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HomeMy Public PortalAbout2016_02_23_R024 Agreement with Panda Stonewall for WPCF Upgrades The Town of Leesburg, PRESENTED February 23, 2016 VirOSOLUTION NO. 2016-024 ADOPTED February 23, 2016 A RESOLUTION: AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH PANDA STONEWALL, LLC, IN RELATION TO WATER POLLUTION CONTROL FACILITY UPGRADES FOR THE RECLAIMED WATER LINE WHEREAS, Panda Stonewall, LLC,through its contractor, Gamey Companies, Inc. ("Gamey"), has begun constructing the reclaimed waterline between the Town's Water Pollution Control Facility("WPCF") and it's green energy power plant("power plant")to supply reclaimed water to the power plant; and WHEREAS, this reclaimed water line is referred to as the "purple line" in the Reclaimed Waterline Agreement("RWA") entered into between the Town and Panda Stonewall, LLC's predecessor in interest, Green Energy Partners/Stonewall, LLC dated October 23, 2013; and WHEREAS, under the terms of the RWA, as part of the construction of the purple line, certain upgrades to the WPCF are necessary to connect the purple line and operate the purple line from the WPCF; and WHEREAS, contemplation of these upgrades are contained within Section 3.2 of the RWA, however,the Town was to perform the upgrades with the cost of the same to be reimbursed by Green Energy Partners/Stonewall LLC; and WHEREAS,the parties have agreed to allow Gamey to complete these necessary upgrades on behalf and instead of the Town and the Agreement in Relation to Water Pollution Control Facility Upgrades sets forth this change in the RWA, and any and all additional steps necessary to complete the upgrades; and WHEREAS,the Town Attorney has negotiated the Agreement on behalf of the Town and - 2 — A RESOLUTION: AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH PANDA STONEWALL, LLC, IN RELATION TO WATER POLLUTION CONTROL FACILITY UPGRADES FOR THE RECLAIMED WATER LINE she, along with the Director of Utilities, believes it contains adequate protection to the WPCF. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia that the Mayor is authorized to execute the Agreement in Relation to Water Pollution Control Facility Upgrades with Panda Stonewall, LLC, so long as the Town Attorney approves the Agreement. PASSED this 23rd day of February, 2016. David S. Butler, Mayor Town of Leesburg A AT ST: Clerk of Co P:\Resolutions\2016\0223 Agreement with Panda Stonewall for WPCF Upgrades.doc SUPPLEMENTAL AGREEMENT FOR PURPLE LINE CONSTRUCTION PURSUANT TO THE 2013 AGREEMENT FOR THE DELIVERY AND USE OF RECLAIMED WATER THIS SUPPLEMENTAL AGREEMENT FOR PURPLE LINE CONSTRUCTION PURSUANT TO THE 2013 AGREEMENT FOR THE DELIVERY AND USE OF RECLAIMED WATER (this "Supplemental Agreement") is entered into this 8th day of March, 2016 by and between PANDA STONEWALL LLC,a Virginia limited liability company("Panda"or"Generator")and the TOWN OF LEESBURG,a Virginia municipal corporation(the"Town"). RECITALS WHEREAS: A. Panda and the Town are parties to the Agreement for the Delivery and Use of Reclaimed Water dated October 23, 2013 (the "RWA") under which Panda is responsible to design, engineer, permit and construct the Purple Line as defined in RWA Section 1.39, subject to the Town's oversight and approval. B. The RWA further provides that Panda is responsible, subject to certain exceptions and limitations, for the Purple Line Costs as well as for reimbursing the Town for certain costs for making any other required changes to the Town's Water Pollution Control Facility ("WPCF")and the Town's existing discharge monitoring and metering equipment. C. Panda has contracted with Gamey Companies,Inc.("Gurney")for construction of the Purple Line. The design of the Purple Line includes certain changes to the WPCF. Panda has negotiated a change order to its existing contract with Garney(in relation to which the Town has third party beneficiary rights), pursuant to which Garrey (together with its subcontractors,the"Contractor")will make the changes to the WPCF. D. The Town and Panda desire to enter into this Supplemental Agreement without limiting the rights and obligations of the parties under the RWA. AGREEMENT NOW, THEREFORE, the Town and Panda, each pursuant to due and proper authority, do hereby agree as ibllows: 1. The Town agrees to: a. Allow for Panda and its contractor to make specific changes to the WPCF, subject to the Town's oversight and approval under RWA Section 3.1, needed for the Purple Line as described in the plans and specifications separately submitted to and approved by the Town; 1 b. Grant Panda and its Contractor, subject to the Town's oversight and approval under RWA Section 3.1,controlled access to the WPCF and the surrounding area to the extent necessary to make the changes to the WPCF;and c. Waive its right to reimbursement from Panda for the cost of any changes made to the WPCF that are borne directly by Panda. 2. To the extent related specifically to the WPCF upgrades Panda agrees to prepare, subject to the Town's oversight and approval, an Operations and Maintenance Manual in accordance with the requirements of the State Water Control Law and any applicable regulation or permit Issued thereunder. Panda farther agrees to cooperate with the Town in the Town ultimately securing approval from the Virginia DEQ of the Operations and Maintenance Manual. 3. Panda acknowledges that the Town shall not be responsible for any of the costs or expenses associated with the specific changes to the WPCF as represented on approved plans and specifications. 4. Panda acknowledges that the Town shall not be responsible for any errors and omissions associated with the engineering design of changes to the WPCF,which are to be completed by Panda and its Contractor. The engineering design shall be completed by a licensed engineer in the State of Virginia. The Town shall not be responsible for any additional expense that may occur as a result of changes to the design that may arise during construction or changes that are necessary after the Town's inspection as a result of an error or omission by Panda in failing to comply with the approved plans and specifications. 5. Panda acknowledges that the Town shall not be responsible for any material operational hardships above those acknowledged and planned for at the beginning of construction or otherwise contemplated in connection with the RWA. 6. Panda acknowledges that the Town shall not be responsible for any faulty construction associated with the construction of changes to the WPCF. 7. Panda and its Contractor shall adhere to all generally applicable requirements imposed by the Town for work of the type performed Panda and its Contractor for the project(e.g., safety requirements,construction hours,etc.). 8. Panda agrees that the work done on the WPCF shall be done in accordance with Prudent Utility Practices and farther that any damages to the WPCF and its related facilities incidental to the work to plant improvements shall be repaired to the Town's reasonable satisfaction. 9. Panda agrees that the Town shall have reasonable opportunity to review and approve all materials and equipment to be installed as a part of the changes to the WPCF. Approval of materials and equipment by the Town,or an Agent of the Town, does not absolve Panda or its Contractor from their licensed engineer responsibilities. 2 10.Panda shall provide that all labor,materials and equipment supplied as described on page 1-4 in the specifications approved by the Town by letter dated January 28, 2016 shall be warranted for a period of three(3)years from the date of substantial completion. 11.Panda agrees that the Town shall be provided with reasonably suitable spare parts and equipment,as required to operate the changes to the WPCF. Spare parts and equipment shall include, but not be limited to, computer software, computer hardware and lubricants associated with the changes to the WPCF. 12.The Town acknowledges and agrees that, subject to the Town's oversight and approval, portions of the WPCF will be taken offline to allow the execution of the work described herein. This includes the necessary tie-ins or service transfers associated with removing an existing unit from operation while initiating the new installation. Panda agrees that its Contractor shall provide the Town with notice reasonably in advance of the anticipated date that work shall begin on a specific area and to reasonably coordinate the outage. The required notice shall contain a schedule for all work to be completed including the total time the affected piping shall be offline(out of service)and the number of personnel scheduled to be present. 13.Panda agrees that piping, valves and equipment removed shall remain the property of the Town and any procured excess new materials shall be transferred to the Town. All items to be salvaged during the course of the WPCF upgrade shall be cleaned and delivered by Panda to a storage location at the WPCF site as directed by the Town. 14.Panda and its Contractor shall perform testing and calibration of all piping and equipment installed as part of the changes to the WPCF using water in the Purple Line and already available to Panda. 15.Consistent with the RWA,the Town shall provide required chemicals as needed during the construction and commissioning efforts. 16.Consistent with the RWA, the Town shall provide operational staff support (if required)to assist with the construction and commissioning of the WPCF upgrades. Such support shall be in a timely manner so as to minimize delay to construction and commissioning activities. 17.The Town shall provide for inspection services as it deems necessary. Panda will provide construction inspection services in support of the Town's Certificate to Operate through KPA (Purple Line/associated WPCF upgrades facility design engineering firm). 18.Panda agrees to provide the Town or a third-party designated by the Town with a reasonable opportunity to provide a final inspection of the WPCF changes prior to them being operated. The Town will be given an opportunity to develop a list of items that must be addressed by Panda,the Contractor or their Subcontractors prior to operations beginning,provided they are consistent with this WPCF Agreement and the RWA or with Good Utility Practice. 19.The Town shall provide guidance and divisions of responsibilities outlining the associated needs for their application of the Certificate to Operate. Panda shall provide reasonable support(reporting,testing results and technical support)to aid with their application. 3 20.Consistent with the RWA, the Town shall provide access to reasonable temporary power at its cost for utilization during the construction and commissioning effort. 21.Articles 21,22, 24,27,29,and 30 of the RWA shall be deemed incorporated herein,with all adjustments as the context requires. 22.This Supplemental Agreement shall not be interpreted as relieving Panda of any obligations, or diminishing the Town's oversight and approval authority, under the RWA including without limitation Section 3.1 thereof. 23.Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set out in the RWA. 24.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties further agree that a facsimile, scanned or electronic signature may substitute for and have the same legal effect as an original signature, and that any copy of this executed Agreement made by photocopy,facsimile or scanner shall be considered an original. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date first above written. Panda Stonewall LLC: BY: C - a. K11-1— tt TITLE: A R'rNE.IZ .sae_ Town of Leesburg,Virginia: BY: o 5• • II TITLE: V 0 . ,~r, , - IP/—t — �lbwn Attorney 4