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
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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;
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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.
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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.
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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
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Town of Leesburg,Virginia:
BY: o 5• • II
TITLE: V 0
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�lbwn Attorney
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