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HomeMy WebLinkAbout1994 Agreement for ContractAGREEiVEENT FOR CONTRACT OPERATIONS OF TH% CITY OF JEFFERSONVILLE WASTEWATER SYSTEM Tl-fis AGREEMENT, made and entered into tl-ds 25th day of April, 1994, by and between: The City of Jefrersonville, a murdcipal corporation in the County of Clark. State of Indiana, (hereinafter "City") acting through its Board of Publ/c Works and Safety, and Environ. mental Management Corporation (hereinafter "EMC") a Missouri corporation with irs principal place of business at 689 Craig Road, St Louis, Missouri. agree to the following: WHEREAS: City owns a 5.2 MGD wastewater treatment facility (hereinafter "Plant"); WHEREAS: City presently owns approximately 85 miles of sewer collectlonllnes, 28 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 service contract for the operations and maintenance of said Plant and Collection System; NOW THEREFORE. in consideration of the mutual agreements herein contained, and subject to the terms and conditions herein stated, parties hereto agree as follows: I. PURPOSE City agrees to engage EMC as an independent contractor to operate and maintain the Plant mad Collection System programs during the term of th/s Agreement. SCOPE OF SERVICES EMC shall provide the following services under the conditions set forth herein: Plant Operation. EMC shall operate and maintain the Plant so that the effluent discharge meets or exceeds the effluent requirements :stablished by the U.S. Envkonmenta/Protection Agency (USEPA), depending oNy upon the conditions set forth in the Effluent Quality paragraph. Collection System Operation and Maintenance. EMC will operate and maintain the Coliecdon Sys[em in such manner as to extend its useful life. to provide maximum capacities, ro pre.vent unnecessary damage to punic and private property, to minimize incoaveniences by handting interruptions in service, mad to prevent public health hazards. EMC will provide 24 hour per day, seven day per week emergency service and will use iu best eft. or'cs to main~n uninterrupted service to customers. The Collection System will be operated and maintained so as to: ldent/fy sources of problems within the sewer system through inspecuon. monitoring and invesr, igadon: t.his includes inspection of ~ new sewer mos and a.ssis'dng builders in locating existing sewer mains and raps; Clear., maintain and repair sa_n2tary sewers, combined sewers, force mains, lift stations, m,.d CSO's on a dally basis to ensure that wastewaters are transported to wastewater treatment facilities in compliance with N-PDES permits; Page 1 o[ 12 Prevent sewage from bypassing to waters of the State and to protect the Collection System from flooding due to high water, in accordance with Water Pollution Control Acts Amendments, Public Law 92-500, and the Clean Water Acts Amendment; · EHminate potential sources of odors; · Implement a preventive maintenance program to reduce nuisance stoppages; Participate in the implementation and completion of the City's Infiltration/Inflow (17I) Reduction Program's sump pump inspection process: and Implement a customer service program to inspect all sewer related customer complaints and respond to the customer on the results of these inspections. Extensions, AddStions 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 staff the Plant and Collection System with employees experienced and qualified ~n management, administrative and technical areas Of wastewater treatment, process control, wastewarer laboratory analysis, and maintenance procedures for Plant and Collection System facilities and equipment. The Plant operations staff provided 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 project control, management and maintenance applications to ensure compliance with this agreement. This support shall not constitute a claim for additional compensation for EMC. Maintenance blanagement. EMC shall institute a comprehensive preventive maintenance program for a/1 equipment and facilities assigned to EMC by the City through this Agreement and shall mainra, tn all equipment in accordance with the manufacturers' maintenance specifications. 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 ma/ntenance. Records maintained for the Collection System will include a kistory of work performed, customer complaint and response history, cost records, and stock inventory of materials and supplies. In the event any property owned by the City entrusked tc the use of EMC is damaged due to improper maintenance, negligence, action or inaction of EMC, EMC shaL bear the expense of replacing that property. However, nor'mM wear and tear of property shall be excluded. In.formation Systems. EMC will ins~a!l computer hardware and software proven to be effective in management of scheduled and t:revendve maintenance, process control, supercisory management, report/rig, records documentation, energy and laboratory management and indus~ai waste monitoring. This equipment and software will be purchased at EMC's expense and shall remmn the property of EMC: ENIC s~f will be traLned in the use of these computer systems and processes. Page 2 of 12 ,Effluent Quality. EMC shall operate and maintain the Plant in such manner that be effluent quality is maintained at al/ times at a level equal to, or be~r than the effluent requkements established by the Environmental Protection Agency in the NPDES permit. EMC will guarantee effluent quality up to design flows and loadings. (See Appendix A.) Fines. EMC shall be responsible and I/able for penalties or times without any dollar I/mit wh/ch may be imposed b7 the USEPA. the Indiana Depa. rtrnent of Environmental Management CE)EM) or any other regulatory agency having jurisdiction for any effluent quality violations which result due to problems associated with lack of adequate process control or improper operations of Plant resulting from EMC's negligence, action or lack of action. EMC shall not be Liable, however, if ir 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 wNch result due to problems associated with the lack of adequate CSO mgulation 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 resulting from inadequate or non- permhted facilities or flows exceeding design capacities. EMC shall also be responsible for times or penalties without any dolt~ I/mit 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 ftc m EMC's negligence during the period of t/ds Agreement. Corrective Action. In the event that the effluent quality is no[ in compliance with the effluent requirements of NTDES 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 DEM regulations. At the inception of this Agreement. EMC wiI1 coordinate the treatment sludge disposition using a landfill process az has been past practice with the cost Of thSs prograra incorporated into the compensation to be paid EMC. Within 360 days from the commencement of this Agreement, EMC shalI submit an analysis of ahemative treatment sludge disposition methods_ including land application, to determine the most cost effective and environmentally appropriate means. Handling and Disposal of Contaminated Sludge. ~ the knfluent cont~uns abnormal or biologicMly toxic substances which cannot, with reasonable processing and treatment, be removed or brought within tolerable limits, the sludge from such influent shall be deemed cc ntxminated. EMC shall make every effort to isolate such conta.m2nated sludge consistent with current USEPA mad IDEM guidelines. The City shall reimburse EMC for overtime-and costs directly related to the disposal of the conr=~-ninated sludge plus a 10% administrat/ve fee. If, after maMng ali reasonable efforts to process and treat it. any sludge from tee Plant is classified as hazardous wazte as defined by USEPA, which means that the regulatory agencies r~quire the sludge to be transported to a designated hazardous ,a'azte landfill. EMC shall notify the City and request permission to transport the sludge to a designated landfi/1. The City shaI] reimburse EMC for the cost of overtime, transport, landfill fees and any outter out-of-pocket costs associated with the handiing and disposal of the sludge plus a 10% administrative fee. Page 3 ol 12 Sei~tlc Sludge Disposal. EMC shall allow licensed (City approved) s~ptic tank hauling centractors to dump septic sludge into the Plant at the designated ama provided ail of the following are rue: Such w~tes are free from organic or inorganic toxic substances (either biologically toxic, or otherwise), which cannot be ~reated. removed, and reduced to a non-toxic sma: in the treatment faciJ2ty; such waste does not contain any substances, the discharge of which into the receiving sma_m would violate any Federal. interstate, Sram, or City rules, requirements, standards, or regulations: and amounts of BOD and suspended solids conr2dned in such waste do not exceed the design loading of the Facility. Ali fees applicable to septic sludge durnplng shall be design loading of the Facility. All fees applicable to septic sludge dumping shall be billed and collected by the City. Se[ dc sludge dumphng shall be allowed during normal working hours, five days per week. Ali septic sludge hauling con=actors requesting approval for dumping sludge ar the treatrnen[ plant shall be subject to approval by the City. EMC has the right to refuse any septic sludge materials which do not meet City criteria. Test-lng. EMC shall sample and perform the appropriate influent, effluent, s~ream and sludge resting as outlined in the City's NTDES permit. Should the scope or frequency of testing change due to the requiremenns of these permits or to any regulatory or administrative action, EMC's compensation may be adjusted upward or downward after negotiation with the City to reflect the change in irs costs. Laboratoo' Analysis. EMC shall perform the necessary testing and laboratory analyses as required by the City's current NTDES permit as well as for process control. EMC shall prepare ail N~DES and state pe r-mil monitoring and operation reports and submit them to IDEM with monthly copies to the City. Reporting. EMC mad the City shall develop reporting and communications procedu[es satisfactory to the Cky. EMC ,Mil submit monr. hly repons to the City and regulatory agencies in accordance with the mutually establ/shed communldations procedures, including reporu on effluent quality perforniance during the month and a log report of all citizenS' complaints. On an annual basis. EMC will provide formal repoms to the City on Projection of capital needs. Records of Operation. EMC shall maintain necessary and sufficient records of operation and maintenance acdvkies to'~neet Iocal, stsre, mad federal requirements under N'PDES 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 resoonsible for representing the City with the relevant regulatory agencies and the City will be info'ned c f ail meetings, hearings and relevant inform zrJon a.ad w[It be entitled to pantictpate ~ any of the above. The Board of Public Works and Safety for the City shMl be the primary contact be~een ENIC and the City. Safety. EMC shall administer a site-specific s~fety program to Include training, record keeping, and safety meetings, ail in conformance with the City' surety progrm'n. OSHA regulations, and any requiremenr-s of the Stat: o[ Indiana. Training. EMC shall implement an ongoing training program, with classrocm and h~ds-on tr~2ning [or ail personnel. Training will include, but not be limked to safety, plant operations and maintenance. Collection Sysmm cleaning and maintenance and laboratory operations and maintenance. Pa. g9 4 of 12 ,, Insurance. EMC shall maintain the following insurance during the arm of ~his Agreement: Worker's Compensation As r~quired by smmm Comprehensive General Liability: i. Bodily Injury'& Proper9, Damage ii. Personal Injury Liability $1,000,000 per occurrence $2,000,000 aggregate $ t,000,000 aggregate Comprehensive Automobile Liability: i. Bodily Injury & Property Damage Cc mbined $1,000,000 per occurrence D. Professional Liability $1,000,000 per occurrence E. Umbrella Coverage EMC shall fumlsh the City with satisfactory proof of such insurance, and each policy shall . required a 30 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 Deparnnent shall be listed as additional insureds in the Public Liabilky Policy. Performance Bond. EMC shall provide to the City an acceptable Performance Bond in the amount equal to the first year's compensation and mainta/n 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 anniversa_p' of this contract_ the City shall have the fight to decide if a Performance Bond is required for the subsequent contract year. Should the City decide to cancel the Performance Bond, a reduction for the cost of the Bond wi. Il 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 progrm'n and deal ha 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 lVlaintenance. EMC shall be responsible for ali grass mowing, mmming, or other grounds maintenance of the Plant and associated with 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 improvemenu EMC believes necessary to upgrade the Plant and Cc llection System covered under this Agreement. 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 Page 5 of 12 rationale for may changes or additions, and pr~Iiminary costs estimates. Re,dew and ~pproval of these capital expenditures shall remain th~ authority of the City. Inventory. WirJin 90 days from the commencement of this Agreement, EMC shall submit an inventory of the equipment, tools, materials, consumables and expendable supplies, and spare paru at the Plant and at the Sewer Deparanent. The City shall have 20 days to verify and accept EMC's list. At the terraination 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 th.is initial inventory. EMC agrees to maintain an adequate spare panu inventory for proper maintenance and repair of the Plant and Collection System. Any purchase of equipment, tools, materials, supplies, spare parrs, or capital improvements shall upon the purchase thereof become the sole and absolute property of the City subject to only the terms of this Agreement. At the termination of this Agreement. all said items shall be turned over to the City. Only purchlses of items by EMC which are outside the scope of this Agreement mad are not directly or indirecdy reimbursed by the City, including all EMC sludge equipment shall be titled in and remain the property of EMC. It is understood by thc parties that the vehicle purchased by EMC for the use of the Facilities Manager will remain the property of EMC. Pretreat-ment Program. EMC will oversee the administration of the City's Industrial Pretreatment Program (tPP). EMC will identify major indusuSal discharges and coordinate planning, sampling, analytical testing, reporting and development of the City's IPP. Emergency Response Plan. EMC wi21 develop, maintain, and implement if necessary an emergency response plan for the Plant. EMC will submit irs proposed plan to the City for its approval within 120 days of the initiation of this Agreement. RESPONSIBILITIES OF .THE CITY The City shah provide for EMC's use ail 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 replaclrig these items, including the vehicles presently assigned to the facilities as listed on Appendix B, unless the need for replacement is caused by EMC's negligence, acnon, inaction or failure to adequately semite those items. In such a case EMC shall be responsible for the cost of replacement. The City shall maintain all existing Hcenses. permits, and agreements which have been granted to the City as owner of the equil: men[ and Plant and shaH/procure ali 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 mischief ro the full insurable value of the Plant and Collection System and ali City- owned vehicles. IV. COMPENSATION Expenses. EMC shall pay all expenses required for the normJ operation and maintenance of the Plant and Collection System including, but no[ Iirnlted to personnel costs, fuels, chemicals. utilities, semites, spare parts, materials mad expendable supplies. Examples of items not paid for by EMC include, but are not limited to, the following: · Change in scope of services · Capital expenditures as defmed hereinafter · Any damages which result from an Act of God, the City, or any third par[y Wastewater Flows and Loadings. At the end of the first twelve months of the Agreement, EMC will submit the following data to the City for the purposes of establ/shing benchmark flows and loadings for the Facilities. _. , Average Annual Daily Flow: Average Daily Influent BOD: Average Dally Influent TSS: Upon the City's approval of this dam. the above blanks will be filled in with the appropriate figures mad will serve as the benchmark dam for this Agreement If during any twelve month period the average flow and/or loadings increase or decrease by 10% or more. the compensat/on to EMC may be adjusted upward or downward to reflect the change. The parties wili negotiate this adjustment to reflect actua/cost data submitted by EMC, to the extent that such data are available and can be traced ro the flow and loadings changes. Compensation. During the first twelve months, the City shall pay EMC, as compensation for the services to be performed ms described in this Agreement. the sum of $97,624.08 per month ($1,171,489.00 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. Laos payments shall accrue interest at the then current prime rate plus one percent per annum on the unpaid balance. The amount of compensation due to EMC as outlined above may be reduced by a maximum of 15% of the manual overhead and profit line item in the "cost analysis and proposal schedule" of the Cost Proposal submitted to the Cky by EMC based on unsatisfactory levels consistent with the "Quarterly Performance Scorecard" executed by the City and EMC, which is incorporated by reference herein. It is understood that each quzrterly review would place ar r/sk one-qua~er of the maximum manual amount defined above. Of this annual compensation amount. $1,071,489 shg! be adjusted on May 1, 1995 and on every subsequent lvIay I date of the contract term The adjusr~ment wilt be based upon the percentage change m the CPI-Nor~ Central Class D for the enram period preceding each adjustment date. Annual compensation adjus,:ments will be cumulative, Notwithstanding the actual percentage change in CPI. k ~s agreed that the minimum amount of the adjustment baed on the CPI change shall be 3% annua/ly and the maximum amount shall be 6%. (See the "Example" contained in "APPENqDLX C' which is an example only and does nor predict the actual monthly compensations for future years of this contract) Page 7 of 12 Retraining and Placement Component Compensation. During the first twelve months, the City shaiI pay EMC a maximum sum of $13,000 per month to cover thc salary, benefits, training and out'placement of those indi~'iduals identified as excc~s work force. This component Mil be adjusted over the first twelve months, beginning with the third employee reduction, as follows: A 100% reduction mounting to the salary and benefits of each individual either leaving the employment of EMC in the first month 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 placemem. A 65% reduction mounting to the remaining salary and benefits of each individual leaving the employment of EMC at any time during the twelve month period after the first month of the Agreement. In addition to the reductions stated above. EMC shall be responsible to pay any individual leaving the employment of EMC during the twelve month period after this Agreement begins a severance bonus in an amount equal to 10% of the remaining salary and benefits the individual could have earned during that time period. Electricity Cap. EIvlC will cap the City's annual elec~city cost at $169,884.00. Any electricity costs above the cap will be reimbursed by EMC within 60 days of the end of the contract year. The electricity cap is based upon PSI Rate HLF at the Treatment Plant, and PSI Rate LLF at the lift stations. Electricity Adjustment. The annual elec~ciry cap of $i69,884.00 shall be adjusted annually, if necessary on ]ranuary I, 1995 and annually thereafzer by the percentage change in electricity rates that may occur during the period preceding each adjustment date. Adjustments will be cumulative year to yearand be retroactive to the dat~ of the rate change. Staffing. EMC's compensanon amount above includes assumpnon of the entire City staffs for wastewater administration, wastewater treatment, plant and sewer maintenance, and Collection System in place at the commencement of this Agreement. Accordingly, under no circumstances, except for cause wili-;any employee employed on the date of this Agreement lose thei.r job for a period of one year. Ali employees will be provided with a pay rare and employment benefits package comparable to the level of pay and benefits pre vided by the City. Addltionally, all employees will be protected from losing accrued leave benefits. EMC's plan for future pay increases is perforrnance/responsibklity based. In no event shall the number of EMC employees assigned to this project fall below 18 without the prior consent of the City. Annual Maintenance and Repair Coasts. EMC sh~ pay al/individual repair pa.as, maintenance matedals and maintenance services items under $i.000. excluding EMC labor, during the term of this Agreement. Any maintenance or repa:r item which h~ a reasonable cost in excess of gl .000 shall be approved in advance by the appropriate City representative and paid for by EMC and charged agaLnst the Repair and Replacement Bud_*eL For the entire length o~ this concracL the annual Repa/r and Replacement Budget shall remain Page 8 of 12 static at St00,000. Ail expenditures which will be charged against this s~param pool of funds shall be approved in advance by the City. Monthly reports will be prepared by EMC and ~ven to the City to adequately track the sams of rixis budge: component. During any conamc: year. amounts expended by EMC which aggregate to a total less than this $100,000 threshold will be r~mrned 1o the City in full within 60 days of the end of the coneact year. On the basis of EMC's evaluation of the facilities under the scope of services of this Agreement, it is no: anticipated this $10~,000 be exceeded except in the case of major equipment failures andTor capital improvements. In these instances. EMC will work with the City to explore all alternatives available which will result in the most cost effective solution to the need for additional Repair and Replacement funds. Capital Expenditure. For the purpose of ti!is Agreement, a capita/item will be defined as any item of equipment or repair which represents a non-routine type of pumhase or repair and costs $2.000 more. All capital replacements which are :o be charged against the Repair and Replacement Budget fund shall be submitted to the City for approval prior to pmcee'ding with the replacement, excep: in cases of an emergency. Each request will identify cause for repairs, estimated costs for repairs, cost for replacement, justification and degree of urgency for replacement. Use of City Vehicles. City owned vehicles assigned for the use of EMC during the period of th/s contract shall not be used for purposes other than as sated herein for the benefit of the City, without the prior approval of the Cky. MISCELLANEOUS Term. Services shall commence on May 1, 1994, and end on April 30, 199'7, unless the Agreement is extended or terminated as hereinafter provided. The City shall have the option to extend the term fo~ one year from the termination dates and again for one year from the termination of the first kxtension In order to exercise its option, the City must give notice of the extension prior to one hundred twenty (120) days from the date of termination. Termination. Either'parry to this Agreement may terminate this Agreement upon material breach or any unsatisfactory level of performance by the other parry providing such terminating parry first provides written notice of such breach tc the other party 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 period of at least 90 days beyond the date of termination ar cost plus 12%. Representative. The City will inform EMC in writing ar the inception of this contract tke name and title of the City's authorized representative. Warranties and Guarantees. EMC shall maintain ali equipment owned by the City in a manner consistent with the manufacturers maintenance schedules so as to protect the equ,pment and keep valid any warranty wkich may exist. EMC shall assist the City witch enforcement of existing equipment wan-andes and guarantees and maintain ail warranues on any new equipment purchased after the Agreement is executed. The City- shall cooperate with EMC on any existing guarantees and warran=es for the mutual benefit of the Cit'},' and EMC. In the event that EMC fails to properly mainr, ain or seN'ice any equipment EMC shall be Hable Pa~e 9 o~ 12 to the City for any damage to, or devaluation of. the equipment. Noncollusion. EMC certifies, under the penalties for perjury, by the signature of the duly authorized corporate representative below, that it has neither given nor received anything of value other than t.he 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 agent, employee, or officer of the City of Jeffersonvi.lle nor colluded With them to obtain this Agreement. Scheduled Meetings. EMC shall meet with the designated City representative 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 which are unique 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 regulations or reporting requirements, effluent standards, pretreaunent programs and testing, ColLlectiort System cleaning requirements, sludge disposal restrictions, or changes in scope of services in Article 13[ 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 retroactive to the date of the change and negotiated by the parties within 90 days. Any changes in scope of services which decrease the cost of operating the Plant a_nd/or CoUection System shall entitle the City to a reasonable mount of reduction in the operation and maintenance budget, also retroactive to the date of change. Hold Harmless. EMC agrees to and shall hold the City, its elected and appointed officers, and irs employees hm-rnless from any liabilities for clalms 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 linked to. indirect consequential and pollution damage. In mm, the City agrees to and shall hold EMC its officers and employees harmless from any liabilities for cia/ms or daraages 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 persono. I injury or property damage, then in such an event each parry shall be responsible for the pordon of the liability equal to such party's comparauve sh~re of the total negligence. Waiver. The failure on the pa_r~ of e}ther parry to erLeorce irs rights as to any provision of this Agreement shall not be const.med as a wa/vet of its rights to enforce such provisions in the future Assignments. This Agreement sh~ not be assigned by either party widaout the prior written consent of the other parry. Page 10 of 12 Nond~scrlmlnation. EMC agrees and sha/l m fr~3_n 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 employees and applicants for employment and asststance as the department may reasonably request. Relafon.ship. It is understood that the relationship of EMC to the City is that of an independent con=actor and that none of the empIoyees or agents of EMC shall be considered employees of Force Majeure. Each party's performance under this Agreement shall be excused if the par~y is unable to perform because of actions due to causes beyond irs reasonable control, including but not Halted to Acts of God, the acrs of civil or military authority, floods, epidemics, qum-antine restrictions, dots, strikes, and commercial impossibility. In the event of any such force majeure, the parry unable to perform shall notify the other parry within 24 hours of the exlsrence of such force majeure and shall be required to resume performance'of its obligations under this Agreement upon the termination of the aforementioned force majeure. Auth ority to Contract. Each parry warrants and represents that it has authority to enter into this Agreement. The City warrants, represents and certifies that it has appropriate funds ava/labte for payments to EMC required by this Agreement. If City is unable [o provide appropriate funds, EMC shall have the option of terminating this Agreement. Access. EMC agrees to allow City Officials or their agents access to the Plant and collection system covered by this Agreement at al] reasonable times, upon notice. Landscaping. As pan of this agreement EMC sh~ with/n 4 months of beginning the dutifis under this agreement.'be responsible to complete landscaping the Wastewater treatment plant in a manner designated by the City. However, in no event shall EMC's cost of the landscaping exceed $7,500.00. Amendments. Ali amendments to this agreement shall be in writing to be enforceable. Interpretation. The Request for Qualifications issued by the City, the Request for Proposals issued by the City, the Statement of Qualifications submit'ted by EMC. the Cost Proposal submitted to the City by EMC and the Qua_~erly Performance Scorecard documenu submitted by EMC are annexed hereto and incorporated herein for purpose of aiding in the interpretation of this agreement and the obligations of the City and EMC. Notices. AH nonces ret'dried or registered be addressed to: shall be in wridng and shall be delivered in person or transmkred by maii,'ream receipt requested. Notices required to be given to EMC shall Environmental Management Corporation 689 Craig Road St. Louis. Missouri 63141 Attention: Mr. Michael S McKee. Res[dent and C.O.O. Pa~e 11 of 12 Notices requked to be given to the City shall be addressed to: City of/effersonville City-County Building 3effersonville, 12',[ 47130 Attention: Sewage Billing Department IN WITNESS WHEREOF, the parties sign tl-tis Agreement as of the date fgst above written. ATTEST: C RICHARD SPE~fCER, J'R~ JeffersonviHe City Clerk-Treasurer CITY OF IEFFERSONTILLE RAYMOND J. PARKER, JR., MAYOR President, Boa.rd of Public Works WITNESS: ENVIRONMEN~rAL MANAGEMENT CORPORATION Page 12 of 12 APPENDIX A: EFFLUENT QUALITY GUARANTEE EMC will operate and maintain the Wastewater Treatment Plant so that the effluent discharged will meet the irements of the NPDES permit number EN0023302. The parties acknowledge that the City's new NPDES .nit is currently in the process of being issued. EMC will be responsible for meeting the effluent quality requirements of the NPDES permits unless one or more of the following occurs: The influent to the treatment plant does not COhen adequate nutrients ~o support operation of biological processes and/or contains biologically toxic substances which can not be removed by existing process and facilities (see Definitions below). Discharges into the City's sewer system violate any of the regulations stated in the City's Sewer Use Ordinance in volumes which would make comphance with discharge 1/mits substantially impossible. The flow, influent BOD, and/or influent TSS is greater that the plant design parameters, which are the following: Average Flow Peak Flow Infiuent BOD5 Influent TSS Influent Ammonia 5.2 MGD 22.8 MGD 10,581 lbs/day 10.124 lbs/day 867 lbs/day If the Treatment Plant can operate only at a reduced capacity due to the construction activities, fire, flood, adverse weather conditions, labor disputes or other causes beyond EMC's control. In the even; that influent and effluent metals concentration become excessive, then the City agrees to reduce the levels of contributions by permktees of the City's Sewer Use Ordinance to a level which allows the treatment plant to resume compliance with their respective N~PDES permits. )efinitions: ~.dequa~ Nutrients: Treatment Plant influent nitrogen, phosphorus and iron in percentages as they relate to ;OD5 as follows: Nkrogen-5%; Phosphorus-l%: Iron-.5C/c. ;iologically Toxic: Any substance or combination of substances contained in the influent to the Treatment Plant ~ sufficiently high concentrations so as tc interfere with the treatment processes necessary for the removal of rganic and chemical constituents of the wastewater required to meet the discharge requirements of the City's ,'PDES permit. Unit No. 2875 2412 3629 4306 4307 4318 4340 4342 4450 4880 5001 5002 5869 6412 6835 6826 7129 8090 8160 8945 3004 L 3004 S APPEN'DIX B: 1988 1986 199t 1991 1991 1987 1987 -1987 1989 1990 1991 1991 1976 1990 199t 1991 1987 1975 1985 1980 VEHICLE INVENTORY TABLE .Descrir>t/on Ford F-700 Dump Chevrolet C-10 Van Dodge Spirit Ford LNT-8000 Semi Ford LNT-8000 Semi Dodge Raracharger Dodge Ramcha. rger Dodge Ra. mcharger Ford F-800 (Jet) Wells Cargo T.V. Trailer Fruehauf Dump Trailer .o Fruehauf Dump Trailer Case 580CK Backhoe Dodge D-250 Pickup John Deere Model 2755 John Deere Model 2755 Ingersoll Air Comp Dodge D-200 Utility Aznefican Vac-All Unit Ford F-700 Dump Floater, Liquid Floater, Solid i APPENDIX C - EXAS~LE OF COMPENSATION ADJUSTbIENT CALCULATION Example: The following'is an example of the CPI calcula6on based on a state date of June 1, 1994. I. For the months' of May, 1994 and May, 1995 the CPI figur~ ace as follows: CPI May. 1994 May, 1995 100 105 2. The monthly compensation is $50,000 and is adjusted by the following calculadons: 105-100/t00 = .05 $50,000 x. 1.05 = $52,500 The new monthly compensation sm.~-dng in June, 1995 [s $52,500. 3. For the months of May, 1995 and May, 1996 the CPI figures ace as follows: CPI May. t995 May. 1996 105 110 4. The monthly compensation as of June, 1995 is $52,500 and is adjusted by the following calculations: 110-105/105 = .048 $52.500 x. 1.048 = $55,020 The new monthly compensation starring in June. 1996 is $55.020.