City of Hollister
City Council Agenda
Special Meeting
Tuesday, July 30, 2024, 4:00 p.m.
City Council Chamber, City Hall
375 Fifth Street, Hollister, CA 95023
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1.CALL TO ORDER
2.PLEDGE OF ALLEGIANCE
3.ROLL CALL
4.CLOSED SESSION- REPORT OUT
5.COUNCIL BUSINESS
5.1 CONTRACT AMENDMENT with VEOLIA FOR OPERATIONS AND MAINTENANCE
SERVICES OF THE DOMESTIC WASTEWATER TREATMENT PLANT
RECOMMENDED ACTION
Approve a fifth amendment to the contract with Veolia for operations and maintenance services of the Domestic Wastewater Treatment Plant and authorize City Manager to execute the contract amendment.
6.ADJOURNMENT
7.VERIFICATION OF AGENDA POSTING
The agenda for the City Council of the City of Hollister special meeting of July 30, 2024 was posted on the bulletin board at City Hall on July 27, 2024 per Government Code Section 54954.2.
City of Hollister City Council Meeting
STAFF REPORT
HOLLISTER CITY COUNCIL
MEETING DATE: July 30, 2024
REPORT # Public Works-2024-28
AGENDA ITEM: CONTRACT AMENDMENT WITH VEOLIA FOR OPERATIONS
AND MAINTENANCE SERVICES OF THE DOMESTIC WASTEWATER
TREATMENT PLANT
DEPARTMENT: Public Works
DEPARTMENT HEAD William Via, Public Works Director
STAFF CONTACT: William Via, Public Works Director
RECOMMENDED ACTION: Approve a fifth amendment to the contract with Veolia for operations and maintenance services of the Domestic Wastewater Treatment Plant and authorize City Manager to execute the contract amendment.
DISCUSSION: On August 2, 2010, the City of Hollister entered into a professional services agreement with Veolia for operations and maintenance services of the Domestic Wastewater Treatment Plant (DWWTP). The second amendment to the original agreement extended the contract to August 2, 2024, added operations of the Industrial Wastewater Treatment Plant (IWWTP), and included an option to extend the contract for one six (6) year term at the discretion of the City (Resolution No. 2014-114 adopted June 2, 2014).
At the May 6, 2024 City Council meeting, staff reported on the expiration of the current contract with Veolia. The presentation provided Council with options and requested direction on how to proceed for the operations of the Domestic Wastewater Treatment Plant (DWWTP). Council directed staff to seek a one (1) year extension to the current contract.
Given the direction received at the May 6, 2024 City Council meeting, an eighteen (18) month extension to the contract was negotiated with Veolia that includes an option for an additional 6 months at the City Manager’s discretion and an option for four (4) years should the Council wish to proceed in that direction. The proposed eighteen-month extension will allow for the contract to continue should the procurement process take longer than eighteen months. Additionally, the proposed extension will continue to provide options to Council as the City moves through the procurement process.
This proposed amendment also includes a change in the scope of work. The second amendment to the original contract included operations of the Industrial Wastewater Treatment Plant (IWWTP) which has since been transferred to San Benito Foods through an agreement between the City and San Benito Foods f or use of the IWWTP during the canning season. In review of past contracts, staff determined the agreement with Veolia was never amended to remove that scope of work and the cost for that work was still being paid, per the contract. Through discussions and negotiations with Veolia, $227,640.23, the amount that has been paid for the operation of the IWWTP, will be refunded, through a bill credit, and will be removed from the amount to be paid on future
invoices, assuming the proposed fifth amendment is approved. During contract discussions with Veolia, Veolia staff reported the topic of amending the contract to remove operations of the IWWTP was discussed with prior City staff, but City staff did not follow through with an amendment to remove the IWWTP operations scope of work.
FISCAL IMPACT: A savings of $80,252.13 annually to fund 660 and a one-time credit/savings of $227,640.23 to fund 660.
PREVIOUS COUNCIL OR COMMISSION ACTION: At the May 6, 2024 City Council meeting, the City Council directed City staff to move forward with an amendment to the contract with Veolia for operations and maintenance services of the Domestic Wastewater Treatment Plant.
CEQA: Not a project as defined by CEQA.
ATTACHMENTS:
1. Resolution
2. Draft Fifth Amendment to the contract with Veolia
RESOLUTION NO. 20__-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HOLLISTER
APPROVING THE FIFTH AMENDMENT TO THE AGREEMENT FOR
OPERATIONS AND MAINTENANCE WITH VEOLIA WATER WEST
OPERATING SERVICES, INC.
WHEREAS, The City of Hollister (City) and Veolia Water West Operating Services, Inc. (Contractor) entered into the Agreement in order to provide for the operation and maintenance of City’s Membrane Bioreactor Water Reclamation Facility for the City’s Domestic Wastewater Treatment Facility; and
WHEREAS, the Parties executed an Amendment to the Agreement, with an effective date of June 3, 2013 (the “First Amendment”), pursuant to which, among other things, the Parties added managing, operating, and maintaining of the City’s Industrial Wastewater Treatment Facility to Contractor’s scope of services (such work the “IWTF Scope”) on a time and materials basis; and
WHEREAS, the Parties executed the Second Amendment to the Agreement, with an effective date of June 2, 2014 (the “Second Amendment”), pursuant to which, among other things, the Parties added the City’s Industrial Wastewater Treatment Facility to the Description of the Project in Exhibit B of the Agreement and, accordingly, added the IWTF Scope to Contractor’s scope of services as part of the A greement; and
WHEREAS, the Parties wish to amend the Agreement to, among other things, revise the scope of Contractor’s services under the Agreement to remove the City’s Industrial Wastewater Treatment Facilities from the description of the Project and remove the IWTF Scope from Contractor’s scope of services, revise the Annual Fee, provide a one -time credit to City, expressly permit City use of the Domestic Wastewater Treatment Facility conference room, and extend the term of the Agreement.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Hollister:
1. Hereby approves the Fifth Amendment to the agreement with Veolia Water West Operating Services, Inc.; and
2. Authorizes the City Manager to execute this Fifth Amendment
PASSED AND ADOPTED, by the City Council of the City of Hollister at a regular meeting held on _______, 2024, by the following vote:
AYES:
NOES:
ABSTAINED:
ABSENT:
Resolution No. 20__-XX
Mia Casey, Mayor
ATTEST: APPROVED AS TO FORM:
Lozano Smith Attorneys at Law
____
Jennifer Woodworth, MMC, City Clerk Mary F. Lerner, City Attorney
I, Jennifer Woodworth, MMC, City Clerk of the City of Hollister, do hereby certify that the attached Resolution No. 2024-XX is an original resolution, or true and correct copy of a City resolution, duly adopted by the Council of the City of Hollister at a regular meeting held on ______, 2024 at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Hollister on ______, 2024.
Jennifer Woodworth, MMC
City Clerk of the City of Hollister
FIFTH AMENDMENT TO THE
AGREEMENT FOR OPERATIONS AND MAINTENANCE SERVICES
This Fifth Amendment (this “Amendment”), with an effective date of August 3, 2024, is an amendment to that certain Agreement for Operations and Maintenance Services, dated as of August 3, 2010 (as amended, the “Agreement”), by and between Veolia Water West Operating Services, Inc., a Delaware corporation (“Contractor”), and the City of Hollister, California (“City” and, together with Contractor, the “Parties”).
RECITALS
WHEREAS, City and Contractor entered into the Agreement in order to provide for the operation and maintenance of City’s Membrane Bioreactor Water Reclamation Facility for the City’s Domestic Wastewater Treatment Facility; and
WHEREAS, the Parties executed an Amendment to the Agreement, with an effective date of June 3, 2013 (the “First Amendment”), pursuant to which, among other things, the Parties added managing, operating, and maintaining of the City’s Industrial Wastewater Treatment Facility to Contractor’s scope of services (such work the “IWTF Scope”) on a time and materials basis;
WHEREAS, the Parties executed the Second Amendment to the Agreement, with an effective date of June 2, 2014 (the “Second Amendment”), pursuant to which, among other things, the Parties added the City’s Industrial Wastewater Treatment Facility to the Description of the Project in Exhibit B of the Agreement and, accordingly, added the IWTF Scope to Contractor’s scope of services as part of the Agreement.
WHEREAS, the Parties wish to amend the Agreement to, among other things, revise the scope of Contractor’s services under the Agreement to remove the City’s Industrial Wastewater Treatment Facilities from the description of the Project and remove the IWTF Scope from Contractor’s scope of services, revise the Annual Fee, provide a one-time credit to City, expressly permit City use of the Domestic Wastewater Treatment Facility conference room, and extend the term of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Amendment, the Parties agree as follows:
1. Capitalized terms used but not otherwise defined in this Amendment shall have the same meaning given to those terms in the Agreement.
2. Section 9.1 of the Agreement shall be deleted in its entirety and replaced with the following:
“The term of this Agreement shall commence August 3, 2010, and extend through February 3, 2026. Thereafter, the Agreement may be renewed for
one (1) six-month extension, until August 2, 2026, upon the mutual agreement of the CITY and the CONTRACTOR. The City Manager shall have the authority to execute said six-month extension. After the six- month extension, the Agreement may be renewed for one (1) four-year extension, upon the mutual agreement of the CITY and the CONTRACTOR. The four-year extension shall be approved by the City Council. At least ninety (90) days prior to the end of the term, the CITY and CONTRACTOR will each notify the other whether each intends to exercise the renewal option.”
3. Exhibit B of the Agreement is amended to remove the Industrial Wastewater Treatment Facility, and the Agreement is amended to remove the IWTF Scope from Contractor’s scope of services.
4. As a result of the reduction in Contractor’s scope of services, the Parties agree that the Annual Fee is to be adjusted. Article 6.1 is hereby amended by adding the following sentence: “Effective August 3, 2024, the Annual Fee is $1,801,912.51.”
5. Upon the effective date of this Amendment, in consideration of the prior reduction in Contractor’s scope of services, Contractor hereby issues the City a one-time credit on the Annual Fee of $227,640.23 (the “Credit”). The Credit will be applied by Contractor and reflected on Contractor’s monthly invoices of the Annual Fee such that 50% of the Credit will be applied on the first invoice issued by Contractor after the effective date of this Amendment, and the remaining 50% of the Credit will be applied on the subsequent invoice.
6. Section 2.3.11 shall be added to the Agreement and shall state:
“The CONTRACTOR shall cooperate with CITY to enable CITY to utilize the Wastewater Treatment Plant conference room (“Conference Room”) located on the grounds of the CITY’s Wastewater Treatment Plant. The CITY shall schedule use of the Conference Room with CONTRACTOR a minimum of twenty-four (24) hours in advance.”
7. This Amendment sets forth the entire agreement between the Parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Except as expressly modified or amended herein, all the terms and conditions set forth in the Agreement remain unchanged, in full force and effect, and are incorporated by reference. In the event of a conflict between the provisions of the Agreement and this Amendment, the provisions of this Amendment shall govern and control.
8. This Amendment may be executed in multiple counterparts, each of which is deemed an original but together constitute one and the same instrument, and a signature delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signature. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into
this Amendment on behalf of the respective legal entities of Contractor and the City. This Amendment shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above.
CITY OF HOLLISTER, CALIFORNIA
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title: City Attorney
VEOLIA WATER WEST OPERATING SERVICES, INC.
By:
Name:
Title:
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