HomeMy Public PortalAboutSeventh Amendment 10-1-1997"
S E V E N T H A M E N D M E N T T O I N T E R A G E N C Y A G R E E M E N T
C O O P E R A T I V E A G R E E M E N T B E T W E E N
C i T Y O F M c C a l l & P A Y E T T E L A K E S W A T E R & S E W E R D I S T R I C T
T h i s A G R E E M E N T i s m a d e b e t w e e n t h e C i t y o f M c C a l l , a n I d a h o m u n i c i p a l c o r p o r a t i o n
( M c C a l l ) , a n d t h e P a y e t t e L a k e s W a t e r a n d S e w e r D i s t r i c t ( P L W S D ) , a g o v e r n m e n t a l e n t i t y
o f t h e S t a t e o f I d a h o , a n d
W i T N E S S E T H :
W H E R E A S , e a c h o f t h e p a r t i e s h e r e t o i s a " p u b l i c a g e n c y " a s d e f i n e d b y I d a h o
C o d e S e c t i o n 6 7 - 2 3 2 7 , a n d i s t h e r e f o r e a u t h o r i z e d t o e n t e r i n t o a n I n t e r - a g e n c y
C o o p e r a t i v e A g r e e m e n t u n d e r I d a h o C o d e S e c t i o n 6 7 - 2 3 3 2 , a n d
W H E R E A S , e a c h p a r t y i s c h a r g e d w i t h t h e m a i n t e n a n c e a n d o p e r a t i o n o f a s e w e r
" c o l l e c t i o n s y s t e m , i n c l u d i n g p u m p s t a t i o n s , a n d a w a s t e w a t e r t r e a t m e n t f a c i l i t y w i t h i n t h e i r
r e s p e c t i v e j u r i s d i c t i o n s a n d - e n j o y s p o w e r , p r i v i l e g e a n d a u t h o r i t y t o d o u n d e r t h e l a w s ' o f t h e
S t a t e o f I d a h o , a n d b e l i e v e s i t w o u l d b e i n t h e b e s t i n t e r e s t s o f t h e i r r e s p e c t i v e p a t r o n s a n d t h e
g e n e r a l p u b l i c t o c o n t r a c t w i t h o n e a n o t h e r t o d o s o i n a j o i n t m a n n e r .
W H E R E A S , t h e C o o p e r a t i v e A g r e e m e n t a n d a m e n d m e n t s t h e r e t o , a n d i n c o n s i d e r a t i o n
o f t h e a d d i t i o n a l c o v e n a n t s a n d a g r e e m e n t s h e r e i n a f t e r s e t f o r t h , t h e p a r t i e s d o h e r e b y f u r t h e r
a m e n d s a i d A g r e e m e n t b y t h e a d d i t i o n o f n e w s e c t i o n s t h e r e t o t o r e a d a s h e r e a f t e r s e t f o r t h .
T h e s e n e w s e c t i o n s a n d t h e a g r e e m e n t s c o n t a i n e d t h e r e i n a r e i n t e n d e d t o s u p e r s e d e a n y
c o n f l i c t i n g l a n g u a g e o r a g r e e m e n t s c o n t a i n e d i n t h e o r i g i n a l C o o p e r a t i v e A g r e e m e n t a n d t h e s i x
p r e v i o u s l y a p p r o v e d a m e n d m e n t s t h e r e t o a n d t o t h e e x t e n t t h a t t h e r e i s a n y c o n f l i c t b e t w e e n t h e
l a n g u a g e c o n t a i n e d h e r e i n a n d t h e l a n g u a g e o f t h e s a i d C o o p e r a t i v e A g r e e m e n t a n d t h e s i x
a m e n d m e n t s t h e r e t o , t h e l a n g u a g e o f t h i s A m e n d m e n t s h a l l s u p e r s e d e a n d d e t e r m i n e t h e "
a g r e e m e n t s b e t w e e n t h e p a r t i e s . . .
N O W T H E R E F O R E , i n c o n s i d e r a t i o n o f t h e f o r e g o i n g t h e P L W S D a g r e e s t o
p r o v i d e t o t h e C i t y o p e r a t i o n a l , m a i n t e n a n c e , a n d m a n a g e r i a l s e r v i c e s f o r t h e M c C a l l
o w n e d S e w e r C o l l e c t i o n s y s t e m , i n c l u d i n g p u m p s t a t i o n s , W a s t e w a t e r T r e a t m e n t P l a n t , a n d
M c C a l l a g r e e s t o a c c e p t s a m e , a s s e t f o r t h i n t h e t e r m s a n d c o n d i t i o n s w h i c h f o l l o w :
P L W S D a n d M c C a l l a g r e e :
1 . : G E N E R A L "
1 . 1 A i I d e f i n i t i o n o f w o r d s o r p h r a s e s u s e d i n t h i s A g r e e m e n t a r e c o n t a i n e d i n
A p p e n d i x A .
1 . 2 A l l g r o u n d s , f a c i l i t i e s , e q u i p m e n t , a n d v e h i c l e s n o w o w n e d b y M c C a l l o r
a c q u i r e d b y M c C a l l s h a l l r e m a i n t h e p r o p e r t y o f M c C a l l .
1 . 3 T h i s A g r e e m e n t s h a l l b e g o v e m e d b y a n d i n t e r p r e t e d i n a c c o r d a n c e w i t h
t h e l a w s o f t h e S t a t e o f I d a h o .
1 . 4 T h i s A g r e e m e n t s h a l l b e b i n d i n g u p o n t h e s u c c e s s o r s a n d a s s i g n s o f e a c h o f
t h e p a r t i e s , b u t n e i t h e r p a r t y w i l l a s s i g n t h i s A g r e e m e n t w i t h o u t t h e p r i o r
w r i t t e n c o n s e n t o f t h e o t h e r p a r t y .
1 . 5 T h i s A g r e e m e n t , i n c l u d i n g A p p e n d i c e s , i s a s u p p l e m e n t a l A g r e e m e n t o f t h e
p a r t i e s c o n s t i t u t i n g o f t h e S i x t h A m e n d m e n t t o t h e i r C o o p e r a t i v e
A g r e e m e n t a n d m a y b e m o d i f i e d o n l y b y w r i t t e n a g r e e m e n t s i g n e d b y b o t h
p a r t i e s ; t h i s a m e n d m e n t i s b y w a y o f a d d i t i o n t o , n o t r e p l a c e m e n t o f , p r i o r
A g r e e m e n t s a n d A m e n d m e n t s . W h e r e v e r u s e d , t h e t e r m s " P L W S D " a n d
" M c C a l l " s h a l l i n c l u d e t h e r e s p e c t i v e o f f i c e r s , . a g e n t s , d i r e c t o r s , e l e c t e d o r
a p p o r n t e d o f f i c i a l s a n d e m p l o y e e s .
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2. SCOPE OF SERVICES - PLWSD
PLWSD shall
2.1 Provide services necessary for management, account administration, operation
and maintenance of the equipment, vehicles, grounds, and facilities identified in
Appendices B and D.
2.1A Provide inspection services necessary for service connections and new
subdivisions as per McCall policies and ordinances.
2.2 Within the design capacity and capability of the Project manage, operate, and
maintain the Project so that wastewater is transported through the Project and
treated as intended. No project alterations shall be without McCall's written
approval if alteration shall cost in excess of Five Thousand Dollars ($5,000.00).
2.3 Pay all cost incurred in normal Project operations. Insurance shall be
provided as set forth in Appendix E.
2.4 Provide McCall, on a monthly basis, a report of Direct Costs and indirect
Costs in the format and similar to the level of detail shown in Appendix C.
2.5 • Provide and document all Maintenance for the project. Routine repairs
include, but are not limited to, manhole grouting, pressure line breaks, lift
station breakdowns and visits, hydrocleaning, etc. The amount that the
PLWSD shall be allowed to spend for maintenance supplies shall be limited
to the City budget of $3,540.00 for the collection system and $8,000.00 for
the Wastewater Treatment Facility. McCall shalt have the right to inspect
records during normal business hours.
2.6 Provide and document all Repairs for the Project, provided the total amount
PLWSD shall be required to pay does not exceed $27,540.00 per year for the
Collection System and $23,780.00 for the Wastewater Treatment Facility
during the term of the Agreement as defined in Article 4. McCall shall pay for all
Repairs in excess of the Repairs limit.
2.7 Provide McCall with an accounting of Repairs on a semi-annual basis. PLWSD
will provide McCall with a detailed invoice of Repairs. McCall at its option
may request a detailed invoice of Repairs under the Repairs limit.
2.8 Negotiate each year with McCall the repairs limit as per City budget.
2.9 Rebate to McCall the entire amount that actual Repairs are less than the
Repairs limit defined in Article 2.6 in any year of this Agreement.
2.10 Maintain an inventory list of McCall owned vehicles and equipment that are
being used at the Project by PLWSD.
2.11 Staff the Project with employees who have met the certification requirement
of the State of Idaho. PLWSD will permit the City to interview any
replacement for PLWSD Project Manager. PLWSD will make every effort
to provide a Project Manager who is satisfactory to the City.
2
2.12 Provide reasonable access to Project for McCall personnel. Visits may be
made at any time by any of McCall's employees designated by McCall.
Keys for appropriate areas of the Project shall be mutually exchanged
between PLWSD and McCall. All visitors to the Project shall .comply with
PLWSD's operating and safety procedures.
2.13 Proceed to take such actions that PLWSD deems necessary to protect public
health and McCall's facilities in an emergency situation. PLWSD will make
every effort to contact McCall's City Manager or designee prior to taking
any action. PLWSD wilt provide a written report detailing the actions taken
within twenty-four (24) hours after the emergency has terminated.
2.14 PLWSD may utilize employees and equipment normally assigned to the
project in support of their own system activities; common overhead activities
such as internal project reviews, evaluations, interagency meetings, training and
the like, shall be allocated between the project and PLWSD activities.
2.15 Perform other services that are outside the Scope of Services when and as
directed by McCall. Such services will be invoiced to McCall at PLWSD's
direct cost plus fifteen percent (15%).
3. SCOPE OF SERVICE - McCALL
McCall shall:
3.1 Fund and budget all Capital Expenditures greater than $2,000.00.
3.2 Maintain all existing Project warranties, guarantees, easements, and licenses
that have been granted to McCall. Insurance shall be provided as set forth
in Exhibit E.
3.3 Pay any property, franchise, or other taxes associated with the Project.
3.4 in the event of Emergency response or requested work outside the scope of
services necessitating its utilization in order to provide cost effective responses,
provide on request the use of McCall's heavy equipment, subject to the
availability of such equipment, with operator so that PLWSD may discharge its
obligations under this Agreement in the most cost-effective manner.
34A McCall shall provide technical assistance during the contract "break in period"
which may include one or more employees with historic background of McCall's
system as well as supplemental assistance during routine operational activities.
3:5 Provide for all licenses,.permits, and fees for vehicles, equipment or
services, used or required, in connection with McCall owned equipment
used on the project.
Provide PLWSD use of all vehicles and equipment described in Appendix D.
*yMaintain.. repair, and clear the accesses to the Wastewater Treatment Facility
and -each Lift Station so thex_are reasonably accessible twenty-four (24) hours.
gar day, 365 days per year, to the same extent previously done. PLWSD shall
s afbe responsible for delay in performance under the terms and conditions of.
This.Agreement if the Lift Stations and the Wastewater Treatment Facility are act
iteeessible by.conventional motor vehicles with 4-wheel drive.
3,
3.7A Perform other services that are outside the Scope of Services when and as
directed by PLWSD. Such services will be invoiced to PLWSD at McCall's
direct cost plus 15%.
3.8 Provide potable water to the Project at no charge to PLWSD. Specific
hydrants within McCall's water distribution system shall be designated as
fill sites for Project hydrocleaning activities. These sites will be designated
in enough areas so as to provide cost-effective tum around time during
collection Tine cleaning operations. McCall shall instruct PLWSD personnel
in proper hydrant operation so as to not affect hydrant operating conditions.
3.9 Pay for all electrical costs utilized to operate the Wastewater Treatment Facility
and pump stations listed in Appendix B.1
3.9A Fund and budget for all direct and indirect costs incurred by PLWSD for the
Project, subject to the availability of funds, considering the impact of state -
imposed revenue limitations and other unforeseen financial reverses; should
there be a disagreement between the parties as to the propriety of funding
levels, they shall meet and negotiate the matter in good faith.
4. COMPENSATION'
4.1 The agreed annual figure for project operations, maintenance, administrative,
and management services is $318,999.00. This -sum, plus any agreed upon
repair and equipment figure, shall be totaled and payable in advance on a
quarterly basis commencing the first calendar month of the Agreement.
Provided, however, at the close of the year, to the extent actual repair
expenditures fall short of the targeted figure, PLWSD shall refund the balance.
5. TERM:
5.1 The duration of the Agreement shall before five (5) years fixed, subject to
annual notification of non -renewal by written notice on or before June 1st
of each calendar year, in such event, the Agreement shall remain in
effect through the balance of the then current City/budget year, namely,
September 30th. By mutual agreement the parties can extend the
Agreement for additional periods on such terms as are mutually
agreeable. During the five (5) year term, amendments or revisions may
also be adopted as mutually agreed.
4`
This Agreement was entered into to be effective the 1 day. of 70 , 19,5, and is
conditioned upon prior approval by the governing boards of the City of McCall and the
Payette Lakes Water and Sewer District, and execution by their duly authorized officers
or agents.
City of McCall:
Payette Lakes Water & Sewer District:
Attest:
Secretary
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Appendix A
DEFINITIONS
A.1 The "Project means all equipment, vehicles, grounds, and facilities described in
Appendices 8 and F and where appropriate, the management, operations, and
maintenance of such. Project Manager is the administrator assigned project
management responsibility.
A.2 "Capital Expenditures" means any expenditures for (1) the purchase of new
equipment or facility items that cost more than Two Thousand Dollars
($2000.00); or (2) major repairs which significantly extends equipment or facility
service life and cost more than two Thousand Dollars ($2000.00) or (3)
expenditures that are planned, non -routine, and budgeted by McCall.
A.3 "Cost" means all Direct Cost and Indirect Cost determined on an accrual basis in
accordance with generally accepted accounting principles.
A.4 "Direct Cost" means the actual cost incurred for direct benefit of the Project
including, but not limited to, expenditures for direct labor, employee benefits,
chemicals, laboratory supplies, repairs, repair parts, maintenance parts, safety
supplies, gasoline, oil, equipment rental, travel, office supplies, other supplies,
uniforms, telephone, postage, utilities, tools, memberships, and training supplies;
PLWSD shall keep records (and make them available to McCall on request),
adequate to allocate such costs accurately between the Project and PLWSD's
own system.
A.5 "Indirect Cost" means expenditures incurred by PLWSD for indirect benefit of
the Project including legal, engineering, management, clerical, etc.; PLWSD
shall keep records (and make them available to McCall on request), adequate
to allocate such costs accurately between the Project and PLWSD's own
system. Where legal matters involve title to easements and rights -of -way for
the Project, PLWSD shall make use of the services of the City Attorney so as to
reduce indirect cost.
A.6 "Maintenance" means the cost of those routine and /or repetitive activities
required for operational continuity, safety, and performance generally due to
failure or to avert a failure of the equipment, sewer, vehicle, or facility or some
component thereof.
A.7 "Repairs" means the cost of those non -routine/ non -repetitive activities required
or recommended for operational continuity, safety, and performance generally
• due to failure or to avert a failure of the equipment, sewer, vehicle, or facility or
some component thereof.
A.8 "Electrical Cost" means the actual monthly cost of electrical energy and demand
utilizing Idaho Power Company's Rate Schedules.
4
Appendix B
LOCATION OF PROJECT
B.1 PLWSD agrees to provide the services necessary for the management,
administration, operation, and maintenance of the following:
a. All equipment, vehicles, grounds and facilities now existing within the
present property boundaries of or being used to operate McCall's
Wastewater Treatment Plant and Collection System.
b. All pump stations described as follows:
1) Aspen Market/Davis Street
2) Timberlost IV/Timber Circle
2A) Forestry Loop/University Dr.
4) Mill Park/Hemlock St.
5A Pine St. Station
6) Yacht Club Station
7) River Pump Station/Williamson
8) Rio Vista (North)
8A) Rio Vista (North) Generator
9) Rio Vista (South)
9A) New River Station
11) Floyde Street Station
12) Smitty Avenue
13) Golf Course Grinder Sta.
30) Krahn Lane/Highway 55
c. The entire system of main collection lines upstream of the influent
metering station at the treatment lagoon, save and except for service
connection lines.
d. The entire wastewater treatment plant from the influent metering station
to - either discharge at the receiving stream or the land application
mixing station site.
e: Account administration of all sewer user accounts - both receivable and
payable. This includes all necessary labor and equipment to efficiently
accomplish normal accounts activity which the City of McCall currently
performs.
*As Lift stations and lines are added to the project scope, negotiated changes may occur within
the agreement scope, as well. Thesemodifications must be approved by both parties.
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Item
Direct Labor
Standby Pay
Overtime
Incentive Bonuses
Benefits
Chemicals
Electric
Postage
Computer Expense
Auto Lease
Repair Costs
Fuel
Equipment Rental
Outside Services
Books and Publications
Telephone
Vehicle Maintenance
Travel
Auto Mileage (as per appropriate entity)
Training
Office Supplies
Maintenance Supplies
Lab Supplies
Tools
Miscellaneous
Total Direct Cost
Payroll Taxes
Appendix C
DIRECT COST
8
Month
MEYERS Hydrocleaner
CATERPILLAR Portable Generator
GORMAN/RUPP 6" Pump
FORD '951/2 T Pickup Truck
FORD '82 1/2 T Pickup Truck
FORD Tractor w/ attachments
JOHN DEERE self -loading scraper
Appendix D
VEHICLE DESCRIPTION.
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Appendix E
INSURANCE COVERAGE
PLWSD shall maintain:
1. Statutory workmen's compensation for all PLWSD employees at the Project as
required by the State of Idaho.
2. Comprehensive general liability insurance in the amount not less that One Million
Dollars ($1,000,000) combined single limits for bodily injury and/or property
damage.
3. Automobile liability insurance for all vehicles owned by McCall and operated by
PLWSD under this Agreement.
McCall shall maintain:
1. Property damage insurance for all property owned by McCall and operated by
PLWSD under this Agreement. Any property damage including to Project vehicles
not properly or fully insured shalt be the financial responsibility of McCall if not
due to PLWSD's negligence.
2. Limitation. of Liability - PLWSD shall not be Legally or financially responsible for
line backups into dwellings or equipment failure leading to manhole overflows
which may cause environmental concem, except to the extent the same results
primarily from failure of PLWSD to properly maintain and repair lines and
equipment related to Project; it is understood that both parties maintain liability
insurance with ICRMP, and shall continue to have such insurance.
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Appendix F
PROJECT COSTS
(Collection System) (W. W. Treatment Plant)
Personnel Costs:
Lead Operator $40,1.11.88 $ 0.00
Operator(s) 30,761.72 $ 94,150.00
Management (Misc.) 23,000.00 $ 33,780.00
Summer Temporary Help 8,400.00 0.00
Total Personnel $102,273.60 $127,930.00
Transportation Costs:
Pickup (per year) 5,159.88
Fuel - $200,00/mo. 2,400.00
(includes mileage allow)
Accessories 3,000.00
Maintenance Costs:
Department Supplies:
City budget figure $ 3,540.00 $ 8,000.00
Minor Equipment:
(City Budget Figure) 6,850.00 $ 9,900.00
Repair Costs :
(City Budget Figure) 27,540.00 $ 23,780.00
Telephone/Telemetry Costs:
Service Cost 5,000.00 $ .1,470.00
TOTAL COSTS PROJECTED $155,763.48 $171,080.00
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Appendix G
PROJECT COSTS (WASTEWATER TREATMENT PLANT)
As per City of McCall Budget
Fund: 441SewerFund
Dept: 135.040 Wastewater Treatment Plant $171,080 (per FY'97 Budget)
Note: Amount shown above excludes power costs($31,000), and includes $10,000 of
line 490.100, and $15,000 of line 490.200 (City of McCall FY'97 Budget)
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Appendix H
PROJECT COSTS (ACCOUNTS ADMINISTRATION)
Personnel Costs
A. Accounts Receivable
1.. Accnt's Receivable Clerk (Salary + Benefits) $24,676
B. Accounts Payable
1. Accnt's Payable Clerk (Salary + Benefits) $ 8 300
sub -total $32,976
11. Equipment Costs (Capital Purchase)
A. Computer Hardware $ 3,000
B. Computer Software $ 2,500
C. Office Fumiture//Configuration $ 3 000
sub -total $ 8,500
HI. Total (I. & II) $41,476
Note: Account Administration task shall be effective not sooner than 3 months following
ratification of City of McCall sewer user rate increase.
Implementation costs shall be pro -rated to reflect appropriate fiscal timing for the
task.
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Addendum #1
(Implementation Schedule)
The terms of the 7th Amendment reflect dates of implementation to match the Fiscal Year
of the City of McCall, namely, October 1st to September 30th of each year. The effective
date of the collection system portion of the 7th Amendment shall be as described above.
The effective date of the implementation of the Wastewater Treatment Facility operations
portion of the 7th Amendment shall be January 1 of 1998. The appropriate budget
. adjustments to the fiscal portions of the Amendment which reflect Treatment Plant
operations shall be pro -rated accordingly. The pro -rating shall reflect budgeted and
utilized portions of the Facility's budget and shall be negotiated and modified to the
satisfaction of both parties.
After implementation of the Jan. 1, 1998 effective date of the Treatment Facility
operation, the subsequent date of implementation for the 7th Amendment shall be Oct. I
to match the City of McCall's normal Fiscal Year Process.
Addendum #1 effective, date, %142t/ / , 199,E
Signed
tHdeP14../
Payette Ikes Wate( d Sewer District
4/1E?
City of McCall
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