Burbank City Council
May 21, 2024

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AGREEMENT FOR CONTRACT OPERATION AND MAINTENANCE OF

THE CITY OF BURBANK WATER RECLAMATION PLANT, INDUSTRIAL WASTE

MANAGEMENT PROGRAM AND ILLICIT STORMWATER PROGRAM

EFFECTIVE
DATE:

PARTIES: “City”

THE CITY OF BURBANK, a municipal
corporation

Designated Official:

Name: Ken Berkman
Title: Public Works Director
Telephone: (818) 238-3921
Mailing Address: 275 E. Olive Avenue
P. 0. Box 6459
Burbank, CA 91510
“Contractor”

Inframark LLC
Designated Official:

Steve Meininger
Title: Chief Executive Officer

Mailing Address: 2002 W. Grand Pkwy N #100
Katy, TX 77449

TERM: Commencement date:

July 1, 2024
Termination date: June 30, 2034
ANNUAL

STAFFING

COST OF
SERVICE:
$4,785,000

THIS AGREEMENT MUST BE FIRST EXECUTED BY CONTRACTOR OR ITS

REPRESENTATIVE AND APPROVED AS TO FORM BY THE CITY ATTORNEY BEFORE THE AGREEMENT MAY BE EXECUTED ON BEHALF OF THE CITY.

REQUESTS FOR A WAIVER OF TERMS MUST BE IN WRITING AND PRESENTED TO

THE CITY ATTORNEY'S OFFICE AT TH E TIME THIS AGREEMENT IS DELIVERED TO THE CITY ATTORNEY'S OFFICE FOR REVIEW AND APPROVAL AS TO FORM.

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1. Recitals. This Agreement is entered into with respect to the following facts:

1.1. The City owns and operates the following: (1) the Burbank Water Reclamation Plant and Reclaimed Water Supply System, including a force main and its accessories, and an Administration Building with an analytical laboratory, at 740 North Lake Street; (2) the Beachwood Pump Station, force main, Air Relief Valves and appurtenances, at 1419 Riverside Drive; (3) the Beachwood Pump Station and Motor Control Center at 650 Beachwood Drive; and any improvements or expansion made to any of these facilities, all within the City of Burbank and collectively referred to as the "Treatment Facilities".

1.2. Contractor represents and warrants that it is trained, experienced, and capable of providing the services necessary for the operation and maintenance of the City's Treatment Facilities stated above, and th e implementation of the City's pretreatment program. Contractor further represents and warrants that Contractor and Contractor's staff is skilled in the professional calling necessary to perform the work agreed to be performed under this Agreement. The City relies on the skill of Contractor and their staff to perform such work in a skillful manner, and Contractor agrees to thus perform their work. The acceptance of Contractor's work by the City will not operate as a release of Contractor from this standard of care and workmanship.

2. Services and Independent Contractor Status.

2.1. Contractor, as an independent contractor, agrees to perform during the ter m of this Agreement, each and every service set forth on the "Scope of Services'' attached to this Agreement as Exhibit A which is made a part of this agreement. Contractor must provide services consistent with or above industry standards, and observe changes in law, governmental regulations, monitoring requirements, influent and effluent standards, or other changes that affect compliance with the Contractor's obligations.

The initiation of service by Contractor will commence upon receipt of a written notice from the Designated Official authorizing Contractor to proceed, and only to the extent of such authorizati on. The services of Contractor will include the making of all investigations. studies, and analysis required by the conditions involved in each request of the Designated Official.

2.2. Contractor is retained by the City only to the extent set forth in this Agreement, and Contractor's relationship to the City is that of an independent contractor. Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to the City in such a manner and to such persons, firms, or corporations as it sees fit except as expressly provided in this Agreement and where there is a conflict of interest that has not been waived by the City. Contractor will not be considered to have the status of an employee under this Agreement or be entitled to participate in any insurance, medical care, vacation, sick leave, or other benefits provided for the City's officers or employees.

3. Compensation. The City will pay Contractor as compensation for their services the amounts set forth in Exhibit B which is attached to this Agreement and incorporated by

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reference. No payment for expenses or labor will be paid by City unless it is related to a service which is referred to in the Scope of Services.

4. Term. The term of this Agreement is ten (10) years commencing on the effective date.

The City has the option of renewing the Agreement for one additional term of five (5) years, subject to any conditions set forth by the original approval of this Agreement. The Public Works Director will give written notice at least one hundred and twenty (120) days prior to the tenth anniversary of the commencement date if the City will not renew the Agreement.

5. Termination. Termination may be for cause or upon completion of the term. Either party to this Agreement may terminate this Agreement upon material breach by the other party provided such terminating party first provides written notice of such breach to the other party and such breach is not corrected within sixty (60) days. In any event of termination (whether due to material breach or expiration of term), Contractor will continue to provide the operations staff for a period of at least ninety (90) days beyond the effective date of termination at cost plus overhead and reasonable profit. At the end of thi s period, Contractor must give the City the opportunity to hire any of its employees permanently assigned to the Treatment Facilities. This termination provision does not affect the City's right to take the option not to renew the contract as set forth in Section 4.0 of this Agreement.

Upon termination of this Agreement, Contractor will deliver possession of the Treatment Facilities, the commercial computer programs, and records to the City. The Treatment Facility will be delivered in full operational con dition and free from known defects other than those caused by normal wear and tear.

6. Indemnification.

6.1. Contractor agrees to the fullest extent permitted by law to (1) immediately defend and (2) indemnify City from and against, any and all claims and liabilities, regardless of the nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its officers, employees, agents, or subcontractors committed in performing any work under this Agreement or the failure to comply with any of the obligations of this Agreement (collectively, “Claims”).

The Claims subject to Contractor’s duties to defend and indemnify include, without limitation, all claims, actions, causes of action, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940. Contractor is responsible for compliance with this section.

6.2. Contractor’s duty to defend is a separate and distinct obligation from Contractor’s duty to indemnify. Contractor is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel approved by City, immediately upon tender to Contractor of the Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the Claim does not relieve Contractor from its separate and distinct obligation to defend under this section. The

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obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Con tractor asserts that liability is caused in whole or in part by the negligence or willful misconduct of any City indemnified party. If it is finally adjudicated that liability was caused by the comparative active negligence or willful misconduct of any City indemnified party, then Contractor may submit a claim to City for reimbursement of reasonable attorneys’ fees and defense costs in proportion to the established comparative liability of the City indemnified party.

6.3. Contractor agrees that its defense and indemnification obligation under this section, includes the reasonable costs of attorneys’ fees incurred by the City Attorney’s office to monitor and consult with Contractor regarding the defense of any Claims, including providing direction with regard to strategy, preparation of pleadings, settlement discussions, and attendance at court hearings, mediations, or other litigation related appearances. City will use its best efforts to avoid duplicative attorney work or appearances in order to keep defense cos ts to a reasonable minimum.

6.4. Contractor agrees that settlement of any Claim will require the consent of City. City agrees that its consent will not be unreasonably withheld provided that Contractor is financially able (based on demonstrated assets) to fulf ill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.

6.5. Contractor’s obligation to indemnify City applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of a City indemnified party. If a Claim is finally adjudicated and a determination made that liability was caused by the sole active negligence or sole willful misconduct of a City indemnified party, then Contractor’s indemnification obligation will be reduced in proportion to the established comparative liability.

6.6. For the purposes of this section, “City” includes City’s officers, officials, employees and agents. The provisions of this section will survive the expiration or earlier termination of this Agreement.

6.7. Contractor's obligations under this section of the Agreement will survive the termination of the Agreement and the completion of the performance of the work required by the Agreement.

7. Mandatory Insurance . Contractor must maintain the following insurance coverage throughout the term of the Agreement, and must show City evidence of such coverage before the start of the work , upon any renewal or cancellation, and upon request, as set forth in Exhibit C.

8. Work Product.

8.1. Deliverables. Contractor must deliver to the City any studies, plans, specifications, or other documents as are identified in the Scope of Services . Contractor must, upon completion of all work, submit to the City all information developed in the course of Contractor’s services. Contractor must, in such time and in such fo rm

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as the City may require, furnish reports concerning the status of services required under this Agreement. Contractor must, upon request by the City and upon completion or termination of this Agreement, deliver to the City all material furnished to Contractor by the City.

8.2. Ownership. Each and every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by Contractor pursuant to or in connection with this Agreement will be the exclusive property of the City.

8.3. Capital Equipment Any capital equipment not attached to any Treatment Facilities provided by Contractor at Contractor's own expense for Contractor's exclusive benefit and convenience during the term of this Agreement will remain the property of Contractor. If Contractor sells such equipment, the City will have first option to purchase. Such options must be exercised, if at all, no later than sixty (60) days after the City is notified by Contractor of Contractor's intent to sell.

8.4. Permanent Facilities. All permanent facilities and equipment within the Treatment Facilities will remain the property of City, and such property cannot be disposed by Contractor without the express written consent of the City.

8.5. Confidentiality. Contractor must not disclose, publish, or authorize others to disclose or publish, design data, drawings, sp ecifications, reports, or other information pertaining to the projects assigned to Contractor by the City or other information to which Contractor has had access during the term of this Agreement without the prior written approval of the Designated Official.

9. Records. Contractor must maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City or the Designated Official. Contractor must maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records must be maintained in accordance with generally accepted accounting principles and must be clearly identified and readily accessible. Contractor will provide access to the Design ated Official or his designees at all proper times to such books and records, and gives the Designated Official or their designees the right to examine and audit such books and records and to make transcripts as necessary, and to allow inspection of all wo rk, data, documents, proceedings, and activities related to this Agreement.

10. Non-discrimination. Contractor, its officers, agents, employees, and subcontractors may not discriminate in the employment of persons to perform the work in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940. Contractor is responsible for compliance with this section.

11. Force Majeure. Each party's performance under this Agreement may be excused if the party is unable to perform because of an event of force majeure as defined by California law (excluding the COVID-19 pandemic restrictions and guidelines in place at the time of

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execution of this Agreement ). In the event of any force majeure, the party unable to perform must notify the other party within twenty-four (24) hours of the existence of such force majeure and will be required to resume performance of its obligations under this Agreement upon the termination of such force majeure.

12. Changes in Scope of Work. If changes in the scope of work occur due to, but not limited to, changes in law, governmental regulations, monitoring requirements, effluent standards, quantity of flow treated and commissioning of new facilities, force majeure events, or other changes that increase or decrease the cost of operating the Treatment Facilities and Industrial Pretreatment Program (as referenced in the Scope of Work) by over 2% of the contract amount. the parties will negotiate an adjustment to Contractor's compensation. If an agreement is not reached within 120 days, the matter will be referred to mediation as follows:

12.1. Within fifteen days following the expiration of the 120 days mentioned above, the parties will select a disinterested third person as mediator. When possible, the mediator should be experienced in contract law. The mediation should commence with thirty days of the submittal and must conclude within fifteen days from the commencement of the mediation unless a time requirement is extended by the City, Contractor, and the mediator.

12.2. Contractor and the City will first attempt to agree upon the selection of a mediator to assist in resolving the dispute. I f a mediator is unable to be agreed upon, the City will obtain a list of mediators from the American Arbitration Association (AAA).

The cost of the assistance of the AAA will be borne equally by the City and Contractor. Once the list is provided, the City and Contractor will each have ten days to strike names objected to, number the remaining names in order of preference, and return the list to the AAA. Each party may strike three names on a preemptory basis. If a party does not return the list within the time specified, all persons listed are acceptable. From the persons who have been approved on both lists, and in accordance with the designated order of mutual preference, the AAA will invite the acceptance of a mediator to serve. If Contractor and the City fail to agree on any of the persons named, or if acceptable mediators are unable to act, or if for any other reason the appointment cannot be made from the submitted lists, the AAA may appoint from among other members of the panel without the submission of additional lists.

If Contractor fails to strictly adhere to the foregoing procedure for the resolution of disputes, Contractor will waive any claim for extra compensation or damages. No oral appeals or oral protests will be considered substantial compliance with these provisions.

13. Construction. During construction at any of the Treatment Facilities, including proposed plant improvements and/or expansion, Contractor, the City and the construction Contractor/Subcontractor(s), will work together to maintain accessibility and minimize disruption and outages to the existing equipment and components. However, should construction problems be encountered, the causes of which are outside of Contractors control, compensation will be due to Contractor for any extra costs associated with equipment outages and, similarly, Contractor will not be responsible for effluent violations resulting from such outages due to construction. Contractor agrees to review

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specifications and provide technical assistance as requested and directed by the City during any facility modifications or expansion and start -up of such equipment and/or processes. Contractor will be reimbursed by the City for approved costs associated with such work.

14. Emergencies. Contractor is required to respond to all emergencies that occur at or in some way involve, the Treatment Facilities. However, any emergency not caused by the negligence, misconduct, or lack of contract fulfillment by Contractor, will be eligible for reimbursement by the City if such costs exceed $2,000 in a one-month period.

15. Labor Code and Prevailing Wage Requirements.

15.1. Contractor agrees to comply with the requirements of California Labor Code sections 1810 through 1815. Eight hours of labor constitutes a legal day’s work per Labor Code section 1810. Contractor will forfeit the statutory penalty to City for each worker employed in the execution of this Agreement by Contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Labor Code sections 1810 through 1815.

15.2. Copies of the determination of the Director of the Department of Industrial Relations of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this Agreement are available for download from the State website: http://www.dir.ca.gov/OPRL/dprewagedetermination.htm.

15.3. Contractor must post at the work site, or if there is no regular work site then at its principal office, for the duration of the Contract, a copy of the determination by the Director of the Department of Industrial Relations of the specified prevailing rate of per diem wages. (Labor Code § 1773.2.) When applicable, copies of the prevailing rate of per diem wages will be on file at City’s Financial Services Department – Procurement Services Division and available to Contractor and any other interested party upon request. Copies are also available on the Internet at http://www.dir.ca.gov/DLSR/PWD.

15.4. Contractor, and any subcontractor engaged by Contractor, may pay not less than the specified prevailing rate of per diem wages to all workers employed in the execution of the contract. (Labor Code § 1774.) Contractor is responsible for compliance with Labor Code section 1776 relative to the retention and inspection of payroll records. Notwithstanding the foregoing, this section shall not apply to Public Works contracts (or subcontracts) for (1) construction projects of $25,000 or less, or (2) alteration, demolition, repair, or maintenance projects of $15,000 or less, in accordance with California Labor Code section 1782(d)(1).

15.5. Contractor must comply with all provisions of Labor Code section 1775. Under Section 1775, Contractor will forfeit the statutory penalty to C ity for each worker employed in the execution of the Agreement by Contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor may also be liable to pay the difference bet ween the

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prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate.

15.6. Nothing in this Agreement prevents Contractor or any subcontractor from employing properly registered apprentices in the execution of the Agreement. Contractor is responsible for compliance with Labor Code section 1777.5 for all apprenticeable occupations. This statute requires that contractors and subcontractors must submit contract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice’s work for every five hours of labor performed by a journeyman (unless an exception is granted under § 1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in Labor Code section 3077, who are in training under apprenticeship standards and who have written apprentice contracts, may be employed on public works in apprenticeable occupations.

15.7. Contractor has reviewed and agrees to comply with any applicable provisions for any public work subject to Department of Industrial Relations (DIR) Monitoring and Enforcement of prevailing wages, including the registration requirements of Labor Code Section 1771.1(a). City hereby notifies Contractor that Contractor is responsible for submitting certified payroll records directly to the State Compliance Monitoring Unit (CMU). For further information concerni ng compliance monitoring please visit the website location at: http://www.dir.ca.gov/dlse/cmu/cmu.html.

15.8. Contractor must comply with Labor Code section 1771.1(a), which provides that Contractor may award any contracts and subcontracts for work that qualifies as a “public work” only to subcontractors which are at that time registered and qualified to perform public work pursuant to Labor Code section 1725.5. Contrac tor must obtain proof of such registration from all such subcontractors.”

15.9. If federal funds are used to pay for the work Contractor and any subcontractor agree to comply, as applicable, with the labor and reporting requirements of the Davis - Bacon Act (40 USC § 276a-7), the Copeland Act (40 USC § 276c and 18 USC §874), and the Contract work Hours and Safety Standards Act (40 USC § 327 and following).

16. Incorporated Documents. In addition to any other document expressly incorporated by reference, this Agreement also incorporates the following documents by reference:

16.1. Exhibit A – Scope of Services

16.2. Exhibit B – Compensation

16.3. Exhibit C – Insurance

16.4. Exhibit D – Performance Bond

16.5. Exhibit E – Payment Bond

16.6. Exhibit F – ASCO Template

16.7. City’s Request for Proposals

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17. Waiver of Damages . In no event shall City be liable to Contractor, or Contractor be liable to the City, either directly or indirectly, for any special, punitive, indirect and/or consequential damages, including damages attributable to loss of use, loss of income or loss of profit, even if such party has been advised of the possibility of such damages. The waiver of the foregoing damages under this section is intended to apply to only disputes and claims as between the City and the Contractor, a nd shall not apply to third party claims for indemnification under Section 6 (Indemnification) or the Contractor’s payment of any liquidated damages amounts under this Agreement.

18. Limitation of Liability.

18.1. If claims(s) raised by the City against the Contractor on account of this Agreement, or on account of the services performed hereunder is/are covered under the Contractor's insurance policies required of the Contractor here under, the Contractor shall not be responsible to the City for any loss, damage or liability beyond the amounts contractually required and actually paid pursuant to the limits and conditions of such insurance policies, except as follows. With respect to any causes of action and/or claims raised against the Contractor by the City that are not covered or only partially covered by the insurance policies required here under, the Contractor's liability to the City shall not exceed an aggregate amount equal to twelve million dollars ($12,000,000.00), and such limitation will reset upon each anniversary on July 1st. These limitations shall not apply to third party claims for indemnification under Section 6 of this Agreement, for which no limitations will apply.

18.2. With respect to cybersecurity liability claims(s) raised by the City, Contractor shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the City or any third party as a result of a data security breach or other cyber security breach to the Treatment Facilities or the City's computer systems, operating systems, and all other technological or information systems related to the Treatment Facilities and Services provided here, except to the extent such liability, loss, damage, expense, fine, or penalty arises from or relates to of Contractor's w illful or negligent acts or omissions, or are otherwise fully covered by applicable insurance of Contractor.

18.3. With respect to claims(s) raised by the City for the receipt of influent or loadings of any kind that cannot be treated by the existing Treatment F acilities, Contractor shall not be liable to the City costs, expenses, fines, penalties, damages, or liabilities resulting therefrom except to the extent such liability, loss, damage, expense, fine, or penalty arises from or relates to of Contractor's willful or negligent acts or omissions, or are otherwise fully covered by applicable insurance of Contractor.

18.4. Contractor shall not be liable for costs, expenses, fines, penalties, damages, or liabilities from the failure of the City to reasonably implement capital improvements or operational recommendations made by Contractor if such recommendations are necessary for legal compliance and no other reasonable alternatives exist.

18.5. Contractor shall not be liable for costs, expenses, fines, penalties, damages, or liabilities from claims directly caused by force majeure (and unrelated to Contractor's willful or negligent acts or omissions) if such force majeure events are excused as set forth in Section 11.

18.6. Contractor shall not be responsible for any costs, expenses, f ines, penalties,

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damages, or liabilities of any kin d from changes in law applicable to the Services, including, but not limited to changes in law, governmental regulations, monitoring requirements, effluent standards, or other changes , beyond the compliance and regulatory standards set forth in Section 2.1.

19. Miscellaneous Terms.

19.1. Nuisance. Contractor must not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19.2. Conflict of Interest. Contractor agrees to be familiar with and comply with all applicable federal, state, and local conflict of interest laws.

19.3. Waiver. A waiver by the City of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character.

19.4. Notices. Any notice required by this Agreement to be given in writing to the persons, at the addresses specified on the first page of this Agreement. Either party may change the specified person or address at which it is to receive notices by so advising the other party in writing.

19.5. Cost of Litigation. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of an alleged breach of any provisions of this Agreement, each party will bear its own costs.

19.6. Severability. If any part, term, or provision of this Agreement is held illegal, unenforceable, or in conflict with any law of a federal state. or local governmental having jurisdiction over this Agreement, the validity of the rema ining portions or provisions will not be affected by such holding.

19.7. Access. City officials have access to all of the Treatment Facilities covered by this Agreement at all reasonable times, subject to Contractor's reasonable safety regulations. City has the right to conduct a performance audit and evaluation of Contractor at such times as the City deems necessary. Contractor agrees to fully cooperate with any such audit. The City may employ consultants at the City's expense to assist the City in the audit.

19.8. Assignment. This Agreement is personal to Contractor. Any attempt at assignment by Contractor is void unless approved in writing by the Designated Official.

Contractor's services pursuant to this Agreement will be provided by the Contractor or directly under the supervision of the Contractor and Contractor may not assign another to supervise the Contractors performance of this Agreement without the prior written approval of the City, by and through the Designated Official.

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19.9. Clayton and Cartwright Act Assi gnments. In entering into this Agreement or a contract with a subcontractor to supply goods, services, or materials pursuant to this Agreement for the Project, Contractor and any subcontractor will be deemed to have offered and agreed to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700 of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials for the Project. This assignment will be deemed made and will become effective at the time City tenders final payment to Contractor, without further acknowledgement by the parties.

19.10. Compliance with applicable law. In performing the work Contractor must comply with all applicable statutes, laws and regulations, including, but not limited to, OSHA requirements and the municipal code. Contractor must, at Contractor’s sole expense, obtain all necessary permits and licenses required for the work and give all necessary notices and pay all fees and taxes required by law, including, without limitation, any business license tax imposed by City.

19.11. Authority to Administer. Unless otherwise specified in this Agreement, the City Manager or the Public Works Director is the City's representative to exercise all authority granted to the City under this Agreement, including but not limited to, entering into any amendments, additional service change orders and task orders, or other ancillary agreements or documents necessary to implement this Agreement.

19.12. Authority to Execute. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to exe cute this Agreement and to bind it to the performance of its obligations.

19.13. Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and permitted assigns of the parties.

19.14. Waiver. Waiver by any party of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work performed by Contractor will not constitute a waiver of any of the provisions of this Agreement.

19.15. Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party. Should any provisions conflict or require further interpretation, the following will be used in th is priority: (1) any amendments, change orders, and task orders ; (2) this agreement and its exhibits ; (3) the proposal; and (4) the request for proposal.

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19.16. Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read and construed without the invalid, void or unenforceable provision.

19.17. Venue. In the event of litigation between the parties, venue in state trial courts will be in the County of Los Angeles. In the event of litigation in a U.S. District Court, venue will be in the Central District of California, in Los Angeles.

19.18. Certification. Contractor certifies that it is not identified on a list created under the Iran Contracting Act, Public Contract Code 2200 et seq. (the “Act”) as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act.

19.19. Integrated Agreement. This Contract, including the Agreement Documents, is the entire, complete, final and exclusive expression of the parties with respect to the work to be performed under this Agreement and supersedes all other agreements or understandings, whether oral or written, between Contractor and City p rior to the execution of this Agreement.

19.20. Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Contractor and by the City Council or City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.

19.21. Execution Counterparts. This Agreement may be executed in counterparts and each such duplicate counterpart will constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart.

Moreover, each counterpart will be deemed for all purposes to be an original, and all such counterparts together will constitute one and the same instrument, binding and all parties. Transmission by facsimile, electronic mail, and /or other validated instantaneous electronic transmission to one party of a true copy of a counterpart duly executed by the other party will constitute valid delivery of such counterpart, and will be valid, binding and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute thi s Agreement with an electronic signature will be limited to a physical (“wet ink”) signature placed on a counterpart to this Agreement by a party and transmitted electronically as described in this Section to the other party.

[Signatures on the following page.]

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In recognition of the obligations stated in this Agreement, the Parties have executed this Agreement on the date indicated above.

"CONTRACTOR"
Inframark LLC

"CITY"
City of Burbank

Signature Signature

Name (Please Print) Name (Please Print)

Title Title

If Consultant is a corporation or LLC, a
second signature is required:

ATTEST:

Office of the City Clerk
Signature

Name (Please Print)

Title Kimberley Clark, City Clerk

Approved as to Form
Burbank City Attorney’s Office

By:

Signature

Kane Thuyen

Senior Assistant City Attorney

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS

1. ABBREVIATIONS

2. DEFINITIONS

3. GENERAL

3.1 Communications

3.2 Emergency

3.3 Computer

3.4 Inventory

3.5 Warranties and Guarantees

3.6 Project Schedule and Meetings

3.7 Local Purchasing

3.8 Inclusions

4. STAFFING

4.1 Operations and IPP/ISP staffing

4.2 Lab Staffing

4.3 Technical Support

4.4 Additional Studies

4.5 On-site Training

4.6 Subcontractors

4.7 Hours of Operation and Staffing

4.8 Replacement of Staff

5. REGULATORY COMPLIANCE

5.1 Compliance assurance

5.2 Liability for Fines

5.3 Reporting Requirements

5.4 Reports to City

6. RECLAMATION PLANT OPERATIONS

6.1 Records of Operation

6.2 Plant Appearance

6.3 Odor Control

6.4 Operations and Maintenance Manuals

6.5 Recreational Vehicle Discharges

6.6 Maintenance & Repair

6.7 Modifications

7. INDUSTRIAL PRETREATMENT PROGRAM (IPP)

7.1 IPP Activities

7.2 Enforcement Action

7.3 Modifications

8. STORMWATER ILLICIT CONNECTION / ILLICIT DISCHARGE
ELIMINATION PROGRAM – “ILLICIT STORMWATER PROGRAM” (ISP)

8.1 ISP Investigation

8.2 Outreach

8.3 Documentation

8.4 Enforcement Action

8.5 Modifications

8.6 Training

9. LABORATORY

9.1 Laboratory Activities

10. SAFETY

10.1 Safety Responsibility

10.2 Training and Safety

10.3 Security

1. ABBREVIATIONS
ATP: Alternate Test Procedure
BWRP: Burbank Water Reclamation Plant
Cal-EPA: State of California Environmental Protection Agency CAL-OSHA: California Occupational Safety and Health Administration CFR: Code of Federal Regulations
City: The City of Burbank
Contractor: The contractor listed above.

CRWQCB: California Regional Water Quality Control Board DHS: Department of Health Services
ELAP: Environmental Laboratory Accreditation Program
IC/ID: Illicit Connections and Illicit Discharges
IPP: Industrial Pretreatment Program
ISP: Illicit Stormwater Program
NPDES: National Pollutant Discharge Elimination System
O&M: Operations and Maintenance
QA/QC: Quality Assurance / Quality Control
RCRA: Resource Conservation and Recovery Act
RFP: Request for Proposals
SWRCB: State Water Resources Control Board
USEPA: United States Environmental Protection Agency

2. DEFINITIONS

The following definitions will govern this scope of services:

Permit Requirements
The Permit Requirements referred to in this document shall be understood to be:
(1) BWRP NPDES Permit No. CA0055531, CI-4424, Order No. R4-2023-0358 (2) WDR and Title 22 Water Recycling Requirements File No. 83 -25, CI-6753, Order No. R4-2016-0144
(3) NPDES Stormwater Industrial General Permit No., CAS000001, Order No. 2014-0057-DWQ, BWRP WDID No. 4 19I000724
(4) NPDES Municipal Separate Storm Sewer (MS4) Stormwater Permit, No.

CAS004001, Order No. R4-2021-0105
(5) the Los Angeles River Watershed Monitoring Program
(6) or any permit issued by the CRWQCB , SWRCB, or USEPA that amends, revises or replaces these permits while the contract is in effect.

Regulatory Agency:

The term Regulatory Agency referred to in this document shall be understood to be the SWRCB, CRWQCB, USEPA, Cal -EPA, South Coast Air Quality Management District, Department of Health Services, State Lab oratory or any agency imposing regulations upon the City of Burbank as it refers to the Treatment Facilities, the IPP, or the ISP.

Regulatory Requirements:

The Regulatory Requirements referred to in this document shall be understood to be:
(1) All SWRCB, CRWQ CB and USEPA laws, regulations, and guidelines regarding Local Limits and the IPP
(2) All SWRCB, CRWQCB, USEPA, Cal -EPA, Department of Health Services – Environmental Laboratory Accreditation Program (ELAP), and State Laboratory laws, regulations, and guidelines regarding monitoring, analysis or reporting at the Treatment Facilities
(3) The Code of Federal Regulations – Title 40, the California Health and Safety Code, and the California Code of Regulations as it relates to the Treatment Facilities, the IPP, or the ISP
(4) The Risk Management Plan for the BWRP
(5) The RCRA and Hazardous Materials Control Act
(6) The Burbank Municipal Code (BMC)
(7) The Clean Water Act (CWA) and the Porter -Cologne Water Quality Control Act
(8) And all other applicable, Federal, State and local laws and regulations.

Shall or Must – Denotes that which is a mandatory requirement.

Should - Denotes that which is recommended, not mandatory.

State – State of California
Task - A discrete unit of work to be performed
Treatment Facilities:

The Treatment Facili ties referred to in this document shall be understood to be the following, and any improvements or expansion made to any of these facilities the:
(1) The Burbank Water Reclamation Plant and Reclaimed Water Supply System, including force main and its accessori es, and an Administration Building with an analytical laboratory, at 740 North Lake Street
(2) the Beachwood Pump Station at 1419 Riverside Drive, and the Beachwood/Sparks Force Main , Air Relief Valves and appurtenances, generally along Riverside Drive, Sparks Street and Chandler Blvd. (3) the Beachwood Pump Station Motor Control Center at 650 Beachwood Drive

3. GENERAL
Contractor agrees to operate and maintain the City's Treatment Facilities, implement and manage the City's Industrial Pretreatment Program and Il licit Stormwater Program and provide all services described in this exhibit which is attached and incorporated and made a part of the Agreement by reference. These services include but are not limited to the following:
(1) The complete operation, maintenance and management of the City’s Treatment Facilities.
(2) The administration and implementation of the City’s IPP. (3) The administration and implementation of the City’s ISP.

All these tasks are to be performed in full coordination with the City’s Public Works Department, as defined by the Scope of Services, and in full compliance with all Permit and Regulatory Requirements.

3.1 Communication
Contractor shall transmit to the City all necessary and/or requested information regarding the IPP, ISP, and operation and maintenance of the City's Treatment Facilities in an expeditious manner.

3.2 Emergency
Contractor shall provide the names of designated emergency/or off -hour employees, together with their telephone numbers and/or cell phone numbers to the Public Works Department in order to facilitate the timely notification of designated employees in case of emergency. This list must be updated on a quarterly basis and whenever changes in personnel occur. Contractor will be required to respond to all emergencies that o ccur at or in some way involve the Treatment Facilities. Contractor shall designate at minimum an Operator and Industrial Waste Inspector as “stand by” to respond to emergency calls during unmanned hours.

3.3 Computers
Contractor shall operate and maintai n all necessary computer software to provide a comprehensive preventive maintenance management system for the Treatment

Facilities and an accurate cost accounting system for the water reclamation plant system and local pretreatment program.

Contractor shall also install and operate all computer hardware and software required to maintain all relevant data relative to industrial waste discharge permits, self monitoring reports, surveillance inspections, compliance inspections and sampling data, baseline monitoring data, compliance schedule program reports and various enforcement activities, etc. in conformity with all Permit and Regulatory Requirements.

The City will allow Contractor to use the existing computers at the Treatment Facilities and their accessories. The hardware and software shall become the sole property of the City after the termination of this Agreement. The software is solely for the exclusive use of the City and may not be used by any other person, company, or entity without the purchase of a licensing fee from the City or without the express written consent of the City.

3.4 Inventory
Within sixty (60) days from the commencement of this Agreement, Contractor shall provide the City with a written list of equipment inventory at each facility, which shall include the condition of all such equipment. The City shall have thirty (30) days to verify and accept Contractor’s list. This list shall be updated annually and shall be submitted to the City by August 31 each year that the contract is in effect.

3.5 Warranties and Guarantees
Contractor shall guarantee and maintain all warranties on all equipment.

3.6 Project Schedule and Meetings
Contractor shall meet with the City’s representative on a regular basis. The purpose of these meetings will be to discuss the strategies and issues relative to the operation of the Treatment Facilities, IPP, and ISP.

3.7 Local Purchasing
Contractor shall utilize local purchasing and shall hire staff from the regional area to the greatest extent practicable.

3.8 Inclusions
Contractor shall provide for wages, salaries and benefits, utilities (excluding electric power, potable water and refuse), materials and supplies required for efficient administration, operation and maintenance of the IPP, ISP, and Treatment Faci lities.

Materials and supplies include , but is not limited to , gasoline and diesel fuel, vehicles, vehicle supplies, accessories, office supplies, telephones, building and grounds maintenance supplies, photo supplies, medical supplies, safety equipment, l aboratory supplies, clothing and uniforms, office equipment, etc.

4. STAFFING
Contractor shall staff the facility with persons who are qualified, trained and adequately experienced to manage, operate, and maintain the City’s Treatment Facilities, including administration and implementation of the City’s IPP and ISP. The staff shall meet the minimum standards to undertake the basic responsibilities under this Agreement and shall meet or exceed all performance criteria and minimum qualifications.

4.1 Operations and IPP/ISP Staffing
Contractor shall provide a minimum of nineteen (19) technical personnel with appropriate education, training, certification, and experience required for effective operation and maintenance of the City’s Treatment Facilities and adm inistration of the City’s IPP and ISP in an effective manner and in full compliance with all Permit and Regulatory Requirements.

From time to time, the Contractor may suggest minor modifications to the staffing arrangement described in this section, provided that such arrangement provide the same or better service compared to the arrangement described below and such arrangement is approved by the City in writing.

The following list identifies the minimum staffing requirements:

Position Title
Required Certification
Level/Education
Experience
(Years)
Number Of
Positions
Plant Operations:

Project/Plant Manager SWRCB Grade V 10 1
Assistant Project Manager
Plant Operation SWRCB Grade IV 7 1
Operator – Grade III SWRCB Grade III 2 5 3
Operator – Grade II SWRCB Grade II 2 2 2
Instrumentation Technician /
Mechanical Maintenance Tech CWEA Grade I 1 5 2
Operator-in-Training SWRCB Grade I 1 0 1
10 1 Or able to obtain within 12 months
2 Or able to obtain within 18 months

Position Title
Required Certification
Level/Education
Experience
(Years)
Number Of
Positions
Industrial Pretreatment Program /
Illicit Stormwater Program:

IPP Coordinator
CWEA Grade III
Environmental Compliance
Inspector
10 1
ISP Coordinator CWEA Grade II Environmental
Compliance Inspector 2 3 1
Industrial Waste Inspector III
CWEA Grade III
Environmental Compliance
Inspector 2
5 1

Industrial Waste Inspector II CWEA Grade II Environmental Compliance Inspector 2 2 2
Industrial Waste Inspector I CWEA Grade I Environmental Compliance Inspector 1 0 1
6 Administrative:

Administrative Assistant Appropriate Training 5 1
Receptionist/Secretary Appropriate Training 1 1
Computer Support Appropriate Training 5 1
3 1 Or able to obtain within 12 months
2 Or able to obtain within 18 months

4.2 Lab Staffing
Contractor shall provide a minimum of six (6) technical personnel with necessary qualifications, trai ning, ce rtification and exp erience for efficient operation and maintenance of the City’s Laboratory. The following table shows the required level of staffing:

Laboratory:

Required Certification
Level/Education
Experience
(Years)
Number Of
Positions
Principal Chemist CWEA Grade III Laboratory
Analyst 5 1
Lead Laboratory Technician CWEA Grade II Laboratory
Analyst 1 3 1
Laboratory Technicians CWEA Grade I Laboratory
Analyst 1 2 4
6 1 Or able to obtain within 12 months
2 Or able to obtain within 18 months

4.3 Technical Support
Contractor shall provide on -call, backup expertise and experience to assure full compliance with this Agreement at no additional cost to the City.

4.4 Additional Studies/Technical Support
Contractor shall provide in -house professional, technical, and eng ineering expertise for investigating and developing engineering studies, solu tions and designs to meet the City’s potential needs at an additional cost agreed upon by Contractor and the City.

4.5 On-site Training
Contractor shall provide continued training of the on-site plant/operations personnel and IPP/ISP personnel.

4.6 Subcontractors
Contractor shall provide the names of any and all subcontractors that are proposed to be used during the performance of services required and shall identify the scope of services to be subcontracted. A list of all subcontracted work performed du ring each previous fiscal year shall be provided to the City by August 31 of each year the contract remains

in effect. This itemized list shall include the subcontractor’s name, a description of the work and cost.

4.7 Hours of Operation and Staffing
Hours of operation and staffing provided by Contractor shall meet the minimum full-time operations requirement set forth by Permit and Regulatory Requiremen ts. The Treatment Facilitie s must have a minimum of one operator (Operator – Grade III) scheduled to be present from 6:00 A.M. to 6:00 P.M. on weekdays and from 6:00 A.M. to 4:00 P.M. on weekends or holidays. At least one IPP inspector shall be scheduled to work until 6:00 P.M. on weeknights and at least six hours on Saturdays. There shall be a minimum of one Laboratory Technician or operator designee scheduled on weekends.

During after-hours Contractor shall designate at least one Operator and IPP Inspector as “standby” to respond to after hours (after 6:00 P.M.) emergency calls.

4.8 Replacement of Staff
Contractor recognizes that the efficient implementation and accomplishment of goals and objectives of the program greatly depend on continuity of the c ompany’s project management staff on site and periodic review by its upper management. Therefore, frequent turnover and/or continued vacancy of project management staff on site could result in termination of the contract for its remaining term.

Contractor shall provide to the City immediate notice when a position becomes vacant.

Contractor will be given ninety (90) days to replace any vacancy. For each day following this initial ninety (90) days’ time that a position is vacant, Contractor shall reduce the monthly invoice billed (refund) the City in an amount equal to the cost of the vacant position. In det ermining the salary amount of the vacant position, Contractor shall prorate the monthly gross income rate and shall include any fringe benefits allocate d to this position. Notice of this vacancy and reduction in costs shall continue until the full staffing has occurred. Contractor will have the right to temporarily fill any vacant position with qualified personnel upon approval by the City. Days during which said temporary staff is utilized shall not be counted toward the ninety (90) day ’ time allotment beyond which reimbursement is due the City. No vacant position shall be staffed with a temporary employee longer than one hundred and eighty (180) days for the Project Manager, A ssistant Project Managers, Lab Director and IPP Manager, and no longer than n inety (90) days for all nonmanagement staff. The Project/Plant Manager, the Assistant Project Manager (Plant) and Assistant Project Manager (IPP Coordinator) shall be subject to the City’s approval for a period of three (3) months from the date of appointment. Any subsequent replacement of management staff is subject to review and approval of the City prior to hiring.

5. REGULATORY COMPLIANCE

5.1 Compliance Assurance
Within the design and operational capabilities, Contractor shall assure full compliance with all Permit and Regulatory Requirements as they relate to the Treatment Facilities, IPP, or ISP. This includes but is not limited to complying with laws re lating to the collection of data and the development and/or revision of the City’s local limits or standards. Contractor shall also make appropriate recommendations to the City for adoption relating to the City's local limits in order to assure th e City's compliance with these laws. In the event effluent quality is not in compliance with Permit or R egulatory Requirements, Contractor will submit a report to the City outlining the proposed corrective action and a schedule of implementation thereof. Contractor shall inform the

City of any Permit and/or Regulatory Requirements that are unable to be met a nd the corresponding justification. Any Permit and/or Regulatory Requirements that the City agrees in writing that cannot possibly be met or that resul ts from a force majeure will not be subject to breach of this agreement.

5.2 Liability for Fines
Contractor shall be fully responsible for administrative, civil or criminal fines or penalties imposed by regulatory agencies, resulting from failure to ful ly compl y with Permit or Regulatory Requirements, or City of Los Angeles requirements relative to pollut ant levels in the City’s wastewater flows tributary to Los Angeles system as a result of Contractor’s negligent acts or omissions. Contractor will not be liable for any violatio n, fine or penalty that does not result from Contractor’s negligent acts or o missions in the performance of services set forth in this Agreement. Contractor's misconduct or negligence includes, but is not limited to, problems as sociated with process contr ol, operations and maintenance of the facility and any problems which are due to lack of proper administration and implementation of the IPP and ISP.

5.3 Reporting Requirements
Contractor shall collect, test, analyze, etc. all required field data in full compliance with the Permit and Regulatory Requirements and shall propose rev isions to the City’s local limits for pollutants as required by the CRWQCB. Contractor shall also provide required documentation, including calculations, rationale, justification and reports for submittal to the appropriate Regulatory Agency.

Contractor shall prepare all required reports in accordance with the City's Permit and Regulatory Requirements as they involve the Treatment Facilities, IPP, and IS P. The City of Burbank will be given a reasonable time to review these reports before Contractor submits them to the Regulatory Agency. Contractor will submit all reports to the appropriate Regulatory Agency in a timely manner. This requirement does not refer to special studies which will be submitted by the City.

5.4 Reports to City
Contractor shall prov ide administrative and management services, including but not limited to the submission to the City of a proposed annual capital improvement and major equipment repair or replacement budget, preventative and corrective maintenance reports, monthly program schedules and progress reports.

Contractor shall submit to the City monthly reports * covering operation, preventive and corrective maintenance, safety t raining, accidents, staffin g, safety equipment maintenance of the Treatment Facilities and summarizing I PP and ISP tasks and any other reports as may be required by the Director of Public Works or his/her Designee , including but not limited to:

Monthly Reports - Covering staffing; operations; plant flow, water quality, permit compliance and reporting; mainte nance of Treatment Facilities, including preventive and corrective maintenance; safety training, safety equipment, and accidents if applicable; summary of IPP, ISP, and laboratory tasks; and any other updates as required by the City.

Annual Report and Rev iew - Generally including a summary of the above Monthly Reports, and the annual reports required under NPDES regulatory permits. Information shall inc lude, but not be limited to , a financial and operations summary for the year; a performance summary of w ater quality delivered; safety & training program performance; a listing of major activities and accomplishments; identified areas of improvement; a sum mary of actual performance compared against operation and maintenance requirements in this Agreement; goals for next contract year; and staffing summary and position turnover. The report shall be provided in written format (3 hardcopies) and electronic for mat (MS Word and PDF with a ccompanying PowerPoint presentation) with a draft submitted by August 15 th each year. The City shall provide comments by September 15th of each year, and the final Annual Report finalized for submittal to City management by September 30th of each year. If requested, Contractor shall prepare a PowerPoint presentation and make presentation at City offices by October 30 th of each year, or as otherwise requested by City.

Chemical Optimization Plan (COP) - Contractor shall develop a plan to optimize chemical use for all Treatment Facilities within three (3) months of the effective date of the Agreement. The COP shall establish a baseline, identify near-term and long-term opportunities to optimize future chemical use, set goals, and include a plan to achieve specific milestones. The plan shall be reviewed and updated on a semi-annual basis, on or before July 1 and January 1 of each calendar year, highlighting all progress made in chemical use reductions, and incorporating new information and facilities into the analysis. City shall have the opportunity to review draft COPs and provide com ments prior to each COP being finalized.

Standard Operating Procedures (SOPs) - Contractor shall submit its Operations Manual within three (3) months of the effective date of the Agreement. SOPs shall be submitted annually thereafter or as otherwise requ ested by City, to incorporate new processes from vendors, manufacturers, and construction contractors. The Operations Manual shall consist of and include all SOPs.

Job Descriptions (JDs) - Contractor shall develop and maintain JDs for each position, including specific job title, job summary, core responsibilities and functions to be performed at the Treatment Facilities, qualifications and skills, and salary range. Contractor shall provide a copy of JDs to the City within three (3) months of the effective date of the Agreement, and then subsequently every two (2) years thereafter or as otherwise requested by City.

Equipment Repair and Replacement Plan ning - Contractor shall pro vide a detailed description of the type and quantity of facility equipment wh ich is anticipated to be repaired or replaced within the next fiscal year as requested by the City for its use in the annual budget preparation process. This shall include, at a m inimum, process equipment, maintenance equipment, laboratory equipment, IPP/ISP equipment, and office equipment. In addition, Contractor shall develop, with input from the City, a comprehensive five -year major maintenance/capital improvement plan, as well as a ten -year replacement planning program, that will list the work that is n eeded to cost -effectively preserve the capability of the Treatment Facilities to operate reliably over the

long term. Contractor shall update and submi t the plan by December 15 th of each year, for preparation of the City’s annual budget process for the following fiscal year.”

*Forms and/or Reports may be amended or updated from time-to-time.

6. RECLAMATION PLANT OPERATIONS

6.1 Records of Operation
Contractor shall maintai n complete and accurate records regarding the Treatment Facilities which incl udes records pertaining to all tasks relative to administration and implementation of the City’s IPP and ISP in accordance with Permit and Regulatory Requirements. These records shall be available for inspection by the City, during normal working hours. When the contract terminates these records shall become the property of the City.

6.2 Plant Appearance
Contractor recognizes the concern of the City reg arding the appearance of th e grounds, buildings and structures and agrees to maintain the cleanliness an d appearance of the plant site in a sanitary, professional manner. Contractor shall be responsible for maintenance of the lawn, tree and plant trimming and miscellaneous maintenance work at the Treatment Facilities.

6.3 Odor Control
Contractor shall operate the Treatment Facilities in a manner to prevent and/or mi nimize the generation of odors through an on -going odor control program and deal in a professional manner with communit y groups or individuals concerned with odors or any other aspects of plant operations.

6.4 Operations and Maintenance Manuals
Upon completion of construction of any future plant improvements and/or expansion, the Operations and Maintenance Manuals will require revision and updating. It shall be the responsibility of Contractor to recommend modifications and provide review comments on such manuals and documents and, upon concurrence with the City, to make the necessary changes in the manuals. The current v ersion of these manuals will be maintained at the Treatment Facilities and wi ll be updated on a regular basis by Contractor as needed. When the contract terminates these manuals shall become the property of the City.

6.5 Maintenance & Repair
Contractor shall maintain all equipment and structures of the Treatment Facilities and shall install a comprehensive computerized preventive and corr ective information maintenance system. All equipment and structures of the Treatment Facili ties shall be regularly ins pected by Contractor to detect equipment wear and tear and potential equipment failure. The City shall be notified promptly of any equipment that requires replacement or repair. This preventive maintenance system will provide a n inventory of spare parts and documentation of warranties and all preventive and corrective maintenance performed. This historical data for all equipment is to be readily available for inspection by the City. At the end of the contract term these record s and software shall become the sole property of the City. Contractor shall have vibration testing

performed on equipment annually. The results of these tests shall be submitted to the City.

6.6 Modifications
Contractor shall submit to the City and obtain the City’s approval for any modifications, equipment additions, changes, or non-routine major maintenance undertakings. All such modifications, additions, eq uipment installations due to such modification shall become an integral part of the facility and shall become City property.

6.7 Treatment Capacity
Contractor shall operate the Treatment Facilit ies at or near capacity unless a decrease in flow is necessary to maintain compliance with Regulatory Requirements, facilitate construction or clear direction is given by the City.

7. INDUSTRIAL PRETREATMENT PROGRAM (IPP)
Contractor shall implement and administer the City’s IPP in accordance with the City’s Pretreatment Program Manual, Burbank Municipal Code requirements and all Permit and Regulatory Requirements. This will include but not be limited to the tasks related to issuance and renewal of Indus trial Waste Discharge Permits; file and record management; and routine compliance and enforcement tasks, etc.

7.1 IPP Activities
IPP activities include but are not limited to:
(1) reviewing, field verifying and ensuring that all entries in the Industrial Wa ste Discharge Permit application are complete and accurate
(2) identifying the appropriate industrial classification and draft site -specific permits for approval and issuance by the City
(3) performing compliance inspections
(4) sampling and monitoring of permittees discharge reflecting the Class of Permit and in compliance with Regulatory Requirements
(5) conducting follow-up inspection as required
(6) assisting in adminis tering the progressive enfo rcement actions against consistent violators of permit requirements
(7) sampling and monitoring wastewater flow to and from the City of Los Angeles for those constituents required by contract with Los Angeles or Permit and Regulatory Requirements
(8) documenting and maintaining all required records
(9) preparing and submitting all required rep orts to all federal, state, local regulatory agencies and to the City, as required.

7.2 Enforcement Action
In the event that industrial discharger permit holders are found to be i n non-compliance with their permits, the Burbank Municipal Code, or Federal o r State environmental laws and regulations, Contractor will follow the IPP manual in enforcement actions and will forward this information to the City.

Contractor shall assist the City in administering progressive enforcement actions, including, but not li mited to drafting letters and Notice(s) of Violation, Management Review Hearings or monetary penalties, against violators of Industrial Waste Discharge Permits or other Regulatory Requirements involving the IPP. Contractor shall perform necessary follow -up inspections and sampling, etc. to verify that the permittee is complying with the stipulated enforcement action conditions and shall notify the City in writing in the event that the permittee is still not in compliance.

7.3 Modifications
Contractor will document all program changes and modifications to be made to the City’s Pretreatment Program Manual to assist the City in evaluating or updating the Cit y’s pretreatment ordinance in accordance with Permit and Regulatory Requirements.

Should the City intend to make revisions to the ordinance, Contractor shall provide the City with written comments and suggestions on the proposed changes.

Should any furthe r changes be required to th e Local Limits by a Regulatory Agency, Contractor will assist the City in making those changes.

8. “ILLICIT STORMWATER PROGRAM” (ISP)
The purpose of the Illicit Stormwater Program (ISP) is to coordinate the reporting and tracking of all illicit connections and illicit discharges (IC/ID) to the stormwater system. A designated person, the ISP coordinator, will be the focal point for reporting of all IC/ID discovered by City employees, Industrial Waste Inspectors, Regulatory Agencies, citizens, etc. The ISP Co ordinator will work in conjunction with the Industrial Inspectors in following -up on all reports of IC/ID and shall assist the City in administering enforcement actions against all violators.

Contractor shall implement and administer the ISP in accordance with the NPDES MS4 Stormwater Permit, or the permit which replaces it. The IS P shall also adhere to the Burbank Municipal Code and all P ermit and Regulatory Requirements, including the NPDES M unicipal Stormwater (MS4) Permit iss ued to Los Angeles County o r its replacement. The purpose of this program is to detect and enforce remov al of illicit discharges and improper disposal into the storm drain system. This program includes the elimination of illicit discharges and connection s for both industrial/comme rcial users and residents.

8.1 ISP Investigation
Incidental spills, or disposal (including sanitary sewer leaks or overflows) reported by the City, the public, other agencies or observed by Contractor staff during the course of their normal daily activitie s will be investigated and forwarded to the City’s sewer maintenance crew for containment and clean-up.

Suspected prohibited non -stormwater discharge to the storm drain system reported by the City, the public, other agencies or o bserved by Contractor staff during the course of their normal daily activities that may be resulting from an illicit connection or whose origin is unknown will be i nvestigated. If the nature and source of the discharge is determined, action will be taken to eliminate the discharge though voluntary termination or enforcement action.

Contractor will manage the program to document all incoming calls regarding potential illicit connections and/or illicit discharge/disposal practices, investigate complaints, communicate and coordinate the appropriate response(s), follow up with the

complainant as needed, and maintain proper documentation and records.

8.2 Outreach
Outreach materials created by the City will be made available and provided to Contractor for their staff to hand out as needed. If additional outreach materials are required, Contractor shall draft them a nd submit to the City for review and approval. A proactive approach will be taken to eliminate illicit discharges to the storm drain system.

8.3 Documentation
A standardized rec ord keeping system will be implemented to document illicit discharges. These records will include and Inspection Report and photos , with the following information , at a minimum : date, time, location, type of material, source, photos, action taken, and dat e incident was closed. An annual report will be prepared for each fiscal year , July 1 through June 30, which tabulates the number of calls, investigations and eliminations, of illicit connections and discharges.

8.4 Enforcement Action
Contractor will as sist the City in administering the progressive enforcement actions against violators of the ISP.

8.5 Modifications
Contractor will document all program changes and modifications to be made to the City’s Illicit Stormwater Program Manual to assist the City in evaluating or updating the City’s stormwater ordinance in accordance Permit and Regulatory Requirements. Should the City intend to make revisions to the ordinance, Contractor shall provide the City with written comments and suggestions on the proposed changes.

8.6 Training
All industrial Waste Inspectors will be trained at least once per fiscal year in an overview of the Clean Water Act and NPDES stormwater program, potential sources of stormwater pollution, potential impacts of illicit non -stormwater discharges on receiving waters, field observation of illicit discharges/disposa l/connections, reporting procedures and forms, identification of nature and source of illicit discharges/disposal and the Burbank Municipal Code requir ements for stormwater pollu tion prevention on private property.

9. LABORATORY
The Treatment Facilities include an analytical laboratory for plant process control, Permit Requirements, and the City’s IPP and ISP.

9.1 Laboratory Activities
Contractor laboratory activities include but are not limited to:
(1) all tasks relative to sampling, testing, and analysis of wastewater and effluent samples required for Water Reclamation Plant process control (2) self-monitoring, analysis, and reporting requirements per Permit a nd Regulatory Requirements
(3) analysis of industrial waste samples collected during the compliance and follow-up inspections of permittees
(4) analysis of wastewater sampl es required by contract with the City of Los

Angeles
(5) QA/QC program and documentation and mai ntenance of all records req uired by the City, Permit and Regulatory Requirements
Contractor shall establi sh and maintain the necessary certification and registration to assure that the laboratory is in full conformance with Permit and Regulatory Requirements, including the Environme ntal Laboratory Accreditation Program (ELAP) .

All required tests and analyses are to be performed according to Permit Requirements and b ased on accepted methods for compliance monitoring programs. The methods applied will be bas ed on 40 CFR Part 136, EPA -ATP, or DHS -ELAP with promulgated versions of and other Department of Health Services regulations, the latest edition of the Standard Methods for Examination of Water and Wastewater or USEPA amendments pertaining to existing ATP methods,

10. SAFETY
Contractor shall perform all work under this Agreement in such a manner as to provid e safety to the public and operating personnel including Ci ty staff, and to meet or exceed the safety standards outlined by CAL-OSHA, except that Contractor shall not be required to make capital improvements to the Treatment Facilities to achieve such comp liance.

The consultant shall maintain the work site free of hazards to persons and property resulting from its operations. Any hazardous conditions n oted by the Contractor, which are not the results of his operations, shall immediately be reported to the City. The City reserves the right to halt performance of the agreement if it determines that unsafe or harmful acts are occurring.

10.1 Safety Responsibility
Contractor shall be responsible for administration of safety programs including, but not limited to, the following:

1. Establishing appropriate general workplace and confined space safety procedures as per CAL-OSHA regulations.

2. Training and requiring all personnel in the proper use of Personnel Protection Equipment (PPE), gas detection equipmen t and established safety procedures, including strict conformance to the “confined space entry procedures.”

3. Training of all personnel in proper use of safety equipment and apparatus, including Self-Contained Breathing Apparatus (SCBA) units.

4. Maintenance and calibration of all safety equipment on an established schedule.

5. Record keeping of all safety-related activities in conformance with the C ity’s Safety Manual and/or CAL-OSHA regulations.

6. Conduct tailgate meetings at least every ten (10) wo rking days and monthly safety meetings with supervisors and members of the employee Safety Committee.

7. Develop an annual program of tailgate meeting s, safety demonstrations, a nd maintenance of safety equipment.

8. California Code of Regulations , Title 8, Section 3203 – “Injury and Illness Prevention Program ” which became effective July 1, 1991, and requir es every employer to establish, implement, and maintain an effective Inju ry and Illness Prevention Program (IIPP). This program is required to be in w riting and shall at a minimum address the following:

(a) Identify the person or persons with authority and responsibility for implementing the IIPP.

(b) Include a system for ensuring that employees comply with safe and healthy work practices. Substantia l compliance with this provision includes recognition of employees who follow safe and healthful work practices, training and retraining program, disci plinary actions, or any oth er such means that ensures employee compliance with safe and healthful work practices.

(c) Include a system for communicating with emplo yees in a form readily understandable by all affected employees on matters relating to occupational safety and health, including provisions designed to encourage employees to inform the employer of hazards at the worksite without fear of reprisal. Substantial compliance with this provision includes meetings, training programs, posting, written communications, a system of anonymous notification by employees about hazards, labor/management safety and health committees, or any other means that ensure communication with employees.

(d) Include procedures for identifying and evaluating workplace hazards including scheduled peri odic inspections to identify unsafe conditions and work practices. Inspections shall be made to identify and evaluate hazards whenever - (1) New substances, processes, procedures, or equipment are introduced to the workplace th at represent a new occupati onal safety and health hazard; and

(2) Contractor is made aware of a new or previously unrecognized hazard.

(e) Include a procedure to investigate occupational injury or occupational illness.

(f) Include method and/or procedures for correcting unsafe or unhealthy conditions, work practices and work procedure in a timely manner b ased on the severity of the hazard:

(1) When observed or discovered; and

(2) When an imminent hazard exists which cannot be immediately abated without endangering employee(s) a nd/or property, remove all exposed personnel from the area except those necess ary to correct the existing condition. Employees necessary to correct the hazardous condition shall be provided the necessary safeguards.

(g) Provide training and instruction:

(1) To all new employees;

(2) To all employees given new job assignments for which training has not previously been received;

(3) Whenever new substances, processes, procedures or equipment are introduced to the workplace and represent a new hazard;

(4) Whenever the employer is made aware of a new or previously recognized hazard; and,

(5) For supervisors to familiarize themselves with the safety and health hazards to which employees under their immediate direction and contro l may be exposed.

9. California Code of Regulations, Title 8, Section 320 3- Injury and Illness Prevention Program which requires records of the steps taken to implement and maintain the program which include the following:

(a) Records of scheduled and p eriodic inspections require d to identify unsafe conditions and work practices including person(s) conduct ing the inspection, the unsafe conditions and work practices, that have been identified and action taken to correct the identified unsafe conditions and work practices. These records shall be maintained for three (3) years; and

(b) Documentation of safet y and health training required for each employee, including employee name or other identifier, training dates, type(s) of training, and training providers. This documentation shall be maintained for three (3) years.

10. Contractor shall require all of its subcontractors ("Construction Industry") to fully comply with California Code of Regulations , Title 8, Section 1509 - Injury and Illness Prevention Program. Prior to Contractor awarding a subcontract, require the subcontractor to submit an Injury and I llness Prevention Program which includes at the minimum the following:

(a) Every employer shall establish, implement, and maintain an effective Injur y and Illness Prevention pr ogram in accordance with Section 3203 of the General Industry Safety Orders.

(b) Every employer shall adopt a written Code of Safe Prac tices which relates to the employer's operations.

(c) The Code of Safe Practices shall be p osted at a conspicuous loca tion at each job site office or be provided to each supervisory employee who s hall have it readily available.

(d) Periodic meetings of supervisory employees shall be held under the direction of management or the discussion of sa fety problems and accidents that have occurred.

These are minimum requirements and additional safety pro grams may be requested depending on the project. Example: Confined space entry and rescue procedures, trench, and shoring work, etc.

11. Submit monthly reports to the Public Works Director enumerating the safety issues, problems, solutions, and programs acc omplished in the prevention of accidents, etc., including the log of safety equipment maintenance, etc.

10.2 Training and Safety
Contractor shall prov ide and conduct a planned c lassroom and “hands on” training program for all their personnel to ensure the required certification levels of its employees, staff and agents and to ensure proper operation and maintenance of the Treatment Facilities, and to ensure that the local pretrea tment program is run in a safe and efficient manner. Contractor shall develop and practice a workplace safety and health program in accordance with the CAL-OSHA requirements.

Contractor shall administer all safety programs, insp ections, training and preve ntive maintenance in compliance with all CAL/OSHA and City’s safety manual procedures.

Contractor shall be required to comply with Califo rnia Code of Regulations Title 8, Section 3203, and with all applicable CAL/OSHA requirement s including Article 108 of Title 8.

10.3 Security
Contractor shall properly secure the Treatment Facili ties and devices to the reasonable satisfaction of the City. All equipment assigned by the City to Contractor shall be restricted to Contractor’s use and only for that use which is necessary for the performance of work under this Agreement.

1 ATTACHMENT 2 – EXHIBIT B

EXHIBIT B

COMPENSATION

1. ABBREVIATIONS
See EXHIBIT A

2. DEFINITIONS
See EXHIBIT A

3. GENERAL
The City shall pay Contractor compensation for the following services:

(1) Lump sum monthly payment for operations and maintenance of the Treatment Facilities This amount shall constitute payment for all duties specified in this Agreement for which payment is not made under items 2, 3, 4, and 5 below.

(2) Lump sum monthly payment for administering and implementing the City’s IPP and ISP This amount shall constitute payment for all duties related to the IPP or ISP specified in this Agreement for which payment is not made under items 3, 4, and 5 below.

(3) Pass Through - Outside Laboratory Services as a monthly cost-plus administration fee This amount shall inc lude all costs for laboratory services required by Permit Requirements or IPP and ISP tasks defined in this contract. Requests shall be submitted to the City by December 15 for the following fiscal year.

(4) Pass Through – Process Chemical costs as a monthly cost-plus administration fee This amount shall include all chemical costs (sodium hypochlorite, sodium bisulfite, ammonia, polymers, etc.) utilized for Treatment Facility operations as defined in this contract. Requests shall be submitted to the Ci ty by December 15 for the following fiscal year.

(5) Pass Through - Facility maintenance supplies and materials as a monthly cost, plus administration fee
Facility maintenance supplies and materials is defined as those items used for preventative and corrective maintenance of equipment at the Treatment Facilities. Administrative or office supplies are not included in this monthly cost. Requests shall be submitted to the City by December 15 for the following fiscal year.

(6) Capital expenditures
Capital expenditures for the Treatment Facilities, IPP, or ISP shall be requested through the annual budget process. Capital expenditures shall include the purchase or the repair of equipment at the Treatment Facilities or for use in the IPP or ISP tasks. Contractor shall be compensated for the approved purchase of any items as specified under Section 4.2 of this exhibit Requests shall be submitted to the City by December 15 for the following fiscal year.

In the event that an unbudgeted item is required for ope rations, Contractor shall submit a request as soon as possible so that a budget transfer can be made if necessary , or the item

2 ATTACHMENT 2 – EXHIBIT B

can be covered under the CIP Fund Contingencies if approved by the City.

For City -approved capital expenditures that are a mini mum of $200,000 and involve construction, alteration, or improvement of any City -owned buildings or structures, Contractor shall enter into an agreement with a contractor to perform the work by utilizing a process this is substantially similar to the forma l bidding procedures listed in Burbank Municipal Code section 2 -2-115, or amendments , in accordance with City processes for such agreements and amendments. Notwithstanding the advertising requirements contained in Burbank Municipal Code section 2 -2-115(A), Contractor may advertise bids for such projects electronically. For City -approved capital expenditures that are less than $200,000 and involve construction, alteration or improvement of any City -owned buildings or structures, Contractor shall enter into an agreement with a contractor to perform the work, utilizing an informal bidding procedure. Notwithstanding the foregoing, Contractor shall notify the City of any conditions believed to be an emergency, and the City’s Purchasing Manager may waive bidding requirements if the conditions rise to the level authorized under the Burbank Municipal Code. For all agreements with contractors for the provision of construction, alteration, or improvement of City -owned buildings or structures, Contractor shall include the following requirements in the agreement:

i. Contractor shall require its subcontractors to obtain and maintain, for the life of the City -approved capital expenditure project, General Liability and Property Damage Insurance protecting the contractor an d its subcontractors (if applicable) from any and all claims for damage, for personal injury, including accidental death and for property damage which may directly or indirectly arise from, grow out of, or be attributable to, the contractor’s operations or performance under the agreement, whether such operations by the contractor or by its subcontractor(s) (if applicable) , or by any person directly or indirectly employed by either or any of them, and Contractor shall require its subcontractors to indemnity and save harmless the City of Burbank, its officers, employees, agents and representatives from all actions, causes of action, claims, debts or demands of any and every kind of nature whatsoever, by reason of, growing out of, or attributable to the work to be performed by the contractor or subcontractor(s) (if applicable) under the agreement. The amount of such insurance shall be in an amount of not less than One Million Dollars ($1,000,000) combined single limit for injuries, including accidental death an d property damage on account of any one occurrence. The policy shall provide for coverage of all claims occurring during the term of the policy notwithstanding the fact that the claim may be asserted subsequent to the expiration of the policy.

Furthermore, the contractor and subcontractor(s) (as applicable) shall include “The City of Burbank, 275 East Olive Avenue, Burbank, CA 91502, its officers, employees, agents and representatives” as additional insureds with regard to agents and representatives” as a dditional insured with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the contractor.
ii. For agreements with Contractor/subcontractor(s) that exceed $25,000, Contractor shall include the following p rovision in the Agreement: The contractor shall provide the City of Burbank with a n annual faithful performance bond and payment bond with a responsible Corporate Surety authorized to issue such

3 ATTACHMENT 2 – EXHIBIT B

bonds in California, in the sum of not less than 100% of the maximum amount of the total annual contract price; such bonds shall be renewed annually Contractor before July 1st for the duration of this Agreement. The form of the bonds may be provided through the forms set forth as Exhibits D and E.

(7) Materials, Supplies, and Services
Materials, supplies, and services for the laboratory, IPP, or ISP shall be requested through the annual budget process. Materials, supplies, and services eligible for reimbursement by the City shall be limited to the purchase of con sumable monitoring equipment such as pH probes and service agreements for equipment at the laboratory, IPP, or ISP tasks.

Contractor shall be compensated for the approved purchase of any items as specified under Section 4.2 of this exhibit. Requests shall be submitted to the City by December 15 for the following fiscal year.

4. PAYMENT
Monthly invoices shall be received by the City on the 15th day following the month in which services were rendered. The City shall pay Contractor within thirty (30) worki ng days after the receipt of such properly documented invoice. Contractor shall provide a detailed invoice each month on items (3), (4), (5), (6) and (7). The invoice on these items must include, at a minimum, a description of item(s) purchased, the unit cost, the total cost, the administrative fee, and a brief statement on what the item was or will be used for , along with copies of vendor invoices to Contractor and an itemized summary of vendor invoices.

4.1 Failure to Perform
If Contractor fails to comply with any requirements under this Agreement in any given month, the City shall have the right to withhold compensation for any invoices submitted by Contractor for that month in proportion to the estimated cost to the Cit y resulting from the failure to perform by Contractor. Additionally, Contractor shall be responsible for paying any additional costs, any administrative, civil and/or criminal penalties or fines imposed on the City as a result of Contractor’s acts or omissions.

4.2 Additional Payments
In addition to the monthly payments in Items (1) through (5) in Section 3 of this exhibit, the City shall also pay for any additional services added to the Scope of Services as described under Section 2.0 of the Agreement, the costs of any repairs necessitated by a substantiated Force Majeure, or any capital expenditures for capital improvements. Capital improvements eligible for reimbursement must be in excess of $ 2,500 excluding administrative overhead. These expenditures must be approved by the City by an Additional Service Change Order (ASCO) or other amendment to Agreement prior to their purchase. Each request shall identify the item, describe the scope of work, whether it is equipment/materials purchase only or equipment/materials plus labor/installation, the estimated cost and tax, administrative fee and degree of urgency. The asset tag number of any item being replaced must also be listed.

Upon receipt of a request by Contractor to add additional services to the Scope of S ervices, the City shall review such request and prepare an ASCO to be attached to the Agreement for all approved additional services in a form substantially similar to the form attached and incorporated herein as Attachment “ F”. The ASCO shall be approved and signed by both Part ies prior to the performance of such additional services. The City Manager or Public Works Director shall have authority to approve and execute ASCO on behalf of the City if authorized under the City’s purchasing ordinance and admi nistrative policies. Notwithstanding for foregoing, any Additional Service Change Order for work involving construction, alteration, or improvement of any City - owned buildings or structures and is $200,000 or greater, may be approved and executed

4 ATTACHMENT 2 – EXHIBIT B

administratively, if such work w as included as a line item in the City’s Public Works Department budget or in the appendix to the budget book approved by City Council.”

Contractor shall be responsible for all other expenses arising out of, but not limited to any fees imposed by City of Los Angeles for diversion of additional flows resulting from the negligent or intentional failure of Contractor to properly operate and maintain the Treatment Facilities or the IPP. The City shall pay such fees, only if suc h divers ion of flow is due to ca uses beyond Contractor’s control. The additional flow shall be defined as the average pumping rate from the Beachwood Pumping Plant plus (+) the metered flow that is wasted from the BWRP during the event minus (-) the pumping rate of the Beachwood Pumping Plant during the event minus (-) the average metered flow wasted to Los Angeles from BWRP that month on the days outside of the specified event. The parties agree that the City will reimburse Contractor a management fee when Contractor provides additiona l services not specified in the Scope of Services . The management fee for which Contractor can bill the City for the cost shall be 8% for all additional services worked. Similarly, all capital items under $200,000 purchased by Contractor that have been approved in writing by the City shall be reimbursed by the City with 10% administrative fee paid to Contractor. The administrative fee for any capital item over $200,000 shall be limited to 5%.

4.3 Future Adjustment in Monthly Payment
Commencing on July 1, 2025, lump sum compensation (see Exhibit B, Section 3, Items 1 and 2) for each year shall be increased by a combination of the annual Employment Cost Index (ECI) and the Consumer Price Index (CPI) . The ECI will account for 80% of the adjustment and the CPI will account for 20% of the calculation.

The 12 -month percent average change in the Fiscal Year (July – June) CPI for Urban Wage Earners and Clerical Workers in Los Angeles -Riverside-Orange County and t he 12 -month average percentage change in the ECI (not seasonally adjusted) for Total Compensation, Private Industry, Index Number, West Region in the Fiscal Year for the following fiscal year shall be used for this calculation.

5. LUMP SUM PAYMENTS
Item (1) will include a fix ed monthly s um of $ 313,430.83 per month for Operations and Maintenance of the Treatment Facilities (for the first year, with future years being adjusted by formula in Section 4.3).

Item (2) will include a fixed monthly sum of $ $85,319.16 per month for a dministering and implementing the City’s IPP and ISP (for the first year, with future years being adjusted by formula in Section 4.3).

Service Monthly Fee Annual Fee
1 Lump sum for operations and $313,430.83 $3,761,170.00 maintenance of the Treatment Facilities
2 Lump sum monthly payment for
administering and implementing the $ 85,319.16 $1,023,830.00 City’s IPP and ISP

Total $4,785,000.00

6. PASS-THROUGH COSTS/PAYMENTS
Items (3), (4 ), and ( 5) in Secti on 3 of this Schedule of Compensation will be billed as pass -

5 ATTACHMENT 2 – EXHIBIT B

through costs with 8% administrative fee added. These monthly cost estimates are illustrated in the table below. Contractor shall provide the City with an estim ate of all pass-through costs for each upcoming fiscal year by December 15. This estimate will provide the baseline amount for the upcoming fiscal year. It must include both a summary of the previous fiscal year’s expenditures and a justification for any increases in the estimated annual costs.

6 ATTACHMENT 2 – EXHIBIT B

Fiscal Year Fiscal Year Fiscal Year
Service 2024-25 2024-25 2024-25
Estimated Estimated Estimated
Monthly Costs Annual Cost Annual Cost
(Baseline) with 8%
Administrative
Fee
3 Pass-through cost estimate for $19,224.22 $230,690.64 $249,146.00 outside laboratory analysis

4 Pass-through cost estimate for $40,640.66 $487,687.92 $526,703.00 process chemicals

5 Pass-through cost estimate for $24,150.61 $289,807.32 $312,992.00 facility maintenance supplies
and materials

Total = $84,015.49 $1,008,185.88 $1,088,841.00

6.1 Pass-through Cost Incentive Program
All costs associated with outside laboratory analysis, process che micals, and facility maintenance must be performed in a cost -efficient manner. If the sum total of any one of these baseline costs exceeds 10% of the estimate in any fiscal year, additional costs shall be reimbursed to Contractor without the 8% administrative fee. If the sum total of the any one of these baseline costs results in savings greater than 5% of th e estimate in any fiscal year, Contractor shall be paid 50% of the cost difference between the estimate and the actual costs for outside laboratory analysis and process chemicals (not including facility maintenance ). However, Contractor shall not be enti tled to receive such savings to the extent they are attributable to conditions outside of Contractor's control and not related in any way to efficienci es, process improvements, corporate pricing agreements or other initiatives of Contractor.

By July 31, Contractor shall submit to the City justification for participation in shared cost savings from the previous fiscal year. Upon approval by the City, these shared savings will be accounted for on the September invoice following the fiscal year in which they were realized.

The baseline cost for outside laboratory services does not take into account additional testing required far industries that require follow-up inspection or slug tracking following a plant upset.

The additional outside laboratory costs s tated in this section shall be itemized in each monthly invoice and approved by the City.

6.2 Outside Laboratory Analysis
Any studies requested by the City that are outside of Permit and Regulatory Requirements will not be included in t his calc ulation. A minimum of two jar test studies will be performed by a chemical vendor each year to verify the most advantageous coagulant to be used at the Treatment Facilities. Results of shall be submitted to the City.

6.3 Process Chemicals
Should any upgrades or modifications to the BWRP occur during the contract period, these limits

7 ATTACHMENT 2 – EXHIBIT B

will be reevaluated and negotiated b etween Contractor and the City. Contractor shall obtain a minimum of three vendor quotes each year on each type of chemical used at the Trea tment Facilities. Results of shall be submitted to the City. The lowest responsible vendor quote shall be used unless the City authorizes otherwise.

6.4 Facility Maintenance
Should any upgrades or modifications to the BWRP occur during the contra ct period, these limits will be reevaluated and negotiated between Contractor and the City.

7. SALARY SURVEY
Contractor shall demonstrate that the Project Management Sta ff is given competitive salaries in order to retain and attract quality personnel. Contractor shall conduct a City approved salary survey every two years for the Project Management Staff, which includes the Project/Plant Manager, the Assistant Project/Pla nt Manager, and the IPP Coordinator. The first such survey shall be completed before November 30, 2025.

8. EMPLOYEE RETENTION PENALTY
Maintaining a trained, engaged, and stable work force on the Burbank Wate r Reclamation Plant project is important to bo th Contractor and the City of Burbank. Should in any contract year employee turnover (ET) become excessiv e, then Contractor shall pay the City penalties in accordance with the following:

Level of ET Total Penalty ($)
≤ 3 $0
4 $15,000
5 $25,000
6 $35,000
7 $45,000
8 $60,000
9 $80,000
10 $100,000

Employees dismissed for cause during a one-year probationary period will not count toward the employee turnover penalty described above.

The proposed “Project/Plant Manager” shall make a commitment to provide excellent service for a minimum duration of five (5) years. If the initial Project/Plant Manager (Linda Martinez) leaves the position in less than five (5) years, the Contractor shall pay the City penalties in the amount of $200,000 and must immediately begin recruitment of another Project/Plant Manager that is acceptable to the City , unless the P roject/Plant Man ager suffers a catastrophic life event or a major medical condition that prevents the Project/Plant Manager from fulfilling their duties (subject to the verification, review, and approval by City) .

1 ATTACHMENT 2 – EXHIBIT C

EXHIBIT C

INSURANCE REQUIREMENTS

Contractor shall procure and maintain , for the Term of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor its agents, representatives, employees or subcontractors.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Commercial General Liability : Insurance Services Office Form CG 00 01 covering commercial general liability insurance (“ CGL”) on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $7,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $7,000,000.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with statutory limits, and employer’s liability insurance with limit of no less than $5,000,000 per accident for bodily injury or disease. Insurance shall be for all of Contractor’s employees employed at the Treatment Facilities and, in the case any work is sublet, Contractor shall require its subcontractors similarly to provide Workers’ Compensation Insurance for all the latter’s employees, unless such employees are covered by the protection afforded by Contractor.

4. Professional Liability or Errors and Omissions: Errors and Omissions insurance appropriate to the Contractor ’s profession (“ E&O Insurance”), with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

5. Property and Fire Insurance. During the term of this Agreement, the City agrees to maintain property and fire insurance on an all-risk basis, or the equivalent, for the replacement value of the Treatment Facilities which are the subject of this Agreement. The City also agrees, on behalf of itself and its insurers, to provide a waiver of subrogation to Contractor.

6. Contractors Pollution Liability and/or Asbestos Pollution Liability . If Contractor’s Scope of Work includes the handling or transportation of

2 ATTACHMENT 2 – EXHIBIT C

hazardous materials, Contractor shall maintain pollution liabili ty and/or asbestos pollution liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.

7. Cyber Liability Insurance . Cyber liability insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall include, but not be limited to, claims involving infringement of intellectual property, including but no t limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and netwo rk security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses.

If Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Contractor.

B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, emp loyees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor ’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used). The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as an additional insured and an additional insured named under this Agreement shall not be held liable for any premium or expense of any nature on this policy or any extension thereof. It is understood that Contractor’s insurance is not intended to provide coverage to the City for losses which arise or result from the City’s sole negligence.

Primary Coverage
For any claims related to this Agreement, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3 ATTACHMENT 2 – EXHIBIT C

Notice of Cancellation
Each insurance policy required above shall provide an endorsement that they are not subject to cancellation without thirty (30) days’ prior written notice to the City or ten (10) days’ prior written notice for non-payment of premium.

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be nec essary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.

The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. Such insurers shall be licensed to provide insurance under California state law.

Claims Made Policies. For the E&O Insurance Policy and any o ther insurance providing claims-made coverage (e.g., pollution liability insurance, if applicable):

1. The “Retroactive Date” must be shown, and must be before the Effective Date.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the work required under the Agreement.

3. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement Effective Date, the Contractor must purchase “extended reporting” coverage for a minimum of three (3 ) years after completion of work.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy lang uage effecting coverage required by this Agreement . All certificates and endorsements are to be received and approved

4 ATTACHMENT 2 – EXHIBIT C

by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. The certificate shall include the full name, a ddress and phone number of the insurance company which is providing coverage.

Recovery from Contractor’s Insurance
Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance. Contractor shall look solely to its insurance for recovery.

Failure to Secure
If Contractor at any time during the term of this Agreement, should fail to secure or maintain any insurance required under this Agreement, the City shall be permitted to obtain such insurance in Contrac tor’s name or an agent of Contractor and shall be compensated by Contractor for the cost of the insurance premiums at the maximum rate permitted by law computed from the date when notice is received that the premiums have been paid. Such costs can be assessed by deducting such costs from any amounts due and payable to Contractor as compensation under the terms of this Agreement.

1 ATTACHMENT 2 – EXHIBIT D AND E

EXHIBIT D

FAITHFUL PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENT:

That we, Inframark LLC as Principal, and ___________________________ as Surety, are hel d and firmly bound to the City of Burbank in the sum of ____________ ________________________________________________________________________ Dollars ($__________________), lawful money of the United States of America, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, by these present.

The condition of the above obligation is such that, whereas said Principal has been awarded and is about to enter into the annexed Contract with the City of Burbank for the

CONTRACT OPERATION AND MAINTENANCE OF THE BURBANK WATER RECLAMATION

PLANT, INDUSTRIAL WASTE MANAGEMENT PROGRAM AND ILLICIT STORMWATER PROGRAM, in accordance with Request for Proposal No. PW -2023-001, and to which reference is hereby made for all particulars, and is required by said City of Burbank to give this bond in connection with the execution of said Contract;

NOW, THEREFORE, if said Principal as Contractor under said Contract fails to perform all of the covenants, terms, conditions and stipulations of said Contract on its part to be done and performed at the times and in the manner specified therein, or if all materials used and workmanship employed in the performance of the Contract shall not be free from defects, or if any defects should appear therein within a period of one year from the date of acceptance by the City, the work under the Contract and the said Principal and Contractor shall fail to repair, replace and correct such defects at his or its own cost and expense and to the satisfaction of the Engineer within thirty (30) days after notice thereof by the City, said Principal and Surety will pay the City of Burbank the amount of all its loss, cost, expense, damages and liability on account of any and all of the foregoing, not exceeding, however, the sum set forth above, and in case suit is brought upon this bond said Surety shall also pay a reasonable attorney's fee to be fixed by the court.

The said Principal and Surety agree that any change, extension of time, alterations or additions to said Contract or work or materials required thereunder shall not in any manner release either the Principal or the Surety from the obligations of this bond; and said Surety hereby waives notice of any such change, extension of time, alteration or additions to said Contract or performance required thereunder.

2 ATTACHMENT 2 – EXHIBIT D AND E

IN WITNESS WHEREOF, the Principal and the Surety have executed this instrument in duplicate this ________________ day of ________________, 20___.

_________________________________
Surety Principal

By_______________________________ By_________________________________

_________________________________ ___________________________________ Print Name Print Name/Title

_________________________________
Address

_________________________________

(_______)_________________________
Telephone Number

(_______)_________________________
Fax Number

APPROVED AS TO FORM this ____ day of __________, 20___.

Office of the City Attorney

By:

Name:

Title:

NOTARIAL CERTIFICATE OF PRINCIPAL AND ATTORNEY IN FACT AND SEAL OF SURETY MUST BE ATTACHED.

3 ATTACHMENT 2 – EXHIBIT D AND E

EXHIBIT E

PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS,

That we, as Principal, and .____________________________ as Surety, are held and firmly bound unto City of Burbank hereinafter called "OWNER," in the sum of

Dollars ($ ), for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

The condition of the above obligation is such that, whereas said Principal has been awarded and is about to enter into the annexed Contract with the City of Burbank for the CONTRACT OPERATION

AND MAINT ENANCE OF THE BURBANK WATER RECLAMATION PLANT , INDUSTRIAL WASTE MANAGEMENT PROGRAM AND ILLICIT STORMWATER PROGRAM, in accordance with Request for Proposal No. PW-2023-001, and to which reference is hereby made for all particulars, and is required by said C ity of Burbank to give this bond in connection with the execution of said Contract;

NOW, THEREFORE, if said CONTRACTOR, its Subc ontractors, its heirs, executors, administrators, successors, or assigns, shall fail to pay (a) for any materials, provisions, equipment, or other supplies used in, upon, for or about the performance of the WORK contracted to be done under the Contract, or (b) for any work or labor thereon of any kind contracted to be done under the Contract, or (c) for amounts due under the Unemployment Insurance Code with respect to work or labor performed pursuant to the Contract, or (d) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the CONTRACTOR and its Subcontractors under Section 13020 of the Unemployment Insurance Code with respect to such work and labor, in each case, as required by the provisions of Sections 9550- 9566 inclusive, of t he Civil Code of the State of California and acts amendatory thereof , and sections of other codes of the State of California referred to therein and acts amendatory thereof, and provided that the p ersons, companies, corporations or other entities so furnis hing said materials, provisions, provender, equipment, or other supplies, appliances, or power used in, upon, for, or about performance of the Work contracted to be executed or performed, or any pe rson, company, corporation or entity renting or hiring impl ements or machinery or power for or contributing to said Work to be done, or any person who performs work or labor upon the same, or any person, company, corporation or entity who supplies both work and materials therefor, shall have complied with the prov isions of said laws, then said Surety will pay in full the same in a n amount not exceeding the sum hereinabove set forth and also will pay, in case suit is brought upon this bond, a reasonable attorney's fee, as shall be fixed by the Court. This bond shall inure to the benefit of any and all persons named in Section 9100 of the Civil Code of the State of California so

4 ATTACHMENT 2 – EXHIBIT D AND E
as to give a right of action to them or their assigns in any suit brought upon this bond.

5 ATTACHMENT 2 – EXHIBIT D AND E

PROVIDED, that any alterations in the WORK to be done or the materials to be furnished, or changes in the time of co mpletion, which may be made pursuant to the terms of said Contract Documents, shall not in any way release said CONTRACTOR or said Surety thereunder, nor shall any extensions of time granted under the provisions of said Contract Documents release either said CONTRACTOR or said Surety, and notice of such alterations or exte nsions of the Agreement is hereby waived by said Surety.

IN WITNESS WHEREOF, the Principal and the Surety have executed this instrument in duplicate this ________________ day of ________________, 20_____.

_________________________________
Surety Principal

By:_______________________________ By: _______________________________

_________________________________ __________________________________ Print Name Print Name/Title

_________________________________
Address

_________________________________

(______)__________________________
Telephone Number

(______)__________________________
FAX Telephone Number

APPROVED AS TO FORM this ____ day of __________, 20___.

Office of the City Attorney

By:

Name:

Title:

NOTARIAL CERTIFICATE OF PRINCIPAL AND ATTORNEY IN FACT AND SEAL OF SURETY MUST BE ATTACHED.

EXIBIT F

ADDITIONAL SERVICE CHANGE ORDER
Order No.

P. O. No.

Date
T
he following change is hereby made a part of the Agreement For Contract Operation and Maintenance of the City of Burbank Water Reclamation Plant, Industrial Waste Management Program, and Illicit Stormwater Program ("Agreement") between the City of Burbank ("City") and Inframark LLC (“Contractor”), dated ______________, and shall be performed under the same terms and conditions as required by the Agreement. Except as modified herein, the Agreement and all prior amendments shall remain in full force and eff ect and all of the terms of the Agreement are hereby incorporated in this Additional Service Change Order (ASCO). Contractor must provide the applicable performance and payment bonds necessary for the work set forth under this ASCO.

T
he following work is hereby added to the Scope of Services for the Agreement, and shall be performed by Contractor in exchange for payment by the City of the total compensation listed below:

It
em
Number
Detailed description of work to be performed, wit h quantities (if applicable).

Add attachments if necessary to describe work, plans or construction documents.

Item
Number Capital Expenditures (Items Less Than $200,000) Price The price below is not to exceed the approved budgeted
amount. The reimbursement will be based on actual cost.

Proposal
Contingency
Sub-Total
Add 8% of Sub-Total
Total for Capital Expenditure Items < $200,000
$
$
$
+$
$
1 ATTACHMENT 2 - EXHIBIT F
It
em
Number Capital Expenditures (Items Greater Than $200,000) Price The price below is not to exceed the approved budgeted
amount. The reimbursement will be based on actual cost.

Proposal
Contingency
Sub-Total
Add 5% of Sub-Total
Total for Capital Expenditure Items < $200,000
$
$
$
+$
$
Item
Number Materials, Supplies, and Services Price
The price below is not to exceed the approved budgeted
amount. The reimbursement will be based on actual cost.

Proposal
Contingency
Sub-Total
Add 8% of Sub-Total
Total for Materials, Supplies, and Services
$
$
$
+$
$
The total compensation for the performance of the above additional services is: $ 2 ATTACHMENT 2 - EXHIBIT F
Ch
eck ONE of the following:

_ Payment and performance bonds are required and have been submitted with this ASCO for City review and approval.

_ Payment and performance bonds are not required because:
__________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Ch
eck ONE of the following:

_ The total compensation for these additional services is included within the City's approved budgetary appropriation for this Agreement.

T
he to
tal compensation for these additional services is not included within the City's approved budgetary appropriation for this Agreement. City Council shall approve this Additional Service Change Order prior to the provision of the additional services stated herein.

I
t is understood and agreed that any adjustment of the total Compensation under the Agreement associated with this Additional Service Change Order includes compensation to Contractor for all direct costs, indirect costs and expenses it has incurred or may incur in connection with the change in the Scope of Services, including but not limited to all costs, expenses and damages for any delay, disruption, acceleration interference or hindrance and like costs associated with, resulting from, or incidental to the Additional Service Change Order work.

Contractor hereby agrees that payments under this Additional Service Change Order represent full satisfaction and final settlement of all such costs, expenses, delays and damages set forth in the preceding sentence and Contractor.
3 ATTACHMENT 2 - EXHIBIT F
I
n recognition of the obligations stated in this Additional Service Change Order, the Parties have executed this Additional Service Change Order on the date indicated above.

Co
ntractor
By
:
_____________________________
Name:

Title:

A
ttest:

Office of the City Clerk
By
:
______________________________
Name: Kimberley Clark
Title: City Clerk
T
he City of Burbank
By
:
___________________________
Name:

Title: Public Works Director
Ap
proved as to Form:

Office of the City Attorney By:
_______
______________________
Name:

Title:
4 ATTACHMENT 2 - EXHIBIT F