treatment Plant can operate only at a reduced capacity due to construction activities, fire.
flood, adverse weather conditions, labor disputes or other causes beyond EMC's control.
In the event that infiuent and effluent metals concentration become excessive, then the City
agrees to reduce the levels of contributions by permittees of the City's Sewer Use Ordinance to a
level which allows the treatment plant to resume compliance with their respective NPDES
permits.
Definitions:
Adequate Nutrients: Treatment Plant influent nitrogen, phosphorus and iron in percentages as they
relate to BOD5 as follows: Nitrogen-5%: Phosphorus-l%: Iron-.5%
Biologically Toxic: Any substance or combination of substances contained in the influent to the
Treatment Plant in sufficiently high concentrations so as to interfere with the treatment processes
necessary for the removal of organic and chemical constituents of the wastewater required to meet the
discharge requirements of the City's NPDES ,vermit.
15
AMENDMENT TO AMENDED AGREEMENT FOR CONTRACT oPERATIONS
OF THE CITY OF JEFFERSONVILLE
This Amendment ;vith an effective date of September 1,2001 to the Amended
Agreement for Contract Operations of the City of Jeffersonville Wastewater System,
dated December 28, 1999 ("Amendment") between the City of Jeffersonville, a
municipal corporation in the County of Clark, State of Indiana, acting through its Sewer
Board (hereinafter "City"), and Envtrornmental Management Corporation, a Missouri
limited liability corporation with its principal place of business at t 01 N.W; First Street,
Suite 118, Evansville, Indiana (hereinafter "EMC"):
RECITALS
WHEREAS, on December 28, 1999 the City and EMC entered into an Amended
Agreement for Contract Operations of the City of Jeffersonville Wastewater System
(hereinafter, "Agreement"); and
WHEREAS, the City and EMC now wish to amend said Agreement with regard
to the Scope of Service. Engineering Management Services and Compensation.
NOW THEREFORE, the City and EMC hereby agree as follows:
1. Remove in its entirety the Section to Article II Scope of Services on page 8
Engineering Management Services.
2. The Cbmpensation amounts of $115,700.00 per month or $1,388,400.00 per year
detailed in Section entitled "Compensation" in Article IV-Compensation on page
9 of the Agreement which have changed over time by Agreement to $123,037.07
and $1,476,444.84 respectively, shall be changed to $110,537.06 per month or
$1.326.444.84 per year.
3. Page S, ("Electricity Adjustment."): After this paragraph, amend the following
paragraph:
Industrial Surcharge Fees. The City shall compensate EMC for increased
operational costs associated with loadings from industrial discharges to the
wastewater system in excess of limitations defined in the Sewer Use Ordinance.
The rate of this compensation shall be fifty percent (50%) of the total surcharges
collected by the City' and shall be paid to EMC within 60 days of the end of the
month in which tb.e surcharge ;vas collected.
IN WITNESS WHEREOF, the City of leffersonville, a municrpaI corporation in
the County of Clark, State of Indiana acting through its Sewer Board and Environmental
Management Corporation a Missouri limited liability corporation with its princtpaI place
of business at 101 N.W. First Street. Suite 118. Evansville. Indiana. sign this Amendment
with an effective date of September I, 2001.
ATTEST:
ATTEST:
CITY OF JEFFERSONVILLE
[RONMENTAL MANAGEMENT
CORPORATION
Jacy. Da3&s,t~ice Presiden
DATE
/ /
DATE
I
I
I
I
i
AMENDMENT TO AGREEMENT FOR CONTRACT OPERATIONS
OF THE CITY OF JEFFERSONVILLE
This Amendment with an effective date of tO the Agreement
for Contract Operations of the City of Jeffersonville Wastewater System, dated December
28, 1999 ("Amendment") is between the City of Jeffersonville, an Indiana municipal
corporation located in Clark County, Indiana, (hereinafter "City"), and EMC of Indiana,
LLC, a Delaware limited liability corporation with its principal place of business at 10I.
· N.W. First Street,'Suite 118, Evansville, Indiana (herelnaf~er EM ). - ' · - -
p,_ECITALS
WHEREAS, on APril 25, 199'4 the City and EMC originally entered into an
A~reement for Contract Operations of the City of Jeffersonville Wastewater System
(hereinafter, "Agreement"); and
~,~rlEREAS, the Agreemem was amended on March 25, 1996, December 28,
1999, and October 22, 2001; and
WHEREAS, the City and EMC now wish to again amend the Agreement to
provide longevity pay for former City employees who are now employed by EMC and
work at the Jeffersonville Wastewater Treatment Facility.
NOW THEREFORE, the City and EMC hereby a~ee that the following
paragraph will be added to the Agreement in Section IV. COMPENS32TION just prior to
the paragraph entitled "Retraining and Placement Component Compensat~o :
,,Longevity compensation. On or before December I, of each year, beginning with
2001, EMC will pay a longevity bonus to those employees of EMC who: 1) were
employees of the City on April 25, 1994, and 2) continue to work at the Jeffersonville
Wastewater Treatment Facility, equal to $200 per year for each year the employee
worked for the City prior to 1994, but limited to $4,000.00 per employee. Within fifteen
(15) days after receiving certification of EMC's payment of the longevity bonus as
required by the terms of this contract, the City will pay to EMC a sum equal to'the
longevity bonus."
IN WITNESS WHEREOF, the parties have executed this Amendment, this
CITY OF JEFFERSONVILLE '"'
. - . . 5..'-.-~.:. .''~ :.
' T&ora~ R. Gallig~n,tMa.~or ~)
~e~g~er, Clerk-Treasurer
EMC OF INDIANA, LLC
j a~/k/j.- D anks,tj~ic~(.P~sident ~
AMENDMENT TO AGREEMENT FOR
CO,.N~fKACT OPERATIONS OF THE
CiTY OF JEFFERSONVILLE, IN~DIANA
WASTEWATER SYSTEM
This Amendment to Agreement for Contract Operations of the CiD' of Jeffersonville,
Indiana, Wastewater System, dated March 25, 1996 ("Amendment") between the City of
Jeffersonville Indiana.. a municipal corporation in Clark County, Indiana, acting through its
Board of Public Works and Safety (her=inafter "City") and En'vkonmental Management
Corporation. a Missouri corporation with its principal place o.? business at 689 Craig Road, St.
Louis. Missouri (hereinafter "EMC"):
Recitals
Wherca& on April 25, 1994, the City and EMC entered into an Agreement for Contract
Operations of the City of Jeffersonvil!,~. Indiana. Wastewater System (hereinafter. "the
Agreement"): and
Whereas. the City and EMC n,~w desire to amend the Agreement to change the scope of
services; and
WhereaS. the City and EMC nc w desire ro amend the Agreement to increase the term of
the original Operation and Maintenance Agreement,
Now therefore, the City of JeffersonviHe. indiana acting through its Beard of Public
Works and Safety and Environmental Management Corporation hereby amend the Agreement for
Contract Operations of the City of JeftersonviIle. Indiana, Wastewater System. dated April 2,5.
1994. in the following respects:
13 The last two bul!ets on page one frgliowing t~e ~entenee. The Collection System
will be operated-and maimaine:l s~ as to:. shall be stricken in their entirety and replaced with the
following:
· l~dentify sources of problems within the sewer system through inspection,
monitoring and investigation: this includes EMC working with the City's
bu[Iding commissioners staff with inspection oi ail new sewer taps and
assisting builders in locating existing sewer mains and taps:
Clean ar.c maintain samta:y sewers, combined sewe~ forced mains,
CSO's on a daily basi~ co ensure wastewaters are transported to the
wastewater treawnent facilities in compliance with the NPDES permits.
Clean maintain and repair llft stations on a daily basis to ensure waste
wat::.~ are trar:~ported to the wastewater treatment facilities in compIiance
,.vkh the N?DES permits:
2.) The last sentence in t~.e paragrapk begmmng "inventory" on page six shall be
stricken in its entirety 'and rephced w~th the following:
E. MC agrees to. maintain an adequate spare p~ rt= inventory for proper maintenance
and repair of the Plan.. Li[~ Stations and proper preventive maintenance o~
Collection System.
3.) The t'ol!owing two paragraphs are to be added as the last i:ems on page six. under
the heading IlL "Respon,ibilities of the City":
Collection S>stem Repairs. The City agrees ~o take re~ponsibili:y for all
repairs to the ~anitary sewers, combined sewers, force mains, and C80's.
Accordingly, EMC sMI1 not be responsibl* for any fines related to the o~ration
and maintenance of Cae collection system, caus=~ by the need for repatrs for
which EMC identified ann notified the City and for which t~e City failed to
authorize and co,dUCt appropriate co~tions.
Vehicle Maintenance and Repairs. Tt~e City agree~ to take
r~ponsibility for alt maintenance a~.d repairs to all vebicle~ assigned to lhe
wastewater treatment plant and coliectioa system as opiated by EMC. Thee
vekicle~ include thos~ items listed in Appendix B to the Agreement as well as any
additions to this listiqg ~roughout the term of this Agreement.
4.) The following two bullets are to be added as t~e test two items on page ~ev*~,
under the paragraph titled "Expenses" in section IV. "Compensation":
Collection System repairs
Vehicle rnalntenanCe and repair~
5.) Th~'folIowings paragraph shall be added at th~ bouom of page seYen in the sub-
section titled "Compensation" ia section iV. "Compensation":
Or~ Apri(!, 1996. compensa(icn being paid to EMC is S101,509.10 monthly,
$1,218.109.20 annually. Thais monthly amount will be reduced to $92,2,16.52
monthly, $1,106 958.20 annually effective wi~h the execution of this Amendment
to reflect the change :n the scope of EMC services as agreed in this Amendmem.
Said new amount will lac ~ubject to annual CPi adjusted as and when originally
agreed in the Agreement.
As a result o5 the reduatton m v;c, rkforce anticipated April 1, 1996, EMC will
acura emplo)ee severance costs of $3.915.90. The City agrees to pay EMC an.
additional one nme cost of $1,957.95 for the City's share of those employee
save:anco costs. EMC will also mcure employee vacation costs of $4,440.56, and
the City agrees to pay ti'tis cost. These costs will be added to the invoice for
~ervices, rendered in April 1996.
6.) The last sentence beginning whh the word "In" and ending w~th the word C y
~a the ~ub.section titled "Staffing" in section IV. "Compensation" as shown on page eight, shall
be stricken in its entirety and replaced With the following:
15, the City w~II be notified and the cost of the employee's sala~ and ~enefits
wH[ be rebated to the City. Th~s rebate w~ll continue for on]/~e period the
~taffing IeveI r~ma[ns un'er 15. This rebate will be effective the first day o~ the
month follow~ng the reduction.
7.) The first sentence ~n the sub*SeCtiOn dried "Te~n" in section V, "Mi~cetlaneous",
shall be stricken in its e~tire~y aad replaced with the following:
TERM. Service.~ shall commence on May ~. 199~ and ~nd on April 30,
2001, unless the Agre~mem is extended or te~inated as hereinafter provided.
IN WITNESS WHEREOF, t~e pames sign this Amendment I as of the date first written
above.
WITNESS:
WITNESS:
CITY OF JEFFERSONVtLI. E, IN_DIANA
Thoma., R. Oalligan, ~-yot
ENVIRONMENT AL MANAGEMENT
/
· :'~ichaeI McKee. Pres[dent