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HomeMy WebLinkAbout2017-07-11; City Council; Resolution 2017-133RESOLUTION NO. 2017-133 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF A MEMORANDUM OF UNDERSTANDING WITH THE CITY OF VISTA AND ENCINA WASTEWATER AUTHORITY FOR OPERATION AND MAINTENANCE OF THE BUENA VISTA AND AGUA HEDIONDA PUMP STATIONS. EXHIBIT 1 WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the best interest of the city to update the Feb. 22, 2011, memorandum of understanding (MOU) with the City of Vista and the Encina Wastewater Authority (EWA) for operation and maintenance of the Buena Vista and Agua Hedionda pump stations; and WHEREAS, the City of Carlsbad and the City of Vista jointly own the Buena Vista and Agua Hedionda pump stations and EWA has operated and maintained these pumps stations under the 2011 MOU and the prior MOU dated Jan. 26, 1998; and WHEREAS, the City of Carlsbad and the City of Vista desire to repeal and replace the 2011 MOU with EWA to require an increased level of service at the pump stations including, 1) additional preventive and predictive maintenance; 2) development of an asset management plan; and 3) updates to the existing operations and maintenance manuals. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the mayor is authorized and directed to execute the MOU for operation and maintenance of the Buena Vista and Agua Hedionda pump stations, which is attached hereto as Attachment A. EXHIBIT 1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 11th day of~, 2017, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. None. None. (SEAL) RESOLUTION NO. 2017-103 A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF VISTA, CALIFORNIA, APPROVING A REVISED MEMORANDUM OF UNDERSTANDING FOR OPERATION AND MAINTENANCE OF BUENA VISTA AND AGUA HEDIONDA PUMP STATIONS The City Council of the City of Vista does resolve as follows: 1. Findings. The City Council hereby finds and declares the following: A. On July 13, 1961, the Vista Sanitation District and the City of Carlsbad entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code, to acquire, construct and operate a Joint Sewer System. B. On February 26, 2002, Vista and Carlsbad entered into an Ownership, Operation and Maintenance Agreement for a jointly owned Vista I Carlsbad interceptor sewer. C. Vista and Carlsbad now desire to enter into an Amended and Restated Memorandum of Understanding for the Operation and Maintenance of Buena Vista and Agua Hedionda Pump Stations with Encina Wastewater Authority. 2. Action. A. The Amended and Restated Memorandum of Understanding for Operation and Maintenance of Buena Vista and Agua Hedionda Pump Stations is approved. B. The Mayor is authorized to execute the Agreement on behalf of the City. 3. Adoption. PASSED AND ADOPTED at a meeting of the City Council held on June 27, 2017, by the following vote: AYES: NOES: Mayor Ritter, Aguilera, Franklin, Green None ABSTAIN: None APPROVED AS TO FORM: DAROLD PIEPER, CITY ATTORNEY APPROVED Darold Pieper 20170612114016 00050842 1 MEMORANDUM OF UNDERSTANDING FOR OPERATION AND MAINTENANCE OF BUENA VISTA PUMP STATION AND AGUA HEDIONDA PUMP STATION Ref: Admin.17-12866b This Memorandum of Understanding is entered into this 24th day of .-MfilL_, 2017, by and between the cities of Carlsbad and Vista, hereinafter referred to as CARLSBAD and VISTA and the Encina Wastewater Authority, hereinafter referred to as EWA {collectively referred to as "Parties" and individually referred to as "Party''), with respect to the following facts: RECITALS WHEREAS, CARLSBAD and VISTA jointly own the Buena Vista Pump Station and Agua Hedionda Pump Station, force mains associated with such stations, their valves and appurtenances, and certain gravity sewer lines covered in a separate agreement; and WHEREAS, CARLSBAD and VISTA are required Enrollees of the California State Water Resources Control Board Sanitary Sewer Waste Discharge Requirements ("WDR1') which requires public agencies to develop and implement sewer system management plans. WHEREAS, CARLSBAD and VISTA entered into an agreement for the operation and maintenance of the Buena Vista and Agua Hedionda pump stations on January 26, 1998, which was replaced with a new agreement on February 22, 2011, and now CARLSBAD and V!STA desire to rescind that agreement and replace it with a new agreement; and, WHEREAS, for purposes of this Memorandum of Understanding, the Buena Vista and Agua Hedionda pump stations and related facilities located inside the fencing surrounding the Buena Vista Pump Station, as shown on Exhibit 1A, and Agua Hedionda Pump Station, as shown on Exhibit lB, shall collectively be referred to as the "Pump Stations" and individually referred to as "BVPS" or "AHPS"; and, WHEREAS, Section 12.1.2 of the Revised Basic Agreement for Ownership, Operation and Maintenance of a Joint Sewerage System ("RBA") provides that EWA shall operate and maintain, at the expense of VISTA and CARLSBAD, the Pump Stations (formerly referred to as Units C and G of the Joint System), within an annual estimated budget prepared by EWA and approved by VISTA and CARLSBAD; and, WHEREAS, EWA is currently operating the Pump Stations to the satisfaction of CARLSBAD and VISTA; and, WHEREAS, CARLSBAD and VISTA desire EWA to continue to operate and maintain the Pump Stations, and EWA is willing to provide such services, subject to written terms and conditions. NOW, THEREFORE, in consideration of the mutual promises, obligations and covenants set forth herein, CARLSBAD, VISTA and EWA set forth the following Memorandum of Understanding ("MOU") Ref: t\drrln.17-12866b ARTICLE I: SCOPE OF WORK -· ------ A. Specific services to be provided by EWA hereunder are detailed in Exhibit 2, Scope of Work for Annual Operation and Maintenance Services for the Buena Vista Pump Station and Agua Hedionda Pump Station. In the event of any conflict between the provisions of Exhibit 2 and this MOU, the terms of the MOU will govern. In performing these services, EWA shall follow practices consistent with preventive and predictive maintenance level of service and EWA represents that its staff are skilled in the expertise necessary to provide these services. Preventive maintenance is a time based methodology when a piece of equipment is routinely inspected and/or taken off line for scheduled service or repairs. Predictive maintenance is a method of establishing baseline performance data, monitoring criteria over a period of time, and observing changes in performance so that failure can be predicted and maintenance can be performed on a planned, scheduled basis. B. Except as otherwise agreed by the Owner Agencies, CARLSBAD shall be responsible for the planning, design, bidding, construction management and supervision of all capital improvements to the Pump Stations. EWA shall not be responsible for the planning, design, bidding, construction management or supervision of such work at either Pump Station, except as specifically requested by CARLSBAD and VISTA, and agreed to by EWA per Articles II and Ill hereof. EWA shall, however, coordinate the continued operation and maintenance of the Pump Stations as necessary during the course of such construction. CARLSBAD and VISTA shall, before letting any contract for such work by CARLSBAD, provide a reasonable opportunity to EWA to comment on plans for making the proposed improvements as respects operational and maintenance consequences. Any such contract shall require the contractor to name EWA as additional insured as to any insurance required of the contractor by the awarding agency and as to which the awarding agency will be insured, provided that EWA need not be an insured under any bid, performance or payment bonds required by CARLSBAD. ARTICLE II: BUDGETING A. CARLSBAD and VISTA shall compensate EWA for all expenses associated with the operation and maintenance of the Pump Stations, in accordance with annual budgets to be developed and recommended by EWA and adopted by CARLSBAD and VISTA. These expenses shall include but not be limited to such things as salaries and benefits, building and equipment maintenance costs, utilities, chemicals, permit and permit amendment costs, monitoring, accounting and auditing costs, administration costs, legal services, overhead costs, insurance, and other costs as required for operation and maintenance of the Pump Stations in conformance with this MOU. B. The Pump Stations' budgets shall be assessed on a fiscal year beginning July 1 and extending through June 30 of the following year, and shall be prepared in accordance with accounting principles generally accepted in the United States of America, the Revised Establishment Document for the Encina Wastewater Authority ("RED'1 ) and the RBA, as follows: 1. In accordance with the RBA and not later than May 1 of each year, EWA shall prepare, concurrently with the preparation of the EWA Operation & Maintenance Budget, separate estimated budgets for the amount of money required to operate and maintain the BVPS and the AHPS. 2. Concurrently with the preparation of the EWA's Capital Improvement Program Budget, but no later than May 1 of each year, EWA shall also prepare an estimated Capital Acquisitions and Planned Asset Replacement budget (hereinafter referred to as Capital Acquisitions Budget) as part of the annual budget process for the BVPS and the AHPS. The Capital Acquisitions Budget shall be for · 2 of 17 - Ref-1'.'..drr1in.17 12866b replacement and rehabilitation efforts, which will not affect the designed capacity or operating characteristics of the Pump Stations, to maintain the Pump Stations' reliability, safety and compliance with regulatory requirementsJ except as specifically authorized pursuant to Paragraph 3, below. 3. EWA shall not be responsible to prepare or execute a capital budget for the improvement, expansion and/or upgrade of the Pump Stations. However, EWA may make suggestions regarding improvements which it believes are necessary or desirable, or may respond to requests by VISTA and CARLSBAD for any improvements they deem necessary or desirable. To the extent such improvements are expected to require an expenditure of less than $750,000, CARLSBAD and VISTA may request that such improvements be included in the Capital Acquisitions Budgets for implementation by EWA; however, EWA shall have no obligation to accept responsibility for budgeting or undertaking such improvements unless specificaHy requested by VISTA and CARLSBAD and agreed to by EWA as in the best interest of EWA as contract operator of the facilities. 4. Following approval by EWA, the estimated Operating and Capital Acquisitions Budgets shall be forwarded to CARLSBAD and VISTA for approval. The estimated budgets shall be deemed effective upon the receipt by EWA of a certified copy of an approving resolution by CARLSBAD and VISTA. Until such time as formal approval has been received from CARLSBAD and VISTA, the estimated budgets shall constitute merely proposed budgets, subject to consideration or revision. In the event a proposed budget is not approved, EWA shall continue to operate and maintain the Pump Stations using the previous fiscal year budget figures, provided that if no budget is approved prior to the end of the current fiscal year, EWA shall have no obligation to continue to provide services hereunder after the close of the fiscal year. 5. Each Pump Station shall have a Remote Facility Emergency Reserve of not to exceed $50,000 each and shall be budgeted and collected from CARLSBAD and VISTA in accordance with the EWA Financial Reserve Policy. This Emergency Reserve will only be utilized upon written request by the EWA if an event occurs at the Pump Stations outside normal operations and maintenance. ARTICLE Ill: PAYMENT OF EXPENSES A. For the purposes of this MOU, responsibility for expenses incurred by EWA related to the BVPS shalf be allocated 10.4% to CARLSBAD and 89.6% to VISTA; and responsibility for the AHPS shall be allocated 30.9% to CARLSBAD and 69.1% to VISTA, unless otherwise agreed upon by all parties as respects any capital projects. Whenever CARLSBAD and VISTA agree, as between themselves, to alter these allocations, written notice of any change shall be given to EWA by both CARLSBAD and VISTA prior to the commencement of the fiscal year for which the change is to be effective. EWA shall be entitled to rely upon the written notices provided by CARLSBAD and VISTA as to any change in the allocation of expenses between the cities as to either or both Pump Stations. B. Quarterly, on October 15, January 15, April 15, and July 15, EWA shall bill CARLSBAD and VISTA. CARLSBAD and VISTA shall promptly pay for the operating and capital acquisitions expenses incurred during the prior quarter of the fiscal year, excluding any emergency reserve costs, provided that EWA may issue interim supplementary billings for any extraordinary capital acquisitions expenses specifically requested for projects exceeding $50,000. To the extent any operating reserve carried over from the prior fiscal year is insufficient, the operating reserve shall be billed on January 15, and replenished as necessary upon subsequent quarterly billings. In the event that at the end of the fiscal year, the amount paid exceeds the audited actual expensesJ the excess shall be credited to CARLSBAD and VISTA the following fiscal year. -3 of 17 - In the event the amount paid, including the operating reserve, is less than the audited actual expenses, then EWA shall bill CARLSBAD and VISTA the additional expenses in the January 15 billing. C. In accordance with the RBA, the failure by one of the Parties, CARLSBAD or VISTA, to pay budgeted expenses shall not relieve the other Party of its obligations to pay its proportional share. ARTICLE IV: ACCOUNTING AND AUDITS EWA shall maintain full financial records showing all expenses associated with or related to the work covered hereby in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies. Concurrently with the annual independent financial audit of the EWA, EWNs auditor shall contract with a certified public accountant to make an annual independent audit of such accounts and records. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code and the audit shall conform to accounting principles generally accepted in the United States of America, the RED and the RBA. A report of the audit shall be filed as a public record with each of the member agencies and with the San Diego County Auditor within 30 days of its completion. In accordance with the laws of the State of California and the RBA, such report shall be filed within 12 months of the end of the fiscal year under examination. CARLSBAD and VISTA reserve the right to audit all financial records and accounts. ARTICLE V: PERMITTING As the joint owners of the Pump Stations, CARLSBAD and VISTA retain by operation of law the ultimate authority and responsibility for regulatory permits and reporting activities related to the Pump Stations. EWA shall work directly with CARLSBAD and VISTA and with all competent permitting authorities to ensure the timely issuance, amendment, and renewal of any regulatory permit required by the State of California related to the operation and/or maintenance of the Pump Stations including, but not limited to the Regional Water Quality Control Board and the San Diego Air Pollution Control District, and/or by the government of the United States of America. Except as otherwise agreed upon by all Parties in writing, CARLSBAD and VISTA shall be responsible for all costs related to the issuance, amendment or renewal of any and all regulatory permit(s) required to operate and maintain the Pump Stations. ARTICLE VI: LIABILITY A. Notwithstanding the provisions of Government Code Section 895.2, CARLSBAD and VISTA shall, to the fullest extent allowed by law, indemnify, defend and hold EWA and the member agencies of EWA which have no ownership interest in the Pump Stations, their directors, officers, agents and employees harmless from any and all claims, demands, liens, actions, liabilities, costs, and expenses, including attorneys' fees, based upon or arising out of or claimed to have arisen out of any act or omission by EWA related to this MOU, other than actual intentional or willful misconduct of an EWA employee, officer or agent. The Buena Sanitation District, the Leucadia Wastewater District, the Vallecitos Water District, and the City of Encinitas currently have no ownership interest in the Pump Stations. B. CARLSBAD and VISTA also agree to hold harmless and defend such agencies and EWA, their directors, officers, agents, and employees with respect to claim or legal proceedings or judgment made, filed, or presented against the foregoing, by reason of CARLSBAD's or VISTA's1 or their officers', -4 of 17 - qef: /\dmin.17-12866b agents', or employees' negligence, intentional or willful misconduct regarding the operation and maintenance of the Pump Stations during the term of this MOU. ARTICLE VII: PUBLIC INFORMATION A. Except as provided in Paragraph C of this Article VII, CARLSBAD and VISTA agree that the release of public information, except records requested under the Public Records Act, in situations relating to the general operations of the Pump Stations will be the sole responsibility of CARLSBAD and VISTA. EWA shall forward all media requests for information, except records requested under the Public Records Act, to the VISTA City Manager and CARLSBAD Utilities Director or designees to respond to such inquiries. Notwithstanding the foregoing provision, CARLSBAD and VISTA may respond independently to any request for public information in situations relating to general operations of the Pump Stations. CARLSBAD and VISTA shall be notified of any request for public records associated with the Pump Stations. 8. The Parties agree to participate in an emergency drill at least annually, scheduled by EWA, to establish, test and refine emergency protocols for EWA-operated pump stations, including written emergency public information protocols for addressing public inquiries (Exhibit 3). C. CARLSBAD and VISTA agree that in the event of an emergency incident, EWA shall implement the Pump Station Public Information Protocol described in Exhibit 3 to respond to public inquiries in a timely manner. EWA staff shall confer with the persons designated in such protocol for CARLSBAD and VISTA to coordinate the agencies' communications with the public. ARTICLE VIII: INSURANCE A. Throughout the term of this MOU, as part of the annual Operations and Maintenance Budgets, CARLSBAD and VISTA shall pay for and EWA shall maintain in fu!I force and effect insurance in connection with the Pump Stations and related to the services provided under the authority of this MOU. This insurance shall include no less than general liability coverage in the amount of $2,000,000 per occurrence for bodily injury, personal injury and property damage, and Workers' Compensation coverage with limits as required by the California Labor Code. B. EWA shall obtain such property insurance, including boiler and machinery, and flood insurance, as CARLSBAD and VISTA may deem necessary to safeguard the Pump Stations. Any property insurance obtained by EWA for the Pump Stations shall name CARLSBAD and VISTA as additional insureds in accordance with the respective ownership interests of CARLSBAD and VISTA. C. General liability coverage obtained by EWA shall name all EWA member agencies and CARLSBAD and VISTA as additional insureds under the California Sanitation Risk Management Association ("CSRMA11) memorandum of coverage. EWA will provide CARLSBAD and VISTA evidence of insurance coverage purchased and maintained throughout the term of the MOU and noticed as per Article XII. D. CARLSBAD and VISTA acknowledge that EWA participates in and generally obtains coverage through CSRMA, and that CSRMA does not offer flood or earthquake coverage. The aforesaid insurance shall in no manner limit the indemnity provisions set forth in this MOU. -S of 17 - E. This insurance coverage sharl be primary insurance as respects CARLSBAD and VISTA and their officials, employees and volunteers. Any insurance or self-insurance maintained by CARLSBAD and VISTA, its officials, employees or volunteers shall be in excess of this insurance and shall not contribute with it; provided that CARLSBAD and VISTA shall be responsible for satisfaction of any deductible or self insured retention due under EWA's coverage. ARTICLE IX: DISCLAIMERS A. EWA shall not be involved in setting or collecting any capacity or user fees for the Pump Stations. B. EWA shall not be responsible for any defects, omissions or errors in the design or construction of the Pump Stations, but only for the exercise of ordinary care in the operation and maintenance of the Pump Stations. C. If it becomes evident that a Pump Station overflow may occur, EWA will endeavor to contact CARLSBAD and VISTA to make the decision where the overflow will be allowed to occur. D. In the event of an overflow inside the fence line of the Pump Stations, EWA will make the initial contact with any regulatory agency, per any applicable permitting requirements, within the required notification time specified in any applicable permit or permits, and shall provide CARLSBAD AND VISTA with available information required for submittal of regulatory reports. CARLSBAD shall be responsible for submitting online Sanitary Sewer Overflow Reports in conformance with all applicable permit requirements. E. !n the event of a regulatory permit violation resulting from operation or maintenance of the Pump Stations, EWA shall make the initial contact with the regulatory agency having jurisdiction over the Pump Stations as specified in the permit. EWA shall, within the required notification time, prepare or cause to be prepared, a written report on behalf of CARLSBAD and VISTA. CARLSBAD and VISTA shall review and comment on the content of the written report prior to submittal by EWA. F. EWA shall be responsible for developing, securing CARLSBAD and VISTA acceptance, and maintaining Sanitary Sewer Overflow Response Plans ("SS0RP") for the Pump Stations as required by any applicable regulation or permit. EWA shall provide such SS0RP to CARLSBAD and VISTA for approval. CARLSBAD and VISTA shall provide written confirmation to the EWA General Manager that the PLANS submitted for approval are either acceptable or not acceptable. Where CARLSBAD and VISTA determine that a SS0RP submitted for approval by EWA is not acceptable, CARLSBAD and VISTA shall make their best effort to specifically identify errors or omissions in the SS0RP as submitted by EWA and to recommend specific amendments to address the errors or omissions identified. EWA shall comply with such SSORP on behalf of CARLSBAD and VISTA as to the Pump Stations. Except as set forth in this paragraph, however, EWA shall have no responsibility for maintaining or carrying out the spill response plans of CARLSBAD's or VISTA1s owner owned collection systems identified ·in Exhibit 1A and 1B. EWA shall submit SS0RP to both CARLSBAD and VISTA annually on July 15 for review and approval. G. EWA also shall make good faith efforts to comply with all regulatory requirements imposed on the owners which are applicable to the Pump Stations. CARLSBAD and VISTA shall promptly advise EWA if or when there are new applicable requirements or when applicable requirements change. EWA shall have no obligation to seek any amendments to such requirements. -6 of 17 - R2f: /\drnin.17 12%6b ARTICLE X: DURATIO~ OF M~JYIQB~NQl.JM;_T~RMJl~L~JlO.~ A. This MOU shall remain in effect and shall continue from year to year unless any Party hereto gives not less than 180 days written notice prior to the commencement of any fiscal year of its intent to terminate this MOU. If such notice is given and not withdrawn, this MOU shall expire as of June 30 of the then current fiscal year. B. In the event of termination of this MOU, the Parties acknowledge that they will continue to be bound solely by the provisions of the RBA and RED, as each may be amended from time to time. ARTICLE XI: WARRANTS AND REPRESENTATIONS CARLSBAD and VISTA warrant to EWA that: A. To the best of CARLSBAD and VISTA's knowledge, there is not at present upon the Pump Stations, or any portion thereof, or on any continuous or adjacent property owned by CARLSBAD and VISTA, any toxic or hazardous substances, materials or wastes, including, but not limited to asbestos, other than those which have been disclosed to EWA in writing or which are ordinary and customary supplies, stored in accordance with all legal requirements, for the routine and on-going operation and maintenance of the Pump Stations. B. Except as provided in the RBA, there are no covenants, easements, licenses, leases, or any other contracts, written or oral, between CARLSBAD and VISTA, their agents or assigns, and any other person regarding the operation or maintenance of the Pump Stations. ARTICLE XII: NOTICES A. CARLSBAD's point of contact for issues related to the implementation of this MOU is the Carlsbad Utilities Director. VISTA1s point of contact for issues related to the implementation of this MOU is the Vista City Manager. EWA's point of contact for issues related to the implementation of this MOU is the EWA General Manager. B. All notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to: To CARLSBAD: To VISTA: To EWA: Carlsbad Utilities Director 5950 El Camino Real Carlsbad, CA 92008 Vista City Manager 200 Civic Center Drive Vista, CA 92084 EWA General Manager 6200 Avenida Encinas Carlsbad, CA 92011 -7 of17 - /\RTICLE XIII: DISPUTE RESOLUTION A. EWA, CARLSBAD and VISTA agree that the maintenance of a cooperative and mutually beneficial relationship between them is an important aspect of this MOU and therefore intend to provide means for resolving any disputes, claims, or controversies that may arise during the course of this Memorandum in an efficient manner to avoid resort to legal actions against one another, iffeasible. B. Therefore, except for any claim or action filed by a nonparty to this MOU, any dispute, claim, or controversy arising with respect to the interpretation of this MOU or the performance of any Party shall be first submitted to a three-step dispute resolution process that includes, in sequence: (1) an informal meet and confer process between representatives designated by all the Parties, (2) mediation, and {3) non-binding arbitration. C. Except for any daim or action filed by a nonparty hereto, upon any dispute, claim, or controversy ("Dispute"} arising with respect to the interpretation of this MOU, or the performance of any Party, which is not immediately resolved between the Parties, the Party asserting such Dispute may, within 30 days from the date the Dispute has arisen, serve written notice upon the others that a Dispute exists with respect to this MOU, and each Party shall then within fourteen days designate one or more representatives and shall establish a time and place at which to meet and confer in mutual good faith to resolve the Dispute. If, after a reasonable amount of time and effort have elapsed, a resolution of the Dispute has not been established to the mutual satisfaction of all Parties, any Party may then initiate a mediation process by serving a written notice of the election to mediate upon the other. D. In the event the election to mediate a Dispute is invoked by any Party, a request for mediation shall be filed within 30 days in the San Diego Regional Office of the American Arbitration Association {11AAA") and the mediation shall be initiated and conducted in accordance with the Commercial Rules of mediation of the AAA, or by any other method mutually agreeable to the Parties. Any statements made during mediation shall remain confidential and may not be disclosed without consent of all participants. E. In the event mediation does not resolve the Dispute, any Party may then elect arbitration by providing a written notice of such election to the other Parties. Such request must be mailed to the other Parties within 30 days following the conclusion of mediation. Upon serving written notice upon the other Parties, the request for arbitration shall be filed at the AAA and the arbitration shall be conducted in accordance with the rules established by the AAA, unless all Parties mutually agree to an alternative method. Neither the Parties nor the arbitrator may disclose the contents or results of the arbitration, except as may bE~ required by law, without the prior written consent of all Parties. The Parties may agree to be bound by the results of the arbitration and may agree that any award by or decision of an arbitrator shall be final. F. Nothing in this procedure shatl prohibit the Parties seeking remedies available to them at law. G. During the course of any proceeding to resolve a Dispute, the Parties shall continue to perform any duties or obligations existing under the MOU. ~ 8 of 17 - l~ef: /\drnin.l7 12866b ARTICLE XIV:_ SEVERABILITV If any one or more of the terms, provisions, promises, covenants or conditions hereof shall be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions hereof shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. ARTICLE XV: MODIFICATIONS This MOU, together with the RBA, contains all of the terms and conditions made between the Parties hereto and shall not be altered except by an amendment in writing. ARTICLE XVI: SUCCESSION; ASSIGNMENT The provisions hereof shall be binding upon and shall inure to the benefit of the successors of the Parties. This MOU may not be assigned by any Party without the written consent of the other Parties. ARTICLE XVII: GOVERNING LAW This MOU is to be governed by and construed in accordance with the laws of the State of California. -9 of 17 - Ref: Admin.17-12866b IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed as of the day and year first above written. ENCINA WASTEWATER AUTHORITY Approi[;f L By: _________ _ CARLSBAD Counsel Approved as to form BJ;/~ EWA Counsel CITY OF VISTA ' By: _~ ______ 'ru ____ kL:._ Approved as to form By: <£2.~ City Attorney -10 of 17 - LEGEND EWA MAINTAINED -OWNER MAINTAINED Ret Admin.08-8995h -11 of 17 - J ( l '1 ROAO 1 I Ref: Admin.17-l2866b N 0 10 20 30 FW 1;2·-20·-o· BUENA VISTA PUMP STATION EXHIBIT 1A ..0 l.D l.D 00 r-1 .-i I " .-i C .E -c <t: ~ OJ ex: EMERGENCY OVERFLOW BASIN ~-------------------42'SEWER LEGEND -EWAMAINTAINEO -OWNER MAINTA!Nl:O. Ref; Admln.08--89951 ACCESS ROAD CONTROL 1-----..... ROOM 30" SiORM ORAl!'t not Cal1sbad and Vlsta ~~ o a• 1~· Fm 1/32"-r-o· GENERATOR ROOM AGUA HEDIONDA PUMP STATION EXHIBIT 1B " ~ -0 N ~ Ref: P,d,niri L'-:_2.866!J EXHIBIT2 Scope of Work for Annual Operation and Maintenance Services for the Buena Vista Pump Station and Agua Hedionda Pump Station 1. The Buena Vista Pump Station (BVPS) and Agua Hedionda Pump Station (AHPS), collectively referred to as the "Pump Stations", shall be defined as all structures, electrical, instrumentation, and mechanical systems as identified on Exhibits 1A and 1B that are specifically related to the pumping of wastewater to the Encina Water Pollution Control Facility (EWPCF). In addition, relating to the BVPS, EWA shall also be responsible for operation and maintenance activities associated with the offsite air release valve directly adjacent to the pump station. 2. EWA shall be responsible for all tasks needed to operate and maintain the Pump Stations. These tasks shall be performed within the annual operating budgets and shall include: A. Operation, maintenance, and monitoring of the Pump Stations in accordance with (a) safe and sound operationat maintenance, engineering, and accounting practices and (b) local, state and federal laws and regulations, except as provided in the Memorandum of Understanding (MOU) for Operation and Maintenance of the Pump Stations. Maintenance activities shall consist of: preventive and predictive maintenance which includes, at a minimum, a vibration analysis, oil testing, load bank testing, and thermography; and corrective maintenance to address equipment malfunctions. The frequency of maintenance activities shall be in accordance with the Standard Operating Guideline referenced in section J of this part. Operation and maintenance of the Pump Stations shall be coordinated with the operation and maintenance of the EWPCF, such that EWA attempts to provide CARLSBAD and VISTA with as cost-effective operation as possible, while maintaining the Pump Stations1 reliability; B. Development and execution of contracts in connection with the operation and maintenance of the Pump Stations; C. Employment of agents and employees to operate, maintain, administer, and manage the Pump Stations; D. Preparation of annual Operating and Capital Acquisitions Budgets; E. Provision of financial and audit services for services provided by EWA hereunder; F. Acquisition, holding, and disposition of such equipment as may be reasonably necessary to the operation, maintenance, administration, and management of the Pump Stations; G. In the event of a reduction of the total pumping capacity, EWA shall notify the CARLSBAD Utllities Director and VJSTA City Manager and/or their designees as soon as conveniently possible. EWA shall prepare a written report summarizing the cause of the loss of total pumping capacity and corrective maintenance action plan. -13 of 17 - Ref: Admin.17-12866b H. EWA shall utilize a Computerized Maintenance Management System to store data on condition, utiiization, and maintenance of assets. I. EWA shall maintain records of pump station maintenance for a minimum of five years and CARLSBAD and VlSTA shall have access to the O&M Data. J. EWA shall develop an operation and maintenance manual (O&M Manual) that shall include the following: diagrams of the station and force main indicating key equipment and appurtenances, operation and control, pump curves based on actual equipment installed, sanitary sewer overflow response plan (SSORP), bypass plan, and manufacturer's O&M literature. The O&M Manual shall include a Standard Operating Guideline (SOG} which outlines daily, weekly, monthly, and other periodic maintenance procedures. The SOG shall be submitted annually with each budget for approval to the satisfaction of CARLSBAD and VISTA. K. EWA shall develop an asset management plan (AMP) for the Pump Stations. The AMP shall have an inventory of assets in the station and shall include name, asset identification number, functionality, age, location, size, and valuation (full replacement value). The AMP shall also consider likelihood of failure, consequence of failure, current condition, identify assets in poor condition, grading scheme, useful life, predictive maintenance strategies, recommended replacement date, and 5-year budget forecasting of repair and replacement. L. EWA shall develop a critical spare parts list documenting location, availability, and lead time. Maintenance of critical spares inventory shall be determined in conjunction with CARSLBAD and VISTA. The list shall be updated annually with each budget. For critical spare parts that are not stored or readily available, EWA shall prepare a contingency plan to address or mitigate risk posed by the potential failure of the critical spare part. M. EWA shall submit quarterly reports to CARLSBAD and VISTA that lists all operation and maintenance activities, scheduled and unscheduled, that were performed on the Pump Stations for the entire quarter, pump station performance, alarms, permit violations, and losses in total pumping capacity. The quarterly report shall be submitted with each billing. N. EWA shall submit an Annual Report to CARLSBAD and VISTA summarizing all operation and maintenance activities, number of unscheduled maintenance activities, number of times total capacity was reduced including duration, and recommended capital improvements and major equipment replacements for the next five years. This shall be included in the fourth quarter billing. 0. Quarterly rotation of the BVPS force main; and P. Routine inspection and maintenance of the air release and main line valves on the BVPS force main, notwithstanding that such appurtenances are located outside of the fenced area of the pump station. -14 of 17 - Ref: Admin.17-12866b 3. CARLSBAD and VISTA shall be responsible for: A. The pipelines, drains, overflows and other appurtenances as identified in Exhibits 1A and 18; B. The roadway and paved area within the fence line{s) of the Pump Stations, as identified in Exhibits 1A and 1B; and C. Any other structure, system or appurtenance not specifically addressed herein. -15 of 17 - EXHIBIT3 Encina Wastewater Authority Pump Station Public Information Protocol 12')S6b 1. EWA will determine whether or not to implement the Incident Command System (JCS} in response to an emergency incident at the Pump Stations. Public safety officials may also establish an ICS or Joint ICS (JICS), as appropriate. 2. EWA will notify the Carlsbad Utilities Director and Vista City Manager immediately upon a decision to establish the !CS in response to an emergency incident at the Pump Stations. 3. EWA will designate a Lead Public Information Officer (PIO) for the incident who will notify the CARLSBAD and VISTA PIOs immediately upon a decision to establish the ICS in response to an emergency incident at the Pump Stations. 4. CARLSBAD and VISTA PIOs will provide support to the Lead PIO, such as drafting statements and messages, fielding media calls and disseminating information on behalf of EWA. This may be done at the site of the incident, EWA offices or city offices, as appropriate. S. The EWA PIO and Incident Commander will approve all communication content prior to dissemination. 6. The EWA PIO will serve as the incident spokesperson. If needed, the CARLSBAD or VISTA PIO may serve as an alternate spokesperson. In such case, they will be identified as an EWA spokesperson. 7. The following tactics are among those that may be utilized to communicate about an incident, based on the recommendations of the city and EWA Pl Os: • Social media • News releases a Website updates • Signage • Alert San Diego (Reverse 911} • Fliers/door hangers -16of17- FOR IMMEDIATE RELEASE Date/Time CONTACT: Name: Title: Phone/Email: Ref: Admin.17-12866b Sample News Release Residents, businesses asked to limit indoor water use to assist in wastewater spill response To assist crews responding to a sewage spill near the Batiquitos Lagoon, residents and businesses in (STATE AREA) are being asked to reduce indoor water use, such as showering, laundering and dishwashing, until further notice. Limiting indoor water use will reduce wastewater flows to the affected area. Sewage service is not expected to be affected. "Our number one priority is to protect public health and the environment," said Michael Steinlicht, General Manager of the Encina Wastewater Authority, which operates the pump station under a contract with the cities of Carlsbad and Vista. "Although we work hard to prevent spills, we also train regularly, so we are prepared to respond quickly if one occurs.JI An estimate on how much wastewater has been released has not yet been determined. The County Department of Health has not called for beach closures at this time. The cause for the spill is under investigation. Traffic in the area of ____ may be affected as crews make repairs. The Encina Wastewater Authori!'{ (EWA) is a public agency that is the contract operator of the Encina Water Pollution Control Facility, which is owned by six public agencies that share in the costs and management of the treatment facility (cities of Carlsbad, Vista, Encinitas, and the Vallecitos Water District, Buena Sanitation District and the Leucadia Wastewater District). EWA provides wastewater treatment service to approximately 400,000 residents in northwestern San Diego County. Wastewater collected from the six different districts travels through pipes (gravity and forced main piping) to the Encina Water Pollution Control Facility to be treated. The plant has a capacity of 43.3 million gallons per day (MGD), while flows currently average 22 MGD. -17 of 17 -