FOURTH AMENDMENT TO THE CITY OF RICHMOND WASTEWATER TREATMENT
FACILITY CAPITAL IMPROVEMENTS, OPERATIONS, MAINTENANCE AND
MANAGEMENT AGREEMENT
This Fourth Amendment ("Amendment") is entered into as of March 1, 2016 ("Effective Date") between Veolia Water West Operating Services, Inc. (hereafter, "Veolia" formerly known as US Filter Operating Services, Inc.) and the City of Richmond, California (hereafter, "City"). Veolia and the City are sometimes referred to collectively as "the Parties".
RECITALS
A. WHEREAS, the City and Veolia are parties to The City of Richmond Waste Water Treatment Facility Capital Improvements, Operations, Maintenance, and Management Agreement dated as of May 15, 2002, as amended (the "Agreement") by which the City has contracted to operate its Water Pollution Control Plant ("WPCP") and its wastewater and storm water collection systems; and B. WHEREAS, the City and Veolia entered into Amendment One to the Agreement on or about September 7, 2004, which provides that Veolia shall operate, maintain and manage, and perform construction management responsibilities with respect to the City's Sanitary Collection System and Storm Water Collection System as defined in Amendment One (collectively "Collection Systems"); and C. WHEREAS, the Parties have entered into additional modifications and amendments to the Agreement including: the Second Amendment to Agreement dated April 17, 2007; Third Amendment to Agreement dated June 22, 2007; Settlement Agreement and Release of Claims dated December 15, 2009; Letter Waiver of Performance Bond dated August 10, 2010; Settlement Agreement and Release of Claims dated January 2015; Letter Agreement Concerning Operation of the Wet Weather Storage Facility dated November 4, 2015; and Letter Agreement Concerning Operation of the Moody Underpass Pump Station dated November 24, 2015; and
D. All references to the Agreement herein shall include each of the amendments and modifications described in Recitals B and C; and
E. WHEREAS, the City has recently completed the construction of new Collection Systems facilities comprised of (i) the Wet Weather Storage Facility located at 601 Canal Boulevard; and (ii) the Moody Underpass Storm Water Pump Station, which are intended to enhance the capacity and efficiency of the Collection Systems to ensure the City's compliance with environmental laws, and to promote the health and safety of the City residents and the ecological health of the San Francisco Bay; and F. WHEREAS, the Article XII of the Agreement authorizes the Parties to add Additional Services to the scope of services provided by Veolia upon the mutual agreement of the Parties upon establishing the Cost Substantiation for the Additional Services; and G. WHEREAS, Veolia has submitted information to the City concerning the anticipated costs of adding the operation, maintenance and management of (i) the Wet Weather Storage Facility; and (ii) the Moody Underpass Storm Water Pump Station to the Collection Systems under the Agreement, and the City has determined that such costs are reasonable compensation for risks and responsibility assumed; and
H. WHEREAS, the Parties now desire to add the (i) the Wet Weather Storage Facility and (ii) the Moody Underpass Storm Water Pump Station to the Collection Systems as Additional Services and augment Veolia's compensation, and to make certain other adjustments to the Agreement to clarify the billing of Pass Through Costs and the definition of Capital Improvements.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the City and Veolia agree as follows:
1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given in the Agreement, as amended. The following definitions are hereby deleted from the Agreement in their entirety and replaced with the following:
"Collection System" means the City of Richmond Sanitary Collection System and Storm Water Collection System including, without limitation, the assets listed in Schedule 17 attached hereto and incorporated herein by this reference.
"Capital Improvements)" means any major repair or replacement of an item resulting in expenditures that meet or exceed $25,000 and provide an extension of the life cycle of the asset or system for a minimum of an additional 5 years. The cost of Capital Improvements will be funded by the City.
2. Schedule 10. Schedule 10 is hereby deleted from the Agreement in its entirety, updated and replaced with the revised Schedule 10 attached hereto and incorporated herein by this reference.
3. Collection System Annual Fee. Exhibit C to Amendment One is hereby deleted from the Agreement in its entirety. Commencing as of the Effective Date, the Annual Fee for the operation, maintenance and management of the Collection System shall be increased by the sum of Three Hundred 2 Sixty Thousand Five Hundred Sixty-Four Dollars (US$360,564.00). As of the Effective Date, the Collection System Annual Fee is Three Million Nine Hundred Eighty-Two Thousand Eighty-Eight Dollars and Twelve Cents Dollars (US$3,982,088.12) and shall be subject to adjustment as provided in Section 3.11.4 of the Agreement.
4. Maintenance Budget Limit. Notwithstanding any other provisions of the Agreement, the City shall reimburse Veolia for all third-party expenses in excess of Seventeen Thousand Three Hundred Eighty- Five Dollars (US$17,385.00) per year for maintenance and repair of the Wet Weather Storage Facility as Pass Through Costs. Such costs shall be subject to Cost Substantiation and subject to a 10% mark-up as noted in the attached revised Schedule 10.
5. Conflicts. This Amendment is intended to modify and supplement the Agreement in accordance with Article XII thereof. To the extent that this Amendment conflicts with the Agreement, the terms of this Amendment shall prevail. With respect to all other matters, the terms of the Agreement as previously amended shall remain in full force and effect.
6. Choice of Law. This Amendment shall be construed in accordance with the law of the State.
7. Integration. This Amendment constitutes the entire agreement between the Parties hereto regarding its subject matter. There have been no additional oral or written representations or agreements.
Except as expressly modified or amended herein, the provisions, conditions and terms of the Agreement shall remain unchanged, are in full force and effect, and are hereby ratified by the Parties.
8. Counterparts. This Amendment may be executed in counterparts, and by fax, and all so executed shall constitute an agreement which shall be binding upon all Parties hereto, notwithstanding that the signatures of all Parties' designated representatives do not appear on the same page. 3 IT IS SO AGREED:
VEOLIA WATER WEST OPERATING SERVICES, CITY OF RICHMOND:
INC.:
Larita D Carly Bates
By: Lanita McCauley Bates
Its: Senior Vice President Its:
mayor
ATTEST: APPRØVED AS TO FORM:
Presla Christ.
SCHEDULE10
PASS-THROUGH COSTS
Pass Through Costs shall be paid to the Company and are subject to Cost Substantiation.
Pass Through Costs shall be identified on the Company's monthly invoices as separate line items and shall include the following costs as Pass Through Costs pursuant to the Agreement:
1. Insurance Costs
Electricity costs and natural gas costs to the extent the maximum utilization in Schedule 8 is not exceeded. See Table S8-1A and S8-1B for max usage
Repair and Replacement costs plus a mark-up of ten percent (10%) Note: These Pass Through Costs are separate and distinct from the Service Fee and are not included as part of the Service Fee of Schedule 11. The maximum quantities to be provided by the City for the electrical power and natural gas categories shall be as specified in Table S8-1A and S8-1B and are based on the flows and loadings of Schedule 2, Table S2-1.
SCHEDULE 17
COLLECTION SYSTEM
Sanitary Sewer System Assets
Manholes 2,791
Clean Outs (Estimate) 900
Miles of Gravity Sewer 192.75
Miles of Force Main 4.25
Lift Stations 13
Storm System Assets
Miles of Storm Pipe 147.5
V - Ditch 6.1
Miles of C Swale (Open ditch) 11.0
Lift Stations 9 Includes Moody Underpass and Wet Weather Large Trash Capture Devices 2
Small Trash Capture (DI inserts) 13
Catch Basins/Inlets/Curb Inlets 3,558
Manholes 1,656
Duckbills 4
Flap Gates 5
Storm Water Detention Areas 18
Storm Water Outfalls 125
Miles of Culvert 6
Miles of C Swale (Open ditch) 8.1
Sluice Gates 5
End Walls 12
Wet Weather Storage Facility
5 Million Gallon Storage Tank 1
36" Pipe 1,500 ft
27 MGD Pump Station 1
MAR 17 2015
6 Martha Mostay Aww
ACORD®
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
12/08/2015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lleu of such endorsements).
PRODUCER
Marsh USA, Inc. NANACT
HONE
540 W. Madison Street AIC No. Fxt):
Chicago, IL 60661 E-MAI
Attn: Veolia. [email protected] /Fax: 212-948-5053 ADDRESS:
INSURERS) AFFORDING COVERAGE NAIC I
INSURER A : ACE American Insurance Company 22867
INSURED
Veolia Water North Amerfca - West, LLC INSURER B: ACE Fire Underwriters Insurance Company /20702 101 West Washington Street, Suite 1400 INSURER C.: linois Union insurance Company 27960 indianapolis, IN 46204
INSURER D: ACE Property and Casualty Insurance Company 20699 INSURER E:
L INSURER F:
COVERAGES CERTIFICATE NUMBER: CHI-005592365-18
REVISION NUMBER:2
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INGR TADDL SUBRT
LTR TYPE OF INSURANCE
POLICY NUMBER LIMITS
A COMMERCIAL GENERAL LIABILITY HDO G27402884
01/01/2016 01/01/2017 EACH OCCURRENCE $
CLAIMS-MADE DAMAGE TO RENTED" 5,000,000
OCCUR
_PREMISES (Es oscurence) 1,000,000
MED EXP (Any one persen) 10,000
PERSONAL & ADV INJURY 5,000,000
GENZ AGGREGATE LIMIT APPLIES PER:
PRO GENERAL AGGREGATE 25,000,000
POLICY LOC
JECT
PRODUCTS - COMPIOF AGG 10,000,000
OTHER:
A AUTOMOBILE LIABILITY ISA H0886651A j01/01/2016 01701/2017 COMBINED SINGLE LIMI (Ea acoident 5,000,000
ANY AUTO
ALL OWNED BODILY INJURY (Per porson) $
SCHEDULED
AUTOS AUTOS BODILY INJURY (Por ascident)
$
HIRED AUTOS NON-OWNED
AUTOS
$
UMBRELLA LIAB X X00 G27927865 001 00701/2016 010172017
OCCUR
EACH OCCURRENCE 6,000,000
EXCESS LIAB CLAIMS-MADE
AGGREGATE 6,000,000
DED RETENTION $
WORKERS COMPENSATION WL.R C48598158 (AOS) 01701/2016 T01701/2017 ¡AND EMPLOYERS' LIABILITY
YIN / 01101/2017
Y PROPRIETOR/PARTNER/EXECUTI SCF C48598195 (WI) (Retro) 201/01/2016 FICER/MEMBER EXCLUDE N NIA E.L. EACH ACCIDENT 1,000,000 (Mandatory in NH)
EL. DISEASE - EA EMPLOYEE S 1,000,00Đ
SO i FOPERATIONS bel
EL. DİSEASE - POLICY LIMIT $ 1,000,000
Contractors' Poilution and GOO G27269096 DO2 j01/01/2016 01/01/2017 Limit 10,000,000 Professional Liability _COL SIR = $50,000 Prof LiBb SIR = $1,000,000 20,000,000
DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (ACORD 101, Adilonal Remarke Schedule, may be altached t more space lo required) City of Richmond is included as aditional insured (except workers' compensation) where requined by writer contract.
CERTIFICATE HOLDER CANCELLATION
City of Richmond
450 Civic Center Plaza SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Richmond, CA 94804 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc
Manashi Mukherjee Manashi Muirenger
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: HDO G27402884
Endorsement Number: 6
COMMERCIAL GENERAL LIABILITY
CG 20 10 04 1:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Jame Of Additional Insured Personts)
Or Organization(s) Location(s) Of Covered Operations
All locations where you are performing operations for
such additional insured pursuant to any such written
contract.
(Information required to complete this Schedule, If not shown above, will be shown in the Declarations.
B. With respect lo the insurance affarded to these
additional insureds, the following additiona
exclusions apply:
1. Your acts or omissions; or 1. All work, including materlals, parts or equipment fumished in connection with suct
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insureds) at the location(s location of the covered operations has bean designated above. completed; or
However: 2. That portion of "your work" out of which the • The insurance afforded to such additioni injury or damage arises has been put to its sured only apples to the extent permitted t ntended use by any person or organization law; and other than another contractor or subcontracto
engaged in pertorming operations for
rincipal as a part of the same project
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
CG 20 10 04 13 © Insurance Services Office, inc., 2012
will pay on behalf of the additional insured is the whichever is less. amount of insurance:
1. Required by the contract or agreement; or
2. Avallable under the applicable Limits of Declarations.
Insurance shown in the Declarations;
CG 20 10 04 13
POLICY NUMBER: HDO G27402884 Endorsement Number: 39
COMMERCIAL GENERAL LIABILITY
CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Persen()
Location And Description Of Complated Operations
Any person or organization whom you have agreed t All locations where you perform work for such additional include as an additional insured under a writter insured pursuant to any such written contract. contract, provided such contract was executed prior to
the date of loss
[Information required to complete this Schedule, If not shown above, will be shown in the Declarations. * Section Il - Who Is An Insured is amended t B. With respect to the insurance afforded to these nclude as an additlonal insured the person(s) c additional insureds, organization(s) shown in the Schedule, but onl the following is added to Section III - Limits Of Insurance:
vith respect to liability for "bodily injury" (
*youpery dam ate focain designated and If coverage provided to the additional insured is required on a cal of or again insure is ne
escribed in the Schedule of this endorsemen amount of insurance:
performed for hat additional insured and
incladed in the "products-completed operations 1. Required by the contract or agreement; or
2. Available avalahie shown in the Declarations applicable Limits of However:
1. The insurance afforded to such additional whichever is lass. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations.
CG 20 37 04 13 © Insurance Services Office, Inc., 2012
1 ADDITIONAL INSURED -
DESIGNATED PERSONS OR ORGANIZATIONS
Named Insured
Veolia North America, Inc. Endorsement Number
Policy Symbol Policy Number Policy Perior Effeclive Dale of Endorsement ISA H0886651A 01/01/2016 to 01/01/2011
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparalion of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies Insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
AUTO DEALERS COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
EXCESS BUSINESS AUTO COVERAGE FORM
EXCESS TRUCKERS COVERAGE FORM
Additional Insured(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss.
For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizatior amed in this endorsement. However, these persons or organizations are an "insured" only for "bodi injury" or "property damage" resulting from acts or omissions of:
1. You.
2. Any of your "employees" or agents.
3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents.
B. The persons or organizations named in this endorsement are not liable for payment of your premium.
Authorized Representative
DA-9U74b (06/14) Page 1 of 1
Named insured Norkers' Compensation and Employers' Liabillty Polic Endorsement Number
VEOLIA NORTH AMERICA, INC.
125 SOUTH 84* STREET Policy Number
MILWAUKEE WI 53214
Policy Period
01-01-2016 TO 01-01-2017 01-01-2016
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
Schedule
ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR
RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS
EXECUTED PRIOR TO THE DATE OF LOSS
For the dates or Ca. ur apicate in , No she indorsement.
Authorized Agent
WC 00 03 13(11/05) Copyright 1982-83, National Council on Compensation