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HomeMy WebLinkAbout2005-04-19; Municipal Water District; 584; MOU approval: Encina Wastewater and CMWDn nh 1 iB# 584 ATG. 411 9/05 IEPT. ENG 0 hLJ ot 6 a a a .. z 0 F 2 2 a rn 0 “ l’ F DEPT. HD. CITY ATTY. k CITY MGR- - TITLE: APPROVE MEMORANDUM OF UNDERSTANDING BETWEEN ENCINA WASTEWATER AUTHORITY AND THE CARLSBAD MUNICIPAL WATER DISTRICT FOR THE OPERATION AND MAINTENANCE OF THE CARLSBAD WATER RECYCLING FACILITY, AND AMENDMENT NO. 3 WITH BLACK & VEATCH CORPORATION, PROJECT NO. 3675 AND APPROPRIATION OF FUNDS RECOMMENDED ACTION: Adopt Resolution No. 1237 tb approve a Memorandum of Understanding between Encina Wastewater Authority and the Carlsbad Municipal Water District for the Operation and Maintenance of the Carlsbad Water Recycling Facility, and Amendment No. 3 with Black & Veatch Corporation, Project No. 3675, and Appropriation of Fund’s. ITEM EXPLANATION: The treatment facility for the Encina Basin Water Reclamation Program, Phase II Project includes the 4.0 million gallon per day Carlsbad Water Recycling Facility (CWRF), a 7.0 million gallon flow equalization storage reservoir, an influent pump station, and a recycled water pump station. A “Notice of Completion” was approved on October 5, 2004 for the CWRF. The 7.0 million gallon flow equalization storage reservoir, the influent pump station, and the recycled water pump station are part of Encina Wastewater Authority’s (EWA) “Joint Use Project”, which will be completed at the end of April 2005. The contractor for EWA will begin field-testing all the equipment by May 2, 2005, and this testing will require operation and maintenance staff to start operating these facilities. The District’s personnel will operate and maintain the recycled water pump station as part of the recycled water distribution system. However, the District has negotiated a memorandum of understanding with EWA to perform operation and maintenance activities for the remaining facilities in lieu of hiring and training new staff or contracting with a private firm to perform the required tasks. The agreement calls for EWA to provide certified level operators and other appropriate personnel, obtain annual permits, secure utilities and chemicals, and provide maintenance, repair, legal, accounting, insurance, and administration services under an annual budget to be approved by the District. EWA’s first budget, in the amount of $1 15,493, is for the current fiscal year 2004/2005. This budget isfior a “transitional period” and provides assistance in field-testing of all equipment by EWA staff, attending training sessions by EWA staff, and providing the work listed above for approximately two months, which will end June 30, 2005. Subsequent fiscal year budgets will be submitted by May 1 of each year, and include operation, maintenance and monitoring of the facilities, development of contracts in connection with operation and maintenance, providing agents and employees, preparing annual operating and capital acquisition budgets, coordinating with District to provide water in quantities and at times determined by the District, providing regulatory reports, and developing standard operating procedures and emergency response procedures for the facilities. In addition, to the EWA budget there is a one-time cost to provide the following: 0 Operation and maintenance manuals on the installed equipment. 0 Procedures for efficiently operating the CWRF. 0 Complete as-built drawings of the completed facilities. 0 Perform plant certification testing in coordination with and witnessed by San Diego Regional Water Quality Control Board staff. 584 Page 2 of Agenda Bill No. To provide the necessary manuals, training and coordination effort with equipment suppliers and the Regional Board, the District has negotiated with Black & Veatch Corporation to provide this service on a time and material basis not-to-exceed $257,444. This work effort is contained within Amendment No. 3 to their construction phase services agreement, which also requires that this agreement be extended through October 31, 2005. District staff is also preparing separate agreements with each major equipment supplier to provide field-testing of their specific equipment and any supplemental training to operate the installed equipment at a combined cost of approximately $65,000. The total budget for operation and maintenance activities by EWA, Black & Veatch, and the equipment suppliers for this fiscal year is, therefore, approximately $440,000. ENVIRONMENTAL REVIEW: A Mitigated Negative Declaration was prepared for the Phase II project. This was approved by the City Council on January 25,2000 under Case No. EIA 99-09. FISCAL IMPACT: EWA Aqreement - The CMWD will pay for 100 percent of the operation and maintenance costs at the CWRF. The total cost for EWA's operation and maintenance work activities is $1 15,493 for fiscal year 2004/2005. The Black & Veatch Corporation will prepare operation and maintenance manuals, provide training, complete as-built drawings and coordinate testing activities with equipment suppliers and the Regional Board for an amount not-to-exceed $257,444. Supplemental training and field-testing by each equipment supplier will be through separate agreements which total approximately $65,000. All these costs are paid from the Recycled Water Operating Fund through revenue collected on the sale of recycled water from CMWD's Phase I and Phase II customers. The total additional appropriations request is $440,000. EXHIBITS: 1. Location Map. 2. Resolution No. 1237 to approve a Memorandum of Understanding between Encina Wastewater Authority and the Carlsbad Municipal Water District for the operation and maintenance of the Carlsbad Water Recycling Facility, Project No. 3675, and appropriation of funds. 3. Memorandum of Understanding for the Operation and Maintenance of the Carlsbad Municipal Water District Water Recycling Facilities. 4. Amendment No. 3 to Agreement for Professional Engineering Services for the Carlsbad Water Recycling Facility (Black & Veatch Corporation). DEPARTMENT CONTACT: William Plummer, (760) 602-2768, bplum Qci.carlsbad.ca.us LOCATION MAP PROJECT SITE PROJECT NAME AGREEMENT BETWEEN CMWD AND EWA FOR OPERATION & MAINTENANCE OF CWRF PROJECT EXHIBIT I E7 I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 1237 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD) TO APPROVE A MEMORANDUM OF UNDERSTANDING BETWEEN ENCINA WASTEWATER AUTHORITY AND THE CARLSBAD MUNICIPAL WATER DISTRICT FOR THE OPERATION AND MAINTENANCE OF THE CARLSBAD WATER RECYCLING FACILITY, AND AMENDMENT NO. 3 WITH BLACK & VEATCH CORPORATION, PROJECT NO. 3675, AND APPROPRIATION OF FUNDS. WHEREAS, the Encina Basin Water Reclamation Program, Phase II Project included the 2arlsbad Water Recycling Facility (CW RF) and Joint Use Flow Equalization Project, which was iunded through a $5 million grant and a $36.4 million low-interest loan from the State Water Resources Control Board, a $2.2 million grant from the Environmental Protection Agency, and a 25 percent project grant from the Bureau of Reclamation; and WHEREAS, a "Notice of Completion" was filed on the Carlsbad Water Recycling Facility m October 5, 2004, and the Encina Wastewater Authority is scheduled to complete construction 2f the Joint Use Flow Equalization Project in April 2005 which includes a recycled water pump station, an influent pump station, and a 7.0 million gallon flow equalization tank, which are part of :he CWRF; and WHEREAS, it is in the best interests of the CMWD to have the EWA perform the operation 2nd maintenance work activities at the CWRF, the influent pump station, and the 7.0 million gallon low equalization tank of the Joint Use Flow Equalization Project collectively referred to as the 3WRF; and WHEREAS, an Operations and Maintenance Memorandum of Understanding has been Irepared between the Encina Wastewater Authority and the Carlsbad Municipal Water District for he operation and maintenance of the Carlsbad Water Recycling Facility, where Fiscal Year !004/2005 will be a "transitional period" budget in an amount not-to-exceed $1 15,493 for two nonths of operation, and all subsequent fiscal year budgets will be submitted by May 1 of each rear for approval by CMWD; and WHEREAS, supplemental training and field-testing by each equipment supplier will be hrough separate agreements, which total approximately $65,000; and I/ Il 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, Black & Veatch Corporation will provide operation and maintenance manuals and as-built drawings for the CWRF, plus training for Encina Wastewater Authority staff, and certification testing through Amendment No. 3 to their construction services agreement for an amount not-to-exceed $257,444. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Carlsbad Municipal Water District (CMWD) of the City of Carlsbad, California, as follows: 1. 2. That the above recitations are true and correct. That the Recycled Water Operating Fund shall be used to pay Encina Wastewater Authority’s expenses associated with the operation and maintenance of the Carlsbad Water Recycling Facility identified in “Memorandum of Understanding for the Operation and Maintenance of the Carlsbad Municipal Water District Water Recycling Facilities”. 3. That the Executive Manager of the Carlsbad Municipal Water District is hereby authorized and directed to execute the “Memorandum of Understanding for the Operation and Maintenance of the Carlsbad Municipal Water District Water Recycling Facilities’’ with the Encina Wastewater Authority. 4. That the Executive Manager of the Carlsbad Municipal Water District is hereby authorized and directed to execute Amendment No. 3 with Black & Veatch Corporation, which extends their agreement to October 31, 2005, and that the expenses in this amendment will be paid from the Recycled Water Operating Fund. Ill Ill Ill ill Ill Ill Ill Ill 111 111 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5. That the Finance Director is hereby authorized to appropriate $440,000 from the qecycled Water Operations Fund for the operation and maintenance of the Carlsbad Municipal Nater District Recycling Facilities. PASSED, APPROVED AND ADOPTED at a special meeting of the Carlsbad Municipal Nater District held on the 19th day of April , 2005 by the following vote, to wit: AYES: Board Members Lewis, Hall, Kulchin, Packard, Sigafoose 4TTEST (SEAL) b ORIGINAL MEMORANDUM OF UNDERSTANDING FOR THE OPERATION AND MAINTENANCE OF THE CARLSBAD MUNICIPAL WATER DISTRICT WATER RECYCLING FACILITY Ref: F&HR.044222 This Memorandum of Understanding is entered into as of May I, 2005 by and between the Carlsbad Municipal Water District, hereinafter referred to as “DISTRICT”, and, Encina Wastewater Authority, hereinafter referred to as “EWA”, with respect to the following facts: RECITALS Whereas, DISTRICT owns the Carlsbad Water Recycling Facility, the Granular Media Filter Pump Station (GMF), the Microfiltration Pump Station (MF) and certain appurtenances associated with the Combined Pump Station (CPS) at the Encina Water Pollution Control Facility (EWPCF); and, Whereas, Section 12.1.3 of the Revised Basic Agreement for Ownership, Operation and Maintenance of a Joint Sewerage System (RBA) states that EWA “shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by EWA’s Joint Advisory Committee and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities;” and, Whereas, for the purposes of this Memorandum of Understanding, the Carlsbad Water Recycling Facility, GMF and MF as shown in Attachment 1 shall be collectively referred to as the “Facilities;” and, Whereas, the DISTRICT does not intend that EWA operate or maintain the Carlsbad Recycled Water Pump Station as shown in Attachment 2, and is distinguished from those CPS elements the DISTRICT does intend EWA to operate and maintain under this Memorandum of Understanding; and, Whereas, DISTRICT desires EWA to operate and maintain the Facilities 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, the DISTRICT and EWA set forth the following Memorandum of Understanding (MOU). ARTICLE I: SCOPE OF WORK Specific services to be provided by EWA hereunder are detailed in Attachment 3, Scope of Work for Transition Period for Operation and Maintenance for the District Water Recycling Facilities and Attachment 4, Scope of Work for Annual Operation and Maintenance for the DISTRICT Water Recycling Facilities. In the event of any conflict between the provisions of the attachments and this Memorandum of Understanding (MOU), the terms of the Memorandum will govern. In performing these services, EWA shall follow practices consistent with generally accepted technical standards and EWA represents that its staff are skilled in the expertise necessary to provide these services. -1 - 7 Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.2 ARTICLE II: BUDGETING A. DISTRICT shall compensate EWA for all reasonable expenses associated with the operation, maintenance and administration of the Facilities, in accordance with annual budgets to be developed and recommended by EWA and adopted by DISTRICT and the EWA Board of Directors. B. The Facilities' Transition Period Budget described in Attachment 5 shall take effect upon the effective date of this MOU and shall continue in effect until June 30,2005. C. EWA shall prepare Operation & Maintenance and Capital Improvement Program budgets for the Facilities in accordance with accounting principles generally accepted in the United States of America, the Revised Establishment Document for the Encina Wastewater Authority (RED) and the RBA. In accordance with the RBA and not later than May 1 of each year, EWA shall prepare, concurrently with the preparation of the EWPCF Operation & Maintenance Budget, an estimated budget of the amount of money required to operate and maintain the Facilities including, but not limited to: salaries and benefits costs, building and equipment maintenance costs, utilities, chemicals, permits and permit amendment costs, accounting and auditing, administration, legal services, overhead, insurance and other costs as required to operate, maintain and administer the Facilities in conformance with this MOU. 1. 2. Concurrently with the preparation of the EWPCF Capital Improvement Program Budget and not later than May 1 of each year, EWA shall prepare estimated Capital Acquisitions (Acquisitions) and Planned Asset Replacement (PAR) budgets. The Acquisitions and PAR budgets shall maintain the reliability and safety of the Facilities and ensure compliance with applicable regulatory requirements through the planned repair or replacement of structures, equipment and other property so long as no such acquisition or PAR materially alters the designed capacity or operating characteristics of the Facilities. EWA may suggest capital improvements that would materially alter the designed capacity or operating characteristics of the Facilities provided such improvements are estimated to require expenditures of $50,000 or less. EWA shall have no obligation to accept responsibility for budgeting or undertaking such improvements except as otherwise agreed upon by both parties in writing. 3. Except as otherwise agreed upon by both parties in writing, DISTRICT shall be responsible for the planning, design, bidding, construction management and supervision of all capital improvements to the Facilities. As necessary during the course of construction, however, EWA shall continue to coordinate the operation and maintenance of the Facilities. DISTRICT shall, before entering into any contract for such work, provide a reasonable opportunity to EWA to comment on plans for the proposed improvements in order to gauge operations and maintenance consequences. Any such contract shall require DISTRICT'S 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 required bid, performance or payment bond. -2- P Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility Following approval by the EWA Board of Directors, estimated budgets shall be forwarded to DISTRICT for approval. The estimated budgets shall be deemed effective upon the receipt by EWA of a certified copy of an approving resolution or minute order by DISTRICT. Until such time as formal approval has been received from DISTRICT, the estimated budgets shall constitute merely proposed budgets, subject to consideration or revision. In the event a proposed budget is not approved by the DISTRICT, EWA shall continue to operate and maintain the Facilities subject to expenditure limits specified in the budgets most recently approved by the DISTRICT. F&HR-04-4222.3 D. ARTICLE 111: FUNDING A. For the purposes of this MOU, responsibility for expenses incurred by EWA and related to the Facilities shall be allocated to and paid by DISTRICT. B. Quarterly, on October 1, January 1, April 1, and July 1, EWA shall bill the DISTRICT for actual operating and capital expenses incurred during the prior quarter. Upon receipt of each quarterly bill, the District shall promptly pay EWA the amount billed. At fiscal year end, an independent financial audit will reconcile the amount paid by the DISTRICT for services provided under the authority of this MOU to the actual amount owed by the DISTRICT for services provided under the authority of this MOU. The reconciling amount shall appear, and be credited or debited to the DISTRICT, on the next regular quarterly billing following the EWA Board of Directors adoption of the independent financial audit for the fiscal year being reconciled. C. EWA Policy Resolution 2004-13 entitled, “A Resolution of the Board of Directors of the Encina Wastewater Authority Amending the Encina Wastewater Authority‘s Financial Reserve Policy” requires that any members agency for whom EWA operates a remote facility deposits with EWA $50,000. EWA already operates a remote facility for DISTRICT, and a previous deposit was made, therefore, no additional deposit is required at this time. ARTICLE IV PERMllTlNG Except as otherwise agreed upon by both parties in writing, DISTRICT shall be responsible for all costs and activities related to the issuance, amendment or renewal authority of any regulatory permit required or which may become required by the State of California, including, but not limited to, the Regional Water Quality Control Board and/or by the government of the United States of America in the operation and/or maintenance of the Facilities or any other permit required at DISTRICT’S facilities. EWA is not responsible for obtaining, renewing, or amending any permit at the Facilities. EWA shall coordinate with DISTRICT during preparation of the EWAs annual Operation and Maintenance Budget, which includes specific line item budget amounts for permits that may be required at the Facilities. EWA shall also coordinate with regulatory agencies pursuant to the terms of this MOU. ARTICLE V: ACCOUNTING AND AUDITS Full books and accounts shall be maintained for the Facilities 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 Encina Wastewater Authority, EWA’s Auditor shall contract with a certified public accountant to make an -3- 4 Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.4 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. DISTRICT reserves the right to audit all financial records and accounts. ARTICLE VI: INSURANCE A. Throughout the term of this MOU, DISTRICT shall pay for and EWA shall maintain in full force and effect insurance in connection with the Facilities 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 $1,000,000 per Occurrence for bodily injury, personal injury and property damage, and workers' compensation coverage with limits as required by California Labor Code. EWA shall obtain such property insurance, and boiler and machinery insurance as DISTRICT deems necessary to safeguard the Facilities. If DISTRICT determines it unnecessary that EWA obtain such property insurance, and boiler and machinery insurance, DISTRICT shall provide applicable proof of coverage to EWA for the facilities. Any property insurance obtained by EWA for the Facilities shall name DISTRICT as a loss payee in accordance with DISTRICT'S ownership interest. DISTRICT shall reserve the right to approve insurance obtained by EWA. B. C. General liability coverage obtained by EWA shall name all EWA member agencies and the District as additional covered parties under the California Sanitation Risk Management Association (CSRMA) memorandum of coverage. EWA will provide District evidence of insurance coverage purchased and maintained throughout the term of the MOU and noticed as per Article XI. D. DISTRICT acknowledges that EWA participates in and generally obtains coverage through the CSRMA, and that CSRMA does not offer flood or earthquake coverage. The aforesaid insurance shall in no manner limit the indemnity provisions of Article VI1 hereof. E. This insurance coverage shall be primary insurance as respects to the DISTRICT, its officials, employees and volunteers. Any insurance or self-insurance maintained by the DISTRICT, its officials, employees or volunteers shall be in excess of this insurance and shall not contribute with it; provided that DISTRICT shall be responsible for satisfaction of any deductible or self insured retention due under EWAs coverage. ARTICLE VII: LIABILITY A. Notwithstanding the provisions of Government Code Section 895.2, DISTRICT 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 Facilities, their officers, directors, 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 Memorandum, other than actual intentional or otherwise -4- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.5 willful misconduct of an EWA employee, officer or agent not covered by the insurance required in Article VI. The City of Vista, Buena Sanitation District, Leucadia Wastewater District, Vallecitos Water District, and the City of Encinitas have no ownership interest in the Facilities. B. DISTRICT also agrees to hold harmless and defend such agencies and EWA, their officers, agents, and employees with respect to claim or legal proceedings or judgment made, filed, or presented against the foregoing, by reason of DISTRICT'S or their officers', agents', or employees' negligence, intentional or otherwise willful misconduct regarding the operation and maintenance of the Facilities during the term of this MOU. ARTICLE VIII: PUBLIC INFORMATION A. Except as provided in paragraph C of this Article VIII, DISTRICT agrees that the release of public information, except records requested under the Public Records Act, in situations relating to the general operation of the Facilities, will be the sole responsibility of DISTRICT. EWA shall forward all media requests for information, except records requested under the Public Records Act, to the Executive Manager of the DISTRICT or his or her designee to respond to such inquiries. DISTRICT shall be notified of any request for public records associated with the Carlsbad Water Reclamation Facility. B. EWA and DISTRICT agree to participate in an emergency drill at least annually, scheduled by the EWA, in order to establish, test and refine emergency response plans related to Facilities. C. EWA shall periodically review and distribute specific protocols for the provision of public information during emergencies as described in Attachment 6. DISTRICT agrees to use reasonable efforts to ensure that a DISTRICT designated spokesperson is available to respond to all public inquiries on behalf of the owner of the Facilities in a timely manner should an emergency occur. EWA staff shall confer with DISTRICT designated spokespersons to implement the public information protocol. Where no spokesperson is immediately available from DISTRICT, and EWA determines that it is in the best interest of the public that factual information be released immediately in order to protect public health or safety, EWA's General Manager or hidher designee may release such information to the public as necessary. ARTICLE IX: DISCLAIMERS A. The EWA shall not be involved in setting or collecting any capacity or user fees for the Facilities. B. The EWA shall not be responsible for any errors, omissions or defects in the design or construction of the existing Facilities, but only for the exercise of ordinary care in the operation and maintenance of the Facilities. C. In the event of a sewerage overflow inside the Facilities fenceline, EWA shall 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 prepare, or cause -5- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.6 to be prepared, a written Sanitary Sewer Overflow Report in conformance with all applicable permit requirements, on behalf of DISTRICT. D. In the event of a regulatory permit violation resulting from operation or maintenance of the Facilities, EWA shall make the initial contact with the regulatory agency having jurisdiction over the Facilities as specified in the permit. EWA shall, within the required notification time, prepare or cause to be prepared, a written report on behalf of the DISTRICT. DISTRICT shall review and comment on the content of the written report prior to submittal by EWA. DISTRICT shall be responsible for developing and maintaining the Facilities' spill response plan(s), as required by any regulatory agency, and make current copies of such plans available to the EWA. EWA shall comply with such plans on behalf of DISTRICT in relation to the operation and maintenance of the Facilities. Except as set forth in this paragraph, EWA shall have no responsibility for maintaining or carrying out the spill response plans of DISTRICT. The EWA shall make a good faith effort to comply with all regulatory requirements applicable to the Facilities and imposed on DISTRICT. DISTRICT shall promptly advise the EWA if or when applicable requirements change. The EWA shall have no obligation to seek any amendment to such requirements. E. ARTICLE X: DURATION AND TERMINATION A. This MOU shall remain in effect until June 30, 201 5, and shall continue from year to year thereafter, unless either party hereto gives not less than 180 days prior written notice to the commencement of any fiscal year of its intent to terminate this MOU. B. EWA, will have the right to terminate the MOU if it determines that the Facilities to be operated are, or become inadequate, unsafe or defective and the District does not make satisfactory and timely arrangements to correct any such deficiencies, except where deficiency results in ordinary operation and maintenance of the Facility within the design capacities and capabilities. ARTICLE XI: WARRANTS AND REPRESENTATIONS A. DISTRICT warrants to EWA that to the best of DISTRICT'S knowledge that there is not at present upon the Facilities, or any portion thereof, or on any continuous or adjacent property owned by DISTRICT, 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 facilities and that there are no undisclosed covenants, easements, licenses, leases, or any other contracts, written or oral, between DISTRICT, their agents or assigns, and any other person regarding the operation or maintenance of the Facilities. B. DISTRICT warrants to EWA that the Facilities are fit, without limitation, for the purpose of producing recycled water in compliance with Title 22 of the California Code of Regulations. -6- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.7 ARTICLE XII: NOTICES A. The DISTRICT'S point of contact for issues related to the implementation of this MOU is the Deputy Director of Public Works for Operations and Maintenance. EWAs point of contact for issues related to the implementation of this MOU is the General Manager. 6. All invoices or billings subject to the terms of this MOU shall be shall be given in writing and addressed: To DISTRICT: Finance Department City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 C. A copy of all invoices or billings shall be submitted and addressed: To DISTRICT: Deputy Director of Public Works for Operations and Maintenance City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 D. All other notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed: To DISTRICT: Executive Manager Carlsbad Municipal Water District 1200 Carlsbad Village Drive Carlsbad, CA 92008 Deputy Director of Public Works for Operations and Maintenance City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 To EWA: General Manager Encina Wastewater Authority 6200 Avenida Encinas Carlsbad, CA 92009 ARTICLE XIII: DISPUTE RESOLUTION A. EWA and DISTRICT agree that the maintenance of a cooperative and mutually beneficial relationship between them is an important aspect of this MOU and therefore intend to -7- Memorandum of Understanding for Operation and Maintenance of Carisbad Municipal Water District Water Recycling Facility F&HR-04-4222.8 provide means for resolving any disputes, claims, or controversies that may arise during the course of this MOU in an efficient manner to avoid resorting to legal actions against one another, if feasible. 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 claim or action filed by a nonparty hereto, upon any dispute, claim, or controversy (“Dispute”) arising with respect to the interpretation of this Memorandum, 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 other that a Dispute exists with respect to this Memorandum, and each patty 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 both 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 either party, a request for mediation shall be filed within 30 days in the San Diego Regional Office of the American Arbitration Association (“AAA”) 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 patty 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 patties 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 shall prohibit the parties seeking remedies available to them at law. During the course of any proceeding to resolve a Dispute, the parties shall continue to perform any duties or obligations existing under the Memorandum. ARTICLE XIV: SEVERABILITY 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 -8- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.9 conditions hereof shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. ARTICLE XV: MODIFICATIONS This Memorandum 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 benef~ of the successors of the parties. This Memorandum may not be assigned by any party without the written consent of the other parties. ARTICLE XVII: GOVERNING LAW This Memorandum is to be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum to be executed as of the day and year first above written. Approved as to form: RoMld R. Ball, General Counsel Attest: , 3.- W-Os-. ENCINA WASTEWATER AUTHORITY Approved as to form: Elaine Sullivan, Chair, Board of Directors Gregory V. Moser, General Counsel -9- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.10 ATTACHMENT I Site Plans -10- I6 - __ . . . . . . . . .^ .. .. .. . .. __ 4, . . r, -: I. .. .. . . __^.. . .-.- . . ._ ;E ', 118 .J --"J I tq Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.11 ATTACHMENT 2 Carlsbad Recycled Water Pump Station -11 - Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.12 ATTACHMENT 3 SCOPE OF WORK FOR TRANSITIONAL PERIOD FOR OPERATION AND MAINTENANCE SERVICES FOR THE CARLSBAD WATER RECYCLING FACILITY 1. For the purposes of this document the Carlsbad Water Recycling Facilities (CWRF) will be defined as Attachment 1, Exhibits A and B. A. The Facilities shall be further defined as: 1. All structures, electrical systems and mechanical systems within the 2. 3. 4. 5. 6. 7. CWRF property line; The landscaped slopes and drainage ditches within the CWRF; The paved access roads throughout the CWRF; The Granular Media Filter Pump Station within the Encina Water Pollution Control Facility (EWPCF); The Microfiltration Pump Station within the EWPCF; All valves and appurtenances, and recycled water lines associated with this equipment and located within the CWRF and EWPCF. All electrical equipment associated with the Granular Media Filter and Microfiltration Pump Stations located within EWPCF (Attachment 1 Exhibit C). 2. The EWA shall be responsible for providing the following services during the Transitional Period: A. Provide assistance in field-testing, startup and commissioning of the CWRF; B. Attend operation and maintenance training sessions; C. Development and execution of contracts in connection with the operation and maintenance of the Facilities; D. Employment of agents and employees to operate, maintain, administer, and manage the Facilities; E. Employment of wastewater operators at the certified level required by Title 23 of the State Water Resources Control Board and Regional Water Quality Control Boards for Classification of Wastewater Treatment Plants and Operator Certification; F. Perform minor repair and maintenance of equipment and systems; F. Preparation of annual operating and annual capital acquisitions budgets. -12- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.13 ATTACHMENT 4 SCOPE OF WORK FOR ANNUAL OPERATION AND MAINTENANCE SERVICES FOR THE CARLSBAD WATER RECYCLING FACILITY 1. For the purposes of this document the Carlsbad Water Recycling Facilities (CWRF) will be defined as Attachment 1, Exhibits A and B. A. The Facilities shall be further defined as: 1. 2. 3. 4. 5. 6. 7. All structures, electrical systems and mechanical systems within the CWRF property line; The landscaped slopes and drainage ditches within the CWRF; The paved access roads throughout the CWRF; The Granular Media Filter Pump Station within the Encina Water Pollution Control Facility (EWPCF); The Microfiltration Pump Station within the EWPCF; All valves and appurtenances, and recycled water lines associated with this equipment and located within the CWRF and EWPCF. All electrical equipment associated with the Granular Media Filter and Microfiltration Pump Stations located within EWPCF (Attachment 1 Exhibit C). 2. The EWA shall be responsible for all tasks needed to operate and maintain the Facilities. These tasks shall be performed within the annual operating budgets and shall include: A. Operation, maintenance, and monitoring of the Facilities in accordance with (a) safe and sound operational, maintenance, engineering, and accounting practices and (b) local, state and federal laws and regulations. Operation and maintenance of the Facilities shall be coordinated with the operation and maintenance of the EWPCF, such that EWA attempts to provide DISTRICT with as cost-effective operation as possible, while maintaining the Facilities reliability; B. Development and execution of contracts in connection with the operation and maintenance of the Facilities; C. Employment of agents and employees to operate, maintain, administer, and manage the Facilities; D. Employment of wastewater operators at the certified level required by Title 23 of the State Water Resources Control Board and Regional Water Quality Control Boards for Classification of Wastewater Treatment Plants and Operator Certification; -13- i ./ 3. Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.14 D. Preparation of annual operating and annual capital acquisitions budgets; E. Provision of financial and audit services for services provided by the EWA hereunder; F. Acquisition, holding, and disposition of such equipment as may be reasonable and necessary to the operation, maintenance, administration, and management of the Facilities; G. Filing of monthly reports associated with the operation, . maintenance, environmental compliance and administration of the Facilities; H. EWA will coordinate with the DISTRICT to produce water in quantities and at times determined by the DISTRICT. However, EWA will not operate the CWRF in excess of the design (production) capacity of the CWRF as determined by the Master Reclamation Permit for the Carlsbad Municipal Water District issued by the California Regional Water Quality Control Board. I. By February of each year, the DISTRICT will provide EWA projected recycle water demands for the next fiscal year. J. EWA will assume responsibility to report any regulatory violations associated with the Master Reclamation Permit Waste Discharge Requirements and Air Pollution Control District permits. EWA will immediately report to the DISTRICT any permit violations. K. EWA will coordinate with the DISTRICT to develop standard operating procedures and emergency response procedures associated with EWAs operations of the Facilities. The EWA shall not be responsible for the operation, maintenance, repair, monitoring or upkeep of: A. The recycled water force main pipeline after it leaves the CWRF property line; B. The recycled water pump station including pumps, motors, electrical system, valves and appurtenances associated with station (Attachment 2); C. Any other structure, system or appurtenance not specifically addressed herein. -14- Memorandum of Understanding for Operation and Maintenance of Carlsbad Municipal Water District Water Recycling Facility F&HR-04-4222.15 ATTACHMENT 5 Facility Transitional Period Budget for the Fiscal Year Ending June 30,2005 -15- 1 Budget Assumptions: * Dmys of Water production . Days of Stafflnp 4 MOD 60 60 Salaries Total Account (SZOOW Eonofit. I BenefiIs Total NON PERSONNEL EXPENSES Account (0120Xa Fmls 6 Lubricant. 6120.u Unleaded Fuel 6120.u Equipmen1 LubricanIs Total Account (54lO.XX) Clmmlwls ( Chemical dose based on design enpinwn estimates ) I 5410.u 541o.xx 5410.u 5410.u 54lO.u 5410.u 5410.u 5410.u Polymer (Coapulenl Aid) LbdDay 14.8 QVhY Sodlum Hypochlorile 459 GaUDay 45 GaUDoy 2.1 93% SulfuicAud Thrahold InhibiDr ULb s isa YGal f 1.00 Wal s a.60 Yo81 J 10.45 Membrane Cleaning Chemical Ferric GaUDy Wai 45 s 0.94 Mlw. Maintenam Chemiuls (oil, cleaning solvents. sd) Pmpane 0.lS $/Gal 500 s 2.00 Total Account (60ZO.XX) p.mitm 1 FY ZOO5 S 22,078 t 22,071 I 7 680 s 7.680 5 40 S 60 t 100 S 1,332 I 2i.MO 5 1.620 S 1.320 I 267 5 3.800 S 167 S 1,000 S 37,046 6920.u SD County HarMal Fw 6920.u NPDESIWDR Pemlil 6920.u APCD Plan1 Permil Total FY 2005 Account (WXS Elaebicity I Procas Equlpnnnt (Costs based on design enginaera eslimales) Told HP HrlDay :17 5 24 f 23',?7 5435 XI 0 1451 YKw 1 7 12 Opntions Bulldln~lghtlng Total Account (SUlXa Water I *Based on 1x1 relainad walm usage Polable Wsler Purchased Matar Charga T0t.l Account (SSsO?cB Paint 6 Corrosion Pmtectlon I 5530 xx Coatino Account (59lOy)l) Equlpmant R.nt.1 I 5910.~1 Equipmen1 Rsnlal Tobl Tobl Account (641OX~ Laundry 6 UnWorms 8410.u Laundry Uniforms UnW UnnCosl Weeks 3 $6.46 9 WIO.XX M~S 6 Raphmenl Items Total Account (WsOZ@l Non-SpcMc ~apair 6 Maintonanca I 6730.m NonSpcMc R6M Tobl Account (6930Z@l Plplng 6 Elacttical Rapmln I 6930.u Piping 6 Electrical Rapaim s 1.875 S 25,552 s I s t I s 174 $ 100 8 274 s 3,000 t 3,000 5 2 ow s 2,000 T0t.l 2. i' PWENG301 AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR THE CARLSBAD WATER RECYCLING FACILITY (BLACK & VEATCH CORPORATION) This Amendment No. 3 is entered into and effective as of the day of ,2005, amending the agreement dated June 27,2002 (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the City of Carlsbad, referred to as (TMWD’’), and Black & Veatch, a Delaware Corporation, (“Contractor”) (collectively, the “Parties”) for engineering services during construction of the Carlsbad Water Recycling Facility. APRI G RECITALS A. On July 3, 2003, the Parties executed Amendment No. 1 to the Agreement to alter the scope of work and increase the fee by $82,396 to include contractor’s attendance at additional construction meetings and perform review of additional submittals and Requests for Information; and B. On May 27, 2004, the Parties executed Amendment No. 2 to the Agreement to extend the term of the Agreement for an additional one (I) year period ending on June 27, 2005; and C. The Parties desire to alter the Agreement’s scope of work to include additional engineering support required to start-up the Encina Joint Use Facility project and the delayed start-up of the Carlsbad Water Recycling Facility (CW RF), complete Operation and Maintenance Manual and to prepare record drawings for the as-built condition of the CWRF; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMW D and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit “A”. 2. CMWD will pay Contractor for all work associated with those services described in Exhibit “A on a time and materials basis not-to-exceed two hundred fifty seven thousand four hundred forty four dollars ($257,444). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMW D. 3. Contractor will complete all work described in Exhibit “A” by October 31, 2005. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. General Counsel Approved Version #07.05.01 1 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR BLACK & VEATCH, a Delaware Corporation (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the City of Carlsbad - -w .- PresidedExecutive Mana designee iger or ATTEST: / Secretary W (print namekitle) (e-mail address) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, Secretary, President, or Assistant Secretary, Vice-president CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer@) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: Deputy General coubsel General Counsel Approved Version #07.05.01 2 BLACK & VEATCH 11 401 Lamar Avenue Overland Park, Kansas 6621 1 USA ~~~ ~~~~~ Black & Veatch Corporation Tel (9131 458-2000 CERTIFICATE OF OFFICER I, S. K. Sloan, the Senior Vice President and Assistant Secretary of BLACK & VEATCH CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, United States of America, hereby cedi& that the following is a true excerpt of a certain resolution of said Board of Directors of BLACK & VEATCH CORPORATION, which resolution was duly adopted at a meeting of said Board of Directors, a quorum being present, and that said resolution has not been rescinded or modified, is in accordance with the charter and by-laws of the corporation, and is still in full force and effect. "RESOLVED, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, power of attorney, or other instrument in writing and any assignment or endorsements thereof, or guarantee of any other entity's performance under any such executed document, entered into between this corporation and any other person or company shall be valid and binding on this corporation, when signed by either the Chairman of the Board, the President or any Vice President, and, if attestation is required, by either the Secretary, Assistant Secretary, Chief Financial OEcer, Treasurer or any Assistant Treasurer of this corporation. Any such instruments may be signed by any other person or persons in such manner as from time to time shall be determined by the Board. I further certify that James H. Clark, as a Vice President and incumbent is now qualified and acting as an officer of BLACK & VEATCH CORPORATION. IN WITNESS WHEREOF, I have hereunto set my hand and attached the corporate seal of :ORPORATION 1 )ss COUNTY OF JOHNSON ) Sworn to and subscribed before this 24' day me this 24'h of February, 2003. S. K. Sloan Senior Vice President & Assistant Secretary Black &Veatch Corporation day of February, 2003. -~ Notarv Public building a world of diflerencem CALIFORNIA ALL=PURPOSE ACKNOWLEDGMENT &" personally appeared RUM A. VARGAS Commission # 151 8724 Notary Public - Calilurnia 5 10s Angeles County Mv Comm. Exoues Oct 9.2008 - I Place Notary Seal Above personally known to me 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, d the instrument. OPTlONA L Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer@) Signer's Name: 0 Individual 0 Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: I I I I I Signer's Name: 0 Individual 0 Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney in Fact 0 Trustee Guardian or Conservator 0 Other: I I Signer Is Representing: Q 2004 National Notary AssOciation 9350 De Soto Ave.. P.O. Box 2402 Chatswotth, CA 9131 3-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 EX H I B I T "A" Carlsbad Water Recycling Facility Page 1 Supplemental Construction Phase and Startup Services Scope of Work Revised March 14,2005 Draft TASK 1 - Construction Phase Services The following tasks related to the construction phase are included in the scope of work per Carlsbad's request: Services for Delayed Start-up 0 0 0 Assist City with development of plan for delayed start-up; Assist and advise City with identifying negotiation points/issues with equipment suppliers and subconsultants regarding delayed start-up; and Assist and advise City and CM with efforts to identify requirements necessary for long term storage of equipment. Additional Services for Microfiltration System. Review of additional US Filter/Memcor MF Submittals; Participate in conference calls with the City and MF supplier; and Assist City in resolution of contractual issues regarding MF supplier. Operation and Maintenance (O&M) Manual Review Review remaining equipment O&M manual submittals provided by the equipment suppliers. Review a total of five submittals (draft and final versions). Final O&M Manual The following items were included in the original scope of work per request of the City of Carlsbad: 0 0 Prepare Draft O&M Manuals; and Receive comments on DRAFT O&M manual from the City and the Encina Wastewater Authority (EWA), incorporate comments, and finalize the document. Submit five hard copies to the City. The following specific requirements from Order No. 2001-352 will be added to a new chapter in the O&M manual: 0 0 0 Alarm set points for secondary turbidity, tertiary turbidity and chlorine residual Levels at which flows will be diverted for secondary turbidity, tertiary turbidity and chlorine residual Procedures to divert flow for high daily and weekly median total coliform Carlsbad WRF Start-up Services-03-14-05 (2).doc Revised 3/15/2005 Page 2 0 0 0 Procedures for notifying State DHS, County DEH, and Regional Board about diversion List of names and numbers of those authorities to be notified in case of a diversion Procedures and frequency of calibration for turbidimeter and chlorine residual analyzers A new chapter (or supplement) describing the start-up and commissioning (SU&C) plan for the facility will be added to the O&M Manual, including the following topics: 0 Description of the SU&C team members (Encina O&M staff, City Engineer, Hinz Automation Engineer, On-Call Contractor, and B&V personnel) and their responsibilities Step by step SU&C plan for preliminary field testing and wet testing of each major component (i.e., unit process), which takes into account start- up performance and equipment modifications Preliminary schedule for start-up and commissioning Monitoring plan for each component to measure performance Preparation of specific operations and process control log sheets 0 e 0 e In addition, vendor-supplied O&M manuals and vendor documents will be compiled and incorporated into separate appendix volumes of the Final O&M Manual. 1.5 Construction Record Drawings. The following services will be provided: Prepare one set of mylar drawings that includes all recorded project modifications as noted in Black & Veatch construction records and General Contractor records; and Submit mylar copies of only the sheets that require modification from the original conformed-to-addenda set. (Title block notation and revision dates will be added by the City on sheets that will not require edits. Edits will be electronically drafted and will not be clouded.) 0 TASK 2 - Training and Start-up The following tasks for training and start-up of the plant will be perfonned: 2.1 Training Program Development Develop a training program for the facilities presented in the O&M Manual. Classroom preparation will require 5 days. 2.2 Orientation Site Visit Visit the site to prepare for the training and start-up. The orientation visit will be conducted during a 3-day trip. Carlsbad WRF Start-up Services-03-14-05 (2).doc Revised 3/15/2005 Page 3 Staff training Sessions Conduct one 5-day training program for plant supervisors, operators, and maintenance personnel. The session will include classroom sessions, supplemented by onsite “hands-on” training for individuals and groups. The training session will be conducted during the day shift. It is assumed that EWA will adjust work schedules in order give all operations staff assigned to the Carlsbad WRF the opportunity to participate in the training. Equipment Vendor Coordination Monitor the vendor operator training activities and complete or supplement the vendor training if determined to be inadequate. Start-up Consultation with Owner Consult with the Owner on start-up operation, and prepare final start-up and commissioning plan and schedule. It is anticipated that startup planning will be conducted for 3 days. Start-up Training Provide 4 days of start-up services. The Engineer will provide an Operations Specialist to direct the start-up activity. During this period, operating procedures for individual unit processes and for overall operation will be established. Start-up Trip Report A start-up trip report will be prepared and delivered to the owner TASK 3 - Additional Start-up Services The following tasks are identified as additional start-up and commissioning services to be performed: 3.1 CT Test The actual CT performance of the chlorine contact tank will be verified by the performance of a Tracer Study, in accordance with Order No. 2001-352. The test and coordination with DHS will be performed by a subconsultant (WatedWastewater Design Associates) in accordance with the attached proposal letter dated March 1 1 , 2005. Black & Veatch will manage the activities of the subconsultant and attend the initial and follow-up meetings with DHS. The scope includes the following: 0 Develop tracer test protocol 0 Meet with DHS to discuss requirements for tracer test protocol Coordinate with State DHS on the review and approval of the tracer test protocol Prepare for tracer test including the mobilization of chemicals, sampling, and monitoring equipment, and related logistics Carlsbad WRF Start-up Services-03-14-05 @).doc Revised 3/15/2005 Page 4 0 Provide on-site tracer study test Prepare a supplement for the Title 22 Report containing text (briefly describing purpose, scope, regulatory requirements, test procedures, results, and conclusions), the approved written tracer test protocol, graph and equation relating modal time “T” versus flow in the chlorine contact basin, and supporting data. If required, conduct follow-up meetings with the State DHS to resolve any Tracer test questions. Per DHS and AWWAFW guidelines, tracer studies will be conducted at a minimum of 4 different flow rates for each configuration to define the modal time “T” as a function of flow, as follows: 25%, 50%, 75% and 100% of maximum flow. The scope of work does not include any effort to develop a functional description for continuous CT monitoring by programmable logic. It is assumed that the test flow will remain constant for periods ranging from 4 to 10 hours per test, depending on the flow rate. It is assumed that any additional labor and expenses incurred due interrupting and re-starting a test will be charged on a time and materials basis. Also, it is assumed that that work can be scheduled so that the first test and all related lab work are completed first to validate the protocol before the second, third, and fourth tests are conducted. The cost includes expenses for sample bottles, miscellaneous equipment and materials to accomplish the testing, and laboratory analyses. The cost of the on- site DHS representative during the CT tests will be paid by others. Preliminary Field Testing The preliminary field testing is the execution of the first half of the Start-up Plan, which will be developed under Task 1.4. Completing the preliminary field testing requirements, prior to the arrival of the manufacture representatives, includes the following issues: 0 0 0 0 0 0 0 Compile vendor list and training requirements Contact vendors to schedule equipment checkout and training. Coordinate SU&C team composed of Encina O&M and B&V personnel. Conduct line flushing and leak testing Prepare equipment testing, measuring, and calibration check list Conduct functional acceptance testing of the facility Coordinate equipment vendors, Hinz Control System Engineer, On-Call General Contractor During Preliminary Field Testing and Wet Testing (See Task 3.3), we understand the City will contract separately with other parties for additional services, as follows: a) Equipment vendors or manufacturers to ensure manufacturer’s representatives are present during the installation inspections, start-up testing, and training site visits. Carlsbad WRF Start-up Services-03-1 4-05 (2).doc Revised 311 5/2005 Page 5 b) Hinz Automation to provide an I&C engineer to perform testing and modifications of the instrumentation, control system hardware, and system programming for start-up and commissioning of the Plant Control System. c) An On-Call General Contractor to perform troubleshooting, make minor adjustments or repairs of equipment and, if required, to perform equipment removal and installation, mechanical modifications, and electrical modifications during the Preliminary Field Testing. Black & Veatch will have responsibility for coordinating and managing the activities of the above entities during Preliminary Field Testing and Wet Testing in order to bring the facility into full operation. It is assumed that major repairs of equipment items would be made by the vendors in a timely fashion under the terms of existing warranties or under separate contracts for equipment check-out and training executed between the City and individual equipment vendors. ' 3.3 Equipment Wet Testing The equipment wet testing is the execution of the second half of the Start-up Plan, which will be developed under Task 1.4, and includes the facility SU&C team and the various manufactures' representatives, On-Call Contractor, and Hinz Automation. Black & Veatch will provide start-up coordination with the Secondary Effluent Pump Station and Recycled Water Pump Station / Equalization Basin for the Equipment Wet Test of the following systems: o EWPCF Effluent Pump Station, o Recycle Water Storage Basin o Influent Storage Basin o Recycled Water Pump Station o Microfiltration o Reverse Osmosis o Granular Media Filters o Chlorine Contact Basin o Thickener o Nine Chemical Feed Systems The equipment specific "Manufacturer's Certificate of Proper Installation" and "Manufacturer's Certificate of Proper Operation" forms should be completed by the manufacturer's representative during the scheduled installation inspection, startup and training site visits. 3.4 Miscellaneous Operational Assistance This task consists of the following items: 0 0 0 Consultation on process issues 'On call' post-commissioning operational assistance for up to 40 hours Review and evaluation of operating data Carlsbad WRF Start-up Services-03-14-05 (2).doc Revised 311 5/2005 0 r- rc ? 69 C C C 0 rr d cvcv a3 7- (Dc rc a3 a3 ?Z 5 .- > March 11,2005 Mr. Jon Hay Black and Veatch 6 Venture, Suite 3 15 Irvine, CA 92008 RE: Proposal for Conducting Tracer Tests at the Carlsbad Water Recycling Facility Dear Mr. Hay: The proposed scope, and projected hours and fee for the different CT Testing activities are summarized below complete with a summary of expenses for materials and equipment needed for the tests. 3.2 CT Test The CT performance of the chlorine contact tank will be verified by the performance of a tracer study, in accordance with Order No. 2001-352. The test and coordination with DHS will be performed by WAWDA in accordance with this proposal letter dated March 1 1,2005. It is understood that Black and Veatch will manage the activities of the subconsultant and attend the initial and follow-up meetings with DHS. The Scope includes the following: Develop Draft Tracer Test Protocol Coordinate with State DHS on the review and approval of the tracer test protocol. Meet with DHS to review the Draft Protocol, receive comments, and review test schedule. Prepare for the tracer tests includeing planning, mobilization of supplies and equipment, and related logistics. Provide on-site tracer study test. Prepare a supplement for the Title 22 Report containing a summary of the results of the testing ( purpose, scope, regulatory requirements, test procedures, results, and conclusions.), the approved written tracer test protocol, graph, and equation relating modal time “T” versus flow for the operating range of the facility, and supporting data. If required, conduct follow-up meetings with DHS to resolve any tracer test questions. Per DHS and AWWARF Guidelines, tracer tests will be conducted at a minimum of 4 different flow rates for each configuration to define the modal time “T” as a function of flow, as follows: 25%, 50%, 75%, and 100% of maximum flow. The Scope of Work does not include any effort to develop a functional description for continuous CT monitoring by programmable logic. Activity It is assumed that the test flow will remain constant for periods ranging from 4 to 14 hours per test depending on the test flow rate. It is assumed that any additional labor and expenses incurred due to interrupting and re-starting a test can be charged on a time and materials basis. Also, it is assumed that the work can be scheduled so that the first test and all related sample analysis work is completed first to validate the protocol before the second, third, and fourth tests are conducted. Labor Hours and Cost Expenses The cost includes expenses for sample bottles, miscellaneous equipment, and materials to accomplish the testing and laboratory analyses. Site orientation and background conc sampling Preliminary DHS Meeting and Preparation Planning, prelim calcs, equipment purchase, and setup Protocol Preparation for DHS Flow Testing - 4 flow tests total Sample Analysis hours Data Reduction and Report Development Follow-up Meeting with DHS TOTALS TOTAL LABOR &EXPENSES * 4 hours at $95/hr = $380 4 hours at $95/hr = $380 12 hours at $95/hr = $1,140 32 hours at $95/hour = $3,040 42 hours at $95/hour = $3990 Tracer, sample pump, bottles, misc equipment, d.i. water - $1,000 Analyzer, calibration standards, electrodes: $3,000 48 hours at $95/hour = $4,560 20 hours at $95/hour = $1,900 4 hours at $95/hr = $380 $15,770 $4,000 $19,770 Please call if you have questions or comments. Very truly yours, Tim Cooper Design Associate