Attachment C
January 5, 2026 Via Email Juan Segoviano, PE Senior Civil Engineer City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Email: [email protected] Re: Proposal for Administrative Contract Memorandum (ACM) #5 Dear Mr. Segoviano:
This letter serves to formally present to you and the City of Palm Springs with a proposed Administrative Contract
Memorandum
(based
on
the
form
in
the
Veolia-Palm
Springs
contract),
designated
as
ACM
#5,
for
the
Operation
and
Maintenance
(O&M)
of
the
recently
constructed
Bogert
Trail
Lift
Station
(Lift
Station
#6).
Based
on
Veolia’s
costs,
finalized
by
our
structuring
team
and
validated
through
consultations
with
project
staff,
we
propose
an
annual
fee
of
$14,915
for
the
O&M
of
Lift
Station
#6.
The
operational
scope
for
the
new
lift
station
encompasses
the
following:
● Emergency response ● Monthly preventative maintenance ● SCADA monitoring and alarm management ● Existing staff management of the workload, supplemented with overtime as necessary.
Should you require further clarification or information, please do not hesitate to contact me at the facility.
Sincerely,
Doug
Loar
Project Leader Veolia Water West Operating Services, Inc. / Palm Springs Enclosures: ACM #5, Bogert Trail Lift Station Cc: Joel Montalvo M.P.A., PE, City Engineer ([email protected]) Francisco Jaime, PE, Principal Engineer ([email protected]) Allen Janisch, Project Manager ([email protected]) Veolia Water West Operating Services, Inc. Palm Springs Project 4375 E. Mesquite Avenue, Palm Springs, CA 92264 Tel 760-323-8166 / Fax 760-325-5747
ADMINISTRATIVE CONTRACT MEMORANDUM NO. 5
This Administrative Contract Memorandum No. 5 (this “Administrative Contract Memorandum”) is made
as
of
the
day
of
January
5,
2026,
by
Veolia
Water
West
Operating
Services,
Inc.,
a
Delaware
corporation
(“Veolia”),
and
the
City
of
Palm
Springs,
a
California
charter
city
and
municipal
corporation
(“City”).
Veolia
and
City
are
collectively
herein
referred
to
as
the
“Parties.”
This
Administrative
Contract
Memorandum
is
made
in
reference
to
the
following
recitals.
WITNESSETH:
WHEREAS, Veolia and City entered into that certain Wastewater Services Agreement (O&M) dated
as
of
November
4,
2015,
commencing
January
1,
2016,
(as
amended,
the
“Agreement”);
and.
WHEREAS, Section 14.5 “Integration; Amendment,” of the Agreement authorizes that where specifically
authorized
in
the
Agreement,
this
Administrative
Contract
Memorandum
may
be
used
as
an
amendment
administratively
approved
by
the
Parties
through
approval
by
the
Contract
Officer
and
an
authorized
representative
of
Veolia
without
further
formal
action
by
the
City
Council;
and
WHEREAS, the Parties have negotiated in good faith to amend the terms and conditions of the Agreement
pursuant
to
this
Administrative
Contract
Memorandum,
as
authorized
by
Section
14.5 of
the
Agreement.
NOW, THEREFORE, the Parties hereby agree to amend the Agreement as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. DEFINITIONS. For the purposes of this Administrative Contract Memorandum, the following
words
and
terms
shall
have
the
respective
meanings
set
forth
as
follows.
Any
other
capitalized
word
or
term
used
but
not
defined
herein
is
used
as
defined
in
the
Agreement.
SECTION 1.2. INTERPRETATION. In this Administrative Contract Memorandum, unless the context otherwise
requires:
(A) References Hereto. The terms “hereto”, “hereby”, “hereof”, “herein”, “hereunder” and any similar terms
refer
to
this
Administrative
Contract
Memorandum,
and
the
term
“hereafter”
means
after,
and
the
term
"heretofore"
means
before,
the
date
of
execution
and
delivery
of
this
Administrative
Contract
Memorandum.
(B)
Plurality.
Words
importing
the
singular
number
mean
and
include
the
plural
number
and
vice
versa.
(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited
partnerships,
trusts,
business
trusts,
corporations
and
other
legal
entities,
including
public
bodies,
as
well
as
individuals.
ACM #5 Page 1
(D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections
of
this
Administrative
Contract
Memorandum
shall
be
solely
for
convenience
of
reference
and
shall
not
constitute
a
part
of
this
Administrative
Contract
Memorandum,
nor
shall
they
affect
its
meaning,
construction
or
effect.
(E) Entire Agreement. This Administrative Contract Memorandum constitutes the entire agreement between
the
Parties
hereto
with
respect
to
the
amendment(s)
to
the
Agreement
contemplated
by
this
Administrative
Contract
Memorandum.
Except
as
provided
in
the
Agreement
with
respect
to
the
City
Indemnified
Parties,
nothing
in
this
Administrative
Contract
Memorandum
is
intended
to
confer
on
any
person
other
than
the
Veolia,
the
City
and
their
permitted
successors
and
assigns
hereunder
any
rights
or
remedies
under
or
by
reason
of
this
Administrative
Contract
Memorandum.
(F) Counterparts. This Administrative Contract Memorandum may be executed in any number of original counterparts.
All
such
counterparts
shall
constitute
but
one
and
the
same
Administrative
Contract
Memorandum.
(G) Applicable Law. This Administrative Contract Memorandum shall be governed by and construed in accordance
with
the
applicable
laws
of
the
State
of
California.
(H) Severability. If any clause, provision, subsection, Section or Article of this Administrative Contract Memorandum
shall
be
ruled
invalid
by
any
court
of
competent
jurisdiction,
the
invalidity
of
any
such
clause,
provision,
subsection,
Section
or
Article
shall
not
affect
any
of
the
remaining
provisions
hereof,
and
this
Administrative
Contract
Memorandum
shall
be
construed
and
enforced
as
if
such
invalid
portion
did
not
exist
provided
that
such
construction
and
enforcement
shall
not
increase
the
Parties'
liability
beyond
that
expressly
set
forth
herein.
(I) Approvals. All approvals, consents and acceptances required to be given or made by any party hereto shall
be
at
the
sole
discretion
of
the
party
whose
approval,
consent
or
acceptance
is
required.
(J) Payments. All payments required to be made by the Parties hereunder shall be made in lawful money of
the
United
States
of
America.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
SECTION 2.1. REPRESENTATIONS AND WARRANTIES. The Parties hereby represent and warrant that:
(1) Existence and Powers. Veolia is a corporation duly organized, validly existing and in good
standing
under
the
laws
of
the
State
of
Delaware,
with
the
full
legal
right,
power
and
authority
to
enter
into
and
perform
its
obligations
under
this
Administrative
Contract
Memorandum.
ACM #5 Page 2
City is a charter city and municipal corporation, organized and existing in the County of Riverside,
under
and
by
virtue
of
the
laws
of
the
State
of
California,
with
the
full
legal
right,
power
and
authority
to
enter
into
and
perform
its
obligations
under
this
Administrative
Contract
Memorandum.
(2) Due Authorization and Binding Obligation. This Administrative Contract Memorandum
has
been
duly
authorized,
executed
and
delivered
by
all
necessary
corporate
action
of
Veolia
and
authorization
by
the
City,
and
constitutes
the
legal,
valid
and
binding
obligation
of
the
Parties,
enforceable
against
the
Parties
in
accordance
with
its
terms,
except
to
the
extent
that
its
enforceability
may
be
limited
by
bankruptcy,
insolvency
or
other
similar
laws
affecting
creditors'
rights
from
time
to
time
in
effect
and
equitable
principles
of
general
application.
(3) No Approvals Required. In accordance with Section 14.5 of the Agreement, no approval,
authorization,
order
or
consent
of,
or
declaration,
registration
or
filing
with,
any
Governmental
Body
is
required
for
the
valid
execution
and
delivery
of
this
Administrative
Contract
Memorandum
by
the
Parties.
(4) No Legal Prohibition. The Parties have no knowledge of any Applicable Law in effect on
the
date
as
of
which
this
representation
is
being
made
which
would
prohibit
implementation
of
the
amendment(s)
to
the
Agreement
contemplated
by
this
Administrative
Contract
Memorandum.
(5) Consent to Amendment. The Parties are fully aware of the terms and conditions of the Agreement
to
be
amended
by
this
Administrative
Contract
Memorandum.
(6) Consideration. This Administrative Contract Memorandum is made in furtherance of the implementation
of
the
Agreement,
and
the
assumption
by
the
Parties
of
their
obligations
hereunder
will
result
in
a
material
benefit
to
the
Parties.
ARTICLE III
ADMINISTRATIVE AMENDMENT
SECTION 3.1. AMENDMENT. This Administrative Contract Memorandum hereby implements the following
amendment
to
the
terms
and
conditions
enumerated
herein.
(a) Bogert Trail Lift Station (Lift Station #6) is hereby added to the Lift Stations to be operated and maintained
by
Veolia
in
a
similar
manner
to
the
other
Lift
Stations
described
on
Schedule
A.3
of
the
Agreement.
(b) In connection with adding Lift Station #6 to the scope of Veolia’s Services, Veolia’s annual O&M Fee
shall
be
increased
by
$14,915
annually
($1,242.92
monthly). SECTION 3.2. NOTICE. All notices required or desired to be given hereunder to either party shall be effective
if
given
by
personal
delivery,
certified
or
registered
mail,
postage
prepaid,
return
receipt
requested,
by
nationally
recognized
overnight
delivery
company,
or
by
telecopy
(if
telecopy
number
is
listed
below,
with
telephone
confirmation
of
receipt),
if
addressed
or
the
following
addresses
or
telecopy
numbers:
ACM #5 Page 3
If to Veolia: Veolia Water West Operating Services, Inc. 461 From Road, Suite 400 Paramus, NJ 07652 Attn: President, West Region With copy to:
Veolia Water West Operating Services, Inc.
100
Federal
Street,
3rd
Floor
Boston,
MA
02110
Attention:
General
Counsel
Email:
[email protected]
If to
City:
City of Palm Springs
3200
Tahquitz
Canyon
Way
Palm
Springs,
California
92262
Attention:
City
Manager
Phone:
(760)
322-8350
Fax:
(760)
323-8207
With copy to:
City of Palm Springs
3200
Tahquitz
Canyon
Way
Palm
Springs,
California
92262
Attention:
City
Attorney
Phone:
(760)
323-8202
Fax:
(760)
323-8207
[SIGNATURES ON NEXT PAGE]
ACM #5 Page 4
IN WITNESS WHEREOF, the Parties have executed and entered into this Administrative Contract
Memorandum
as
of
the
date
first
written
above.
CITY OF PALM SPRINGS
By:
Name:
Title:
ATTEST
:
By:
Name:
Title:
City
Clerk
APPROVED
AS
TO
FORM:
By:
Name:
Title:
City
Attorney
VEOLIA WATER WEST OPERATING SERVICES, INC.
By:
Name:
Title:
ACM #5 Page 5