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Home My WebLink About276-24 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 276-24 File Number: 2024-634 INFRAMARK, LLC. (SERVICE AGREEMENT): A RESOLUTION TO AWARD RFQ #24-05 AND AUTHORIZE A FIVE YEAR CONTRACT WITH INFRAMARK, LLC. FOR WASTEWATER TREATMENT OPERATIONS, MAINTENANCE, AND MANAGEMENT SERVICES THROUGH DECEMBER 31, 2029, AND TO APPROVE PAYMENT IN THE AMOUNT OF $8,450,000.00 FOR SERVICES PROVIDED IN 2025 WHEREAS, 2024 is the final year of the contract with the City's current wastewater treatment operator and the City issued a request for qualifications for wastewater treatment operations, maintenance, and managements services beginning in 2025; and WHEREAS, the City received responses from three potential management entities and the Selection Committee unanimously selected Inframark; and WHEREAS, the scope of services provided by Inframark will include: (1) operate and maintain the Noland and West Side wastewater treatment facilities; (2) operate and maintain approximately 38 wastewater lift stations; (3) administer the City's NPDES discharge, air, stormwater, and other permits; (4) manage the City's biosolids disposal program; (5) manage the City's industrial pretreatment program; (6) support the SCADA (supervisory control and data acquisition system) network that monitor water and wastewater facilities; and (7) pursue operation economies, efficiencies, and permit compliance; and WHEREAS, the contract provides for a five year term at a cost of $8,450,000.00 in 2025 with annual amendments to be approved by the City Council for the cost and scope of services, and further provides an option to extend the contract up to two additional five year terms. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby awards RFQ #24-05 and authorizes Mayor Jordan to sign a five year contract with Inframark, LLC for wastewater treatment operations, maintenance and management services through December 31, 2029, and further approves payment in the amount of $8,450,000.00 for services provided in 2025. PASSED and APPROVED on November 7, 2024 Page 1 Resolution: 276-24 File Number: 2024-634 Page 2 e ttPct- Office of the City Clerk Treasurer Kara Paxton — City Clerk Treasurer Jackson Shelton — Senior Deputy City Clerk OF 4AYETTF 1 i 0 µM .. 4 RKAN SPS 113 W. Mountain Street, Suite 308 Fayetteville, Arkansas 72701 Phone: 479.575.8323 cityclerk@fayetteville-ar.gov Departmental Correspondence To: Lioneld Jordan, Mayor From: Kara Paxton, City Clerk Treasurer'��G CC: City Attorney Kit Williams, Senior Assistant Blake Pennington, Chief of Staff Susan Norton & Chief Financial Officer Paul Becker Date: November 8, 2024 RE: City Clerk Treasurer Kara Paxton — Out of Office due to Medical Procedure Mayor Lioneld Jordan, Due to a medical procedure, I will be unavailable to sign documents or attend meetings starting November 11th, 2024. 1 plan to be back in the office as of November 25th, 2024. Senior Deputy City Clerk Treasurer Jackson Shelton or Deputy City Clerk — Codifier Courtney Spohn will notify you should these dates change. The recommended recovery time for my medical procedure (Spinal Cord Stimulator Implant) ranges from 4 to 8 weeks. The surgeon stated that I must be off work for at least one week. The surgeon also encouraged me to utilize telework options in the weeks following the initial surgery week. He also stated that should I need to physically come to work, I need to park as close to the building as possible, no lifting/carrying heavy or large objects, and no sudden twisting or turning. In my absence, I authorize Senior Deputy City Clerk Treasurer Jackson Shelton to attest your (Mayor Lioneld Jordan) signature. Should an issue arise that Mr. Shelton is not available to sign within a 24- hour timeframe, I authorize Deputy City Clerk — Codifier Courtney Spohn to sign in our absence. As the official custodian of the City's seal, I authorize Mr. Shelton and Ms. Spohn to use the seal for official purposes only. Please direct city staff to route all Alcohol Permits to Mr. Shelton for review and electronic signature. Please notify the Accounting Department that check requests will be reviewed and signed by Ms. Spohn before being emailed to the Accounting Department. Ms. Spohn will also be responsible for approving purchase requests submitted November 11th — November 15th, 2024. Mr. Shelton and Ms. Spohn will go above and beyond to ensure that our office continues to support all our internal and external customers while I am out of office. Over the last 3 years Ms. Spohn has continuously demonstrated her professionalism and advanced skillset in her positions. Mr. Shelton has been with our office for almost 2 years now and has consistently impressed me by going above and beyond in his work duties. I am confident that Mr. Shelton and Ms. Spohn will successfully manage the office while I am out. M/10 CITY OF FAYETTEVILLE ARKANSAS MEETING OF NOVEMBER 7, 2024 TO: Mayor Jordan and City Council CITY COUNCIL MEMO 2024-634 THRU: Susan Norton, Chief of Staff FROM: Tim Nyander, Utilities Director SUBJECT: RFQ 24-05 Inframark, LLC - 2025 Operations, Maintenance, and Management Services Agreement RECOMMENDATION: Staff recommends the approval of an Operations, Maintenance, and Management Services Agreement between the City of Fayetteville, Arkansas and Inframark, LLC in the amount of $8,450,000.00 for services in 2025, pursuant to RFQ 24-05. BACKGROUND: When the original Noland Wastewater Treatment Plant (WWTP) upgrade was completed in 1987, the City contracted with OMI (now CH2M Hill/Jacobs) for wastewater treatment services. In December 2009, the Fayetteville City Council passed Resolution No. 265-09 which approved a proposed five-year contract subject to and contingent upon yearly budget approval by the City of Fayetteville, with two successive five-year options to renew. 2024 is the final year of the entire contract period, and it is time to formally select a contractor for the next 5 years. DISCUSSION: In the first quarter of 2024, a Request for Qualifications (No. RFQ-05) was advertised by the City of Fayetteville. This solicitation produced three potential management entities, Inframark, Inc., Jacobs Engineering Group Inc, and Veolia Water North America. A Selection Committee was formed, and presentations and Interviews were conducted on May 30, 2024. The Selection Committee unanimously selected Inframark as the City's wastewater treatment contractor, beginning on January 1, 2025. The scope of services provided by Inframark will include: (1) operate and maintain the Noland and West Side wastewater treatment facilities; (2) operate and maintain approximately 38 wastewater lift stations; (3) administer the City's NPDES discharge, air, stormwater, and other permits; (4) manage the City's biosolids disposal program; (5) manage the City's industrial pretreatment program; (6) support the SCADA (supervisory control and data acquisition system) network that monitor water and wastewater facilities; and (7) pursue operation economies, efficiencies, and permit compliance. This Agreement shall commence on January 1, 2025 ("Commencement Date") and shall remain in full force and effect for 5 years from the Commencement Date ("Initial Term") unless terminated earlier under Section 5 below. The Initial Term will be followed by the first five (5) year renewal option term from January 1, 2030 to December 31, 2034 unless either party provides written notice of its intent to not exercise this renewal option term at least one hundred eighty (180) days prior to the expiration of the Initial Term. The first five (5) year renewal option term will be followed by the second five (5) year option which commences on January 1, 2035 Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 and ends on December 31, 2039, unless either party provides written notice of its intent to not exercise this second renewal option term at least one hundred eighty (180) days prior to the expiration of the first five (5) year renewal option term. Annual amendments for scope, budget and appendices shall be agreed upon by all parties for each calendar year and shall be effective on the first day of the calendar year. Any amendments shall be subject to and contingent upon annual budget approval by the City of Fayetteville. Approval of this Amendment is Contingent on the City Council's approval of the 2025 City Budget. BUDGET/STAFF IMPACT: Funds are available in the overall Utilities budget. ATTACHMENTS: SRF (#3), Agreement (#4) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas Y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2024-634 RFQ 24-05 Inframark, LLC - 2025 Operations, Maintenance, and Management Services Agreement A RESOLUTION TO AWARD RFQ #24-05 AND AUTHORIZE A FIVE YEAR CONTRACT WITH INFRAMARK, LLC. FOR WASTEWATER TREATMENT OPERATIONS, MAINTENANCE, AND MANAGEMENT SERVICES THROUGH DECEMBER 31, 2029, AND TO APPROVE PAYMENT IN THE AMOUNT OF $8,450,000.00 FOR SERVICES PROVIDED IN 2025 WHEREAS, 2024 is the final year of the contract with the City's current wastewater treatment operator and the City issued a request for qualifications for wastewater treatment operations, maintenance, and managements services beginning in 2025; and WHEREAS, the City received responses from three potential management entities and the Selection Committee unanimously selected Inframark; and WHEREAS, the scope of services provided by Inframark will include: (1) operate and maintain the Noland and West Side wastewater treatment facilities; (2) operate and maintain approximately 38 wastewater lift stations; (3) administer the City's NPDES discharge, air, stormwater, and other permits; (4) manage the City's biosolids disposal program; (5) manage the City's industrial pretreatment program; (6) support the SCADA (supervisory control and data acquisition system) network that monitor water and wastewater facilities; and (7) pursue operation economies, efficiencies, and permit compliance; and WHEREAS, the contract provides for a five year term at a cost of $8,450,000.00 in 2025 with annual amendments to be approved by the City Council for the cost and scope of services, and further provides an option to extend the contract up to two additional five year terms. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby awards RFQ #24-05 and authorizes Mayor Jordan to sign a five year contract with Inframark, LLC for wastewater treatment operations, maintenance and management services through December 31, 2029, and further approves payment in the amount of $8,450,000.00 for services provided in 2025. Page 1 Tim Nyander Submitted By City of Fayetteville Staff Review Form 2024-634 Item ID 11/7/2024 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 10/9/2024 WASTEWATER TREATMENT (730) Submitted Date Division / Department Action Recommendation: Staff recommends the approval of an Operations, Maintenance, and Management Services Agreement between the City of Fayetteville, Arkansas and Inframark, LLC in the amount of $8,450,000.00 for services in 2025, pursuant to RFQ 24-05. Budget Impact: 5400.730.XXXX-5328.00 Water and Sewer Account Number Fund N/A N/A Project Number Budgeted Item? Yes Does item have a direct cost? Yes Is a Budget Adjustment attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: RFQ 24-05 Total Amended Budget Expenses (Actual+Encum) Available Budget Item Cost Budget Adjustment Remaining Budget Project Title $ 8,476,469.00 8,476,469.00 $ 8,450,000.00 26,469.00 Previous Ordinance or Resolution # Approval Date: V20221130 AGREEMENT For OPERATIONS. MAINTENANCE, AND MANAGEMENT SERVICES Between CITY OF FAYETTEVILLE, ARKANSAS And 1NFRAMARK, LLC. THIS AGREEMENT (hereinafter "the Agreement") and associated appendices are made this 11/7 day of 2024, between: 1) CITY OF FAYETTEVILLE, ARKANSAS, acting by and through its Mayor, with its principal place of business at 113 West Mountain Street, Fayetteville, AR 72701 (hereinafter "City of Fayetteville"); and 2) INFRAMARK, LLC, a Texas limited liability company with its principal place of business at 2002 West Grand Parkway North, Suite 100, Katy, Texas 77449 (hereinafter "Inframark"). The City of Fayetteville requires professional operation, maintenance, and management for wastewater treatment facilities and systems owned by the City of Fayetteville. Therefore, City of Fayetteville and Inframark mutually agree that Inframark shall serve as such. The City of Fayetteville and Inframark agree the following Appendices are hereby included with this Agreement: • Appendix A - List of Appendices • Appendix B - Definitions • Appendix C - Scope of Services • Appendix D - Compensation for Services • Appendix E - Location of Project • Appendix F - Environmental Permits and Project Characteristics • Appendix G- Industrial Waste Discharges and Monitoring Program • Appendix H- Vehicle and Mobile Equipment Description (Rolling Stock) • Appendix I - Base Fee Adjustment SECTION Ile AUTHORIZATION OF SERVICES 1.1 Definitions of words or phrases used in this Agreement are contained in Appendix B. 1.2 All grounds, facilities, equipment, and vehicles now owned by City of Fayetteville or acquired by City of Fayetteville shall remain the property of City of Fayetteville. Page 1 of 10 1.3 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arkansas and venue shall be in Washington County, Arkansas. 1.4 This Agreement shall be binding upon the successors and assigns of each of the parties. 1.5 All notices shall be in writing and transmitted by certified mail to: City of Fayetteville Inframark, LLC 113 West Mountain Street 2002 West Grand Parkway North, Suite 100 Fayetteville, AR 72701 Katy, Texas 77449 Attn: Utilities Director Attn: Legal Department 1.6 Changes, modifications, or amendments in scope, price or fees to this Contract shall not be allowed without a formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost, fees, or delivery schedule. 1.7 This Agreement, including Appendices, is the entire Agreement of the parties. This Agreement may be modified only by written agreement signed by both parties. Wherever used, the terms "Infiarnark" and "City of Fayetteville" shall include the respective officers, agents, directors, elected or appointed officials, and employees. 1.8 The Utilities Director or his/her designee is the City of Fayetteville's project representative with respect to the services performed under this Agreement. He/she shall have complete authority to transmit instructions, receive information, interpret and define City of Fayetteville policies and decisions with respect to materials, equipment, elements, and systems to be used at the Project, and other matters pertinent to the services covered by this Agreement. All sub -consultants and sub- contractors shall adhere to conditions listed in this Agreement. SECTION 2: SCOPE OF SERVICES — INFRAMARK 2.1 Perform professional services in connection with the Project as hereinafter stated. 2.2 Operate and maintain all facilities over a 24-hour per day, 7-day per week period, under full service contract operations and maintenance. Operations may be performed with on -site staff and/or remote monitoring/on-call services for all or portions of this time, provided, however, lnframark shall have staff available to be on -site as is necessary within thirty (30) minutes. 2.3 The detailed Scope of Services provided to be furnished by Inframark is included in Appendix C attached hereto and made part of this Agreement. SECTION 3: SCOPE OF SERVICES — CITY OF FAYETTEVILLE 3.1 Provide full inforiwiuun as to the City of Fayetteville's requirements for the Project in writing. 3.2 The detailed Scope of Services to be furnished by the City of Fayetteville is included in Appendix C attached hereto and made part of this Agreement. Page 2 of 10 SECTION 4: ACCOUNTING REPORTING & COMPENSATION 4.1 The City acknowledges that Inframark is utilizing an accrual basis method of accounting and reporting. 4.2 The detailed Compensation for Services to be furnished by City of Fayetteville during the Project is included in Appendix D attached hereto and made part of this Agreement. 4.3 Inframark and City of Fayetteville agree that Inframark will provide a monthly report containing the following: 4.3.1 Plant operations 4.3.2 Elkins BOD loadings 4.3.3 Rcbatcable account expenses 4.3.4 Any other information requested by the City [I)SWIM0 I M 11593 KILIM► 1R 5.1 Invoices shall be submitted in accordance with Appendix D. 5.2 All other compensation to Inframark is due upon receipt of Inframark's invoice and payable within thirty (30) calendar days, however, payment within 30 calendar days is not guaranteed. UIN111111 leiU D1,31113: -.3 1 F 0 Irmel 11 N 6.1 During the course of performance of these services, each party will maintain insurance coverages as follows: 6.1.1 Inframark shall maintain: 6.1.1.1 Statutory workers' compensation for all Infranuirk's employees at the Project as required by the State of Arkansas. 6.1.1.2 Comprehensive general liability insurance in an amount not less than $5,000,000.00 combined single limits for bodily injury and/or property damage; Inframark may meet this amount through a combination of general liability and excess policies. 6.1.1.3 Business Automobile Insurance providing One Million Dollars ($1,000,000) combined single limits covering claims for injuries to members of the public and/or damages to property of others arising from the use of Inframark owned or leased motor vehicles, including unite and offshe operations. 6.1.1.4 Professional Liability Insurance in the amount of One Million Dollars ($1,000,000) in the aggregate. 0.1.1.5 Cybersecurity Insurance in the amount of One Million Dollars ($1,000,000) per occurrence. 6.1.2 City of Fayetteville shall maintain: 6.1.2.1 Property damage insurance for all property including vehicles and equipment owned by City of Fayetteville and operated by Inframark under this Agreement. Page 3 of 10 6.1.2.2 Automobile liability insurance for all vehicles and equipment owned by City of Fayetteville and operated by Inframark under this Agreement. The City of Fayetteville is covered by a plan with the Arkansas Municipal League. 6.2 Inframark shall indemnify City of Fayetteville for liability from third party claims for damages, injury, or loss which may arise from Inframark's negligent operations or intentional acts under this Agreement, to the proportion of such negligence or intentional act attributed to the damages, injury, or loss, whether such negligent operation or intention act by Inframark or by a subcontractor of Inframark. 6.3 Inframark shall be liable for those fines and civil penalties, which may be imposed by a regulatory agency for violations of the effluent quality requirements specified in the City of Fayetteville's NPDES discharge permits, that are a result of Inframark's negligent operation. City of Fayetteville will assist Inframark to contest any such fines in administrative proceedings and/or in court prior to any payment by Inframark. Inframark shall pay the costs of contesting any such fines. The parties acknowledge that a Change in Law may affect compliance with Inframark's obligations hereunder or impose more stringent requirements relating to equipment or processes than those established at the time of executing this Agreement. In the event that a Change in Law occurs, Inframark shall not be responsible for compliance therewith or for any fines, penalties, or other damage of whatever kind as long as the effluent is in compliance with previous permit standards. Inframark shall provide the City of Fayetteville with notice of any such Change in Law as soon as reasonably possible after learning on the Change in Law and its effect on compliance with Inframark's obligations hereunder or more stringent requirements relating to equipment or processes. 6.4 The City of Fayetteville agrees that Inframark is not responsible for any claims, losses, damages, liabilities, or costs arising out of or caused by City of Fayetteville's negligent or intentional acts, which resulted in the presence, discharge, release or escape of hazardous substances(s) that damaged third parties. 6.5 Nothing contained herein shall constitute a waiver of any statutory, legal or equitable defenses the City of Fayetteville may have as a municipality, including but not limited to tort immunity under State statue. 6.6 City of Fayetteville and Intramark waive all rights against each other and their officers, directors, agents, or employees for damages covered by property insurance during and after the completion of Inframark's services. If the services result in a construction phase, a provision similar to this shall be incorporated into all construction contracts entered into by the City of Fayetteville, and all construction contractors shall be required to provide waivers of subrogation in favor of the City of Fayetteville and Inframark for darnage or liability covered by any of Inframark's construction insurance policy. 6.7 In no event shall either party be liable to the other party for punitive, special, indirect or consequential damages, whether such liability arises in breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action. 6.8 In the event that claims(s) raised by City of Fayetteville against Inframark on account of this Agreement, or on account of the Services performed hereunder including claims by City of Fayetteville for indemnification hereunder, is/are covered under Inframark's insurance policies required of Inframark hereunder, Inframark shall not be responsible to City of Fayetteville for any loss, damage or liability beyond the amounts contractually required hereunder and actually paid pursuant to the limits and conditions of such insurance policies. With respect to any causes of action and/or claims raised against Inframark by City of Fayetteville that are not covered by the insurance Page 4 of 10 policies required hereunder, including claims by City of Fayetteville for indemnification, Inframark's liability to City of Fayetteville shall not exceed an aggregate amount equal to twice the Base Fee paid to Inframark by City of Fayetteville in the year in which such cause of action and/or claim is raised 6.9 Inframark shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the City of Fayetteville or any third party as a result of a data security breach or other cyber security breach to the Facilities or the Client's computer systems, operating systems, and all other technological or information systems related to the Facilities and Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of Inframark's willful or negligent acts or omissions. SECTION 7: TERM AND TERMINATION 7.1 This Agreement shall commence on January 1, 2025 ("Commencement Date") and shall remain in full force and effect for 5 years from the Commencement Date ("Initial Term") unless terminated earlier under Section 5 below. The Initial Term will be followed by the first five (5) year renewal option term from January 1, 2030 to December 31, 2034 unless either party provides written notice of its intent to not exercise this renewal option term at least one hundred eighty (180) days prior to the expiration of the Initial Term. The first five (5) year renewal option term will be followed by the second five (5) year option which commences on January 1, 2035 and ends on December 31, 2039, unless either party provides written notice of its intent to not exercise this second renewal option term at least one hundred eighty (180) days prior to the expiration of the first five (5) year renewal option term. Annual amendments for scope, budget and appendices shall be agreed upon by all parties for each calendar year and shall be effective on the first day of the calendar year. Any amendments shall be subject to and contingent upon annual budget approval by the City of Fayetteville. 7.2 Either party may tenninatc this Agreement for it material breach of the Agreement by the other party alter giving written notice ofbreach and allowing the other party thirty (30) calendar days to correct the breach. Neither party shall terninate this Agreement without giving the other party thirty (30) calendar days written notice of intent to terminate after failure of the other party to correct the breach within thirty (30) calendar days. 7.3 Inframark will exercise reasonable skill. care, and diligence in the performance of lnfratmark's services and will carry out its responsibilities in accordance with customarily accepted operating practices. City of Fayetteville will promptly report to Inframark any defects or suspected defects in Inframark's services of which City of Fayetteville becomes aware, so that Inframark can take measures to minimize the consequences of such a defect. 7.4 Upon notice of termination by City of Fayetteville, Inframark ,hall assist City of Fayetteville in resuming operation of the Project. The City of Fayetteville reserves the right to unilaterally extend the contract of the same terns and conditions, for a period not to exceed six (6) months from the date of termination. The term of this period shall be detennined within the termination notice. Intramark will cooperate in good faith to effectuate a smooth and harmonious transition from Intramark to the City of Fayetteville or any successor contractor. If additional cost is incurred by Inframark at request of City of Fayetteville, City of Fayetteville shall pay Infianrark such cost in accordance with Paragraph 5.2. SECTION 8: SPECIAL CONDITIONS 8.1 Audit: Access to Records Page 5 of 10 8.1.1 Inframark shall maintain books, records, documents and other evidence directly pertinent to performance on work under this Agreement in accordance with generally accepted accounting principles and practices. Inframark shall also maintain the financial infomtation and data used by Inframark in the preparation of support of the price submission required for any negotiated agreement or change order and send to City of Fayetteville a copy of the price summary submitted. Inframark will provide information within 30 calendar days of the City's request. City of Fayetteville, the State or any of their authorized representatives shall have access to all such books, records, documents and other evidence for the purpose of inspection, audit and copying during normal business hours. Inframark will provide proper facilities for such access and inspection. 8.1.2 Records under Paragraph 8. I. 1 above, shall be maintained and made available for a period of five (5) calendar years or as otherwise required under Ark. Code Ann. § 14-59-1 l4 and Ark. Code Ann. Q 14- 237- t 12). In addition, those records which relate to any dispute between the parties related to the Project or any other claim or cause of action related to this Agreement or perl'ormance hereunder, or to costs or items to which an audit exception has been taken, shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim or exception. 8.1.3 All records and supporting documentation kept by lnframark with respect to this Agreement (including without limitation all agreements, contracts, subcontracts, invoices, materials, etc.) shall be kept according to generally recognized accounting principles and made available for examination, audit or inspection purposes at any time upon request. Ini'ramark will submit or assist with submission of any annual or other reports that may be required by any applicable law, rule, regulation, code, or ordinance of the City and any other county. state, or federal agency or entity associated with or otherwise implicated by this Agreement. if any litigation, claim, negotiation. audit monitoring, inspection, or other action has been started before the expiration of the foregoing required record retention period, Inframark shall retain the records require hereunder until completion of the action and resolution of all issues which arise from it, or the end of the required period, whichever is later. 8.2 Covenant Against Contingent Fees 8.2.1 Inframark warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Inframark for the purpose of securing business. For breach or violation of this warranty, City of Fayetteville shall have the right to annul this Agreement without liability or at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 8.3 Gratuities 8.3.1 If City of Fayetteville finds after a notice and hearing that Inframark or any of Inframark's agents or representatives, offered or gave gratuities (in the form of entertainment, gifts, or otherwise) to any official, employee, or agent of City of Fayetteville, in an attempt to secure an agreement or favorable treatment in awarding, amending or making any determinations related to the performance of this Agreement, City of Fayetteville may, by written notice to lnframark terminate this Agreement. City of Fayetteville may also pursue other rights and remedies that the law or this Agreement provides However, the existence of the facts on which City of Fayetteville bases such finding shall be in issue and may be reviewed in proceedings under the Remedies clause of this Agreement. 8.3.2 In the event this Agreement is terminated as provided in Paragraph 8.3.1. City of Fayetteville may pursue the same remedies against Inframark as it could pursue in the event of a breach of the Page 6 of 10 Agreement by Inframark, in addition to any other damages to which it may be entitled by law. 8.4 Entire Agreement 8.4.1 This agreement, including Appendices listed in Appendix A, represent the entire Agreement between Inframark and City of Fayetteville relative to Scope of Services hacin. Since terms contained in purchase orders do not generally apply to professional services, in the event City of Fayetteville issues to Inframark a purchase order, no preprinted terms thereon shall become a part of this Agreement. Said purchase order document, whether or not signed by Inframark, shall be considered as a document for the City of Fayetteville's internal management of its operations. 8.5 Arkansas Freedom of Information Act 8.5.1 City of Fayetteville contracts and documents, including internal documents and documents of subcontractors and sub -consultants, prepared while performing City of Fayetteville contractual work are subject to the Arkansas Freedom of Information Act (FOIA). If a Freedom of Information Act request is presented to the City of Fayetteville, Inframark will do everything reasonably possible to provide the documents to the City of Fayetteville in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 ct seq.). Only legally authorized photocopying cost pursuant to the FOIA maybe assessed for this compliance. 8.6 In the event that activities by City of Fayetteville s employee groups or unions cause a disruption in Intiamark's ability to perform at the Project, City of Fayetteville, with Inframark's assistance or Inframark, at its own option, may seek appropriate injunctive court orders. During any such disruption, Inframark shall operate the facilities on a best-elrorts basis until any such disruptions cease. 8.7 Neither party shall be liable for its failure to perform its obligations under this Agreement if perfomtanee is made impractical, abnormally difficult, or abnormally costly, due to any unforeseen occurrence beyond its reasonable control. The party invoking this Force Majeure clause shall notify the other party immediately by verbal communication and in writing by certified mail of the nature and extent of the contingency within ten (10) working days after its occurrence. 8.8 Offers of Employment 8.8.1 Neither party shall, without the written agreement of the other party, offer employment to each other's supervisory employees exempt from FSLA overtime requirements during the tern of this Agreement. 8.8.2 Neither party shall, without the written agreement of the other party, offer employment to each other's hourly employees during the term of this Agreement. 8.9 The City of Fayetteville and Inframark shall make every effort to procure equipment, materials, and services for the best value. 8.10 Revenue Generation 8.10.1 Inframark shall provide support to the City of Fayetteville in the development and implementation of certain activities associated with revenue generation opportunities for the City of Fayetteville. Initially, these opportunities may include, but arc not limited to: 8.10.1.1 The sale of hay from the farm site, or leasing of the fields to a third party. Page 7 of 10 8.10.1_2 Processing and disposal of biosolids and water treatment rc,,iduals (WTR) for outside entities. 8.10.1.3 Marketing and sale of dried biosolids 8. l 1 Key Personnel 8.11.1 The Inframark personnel specified below (the "Key Personnel") are considered to be essential to the successful performance of the work under this Agreement. Prior to reassigning any of the Key Personnel to other projects, Inframark shall notify the City of Fayetteville reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the Project. 8.11.2 If one or more of the Key Personnel is reassigned and unavailable for work under this Agreement for a continuous period exceeding 30 work days, or is expected to devote less than % of percentage of effort or number of hours identified below, Inframark shall immediately notify the City of Fayetteville and shall, subject to the written approval of the City, which approval shall not be unreasonably withheld, conditioned, or delayed, promptly replace the personnel with personnel of at least substantially equal ability and qualifications. No diversion or reassignment of key personnel to another Inframark project shall be made by Inframark without the written consent of the City of Fayetteville, which consent shall not be unreasonably withheld, conditioned, or delayed. [Section 8.11.2 shall be amended to address the percentage of effort within 90 days of the effective date of this Agreement] 8.11.3 Each request for approval of substitutions must be in writing and contain a detailed explanation of the circumstances necessitating the proposed substitutions. The request must also contain a complete resume for the proposed substitute and other information requested or needed by the City of Fayetteville to evaluate the proposed substitution. The City of Fayetteville shall evaluate Inframark's request in good faith and promptly notify Inframark of its decision in writing. Any required approval or consent of the City of Fayetteville under this Section shall not be unreasonably withheld, conditioned, or delayed. 8.11.4 if the City of Fayetteville determines in good faith that suitable and timely replacement of Key Personnel who have been reassigned is not reasonably forthcoming, the Agreement may be terminated by the City of Fayetteville for default pursuant to Section 7.2; provided however, prior to such termination, the City of Fayetteville must provide Inframark to opportunity to provide a suitable replacement to the Key Personnel that was reassigned within the cure period set forth in Section 7.2. 8.11.5 If the City of Fayetteville determines in good faith that as reassignment of Key Personnel results in a reduction of productive effort that is so substantial as to be a material breach, the Agreement may be terminated by the City of Fayetteville for default pursuant to Section 7.2; provided however, prior to such termination, the City of Fayetteville must provide Inframark to opportunity to cure said material breach within the cure period set forth in Section 7.2. Page 8 of 10 8.1 1.6 if Inframark does not provide an acceptable replacement for the reassigned Key Personnel for a period of 30 work days after a reassignment, the Base Fee may be equitably adjusted downward to compensate the City of Fayetteville for any resultant vacancy in the Key Personnel. 8.11.7 This Section shall not apply if Inframark Key Personnel voluntarily leave their employment at Inframark, arc terminated for cause or violation of Inframark's policies, or have an absence due to a medical or other health condition. 8.1 1.8 List of Key Personnel: [Section 8.11.8 shall he amended to identify key personnel or positions within 90 days of the effective date of this Agreement] SECTION 9: DISPUTE RESOLUTION 9.1 The procedures for this paragraph shall apply to any and all disputes between the City of Fayetteville and Inframark which arise from, or in any way are related to, this Agreement, including, but not limited to the interpretation of this Agreement, the enforcement of its terms, any acts, errors, or omissions of City of Fayetteville or Inframark in the performance of this Agreement, and disputes concerning payment. 9.2 Exhaustion of Remedies Required: If timely notice is given under Paragraph 9.2. I, but an action is initiated prior to exhaustion of these procedures, such action shall be stayed, upon application by either party to a court of proper jurisdiction. until the procedures in Paragraph 9.2.1 and 9.2.2 have been complied with. 9.2.1 Notice of Dispute 9.2.1.1 For disputes arising prior to the snaking of final payment promptly after the occurrence of any incident, action, or failure to act upon which a claim is based, the party seeking relief shall serve the other party with written notice; 9.2.1.2 For disputes arising after making final payment, City of Fayetteville shall give Inframark written notice at the address listed in paragraph 1.5 within thirty (30) calendar days after occurrence of any incident, accident, or first observance of defect or damage. In both instances, the notice shall specify the nature and amount of relief sought, the reason relief should be granted, and the appropriate portions of this Agreement that authorize the relief requested. This paragraph shall not be construed to alter any limitation period set forth by Arkansas law. 9.2.2 Negotiation 9.2.2.1 Within seven calendar days of receipt of the notice, the Project Managers for City of Fayetteville and Inframark shall confer in an effort to resolve the dispute. If the dispute cannot be resolved at that level, then, upon written request ofeither side, the matter shall be referred to the President or his/her designee of Inframark and the Mayor of City of Fayetteville or his/her designee. These officers shall meet at the Project Site or such other location as is agreed upon within thirty (30) calendar days of the written request to resolve the dispute. 9.2.3 Mediation 9.2.3.1 If the dispute cannot be resolved through negotiations under Section 9.2.2. the parties may mediate their dispute before a mediator acceptable to both parties. If they cannot agree, they shall ask the Page 9 of 10 Director of the Federal Mediation and Conciliation Service to nominate a mediator. The parties shall bear their own costs of the mediation but the parties shall share equally the costs of the mediator and the mediation facilities. 9.3 Controlling Law 9.3.1 This Agreement shall be subject to, interpreted and enforced according to the haws of the State of Arkansx% without regard to any conflicts of law pros tsions. 9.4 Venue for Leal Action, 9.4.1 Any controvcr~y, claim, counter -claim, or dispute hetween the parties to this Agreement Involving the construction or application of any of the tenns, covenants or condition. of this agreement that is not resolved through negotiation or subsequent optional mediation shall be denuded to a court of competent jurisdiction in Washington County. Arkansas. SF,C I ION 10. ASS1GNINI NT 10.1 neither party will ha%c the power to or will assign any of the duties or rights or any claim ansing out of or related to this Agreement without the prior written consent of the other party. Any unauthorized assignment is void and unenforceable. Thesc conditions and the entire Agreement are binding on and inures to the henetit of the parties and their respective permitted succcison, and assigns. llv WrrNl-SS \1'llfRf?UF, Ctty of Fayette%ille. ArUnsa. by and through Its Mayor, and Intramark, by its authorized officer have made and executed this Agreement as ofthe day and year tint above wnttcn. I\I.It \ I1\RK, 1, 1g13 : Y ` \pplcloll Date President, Operation.:nd Maintenanec CI AOW FA : I-I'E% ILLE. ARK %VSAS I--+ 11/7/24 l time mdan. Mayor Date ATI FST: By: Page 10 of 10 KSOn SOO-O n'soor pgeu CI� GI-trK `tttttttrrrr,r TRe c., .GI Y OF •.G ��• .� FAYETTEVIL LE: �.,yi ;NG j ON ; ``� Appendices to Operations, Maintenance, and Management Services Agreement Between City of Fayetteville, AR and Inlramark, LLC Appendix A LIST OF APPENDICES Appendix A - List of Appendices Appendix B - Definitions Appendix C - Scope of Services Appendix D - Compensation for Services Appendix E - Location of Project Appendix F - Environmental Permits and Project Characteristics Appendix G- Industrial Waste Discharges and Monitoring Program Appendix H - Vehicle and Mobile Equipment Description (Rolling Stock) Appendix I - Base Fee Adjustment Appendix B DEFINITIONS B.l "Adequate Nutrients" means plant influent nitrogen, phosphorus and iron contents proportional to BODs in the ratio of five (5) parts nitrogen, one (1) part phosphorus, and one half (0.5) part iron for each one hundred (100) parts BODs. B.2 "Base Fee" means all costs within the scope of the contract, on an annual basis, including direct costs, labor, utilities (other than electricity and natural gas), and other allocated costs. B.3 "Biologically Toxic Substances" means any substance or combination of substances contained in the plant influent in sufficiently high concentrations so as to interfere with the biological processes necessary for the removal of the organic and chemical constituents of the wastewater required to meet the discharge requirements of City of Fayetteville's NPDES permit. Biologically toxic substances include but are not limited to heavy metals, phenols, cyanides, pesticides, and herbicides. B.4 "Capital Expenditures" means any expenditures for (1) the purchase of new equipment or facility items that cost more than Ten Thousand Dollars ($10,000); or (2) major repairs which significantly extend equipment or facility service life and cost more than Ten Thousand Dollars ($10,000). B.5 "Change in Law" means the occurrence of any of the events listed in (i) through (iv) below, which results or can reasonably be expected to result in (a) the need to make a Capital Improvement at or to the Facilities in order for the Inframark to operate the Facilities in accordance with this Agreement and applicable law; or (b) an increase to the cost of managing, operating, or maintaining the Facilities in accordance with this Agreement and applicable law; or (c) a material and adverse effect on the scope of Inframark's liabilities or obligations under this Agreement: 1) There is passed or promulgated any fcderal, state, or other local law, statute, ordinance, rule or regulation different from those existing on the date this Agreement is executed by Inframark; or 2)There is passed or promulgated any amendment to, or change in any federal, state, or other local law, statute, ordinance, rule, or regulation (including any applicable sales tax regulation) following the date of this Agreement; or 3) Following the execution of this Agreement, there comes into existence an order or judgment of any federal, state, or local court, administrative agency or other governmental body containing interpretations of any applicable law relating to the operation or maintenance of the Facilities or the health and safety of Inframark's employees that is inconsistent with generally accepted interpretations in effect on the date this Agreement is executed; or 4) After the execution of this Agreement, any change occurs which affects the issuance or renewal, or causes a suspension, termination, interruption, revocation, denial, or failure of renewal of any official permit, license or necessary approval by the USEPA, the Occupational Safety and IIcalth Administration, or any similar state agency. B.6 "Cost" means the total of all costs detennined on an accrual basis in accordance with generally accepted accounting principles including but not limited to direct labor, insurance, labor overhead, chemicals, materials, supplies, utilities (it' applicable, other than electricity and natural gas), equipment, maintenance, repair, and outside services B.7 "Cost Center" is defined as each columned category of the cost detail, presented in Appendix D, which describes the separate functions and locations to which costs may be charged for accounting, reporting or billing purposes. B.8 "Electrical Evaluation" will be limited to amperage draws, winding resistance measurements, Page I of 3 thcrmographic evaluations, and current and voltage imbalance B.9 "Emergency Situation" is hereby dclined as an emergency affecting the safety of persons or property, or regulatory compliance where Inframark shall act to prevent threatened damage, injury or loss. B.10 "Firm Fixed Price" refers to the annual operations and maintenance fee, not includmu the Rebatcablc items designated in Appendix D. 13.11 "Fixed Asset" means any tangible property that has a value of Five Thousand Dollars ($5,000) or more and is depreciable. This excludes the repair/replacement parts that arc components of a greater fixed asset. B.12 "Integrated Vegetation Management (IVM)" means employing environmentally -sound, cost- effective control methods within grounds, permitted spaces, and related rights -of -way within or immediately adjacent to WRRF's that support environmental stewardship through healthy ecosystems by providing ►ncasurablc results - such as greater natural species densities or diversity. Adverse environmental and cultural impacts arc achieved primarily through control of invasive species while also enhancing such ecosystem services that build climate resiliency and enhance community health. IVM strategies strive to manage vegetation and the environment by balancing the benefits of. cost, control, environmental quality, public health, and regulatory compliance. B.13 "Load Shedding" is defined as the deliberate shutdown of electric power being provided by the grid and generating on -site power for the treatment facilities and Lift Station No. 7, generally to reduce demand strains from the grid on the capacity of the system. B.14 "Maintenance" means the cost of those routine and/or repetitive activities required by the equipment or facility manufacturer during the warranty period or as recommended by lnfrantark after the warranty period has expired to maximize the service life of the equipment, vehicles, and facilities as listed in Appendix E. B.15 "Natural Capital" (or "Blue-green infrastructure") means a set of locally distinct, recognizable natural assets functioning together as living infrastructures to provide ecosystem service outputs including but not limited to habitat, water assimilation, erosion control, carbon dioxide absorption, soil health, strcambank stability, visual amenity, biodivcrsity, recreation, temperature regulation and oxygen. BGI's are planned and strategically managed for a primary function, for example stormwater control, but also support many other environmental, economic and community [or social] benefits. B.16 "Operational Technology" (OT) encompasses information technology (IT) support, components and software in an industrial control system (ICS) environment. OT, as a practice, relates to the access and control of physical assets, which differs from IT because it relates to the access and control of data. B.17 "Out of Scope" services will include "Capital Expenditures" (definition B.4 of this Appendix), added or modified regulatory requirements (that arc not contained in the applicable permits), changes to improve efficiency and/or generate income, or other services not described in the contract or expressly assumed by Inframark hereunder. B.18 "Project" means all equipment, vehicles, grounds and facilities described in Appendix E. Page 2 of 3 B.19 " Rebateables" mean costs incurred by Inframark to respond to an Emergency Situation or any cost categories designated in Appendix D that are not included in the Finn Fixed Price and have estimated values included in the monthly invoice and arc reconciled on a frequency included in Appendix D, but at a minimum of once per quarter. B.20 "Repairs" means the cost of those non-routine/non-repetitive activities required for operational continuity, safety, and performance generally due to failure or to avert a failure of the equipment, sewer, vehicle, or facility or some component thereof; cost less than ten thousand dollars ($10,000); and are not included in definition BA of this Appendix. B.21 "Reliability Centered Maintenance" means a process used to determine what must be done to ensure the physical assets continue to do what its users want in its present operating context. Page 3 of 3 Appendix C SC'0I11? OF SERVICES C.1 SCOPE OF SERVICES - Iith-ai r:u k C.l.l Perform professional services in connection with the Project as hereinafter stated. C.1.2 Operate and maintain all facilities over a 24-hour per day, 7-day per week period, under full -service contract operations and maintenance. Operations may be performed with on -site staff and/or remote monitoring/on-call services for all or portions of this time. C.1.3 Within the design capacity and capability of the Project, manage, operate, and maintain the Project so that effluent discharged from the Project meets the requirements of all applicable City NPDES permits as specified in Appendix F. Maintain compliance with other existing environmental permits as described in Appendix F. C.1.4 Operate and maintain the present Industrial Pretreatment program including all monitoring, inspections, sampling, testing, reporting, and record keeping as described in Appendix G. Results of all industrial sampling and testing shall be made available to City of Fayetteville as requested. C.1.5 Provide all Maintenance for the Project. Document as required to continue existing maintenance program and to provide City of Fayetteville requested reporting, including but not limited to updated preventative maintenance schedules. City of Fayetteville shall have full access to preventative maintenance records. C.1.6 Pay all costs incurred within the scope of normal Project operations as defined in this Agreement C. 1.7 Staff the Project with at least the minimum number of licensed operators as required by the Arkansas Department of Environmental Quality (ADEQ). C.1.8 Prepare all NPDES permits and other pertinent regulatory reports, letters, or other correspondence, and submit these to of Fayetteville for signature and approval. Transmittal to appropriate agencies shall be done by City or Inframark following City authorization of each report, letter, and/or correspondence. The electronic reporting via NetDMR shall be performed by Inframark and then reviewed and submitted by the City. Any fines levied because of late reports as a result of Inframark failure to complete and allow sufficient time for City of Fayetteville's signature and transmittal shall be paid by Inframark. Submittal to the City of Fayetteville no later than 5 business days prior to the reporting period due date shall be considered timely. C.1.9 Provide for proper disposal of screening, scum, grit, and biosolids in compliance with permit and regulatory requirements. Should regulations and/or disposal/application options significantly change, projected costs will be revised by mutual agreement. C.1.10 Be responsible for all laboratory testing and sampling presently required by the NPDES permits, stormwater pennits, "no discharge" permits, and other related requirements or permits. C.1.11 Maintain an inventory of vehicles and equipment (rolling stock), to be identified and referenced as Appendix H, being used for the Project and provide to the City upon request. C.1.12 Provide twenty-four (24) hour per day access to Project for City of Fayetteville's personnel. Visits Page 1 of 7 may be made at any time by any of City of Fayetteville: employees so designated by City of Fayetteville's representative. Keys, key fobs, or other access equipment for Project shall be provided to City of Fayetteville by Inframark. All visitors to the Project, including City of Fayetteville employees, shall comply with Inframark's operating and safety procedures. If Inframark makes any upgrades or changes to such access equipment. Inframark shall be responsible for the cost thereof. C.1.13 Provide for the maintenance of existing City of Fayetteville rolling stock such as dump trucks, tractors, and trailers that arc necessary for the operations and maintenance of the facilities. C.1.14 Provide training for Inframark personnel in areas of regulatory requirements, operation, maintenance, safety, supervisory skills, laboratory, cybersecurity and sustainable practices. Continue the current project safety program with updates as necessary. Cybersecurity training for all Inframark personnel shall occur at least quarterly. C.1.15 Provide and coordinate shared use of computerized maintenance, process control, and laboratory management systems to maintain documentation, accountability and transparency to allow City of Fayetteville to see if the equipment is being maintained appropriately. C.1.16 Comply with the requirements of City of Fayetteville rcuarding affirmative action provisions for minority hiring. C'.1.17 Assist City of Fayetteville in preparation of annual operating budgets, by providing a full accounting of Rebateable items and any other pass -through costs and actual and estimated Base Fee amounts. City of Fayetteville shall be allowed to conduct or have conducted audits of all available accounting records related to the direct contract operations of this Agreement at times to be determined by City of Fayetteville. Manage and comply with all manufacturers warranties on equipment purchased for the project and assist the City of Fayetteville in enforcing existing equipment warranties and guarantees. After the expiration of the warranty, Inframark shall perform maintenance at a level adequate for the efficient, long-term reliability of the equipment and facilities. Inframark will provide City of Fayetteville with full documentation that preventative maintenance is being performed on all City of Fayetteville equipment in accordance with Infranrtrk's best practices and standards. Maintenance program shall include documentation of corrective and preventive maintenance and a spare parts inventory to be consistent with the "Reliability Centered Maintenance" model. C.1.19 Provide for Repairs as described in Appendix B.16. Inframark shall notify the City of Fayetteville of all Repairs between $2,500.00 and $4,999.00 before incurring such costs and performing such Repair when reasonably possible. Any individual Repair expenditure with a cost in excess of $5,000.00 shall be subject to the City of Fayetteville's prior approval; if the City of Fayetteville does not approve such a Repair, Inframark will not be liable for any loss, damage or liability arising from or related to the City of Fayetteville's failure to approve such Repair, including any loss, damage, or liability for (a) failure of the Project. (b) failure to comply with Applicable Law, (c) failure to meet the requirements of this Agreement or (d) claims for indemnification. C.1.20 Maintain the SCADA system located at the addresses listed in Appendix E. Upgrades, modifications, and/or additions to the SCADA system shall adhere to industry standards and best practices such as: Nisi, NEC, ISA, IEC, IEEE. C.1.21 Inframark shall provide the following as related to the SCADA system: Page 2 of 7 C.1.21.1 Ongoing updates and upgrades of the software and hardware to ensure operational continuity in accordance with the definitions of maintenance and Capital Expenditures as agreed upon by the City of Fayetteville and Inframark. C.1.21.2 Inframark shall be responsible for evaluating and applying hardware firmware and software security patches released from vendor within the next maintenance window in accordance with industry standard practices. Evaluation shall include, but not be limited to reviewing vendor release notes, installing and testing upgrades on lab equipment or a limited subset of active equipment. Hardware finnware and software patches, which do not adversely affect plant control, shall be applied at the next maintenance window. Hardware firmware and software security patches, which adversely affect plant control, shall be applied in lnframark's sole discretion. however, Inframark shall provide the City of Fayetteville prior notice of such patches when reasonably possible. Critical security patches for firewalls and edge devices shall be applied within thirty days of release from vendor. C.1.21.3 Inframark is responsible for maintaining the SCADA environments including but not limited to: (1) SCADA Wireless and Telemetry equipment, (2) Programmable Logical Controllers and Remote Terminal Units (PLCs/RTUs) and (3) all communications media between sites and ISP connectivity, (4) SCADA software, (5) SCADA servers, and (6) SCADA network equipment. )nframark shall be responsible for ensuring the SCADA wireless equipment does not conflict with or interfere with other wireless networks. C.1.21.4 SCADA components shall be protected by UPS uninterrupted power supply to prevent loss of connectivity during brief power loss. C.1.21.5 SCADA diagrams shall be kept current and any as -built drawings shall be incorporated into a change management document and network diagram. Updates regarding SCADA diagrams shall be provided to the City of Fayetteville as requested. SCADA updates shall include but not be limited to: issues, equipment replacements, improvements, etc. C.1.21.6 SCADA equipment shall be installed in environmentally appropriate cabinets and properly secured. C.1.21.7 SCADA modifications shall follow the SCADA network design plan as approved and modified by Inframark and the City of Fayetteville. C.1.22 Inframark shall operate and maintain the operational technology (OT) components of the industrial control system (ICS) in its current state. C.1.22.1 OT encompasses the following components of the ICS: C.1.22.1.1 Networks switches, routers, firewalls, media converters, communications equipment C.1.22.1.2 Computers - Physical servers, virtual servers, windows server operating systems, workstations, and thin clients C.1.22.1.3 Backups, antivirus, network time servers, disaster recovery, network monitoring, remote access, and cybersecurity. C.1.22.2 Inframark shall operate and maintain the OT environment based on accepted industry standards, guidelines, and best practices. Age of the ICS and component limitations may inhibit Inframark's ability to apply all guidelines and best practices to the system. Inframark shall put forth best effort Page 3 of 7 to adhere to guidelines given the limitations of the existing system. C.1.22.3 The following ICS networking standards, guidelines and industry best practices shall be used as a basis for operation and maintenance of the OT environment: NISI Framework for Improving Critical Infrastructure Cybcrsecurity and NIST SP-800-83 "Guide to Industrial Control Systems Security", at a minimum, Revision 2. C.1.22.4 There shall be a clear delineation (physically and logically) between the ICS and all other networks. Inframark shall be responsible for the operation and maintenance of the OT components that exist within the ICS and in the de- militarized zone between the ICS and other networks. Inframark operations and maintenance of the OT environment shall be limited to: C.1.22.4.1 ICS/OT Networks - Physical components and logical configurations C.1.22.4.2 ICS/OT Server Infrastructure - Physical servers and virtual servers C.1.22.4.3 ICS/OT Software - Active Directory, anti -virus, backups, remote access solutions, management solutions, HMI, PLC programming software, configuration management and domain registrations. C.1.22.5 Any expansion of operational technology (OT) components of the industrial control system (ICS) system performed by lnframark shall be compensated with a formal contract amendment agreed to by both parties in advance of such expansion C.1.22.6 Inframark shall develop a change management program to help control the lifecycle of strategic, tactical, and operations changes to the OT environment. The goal of change management is to control risk and minimize disruption to associated OT services. The plan will manage baseline hardware, software, and firmware, and any changes to the ICS system. The plan shall include the City of Fayetteville's IT personnel in the change control process for informational purposes. C.1.23 Inframark and the City of Fayetteville shall partner to ensure ICS/OT cybersecurity is maintained for their respectively owned infrastructure. C.1.24 Annual review between Inframark and City of Fayetteville shall be conducted to review past 12- 18 months of progress, issues, replaced equipment, and projected improvements expected over the next calendar year and to be included in the annual budget. Project listing should contain location, description of CIP item, progress and estimated costs. Listing provided shall be established and presented by priority and should include sourcing method determined after City discussion (City bid, cooperative purchase, etc.). C.1.25 Verify the capacity and efficiency of each sewer lift station once per calendar year and provide results to the City within thirty (30) calendar days of verification. C.1.26 Provide recommendations for Capital Improvements Program (CIP) with a schedule for improvements and expenditures as requested by the City of Fayetteville. On an annual basis, a five (5) year schedule will be presented for all capital improvements and ten (10) year projections will be made for major improvements. These recommendations will be based on asset/process criticality, the model of risk = likelihood x consequence of failure and requirements determined from facility operations. and review of the City of Fayetteville's Wastewater Facility Plan. However, these recommendations do not include detailed engineering studies. In addition, Inframark will prepare the required forms and documentation required during budget and capital improvements budget preparation time each year. Except for the improvements requiring an engineering study, the following will be included for each project: Page 4 of 7 • Improvement needed • Justification of improvements • Estimated cost of improvements • Any projected increase or decrease in O&M costs created by the CIP, if applicable • Proposed expenditure schedule • Proposed capital recovery schedule, if applicable • Sustainable upgrades to equipment should be disclosed upon providing recommendations for replacement along with the expected cost for upgrading to a more sustainable piece of equipment. C.1.27 Any services requested by the City of Fayetteville which arc not part of the Scope of Services shall be executed by formal written agreement with fees and cost subject to negotiation. C.1 28 At the direction of the City of Fayetteville, Inframark is authorized to act in emergency situations outside this Scope of Services, at lnframark's discretion. Outside services, services by Inframark personnel not assigned to this project, or excessive overtime hours incurred by assigned personnel which exceed the regulatory labor laws related to emergency services are not included in the compensation set forth in this Agreement. Inframark will notify City of Fayetteville as soon as reasonably possible and any Inframark's costs for the emergency work shall be considered Rebatable items. C.1.29 Provide City of Fayetteville with oral and written reports as requested. C.1.30 Operate and maintain all existing wastewater lift station facilities including buildings, grounds, backup power generators and certain other appurtenances within the site fenced area. However, maintenance of inlet and outlet pipe works shall terminate at the wall of lift station. C.1.31 Conduct annual electrical evaluations of electrical units of 25 horsepower or more which operate at supply voltages of 480V or less to ground. C.1.32 Inframark will comply with present federal, state, and local laws in performing their obligations under the terns of this Agreement. Inframark and City of Fayetteville will work cooperatively regarding the application and impact of Changes in Law, including the potential cost impact on the scope of work, and mutually revise this Agreement as applicable. The parties acknowledge that a Change in Law may affect compliance with Inframark's obligations hereunder or impose more stringent requirements relating to equipment or processes than those established at the time of executing this Agreement. In the event that a Change in Law occurs, Inframark shall not be responsible for compliance therewith or for any fines, penalties, or other damage of whatever kind unless specifically agreed to in writing. C.1.33 Coordinate and schedule the use of training rooms at both wastewater trvanmcnt facilities. C.1.34 Conduct community outreach and education activities including cooperative efforts with the University of Arkansas as appropriate. C.1.35 Maintain the industrial surcharge program and provide for monitoring and control of septage deliveries, as provided for in the City of Fayetteville's Code of Ordinances, Discharge and Pretreatment Regulations. C.1.36 Operate and maintain the ongoing nutrient removal efforts at the City of Fayetteville's Biosolids Management Site, including managing, harvesting, and marketing the hay produced on the site. Biosolids Management Site maintenance shall also include compliance with the current "no discharge" permit. Operate and maintain the biosolids drying operation. Coordinate the marketing Page 5 of 7 and/or disposal of the dried biosolids produced from the drying operations as directed by the City of Fayetteville C.1.37 Perform weekly, monthly, and semi-annual inspections for the City of Fayetteville's generators within the Project; Inframark shall perform any Repairs for such generators unless such Repairs required specialized skills or equipment or specialized licensing or certification; if such a Repair requires specialized skills or equipment or specialized licensing or certification, Inframark shall notify the City of Fayetteville as soon as reasonably possible and the City of Fayetteville shall be responsible for perfonning such Repairs. Inframark shall also perform recommended servicing for the City of Fayetteville's generators within the Project, whether it is calendar based or run time based, which includes but not limited to, changing of oil, oil filters, air filters, fuel filters, spark plugs, belts, hoses and batteries. Inframark shall also perform weekly, monthly, and semi- annual specialty inspections for the City of Fayetteville's five (5) generators located at LS 44, LS 07, LS 12, Noland and West Side plants; Inframark shall notify the City of Fayetteville as soon as reasonably possible of any repairs or other services necessary for such generators and the City of Fayetteville shall be responsible for performing such repairs and services. C.1.38 Coordinate with Power Secure to maximize load shedding opportunities to reduce electrical costs for the City. C.1.39 Coordinate the application of alum sludge from Beaver Water District. C.1.40 Check the condition of and replace the odor canisters (as listed in Appendix E) that are part of the air release valves in the collection system, as needed. The mechanical condition of these valves will be maintained by the Fayetteville Water and Sewer Operations Division. C.1.41 Provide IVM services for the City's blue-green infrastructures and related natural asset spaces as approved and directed by the City to ensure the site continues to meet ecological performance standards. These services include execution of seasonal, site -specific strategies that include recommended herbicide applications, site maintenance & monitoring, monthly reporting, prescribed bum site preparations, land management best management practices (BMP) to adjacent City's blue-green infrastructures and related natural asset spaces associated with the WRRF' s. Certain excluded services related to the Woolsey Wet Prairie include permit compliance over- sight, permit reporting and prescribed burn scheduling and execution. C.1.42 Provide additional IVM, site monitoring and property maintenance activities as approved and directed by the City for environmentally sensitive sites associated with the WRRFs and the White River streambank restoration sites. C.1.43 Provide incidental small-scale support as approved and directed by the City of Fayetteville to various not -for -profit groups on issues important to the City of Fayetteville. C.1.44 Explore, innovate, and develop solutions to support sustainability by reviewing the impact of climate changes, resource re -use and recycling, water resource management; energy source management and environmental protection and enhancement aligned with City of Fayetteville and Inframark corporate sustainability goals. C.1.45 All applicable taxes for property and equipment owned by Inframark shall be borne by Inframark. C.1.46 Provide all licenses for vehicles owned by Inframark and used in connection with the Project. C.1.47 Inframark shall facilitate an annual contract fee discussion xt ith the Cits of Fayetteville to Page 6 of 7 collaborate changes in costs for the next contract renewal. C.1.48 Inframark shall provide a monthly listing of all items or cquipment purchased to enable the City of Fayetteville to evaluate its applicability as a fixed asset to be recorded on the City's books. C.1.49 lnframark shall provide annual sample collection, analytical services, and sampling result reporting for the City's NPDES General Industrial Stormwater Permit No. ARR000210. C 2.1 Provide for all approved Capital Expenditures, as defined in Appendix B; if the City of Fayetteville does not approve and make a Capital Expenditures recommended by lnframark, lnframark will not be liable for any loss, damage or liability arising from or related to such rejection of or refusal to implement the recommended Capital Expenditure, including any loss, damage, or liability for (a) failure of the Project, (b) failure to comply with Applicable Law, (c) failure to meet the requirements of this Agreement or (d) claims for indemnification hereunder. C.2.2 Maintain all existing and necessary Project warranties, guarantees, easements, permits, and licenses that have been granted to City of Fayetteville. C.2.3 Pay all applicable taxes or franchise fees associated with the Project. C.2.4 May provide lnframark, within a reasonable time after request, any piece of City of Fayetteville's heavy equipment, subject to availability and department director approval, so that lnframark may fulfill its obligations under this Agreement in the most cost-effective manner. C.2.5 Provide all licenses for vehicles owned by the City of Fayetteville and used in connection with the Project. C.2.6 Provide for Inframark's use all vehicles and equipment presently in use at the Project, including the vehicles described in Appendix H. C.2.7 Pay for all Project related utilities and electricity, natural gas, and water for all facilities. C.2.8 Pay for all gasoline, diesel, and propane for backup power generators and all rolling stock provided by City of Fayetteville. C.2.9 Pay for all regulatory fees. C.2.10 Responsible for all billing and collection activities related to the industrial pretreatment program (IPP) charges, septic hauler fee, hay sales, water treatment residual fees, and fertilizer sales. C.2.11 Be responsible for all duties and discharge all responsibilities and obligations not expressly assumed by Inframark under of this Agreement. Page 7 of 7 Appendix D COMPENSATION FOR SERVICES D. I Inframark, estimates the Base Fee for services, on an annual basis, under this Agreement for 2025 shall be $8,450,000.00 (Eight million four hundred and fifty thousand dollars). Details of the Base Fee arc listed in D.3. Thereafter, the Base Fee shall be negotiated each year. Should City of Fayetteville and Inframark fail to agree, the Base Fee will be determined by the application of the Base Fee adjustment formula shown in Appendix I. Upon each contract year renegotiation, Inframark shall continue to invoice City of Fayetteville at the previous amount until the new contract year price is established. Upon written notice, agreement between the parties as to the new contract year Base Fee, Inframark shall issue an invoice retroactively adjusting the previous Base Fee amount. Inframark will communicate to the City of Fayetteville of any funding issues by documentation in monthly reports. Inframark will provide prompt notice to the City of Fayetteville of any potential budget impact. lnframark shall provide any proposed amendments by September 15 of each year. D.2 Inframark will invoice and reconcile budgets in accordance with the following schedules: D.2.1 Inframark will invoice a month in advance for the Base Fee in 12 monthly equal installments payable at the start of the month in which services are rendered. D.2.2 Rcbateable costs will be reconciled quarterly and the City of Fayetteville will either be invoiced when the annual. Rebateable limit is reached or refunded the difference at the end of each calendar year. D.2.3 Inframark will invoice all Out of Scope items in accordance with the approved schedule, scope and budget agreed upon by Inframark and City of Fayetteville. Out of Scope services shall be approved separately by the parties in a separate agreement. D.3 The Base Fee will consist of a Firm Fixed Price of $6,450,000.00 plus Rebateable costs agreed upon by Inframark and City of Fayetteville. D.3.1 The annual Rebateable limit for Chemicals is set at $450,000.00 D.3.2 The annual Rebateable limit for Repairs and Maintenance is set at $1,550,000.00 Page 1 of I Appendix E LOCATION OF PROJECT E. I Inframark agrees to provide the services necessary for the management, operation and maintenance of the following: E.I.1 All equipment, vehicles, grounds and facilities now existing within the present property boundaries of or being used to operate the City of Fayetteville's Noland Water Resource Recovery Facility located at: 1400 North Fox Hunter Road Fayetteville, Arkansas 72701 E.1.2 All equipment, vehicles, grounds and facilities now existing within the present property boundaries of or being used to operate the City of Fayetteville s West Side Water Resource Recovery Facility located at: 15 South Broyles Avenue Fayetteville, Arkansas 72704 E.1.3 All equipment, grounds, and facilities now existing within the present fenced boundaries of wastewater lift stations described as follows: SCADA NODE LOCATION Generator Site Maintenanrt- Only WWI 978 E Zion Rd (Lowe's - Zion PS) YI.S WW2 3500 E Mission Blvd (Timbercrest PS) YES W W4 691 W Poplar St (Poplar PS - ABANDONED) YES WW5 3896 N Gregg Ave (Gregg Ave PS) YES WW6 3021 N Old Wire Rd (Olt] Wire PS) NO W W7 2065 N Sunshine Rd (Hamestring PS) YES WW8 729 W North Street (Noah Street I'S -ABANDONED) YES W W9 1236 N Porter Rd (Porter Rd PS -ABANDONED) YES W W 12 571 N Double Springs Road (Farmington West PS) YES WW 13 878 S Dead Horse Mountain Rd (Stonebridge PS) YES W W 14 1820 S Armstrong Ave (Industrial Park PS) YES W W 16 518 W Ernest Lancaster Dr (Airport North PS) YES W W 18 210 N Sandy (Greenland PS) YES WW 19 5716 E Norman Murphy Rd (Mally Wagnon PS) YES W W22 630 N Double Springs Rd (Owl Creek PS) YES W W24 265 W Ernest Lancaster Dr (Airport East PS) YES WW25 551 W Aster Ave ( Willow We,,t I'S - Farmington) YES W W27 1031 River Meadows Dr (Stonebridge Meadow Phase I PS) YES Page 1 of 4 SCADA NODE LOCATION Generator sity Maintenance Unk 11 \\'28 1603 Plantation Ave (Heritage Village PS) YLS \\ \\29 390 N Cato Springs Rd (Bohannan PS - Greenland) YES WW32 478 N Durango Place (Sih,erthorne PS) YES \\'\\133 4644 N Crossover Rd (Stoneµood PS - Copper Creek) YES WW34 4572 S School Ave (Airport South PS) YES WW35 3083 W MLK Blvd (Lowe's - 61h St PS) YES WW36 1642 N Willowbrook Dr (Skvler Place PS) YES WW37 3848 W Edgewater Dr (Clabber Creek PS - ABANDONFD) YES WW38 3710 E Zion Rd (Copper Creek Phase I PS) YES WW39 2392 N Kenswick Ave (Crofton Manncr PS) YES \\'W40 1811 S Cherry Hills Dr(Stonc Bridge Meadow Phase II PS) YES WW41 1608 S Springlake Dr (Crescent Lake PS) YES WW44 6061 Dot Tipton Rd (Legacy Pointe Phase 4 PS) YES WW45 4451 N Waterside Ct (Timberlake Ofticc Park PS) YES W'W46 3788 E Spyglass Hill Dr (Stonebridge Meadows Phase V PS) YES W W47 3601 E Albright Rd (Embry Acres PS) YES WW48 2435 S Dead Horse Mountain Rd (McDonald PS) YES W W49 3393 E Goff Farm Rd (Meadows PS) YES W W52 485 N Broyles Ave (Broyles Ave PS) YES W W53 1396 Zion Rd (Office Park PS) YES WW55 461 N. Tacoma St. (Farmington Heights) YES WW56 6111 South Hwy 71 (West Fork [IS) YES WW57 270 S Broyles Ave (Broyles South PS) YES WW58 1618 N Dawes St (Woodridge PS) YES WW59 279 Idaho Ave. (Wagon Wheel PS) YES W W6(r? Cadence Ridge (ETA?) E.1.4 All equipment, grounds, and facilities now existing within the present property boundaries of or being used to operate the City of Fayetteville's Biosolids Management Site located east of the Noland Water Resource Recovery Facility across the White River. E.1.5 All equipment, grounds, and facilities associated with or being used to complete routine operation and maintenance activities for the City of Fayetteville's Mitigated Wetlands Site now existing within the present property boundaries located north of the West Side Water Resource Recovery Facility and other mitigation / environmentally protected areas as mutually agreed to by both parties. Page 2 of 4 E.l .6 The potable water SCADA system, including cellular, fiber communications, and other services related to the operation of the system, at the following locations: SCADA NODE LOCATION DESCRIPTION WI 215 W 24th St (South Mountain) Pump Station W2 844 N Crossover Rd (Hyland Park) Pump Station W4 1016 E Ash St Pump Station W5 707 E Rogers Dr Pump Station and 2 Ground Storage Tanks W6 456 E Baxter Ln Ground Storage Tank (2 each) W8 133 N Sang Ave Pump Station and Elevated Storage Tank W9 1170 E South Skyline Dr Elevated Storage Tank (Mt. Sequoyah) W10 1044 E Township Rd Elevated Storage Tank WII 3280 W Judge Cummins Rd Ground Storage Tank (2 ca) (Kessler Mountain) WI2 7001 E Mission (Highway 45 Valve Pressure -Reducing Valve Station) W 13 1599 Fire Tower Road (Goshen) Pump Station and Ground Storage Tank W14 17301 Lake Sequoyah Rd (Round Mtn) Pump Station W 15 14360 Round Mt Comm Church Rd Stand Pipe County Rd #55 (Round Mountain) W16 22032 Fire Tower Rd County Rd 4343 Stand Pipe (Benson Mountain) W 17 3265 N Gulley Rd Elevated Storage Tank (2 each) wig 3788 N Gulley Rd Pump Station WI9 3370 S Coach Rd Pump Station W20 2098 Woodcliff Rd (Springdale) Surge Tank W21 2210 N Old Wire Rd Valve W22 2800 N Old Missouri Rd Flow Meter W23 3385 N Par Ct Valve W24 3023 E Joyce Blvd Valve W25 2567 E Robinson (Springdale) Pressure Sustaining Valves W27 17385 Blue Springs Rd (Goshen) Pump Station W28 17970 Lake Sequoyah Rd Pump Station W29 Beaver Water District SCADA Interface W30 1195 N. Canterbury Rd (Canterbury Tank) Elevated Storage Tank W31 2903 E. Flagstone Cir (Stone Mountain) Pump Station W32 Blue Springs Road Valve & Flowmeter W33 Casey Lane Pump Station TBD Additional Blue Springs Road (Future 2024?) Valve & Flowmeter 3302 W Dinsmore "trail Millsap Tower MTROB 12141 Ed Edwards Rd Mt. Robinson Tower Site Page 3 of 4 E.1.7 Provision and maintenance of Remote Tenninal Units (RTU) at the following sites located in the City of Elkins, Arkansas: SCADA NODE LOCATION DESCRIPTION EWWI 7500 E. Iluntsville Road Wastewater Lift Station EWI 1800 S. Van I loose Drive Ground Storage Potable Water Tank E.1.8 Maintenance of the odor control system in the collection system associated with the following lift stations: LOCATION �l CANISTERS LS #6 - 3021 N Old Wire Rd (Old Wire) 5 LS 117 - 2065 N Sunshine Rd (I lamestring) 7 LS 1112 - 571 N Double Springs Road (Farmington West) 8 LS #22 - 630 N Double Springs Rd (Owl Creek) 3 LS #52 - 485 N Broyles Ave (Broyles Ave) 2 LS#19 - 5716 E Nonnan Murphy Rd (Malty Wagnon) 2 Page 4 of 4 Appendix F ENVIRONMENTAL PERMITS AND PROJECT CHARACTERISTICS F.1 Inframark will operate Project so that effluent will meet the requirement of NPDES permit No.AR0020010 and AR0050288. Inframark shall be responsible for meeting the effluent quality requirements of City of Fayetteville's NPDES current permits unless one or more of the following occurs: • The Project influent does not contain Adequate Nutrients to support operation of Project biological processes; • The Project influent contains Biologically Toxic Substances which cannot be removed by the existing process and facilities; or • There is an any unforeseen occurrence beyond Inframark's reasonable control that prevents Inframark from meeting said effluent quality requirements. The influent flow, influent BODs, and/or suspended solids exceeds the Project design parameters which arc: Noland WRRF West Side WRRF Annual Average Maximum Monthly Averse Annual Average Maximum Monthly Average Flow (MGD) 12.6 18.8 10.0 17.8 B D ( s ) 29,666 44,264 1 ,595 18,853 TSS (lbs/d) 23,198 34,613 14,595 18,853 F.2 In the event any one of the Project influent characteristics, suspended solids, BODs, or flow, exceeds the parameters listed above, Inframark shall make every reasonable effort to return to compliance as soon as possible, including the use of available equalization storage to prevent non -compliant discharge. Inframark shall return the plant effluent to the characteristics required by the NPI) S permit in accordance with the following schedule aficr Project influent characteristics return to within design parameters. Characteristics Exceeding Listed Parameters By Recovery Period Maximum 10% or Less 5 days > 10% but< 20% 10 days 20% and Above 30 days Notwithstanding the above schedule if the failure to meet effluent quality limitations is caused by the presence of Biologically Toxic Substances or the lack of Adequate Nutrients in the influent, or there is an any unforeseen occurrence beyond Inframark's reasonable control that prevents Inframark from meeting said effluent quality requirements, then Inframark will have a thirty (30) day recovery period after the influent is free from said substances or contains Adequate Nutrients. Page 1 of 2 F.3 Inf -amark shall not be responsible for fines or legal action as a result of discharge violations within the period that influent exceeds design parameters, does not contain Adequate Nutrients, contains Biologically Toxic Substances (that exceed process inhibiting levels or creates concentrations exceeding application or discharge limitations), and the subsequent recovery period. F.4 The estimate Costs for services under this Agreement are based upon the following Project influent characteristics: Annual Average Noland WRRF West Side WRRF Flow (MGD) 5.4 8.8 CBOD (lbs.ld) 1 13,461 11,194 TSS (lbs.ld) 1 8,643 13,387 The above influent characteristics are the actual twelve (12) months average June through May prior to the date services arc first provided under this Agreement. Any change of 10 percent (10%) or more in any of these characteristics, based upon a twelve (12) month average, may constitute a change in scope. F.5 The current applicable environmental permits are as follows: Permit AF1NNo. Permit No. Expiration Date NPDES- Noland (renewal pending- application 72-00781 AR0020010 12131/2022 submitted June 2022) NPDES - West Side (renewal pending - at request of ADEQ the application was 72-01033 AR0050288 11/3012010 resubmitted in August 2022 No Discharge Permit - Biosolids Management 72-00829 4748-WR-4 12131/2025 Site Air - liamcstring 72-01873 2179-A NIA Air - West Side 72-01033 2178-A NIA Air Noland 72-00781 2327-A-111-6315 Registration Only Stormwater No Exposure Certification (NEC) - Noland 72-00781 ARROOC377 613012024 Stormwater No Exposure Certification (NEC) - West Side 72-01033 ARR000390 613012024 Page 2 of 2 Appendix G INDUSTRIAL WASTE DISCHARGES AND MONITORING PROGRAM G. I Inframark shall: Administer the Industrial Pretreatment Program in accordance with 40 CFR 403. Administration shall include: G.1.1 Maintain the industrial waste sampling and analysis program for pretreatment and surcharge, as described in G.3. This shall include an annual evaluation of the program and notification to the City of Fayetteville of changes in Federal and State pretreatment standards that may affect the Program. G.1.2 Conduct a survey of the industrial user base one time every three (3) years to identify new, or significant, industrial users in Fayetteville and in cities with which Fayetteville has inter - jurisdictional agreements for waste treatment. Update, as required the list of current Significant Industrial Users (SIU's) according to the definition of SIU in 40 CFR 403 or the definition in the approved pretreatment program, whichever is more stringent. G.1.3 Monitor the compliance status of the current Significant Industrial Users (SIU's) through sampling, analysis, inspection, and record reviews. Each SIU shall be sampled and inspected at the frequency established in 40 CFR 403 or the City of Fayetteville's approved implementation manual, whichever is more stringent. Recommend appropriate enforcement action to City of Fayetteville. G.1.4 Maintain the laboratory analysis program for each SIU. Results of all industrial sampling and testing shall be reported to the City of Fayetteville as required, in a timely manner G.1.5 Implement the approved industrial permitting system. Prepare SIU permits for issuance or renewal within 90 days of the expiration date or within 180 days after the industry has been determined to be a SIU. G.1.6 Receive, review and act upon reports and notification from industrial users. G.1.7 Notify the City of Fayetteville as soon as is practical but no later than three (3) business days, verbally and followed by written confirmation, whenever an industry is suspected of violating, or has violated the City of Fayetteville's industrial waste and/or sewer ordinances. Prepare notice of violations and other enforcement documentation for City of Fayetteville signature in accordance with the Enforcement Response Plan in the State approved Industrial Pretreatment Program. G.1.8 Track, determine, and publish industrial users insignificant noncompliance. G.1.9 Draft new, revised, and renewal uulu.0 ial waste discharge permits for the SIU's for City of Fayetteville signature. G.1.10 Assist City of Fayetteville with review and revision of the sewer use ordinances, the pretreatment program, and inter jurisdictional agreements. Local limits evaluation, if requested, may be provided as an out of scope service. The costs of such evaluation will be determined and negotiated at the time of the request. Advise the City of Fayetteville of changes in federal and State Pretreatment Standards and regulations and how the changes affect the local program. Request approval from the City of Fayetteville and the Approval Page 1 of 2 Authority prior to implementing significant changes to the approved Program in accordance with 40 CFR 401.19 (C).Prepare for the City of Fayetteville's signature the Industrial Pretreatment annual report for submittal. G.1.1 l Maintain all industrial monitoring records for at least five (5) years. G.1.12 Maintain open communication with the SIU's. G.2 Significant costs due to new or changed Federal, State or local regulations shall cause a discussion of change in contract scope. G.3 Industrial Waste Dischargers and Monitoring Program in City of Fayetteville, AR: Industry Parameters Analyzed ConAgra Foods Packaged Foods, LLC (Conagra) 1100 Biochemical oxygen demand, total W, 151h Street suspended solids, phosphorus, pH, oil & Fayetteville, AR 72701 grease, arsenic, cadmium, chromium, copper, cyanide, mercury, lead, nickel, silver and zinc. Cadmium, chromium, copper, lead, nickel, Custom Powder Coating Services, Inc. 1629 silver, zinc, cyanide, arsenic, mercury and W. Farmington St. total toxic organics per 40 Fayetteville. AR 72701 Y CFR433.1 I (e). Chromium, copper, lead, nickel, zinc, Elkhart Products Corporation arsenic, cadmium, cyanide, mercury, silver, 3265 Highway 71 South oil & grease and total toxic Fa etteville, AR 72701 Y organics per 40 CFR 468.02 (r). Biochemical oxygen demand, total Hiland Dairy Company suspended solids, phosphorus, pH, oil & 301 E. 151h Street grease, arsenic, cadmium, chromium, Fayetteville, AR 72701 copper, cyanide, mercury, lead, nickel, silver and zinc. Marshalltown Company 2200 Cadmium, chromium, copper, lead, Industrial Drive nickel, silver, zinc, arsenic, mercury, Fayetteville, AR 72701 y' cyanide and total toxic organics per 40 CFR433.11(c). Biochemical oxygen demand, total Tyson Mexican Original, Inc. 2615 suspended solids, phosphorus, pH, oil & S. School grease, arsenic, cadmium, chromium, Fayetteville, AR 72701 copper, cyanide, mercury, lead, nickel, silver and zinc. Ecotech Consumer Products TSS, arsenic, cadmium, chromium, copper, 1901 East Boric Drive lead, nickel, silver, zinc, Fayetteville. AR 72701 cyanide, mercury. eed, Inc. Arsenic, cadmium, chromium, copper, 535 West Research Center Boulevard 35 W cyanide, lead, mercury, nickel, silver, zinc, Fayetteville, AR 72701 Y total toxic organic per 40 CFR 469.12. Page 2 of 2 Aimendix It VEHICLE AND MOBILE EQUIPMEN"r DESCRIPTION (ROLLING STOCK) Unit# Unit Description Location Year 325U2 Ford F350 Super Duty, Reg. Cab Biosolids Management Site 2000 376 Ford F550 Super Duty/Crane, Crew Cab Paul R. Noland 2012 382 Ford F550 Super Duty/Crane, Crew Cab West Side 2015 387 Ford F-350, Flatbed Paul R Noland 2016 388 Ford F-350, Flatbed Biosolids Management Site 2016 696 Caterpillar 420E Backhoe Paul R Noland 2012 751U Sterling LT9500 Semi Tractor Biosolids Management Site 2006 766 Kenworth T800 Semi Tractor Biosolids Management Site 2011 768 Kenworth T470 (Spreader) Biosolids Management Site 2012 770 Kenworth T800 Semi Tractor Biosolids Management Site 2013 771 Kenworth T800 Semi Tractor Biosolids Management Site 2013 786 Kenworth T800 Semi Tractor Biosolids Management Site 2018 818 Caterpillar P5000LP Forklift West Side 2008 910 Trailer Paul R Noland 1987 927 Parker 24' Gooseneck Trailer Biosolids Management Site 1991 966 P.J. Trailer, 18FT Biosolids Management Site 1996 969 LO-Boy 25T-36FT Trailer Biosolids Management Site 1996 1274 Chevrolet Equinox West Side 2014 2156 Chevy Colorado, 4X4 Paul R Noland 2012 5002 John Deere 6615 4X4 Tractor Biosolids Management Site 2007 5012 Ford/NH 4X4 T6030 Loader Tractor Biosolids Management Site 2009 5022 Case Maxxum 125 4X4 Loader Tractor Biosolids Management Site 2011 5024 R&R 35' Manure/Litter Conveyor Biosolids Management Site 2011 5025 R&R 35' Manurc/Litter Conveyor Biosolids Management Site 2011 5057 Ford/NH Workmaster 55 4X4 Tractor Biosolids Management Site 2015 5058 Ford/NH T6.155 4X4 Loader Tractor Biosolids Management Site 2015 5059 John Deere 615D 4X4 Loader Tractor Biosolids Management Site 2015 5070 Meyer Spreader Biosolids Management Site 2016 5086 NH Protedd 3417 Biosolids Management Site 2018 5087 Wylie LCS Trailer Sprayer Biosolids Management Site 2018 5095 New Holland Speed Rower (swather) Biosolids Management Site 2019 5096 John Deer 630 MOCO Biosolids Management Site 2019 5105 Bulk Material Handling 35' litter conveyor Biosolids Management Site 2020 6037 Bobcat 5770 Skid steer Biosolids Management Site 2020 9111U Clement Star-Lite Trailer (Replaced) Biosolids Management Site 2009 Page 1 of 2 9124 Thompson 6" Dicsel Power Pump/Trailer Paul R Noland 2009 9142 Aulick 42' Beltcd Trailer Biosolids Management Site 2011 9165 Clement Star-lite Trailer (Replaced) Biosolids Management Site 2013 9166 Clement Star-lite Trailer Biosolids Management Site 2013 9193 Clement Starlite End Dump Trailer Biosolids Management Site 2015 9223 Godwin 6" Portable Pump Biosolids Management Site 2016 9227 Clement Starlite End Dump Trailer Biosolids Management Site 2016 9239 Genic S-45 Man Lift Biosolids Management Site 2017 9241 Clement Starlitc End Dump Trailer Biosolids Management Site 2017 9250 Unicarriers 50 Forklift Paul R Noland 2017 Parkson Electronic Mole - Billyifrick Biosolids Management Site 2011 Parkson Electronic Mole - Cricket Biosolids Management Site 2011 Parkson Electronic Mole - Goofy Biosolids Management Site 2011 Parkson Electronic Mole - Jurgcns Biosolids Management Site 201 1 Parkson Electronic Mole - Tiny Tim Biosolids Management Site 2011 Parkson Electronic Mole - Loenneke Biosolids Management Site 2011 Parkson Electronic Mole — Billy Biosolids Management Site 2011 Portable Generator for Lift stations Paul R Noland 2005 9280 Clement Star-Lite End Dump Trailer Biosolids Management Site 2021 9283 Clement Star -Litt End Dump Trailer Biosolids Management Site 2021 5124 New Holland Rake Biosolids Management Site 2022 9308 Anderson RBM 2000 Biosolids Management Site 2022 144U Chevy Silverado Paul R Noland 2011 373U Ford F550 Paul R Noland 2021 Page 2 of 2 Appendix I BASE FEE L I The Base Fec adjustment formula is as follows: ABF = BF x AF Where: ABF Adjusted Base Fee BF Base Fee specified in Appendix D AF Adjustment Factor as determined by the formula: AF = I + CPl CPI The twelve month percent change (from July of the prior year to July of the current year) in the Consumer Price Index as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report Series Id: CUUROOOOSEHGOI Page 1 of I