HomeMy WebLinkAbout256-09 RESOLUTIONRESOLUTION NO. 256-09
A RESOLUTION TO APPROVE AN AGREEMENT FOR OPERATIONS,
MAINTENANCE AND MANAGEMENT SERVICES OF THE CITY'S
WASTEWATER PLANTS AND PUMP STATIONS WITH CH2M HILL
ENGINEERS, INC. IN THE AMOUNT OF $6,858,886.00 PLUS A
CONTINGENCY OF $75,000.00 FOR SERVICES IN 2010
WHEREAS, CH2M Hill Engineers, Inc. was selected by a City Selection Committee as
the best applicant to operate our sewer plants and lift stations; and
WHEREAS, the City Administration and CI -12M Hill Engineers, inc. have negotiated 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.
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 approves
the attached Agreement with CH2M Hill Engineers, Inc. in the amount of $6,858.886.00 plus a
contingency of $75,000.00 for operations, maintenance and management services of the City's
wastewater plants and pump stations in 2010.
PASSED and APPROVED this 15th day of December, 2009.
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APPROVED:
ATTEST:
SONDRA E. SMITIt? tbyr 1erk/Treasurer
AGREEMENT
For
OPERATIONS, MAINTENANCE, AND MANAGEMENT SERVICES
Between
CITY OF FAYETTEVILLE, ARKANSAS
And
CH2M HILL ENGINEERS, INC.{ ' -
THIS AGREEMENT (hereinafter "Agreement") is made as of 158.- day of b.(y/
2009, by and between City of Fayetteville, Arkansas, acting by and through its Mayor (hereinafter "City
of Fayetteville") and CH2M HILL Engineers, Inc., (hereinafter "CH2M HILL").
The City of Fayetteville requires professional operation, maintenance, management and engineering
services for wastewater treatment facilities and systems owned by the City of Fayetteville. Therefore, City
of Fayetteville and CH2M HILL mutually agree that CH2M HILL shall serve as such.
SECTION 1: 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.
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, but
neither party will assign this Agreement without the prior written consent of the other party.
Consent shall not be unreasonably withheld.
1.5 All notices shall be in writing and transmitted by certified mail to:
City of Fayetteville
113 West Mountain
Fayetteville, AR 72701
CH2M HILL
9193 South Jamaica St., Suite 400
Englewood, CO 80112
ATTN: Director of Contracts
1.6 Changes, modifications, or amendments in scope, price or fees to this Contract shall not be
allowed without 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
"CH2M HILL" and "City of Fayetteville" shall include the respective officers, agents, directors,
elected or appointed officials, and employees.
1.8 The Utilities Director and Construction and Contract Manager are the City of Fayetteville's
project representatives with respect to the services performed under this Agreement. They shall
have complete authority to transmit instructions, receive information, interpret and define City
policies and decisions with respect to materials, equipment, elements, and systems to be used in
the Project, and other matters pertinent to the services covered by this Agreement.
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SECTION 2: SCOPE OF SERVICES — CH2M HILL
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.
2.3 The detailed Scope of Services to be furnished by CH2M HILL 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 information as to City of Fayetteville's requirements for the Project in writing.
3.2. The detailed Scope of Services to be furnished by City of Fayetteville is included in Appendix C
attached hereto and made part of this Agreement.
SECTION 4: COMPENSATION
4.1 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.
4.2 CH2M HILL and City of Fayetteville agree that CH2M HILL will provide a monthly report in a
format to be agreed upon by the parties reflecting estimated to actual cost, and will submit the
report within thirty (30) calendar days after the end of the monthly period. The year end
reconciliation will be performed following CH2M HILL's annual audit and will be submitted
within one hundred twenty (120) calendar days of the end of the contract year. Any difference
due to City of Fayetteville or CH2M HILL will be paid within thirty (30) calendar days of the
annual reconciliation completion.
4.3 In the event that a change in the scope of services provided by CH2M HILL occurs, City of
Fayetteville and CH2M HILL will negotiate a commensurate adjustment in estimated annual cost.
SECTION 5: PAYMENT OF COMPENSATION
5.1 One twelfth (1/12) of the Base Fee for the current year shall be due and payable on the tenth
(10th) of the month for each month that services are provided. Monthly statements for each
calendar month shall be submitted to City of Fayetteville or such parties as City of Fayetteville
may designate for services consistent with CH2M HILL's normal billing schedule. Once
established, the billing schedule shall be maintained throughout the duration of the Project.
Applications for payment shall be made in accordance with a format to be developed by CH2M
HILL and approved by City of Fayetteville.
5.2 All other compensation to CH2M HILL is due upon receipt of CH2M HILL's invoice and
payable within thirty (30) calendar days, however; payment within 30 calendar days is not
guaranteed.
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SECTION 6: INDEMNITY, LIABILITY, AND INSURANCE
6.1 During the course of performance of these services, each party will maintain insurance coverages
as follows:
6.1.1 CH2M HILL shall maintain:
6.1.1.1 Statutory workers' compensation for all CH2M HILL'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.
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 CH2M HILL under this Agreement.
6.1.2.2 Automobile liability insurance for all vehicles and equipment owned by City of Fayetteville
and operated by CH2M HILL under this Agreement. The City of Fayetteville is covered by a
plan with the Arkansas Municipal League.
6.2 CH2M HILL shall indemnify City of Fayetteville for damages, injury, or loss which may arise
from CH2M HILL's negligent operations or intentional acts under this Agreement, to the
proportion such negligence or act contributed to the damages, injury, or loss, whether such
negligent operation or intentional act be by CH2M HILL or by a subcontractor of CH2M HILL.
6.3 CH2M HILL shall be liable for those fines or 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 CH2M HILL's negligent operation.
City of Fayetteville will assist CH2M HILL to contest any such fines in administrative
proceedings and/or in court prior to any payment by CH2M HILL. CH2M HILL shall pay the
costs of contesting any such fines.
6.4 The City of Fayetteville agrees (without waiving its statutory immunity) to hold harmless,
indemnify and defend CH2M HILL from and against any and all claims, losses, damages,
liabilities and costs including costs of defense arising out of or caused by CH2M HILLS' non -
negligent operation of the wastewater facilities which nevertheless resulted in the presence,
discharge, release or escape of hazardous substance(s) that damaged third parties. CH2M HILL
shall have the initial duty to prove that any presence, discharge, release or escape of hazardous
substance that damaged third parties was not caused by it or its employees' or its subcontractors'
negligence, mistake, or intentional act before the City of Fayetteville must indemnify CH2M
HILL for any resulting damages and costs.
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 statute.
6.6 City of Fayetteville and CH2M HILL waive all rights against each other and their officers,
directors, agents, or employees for damage covered by property insurance during and after the
completion of CH2M HILL's services. If the services result in a construction phase, a provision
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similar to this shall be incorporated into all construction contracts entered into by City of
Fayetteville, and all construction contractors shall be required to provide waivers of subrogation
in favor of City of Fayetteville and CH2M HILL for damage or liability covered by any of CH2M
HILL's construction insurance policy.
6.7 In no event shall either party be liable to the other party for 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.
SECTION 7: TERM AND TERMINATION
7.1 The initial term of this Agreement shall be five (5) years commencing on January 1, 2010 and
ending on December 31, 2014, followed by two (2) successive five (5) year options, each option
renewable at the mutual agreement of the City of Fayetteville and CH2M HILL. Each option can
be made effective by written agreement of the parties ninety (90) calendar days prior to the
expiration of the previous contract period. All contract periods and renewals are subject to and
contingent upon yearly budget approval by the City of Fayetteville.
7.2 Either party may terminate this Agreement for a material breach of the Agreement by the other
party after giving written notice of breach and allowing the other party thirty (30) calendar days
to correct the breach. Neither party shall terminate 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 CH2M HILL will exercise reasonable skill, care, and diligence in the performance of CH2M
HILL's services and will carry out its responsibilities in accordance with customarily accepted
operating practices. City of Fayetteville will promptly report to CH2M HILL any defects or
suspected defects in CH2M HILL's services of which City of Fayetteville becomes aware, so that
CH2M HILL can take measures to minimize the consequences of such a defect.
7.4 Upon notice of termination by City of Fayetteville, CH2M HILL shall 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 terms and conditions, for a period not to exceed three (3) months
from the date of termination. The term of this period shall be determined within the termination
notice. CH2M HILL will cooperate in good faith to effectuate a smooth and harmonious
transition from CH2M HILL to the City of Fayetteville. If additional cost is incurred by CH2M
HILL at request of City of Fayetteville, City of Fayetteville shall pay CH2M HILL such cost in
accordance with Paragraph 5.2.
SECTION 8: SPECIAL CONDITIONS
8.1 Audit: Access to Records
8.1.1 CH2M HILL 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 consistently applied in effect on the date of execution of this Agreement.
CH2M HILL shall also maintain the financial information and data used by CH2M HILL in the
preparation of support of the cost submission required for any negotiated agreement or change
order and send to City of Fayetteville a copy of the cost summary submitted. City of Fayetteville,
the State or any of their authorized representatives shall havd access to all such books records,
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documents and other evidence for the purpose of inspection, audit and copying during normal
business hours. CH2M HILL will provide proper facilities for such access and inspection.
8.1.2 Records under Paragraph 8.1.1 above, shall be maintained and made available for a period of
three (3) calendar years. In addition, those records which relate to any controversy aris ng out of
such performance, 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 This right of access clause (with respect to financial records) applies to:
8.1.3.1 Negotiated prime agreements;
8.1.3.2 Negotiated change orders or agreement amendments in excess of $10,000 affecting the price
of any formally advertised, competitively awarded, fixed price agreement;
8.1.3.3 Agreements or purchase orders under any agreement other than a formally advertised,
competitively awarded, fixed price agreement. However, this right of access does not apply
to a prime agreement, lower tier sub agreement or purchase order awarded after effective
price competition, except:
8.1.3.3.1 With respect to record pertaining directly to sub agreement performance, excluding any
financial records of CH2M HILL;
8.1.3.3.2 If there is any indication that fraud, gross abuse or corrupt practices may be involved;
8.1.3.3.3 If the sub agreement is terminated for default or for convenience.
8.2 Covenant Against Contingent Fees
8.2.1 CH2M HILL 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 continent fee, excepting bona fide employees or bona fide established commercial or
selling agencies maintained by CH2M HILL 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 CH2M HILL or any of CH2M HILL'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 CH2M HILL,
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.
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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 CH2M HILL as it could pursue in the event of a breach of the
Agreement by CH2M HILL, 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, represents the entire Agreement
between CH2M HILL and City of Fayetteville relative to the Scope of Services herein. Since
terms contained in purchase orders do not generally apply to professional services, in the event
City of Fayetteville issues to CH2M HILL a purchase order, no preprinted terms thereon shall
become a part of this Agreement. Said purchase order document, whether or not signed by
CH2M HILL, shall be considered as a document for 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 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, CH2M HILL will do everything reasonably possible to
provide the documents to City of Fayetteville in a prompt and timely manner as prescribed in the
Arkansas Freedom of Information Act (A.C.A. §25-19-101 et seq.). Only legally authorized
photocopying costs pursuant to the FOIA may be assessed for this compliance.
8.6 In the event that activities by City of Fayetteville's employee groups or unions cause a disruption
in CH2M HILL's ability to perform at the Project, City of Fayetteville, with CH2M HILL's
assistance or CH2M HILL, at its own option, may seek appropriate injunctive court orders.
During any such disruption, CH2M HILL shall operate the facilities on a best-efforts basis until
any such disruptions cease.
8.7 Neither party shall be liable for its failure to perform its obligations under this Agreement if
performance 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 Neither party shall, without the written agreement of the other party, offer employment to each
other's employees during the term of this Agreement and for a period of two (2) years after the
end of this Agreement.
8.9 The City of Fayetteville and CH2M HILL shall make every effort to procure equipment,
materials, and services for the best value. Procurement shall be through the City of Fayetteville's
or CH2M HILL's available purchasing agreements.
8.10 Revenue Generation
8.10.1 CH2M HILL 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 are not limited to:
8.10.1.1 The sale of hay from the farm site.
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8.10.1.2 Performance of laboratory analyses for outside entities.
8.10.1.3 Processing and disposal of biosolids for outside entities.
8.10.1.4 Marketing and sale of dried biosolids.
8.10.2 In consideration of costs resulting from this support and in order to provide incentives for CH2M
HILL to perform to the benefit of the City of Fayetteville's objectives, a revenue sharing program
would be negotiated between the City of Fayetteville and CH2M HILL and included to this
Agreement by Appendix.
8.11 The parties contemplate that minor design/engineering services may be provided by CH2M HILL
from time to time. The scope and compensation for such services shall be mutually negotiated by
the parties prior to the commencement of work.
SECTION 9: DISPUTE RESOLUTION
9.1 The procedures of this paragraph shall apply to any and all disputes between City of Fayetteville
and CH2M HILL 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 CH2M HILL in the performance of this Agreement, and
disputes concerning payment.
9.2 Exhaustion of Remedies Required: No action may be filed unless the parties first negotiate. If
timely notice is given under Paragraph 9.2.1, 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 Paragraphs 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 making 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 a written notice;
9.2.1.2 For disputes arising within one year after the making of final payment, City of Fayetteville
shall give CH2M HILL 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.
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 CH2M HILL shall confer in an effort to resolve the dispute. If the dispute
cannot be resolved at that level, then, upon written request of either side, the matter shall be
referred to the President or his/her designee of CH2M HILL 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.
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9.3 Controlling Law
9.3.1 This Agreement shall be subject to, interpreted and enforced according to the laws of the State of
Arkansas without regard to any conflicts of law provisions.
9.4 Arbitration
9.4.1 Any controversy between the parties to this Agreement involving the construction or application
of any of the terms, covenants or conditions of this agreement shall, on the written request of one
party served on the other within thirty (30) calendar days after the dispute arises, be submitted to
arbitration, and such arbitration shall comply with and be governed by the Arkansas Uniform
Arbitration Act (A.C.A. § 16-108-201 et seq.).
9.4.2 The parties to this Agreement may agree on one arbitrator, but in the event that they cannot agree,
there shall be three (3) arbitrators one named in writing by each of the parties within fourteen
(14) calendar days after demand for arbitration, and a third to be chosen by the two so named.
9.4.3 If there is one arbitrator, his or her decision shall be binding and conclusive on the parties. If there
are three (3) arbitrators, the decision of any two shall be binding and conclusive.
IN WITNESS WHEREOF, City of Fayetteville, Arkansas by and through its Mayor, and CH2M HILL,
by its authorized officer have made and executed this Agreement as of the day and year first above
written.
CH2M HILL ENGINEERS, INC. CITY OF FAYETTEVILLE, ARKANSAS
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Natalie Eldredge
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Title: Vice President
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Soncra Smith, City Clerk
END OF AGREEMENT FOR OPERATIONS, MAINTENANCE, AND MANAGEMENT SERVICES
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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 PrQlect Characteristics
Appendix G — Industrial Waste Discharges and Monitoring Program
Appendix H — Vehicle and Mobile Equipment Description (Rolling Stock)
Appendix I — Base Fee Adjustment
Appendix A - 1 of 1
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Appendix B
DEFINITIONS
B.l The "Project" means all equipment, vehicles, grounds and facilities described in Appendix E and
where appropriate, the management, operations and maintenance of such.
B.2 "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); or (3)
expenditures that are planned, non -routine and budgeted by City of Fayetteville.
B.3 "Cost" means the total of all costs determined 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, equipment, maintenance, repair, and outside services.
B.4 "Maintenance" means the cost of those routine and/or repetitive activities required or
recommended by the equipment or facility manufacturer or CH2M HILL to maximize the service
life of the equipment, vehicles, and facilities as listed in Appendix E.
B.5 "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 B.2 of this Appendix. "Repairs" exclude cost of
repair parts caused by storm damage to the supervisory control and data acquisition (SCADA)
system.
13.6 "Out of scope" services will include "capital expenditures" (definition B.2 of this Appendix),
added or modified regulatory requirements (that are not contained in the applicable permits),
changes to improve efficiency and/or generate income, or other services not described in the
contract and requested by the City of Fayetteville. These services shall be performed asi stated in
Appendix C. Should "Out of Scope Services" become a permanent and ongoing requirement,
CH2M HILL will submit a change of scope request within a reasonable amount of time in
accordance with Paragraph 1.6 of the Agreement.
13.7 "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.8 "Adequate Nutrients" means plant influent nitrogen, phosphorus and iron contents proportional to
BOD5 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 BOD5.
B.9 "Base Fee" means all costs within the scope of the contract, on an annual basis, including direct
costs, labor, utilities, and other allocated costs.
B.10 "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 are components of a
greater fixed asset.
Appendix B - 1 of 1
Appendix C
SCOPE OF SERVICES
C.1 SCOPE OF SERVICES — CH2M HILL
C.1.1 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 specified 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.l .6 Pay all costs incurred within the scope of normal Project operations as defined in this Agreement.
C.I.7 Staff the Project with a minimum of three (3) Arkansas Class IV Wastewater licensed operators.
C.1.8 Prepare all NPDES permit reports, letters, or other correspondence, and submit these to City of
Fayetteville for signature and approval. Transmittal to appropriate agencies shall be done by
CH2M HILL. Any fines levied because of late reports as a result of CH2M HILL's failure to
complete and allow sufficient time for City of Fayetteville's signature and transmittal shall be paid
by CH2M HILL. Submittal to the City of Fayetteville by the 15ih of the month folloiwing the
reporting period shall be considered timely.
C.1.9 Provide for proper disposal of screening, scum, grit, and biosotids in compliance with permit and
regulatory requirements, as long as a suitable location for such disposal is reasonably available.
Should regulations and/or disposal/application options significantly change, projected costs will be
revised by mutual agreement.
C.1.10 Provide all manufacturers' warranties on new equipment purchased by the City of Fayetteville and
assist the City of Fayetteville in enforcing existing equipment warranties and guarantees.
C.I.11 Be responsible for all laboratory testing and sampling presently required by the NPDES permits,
stormwater permits, "no discharge" permits, and other related requirements.
C.1.12 Provide an inventory of vehicles and equipment (rolling stock) that are being used at the Project at
the beginning of each contract year.
C.1.13 Provide twenty four (24) hour per day access to Project for City of Fayetteville's personnel. Visits
may be made at any time by any of City of Fayetteville's employees so designated by City of
Fayetteville's representative. Keys for Project shall be provided to City of Fayetteville by CH2M
Appendix C - 1 of 4
HILL. All visitors to the Project shall comply with CH2M HILL's operating and safety
procedures.
C.1.14 Provide for the maintenance of existing City of Fayetteville rolling stock such as dump trucks,
tractors, and trailers that are necessary for the operations and maintenance of the facilities.
C.1.15 Provide training for personnel in areas of operation, maintenance, safety, supervisory skills,
laboratory, and energy management. Continue the current project safety program with updates as
necessary.
C.1.16 Provide computerized maintenance, process control, and laboratory management systems.
C.1.17 Comply with the requirements of City of Fayetteville regarding affirmative action provisions for
minority hiring.
C.1.18 Provide City of Fayetteville with a full accounting of all expenditures at intervals and in sufficient
detail as may be determined by City of Fayetteville and assist City of Fayetteville in preparation of
annual operating budgets. City of Fayetteville shall be allowed to conduct or have conducted
audits of all accounting records related to the direct contract operations of this Agreement at times
to be determined by City of Fayetteville.
C.1.19 Provide City of Fayetteville with full documentation that preventative maintenance is being
performed on all City of Fayetteville equipment in accordance with manufacturer's
recommendations at intervals and in sufficient detail as may be determined by City of Fayetteville.
Maintenance program shall include documentation of corrective and preventive maintenance and a
spare parts inventory.
C.1.20 Provide for repairs as described in the Appendix B.5
C.1.21 Maintenance of the SCADA system as described in Appendix E, to include ongoing updates and
upgrades of the software and hardware to ensure operational continuity and in accordance with
initiatives as agreed upon by the City of Fayetteville and CH2M HILL.
C.1.22 Maintain odor control at the wastewater treatment facilities and wastewater lift stations, including
the Hamestring Lift Station force mains.
C.I.23 Verify the capacity and efficiency of each sewer lift station once a year.
C.1.24 Provide recommendations for Capital Improvements Program (CIP) with a schedule for
improvements and expenditures as requested by the City of Fayetteville. 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 requirements determined from facility
operations and does not include detailed engineering studies. hi addition, CH2M HILL 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:
• Improvement needed
• Justification of improvements
• Cost of improvements
• Any projected increase or decrease in O&M costs created by the CIP
• Proposed expenditure schedule
Appendix C - 2 of 4
• Proposed capital recovery schedule
• Impact of early termination
C.I.25 Perform other services that are related to but not part of the Scope of Services upon written
notification by City of Fayetteville. Such services will be invoiced to City of Fayetteville at CH2M
HILL's cost plus eighteen percent (18%).
C.1.26 At the direction of the City of Fayetteville, CH2M HILL is authorized to act in emergency
situations outside this Scope of Services, at CH2M HILL's discretion. The costs related to
emergency services are not included in the compensation set forth in this Agreement! CH2M
HILL will notify City of Fayetteville as soon as reasonably possible, and shall be compensated by
City of Fayetteville for any such emergency work at CH2M HILL's costs for the emergency work
plus twenty-five percent (25%).
C.1.27 Provide City of Fayetteville with oral and written reports as requested
C.1.28 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 pipeworks shall terminate at the wall of lift station. Should the City
of Fayetteville add in excess of three (3) additional lift stations, from the prior contract year's
number of sites, a corresponding change of scope will be negotiated.
1
C.1.29 Conduct annual electrical evaluations of electrical units with a capacity of 480v or less.
C.1.30 CH2M HILL will comply with present federal, state, and local laws in performing their obligations
under the terms of this Agreement. CH2M HILL and City of Fayetteville will work cooperatively
regarding the application and impact of potential changes in law, including the potential cost
impact on the scope of work, and mutually revise this Agreement as applicable.
C.1.31 Coordinate and schedule the use of training rooms at both wastewater treatment facilities.]
C.1.32 Conduct community outreach and education activities including cooperative efforts with the •
University of Arkansas as appropriate.
C.1.33 Maintain compliance with other existing environmental permits (e.g., air permits, industrial
general stormwater permits, "no discharge' permits)
C.1.34 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.1.35 The parties contemplate that minor design/engineering services may be provided by CH2M HILL
from time to time. The scope and compensation for such services shall be mutually negotiated by
the parties prior to the commencement of work.
C.1.36 Operate and maintain the ongoing nutrient removal efforts at the City of Fayetteville's farm site,
including managing harvesting and marketing the hay produced on the site. Farm site
maintenance shall also include compliance with the current "no discharge" permit.
C.1.37 Operate and maintain existing onsite power generators at all existing sites, including maintaining
compliance with off-peak power rate structure monitoring and generation requirements.
Appendix C - 3 of 4
C.2 SCOPE OF SERVICES — CITY OF FAYETTEVILLE
C.2.1 Provide for all Capital Expenditures except for the Projects that City of Fayetteville may authorize
CH2M HILL to implement subject to mutually agreeable terms and conditions of repayment.
C.2.2 Maintain all existing and necessary Project warranties, guarantees, easements, permits, and
licenses that have been granted to City of Fayetteville with the proviso that CH2M HILL remains
primarily responsible to ensure that the wastewater plants are efficiently, properly and
professionally operated so that they will not suffer a loss of permits or licenses.
C.2.3 Pay all property or other taxes or franchise fees associated with the Project. This excludes taxes to
be borne by CH2M HILL for equipment owned by CH2M HILL.
C.2.4 May provide CH2M HILL within a reasonable time after request any piece of City of
Fayetteville's heavy equipment, subject to availability, so that CH2M HILL may fulfill its
obligations under this Agreement in the most cost-effective manner.
C.2.5 Provide all licenses for vehicles used in connection with the Project.
C.2.6 Provide for CH2M HILL'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 wastewater lift station utilities, with the exception of electricity.
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.
Appendix C - 4 of 4
Appendix D
COMPENSATION FOR SERVICES
D.1 CH2M HILL estimates that Base Fee for services, on an annual basis, under this Agreement for
2010 shall be $6,858,886. Details of said cost are shown in D.4 below. The Base Fee shall be
negotiated each year. Should City of Fayetteville and CI -12M HILL 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, CH2M HILL shall continue to invoice City of Fayetteville at the
previous amount until the new contract year price is agreed upon. Upon written notice, agreement
between the parties as to the new contract year Base Fee, CH2M HILL shall issue an invoice
retroactively adjusting the previous Base Fee amount. Should the actual expenditures exceed the
total estimated annual expenditures by more than Twenty Thousand Dollars ($20,000), in any year
of this Agreement, specific approval will be obtained from the City of Fayetteville prior to
CH2M HILL incurring additional costs.
D.2 An administrative fee of fifteen percent (15%) will be added to personnel services and ten percent
(10%) to all other direct costs excluding electricity An annual fixed management fee of $120,086
shall be billed in equal monthly installments and adjusted annually in relation to the Base IFee.
D.3 In order to provide an incentive for CH2M HILL to operate in a manner that will result in actual
costs below estimated cost, City of Fayetteville will pay CH2M HILL an additional fee when
actual costs are below estimated cost. Said fee will be twelve and one half percent (12.5%) of the
amount of actual cost are below estimated cost.
D.4 Cost Detail - The annualized estimated costs for calendar year 2010 are listed in Table D-1.
Appendix D - Page 1 of 2
Table D-1, Cost Detail
Totals
$ 2,268,547
$ 340,282
—
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Lift Station
Maintenance
$ 139,403
$ 20,910
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Lab & Industrial
Pretreatment
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$ 38,448
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$ 407,829
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$ 704,758
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$ 336,000
$ 1,810,722
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mitigation
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O&M (it
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$ 62,778
$ 29,802
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Category Description
Direct Labor
Labor Markup, 15%
Direct Expense
Expense Markup, 10%
J�
Fee
Totals
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Appendix D - Page 1 of 2
Apaendix E
LOCATION OF PROJECT
E.1 CH2M HILL agrees to provide the services necessary for the management, operation and
maintenance of the following:
E.1.1 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 Wastewater Treatment
Plant located at:
1400 North Fox Hunter Road
Fayetteville, Arkansas 72701
E.1.2 All equipment, vehicles, grounds and facilities now existing within the present 1 property
boundaries of or being used to operate the City of Fayetteville's West Side Wastewater Treatment
Plant located at:
15 South Broyles Avenue
Fayetteville, Arkansas 72704
E.I.3 All equipment, grounds, and facilities now existing within the present property boundaries of
wastewater lift stations described as follows:
SCADA
NODE
LOCATION
Generator
Site
Maintenance
Only
WWI
978 E Zion Rd (Lowe's — Zion PS)
YES
WW2
3500 E Mission Blvd (Timbercrest PS)
YES
WW3
2805 N Salem Rd (Crystal Springs PS - ABANDONED)
YES
WW4
691 W Poplar St (Poplar PS - ABANDONED)
YES
WW5
3896 N Gregg Ave (Gregg Ave PS)
YES
WW6
3021 N Old Wire Rd
(Old Wire PS)
WW7
2065 N Sunshine Rd (Hamestring PS)
YES
N/A
2034 N Sunshine Rd (Old Hamestring PS - ABANDONED)
NO
WW8
729 W North Street (North Street PS —ABANDONED)
YES
WW9
1336 N Porter Rd (Porter Rd PS)
WWIO
716 N Futrall Dr (Futrall Dr PS)
YES
WWI 1
4412 W 6th Street (Farmington East PS —ABANDONED)
YES
W W I2
571 N Double Springs Road (Farmington West PS)
YES
WWI 3
878 S Dead Horse Mountain Rd (Stonebridge PS)
YES
W W 14
1820 S Armstrong Ave (Industrial Park PS)
YES
WWI5
203 E 29th Circle (Country Club PS — ABANDONED)
NO
WWI6
516 W Ernest Lancaster Dr (Airport North PS)
YES
W W 17
4394 S School (ABANDONED)
NO
W W 18
202 N Sandy (Greenland PS)
Appendix E - Page 1 of 3
SCADA
NODE
LOCATION
Generator
Site
Maintenance
Only
WW 19
5716 E Norman Murphy Rd (Malty Wagnon PS)
YES
N/A
933 S Mally Wagnon Rd (Old Mally Wagnon PS)
NO
WW20
3212 N Highway 112 — (Trucker's Drive PS -
ABANDONED)
YES
W W21
1720 S Armstrong Ave (Happy Hollow PS — ABANDONED)
NO
WW22
630 N Double Springs Rd (Owl Creek PS)
YES
WW23
440 E Fairway Ln (Masters PS)
WW24
265 W Ernest Lancaster Dr (Airport East PS)
YES
W W25
551 W Aster Ave (Willow West PS - Farmington)
YES
WW26
74 S Kestrel (Sequoyah Preserve PS)
WW27
1031 River Meadows Dr (Stonebridge Meadow Phase 1 PS)
YES
WW28
1603 Plantation Ave (Heritage Village PS)
YES
WW29
390 N Cato Springs Rd (Bohannan PS - Greenland)
WW30
2423 Rupple Road (Holt Middle School PS —
ABANDONED)
NO
W W31
2318 Internet
(Research Park PS — ABANDONED)
NO
W W32
478 N Durango Place (Silverthome PS)
YES
WW33
4644 N Crossover Rd (Stonewood PS - Copper Creek)
YES
WW34
4572 S School Ave (Airport South PS)
YES
WW35
3083 W 6th St (Lowe's — 6th St PS)
YES
WW36
1642 N Willowbrook Dr (Skyler Place PS)
YES
WW37
3848 W Edgewater Dr (Clabber Creek PS - ABANDONED)
YES
WW38
3710 E Zion Rd (Copper Creek Phase II PS)
YES
WW39
2392 N Kenswick Ave (Crofton Manner PS)
YES
W W40
1811 S Cherry Hills Dr (Stone Bridge Meadow Phase 11 PS)
YES
W W41
1608 S Springlake Dr (Crescent Lake PS)
YES
WW42
2588 N Firefly Catch Dr (Clabber Creek Phase 3 PS —
ABANDONED)
YES
WW43
196 S Woodsprings (Timber Trails PS)
WW44
10 Dot Tipton Rd (Legacy Pointe Phase 4 PS)
WW45
4451 N Waterside Ct (Timberlake Office Park PS)
YES
WW46
3788 E Spyglass Hill Dr (Stonebridge Meadows Phase V PS)
YES
WW47
3601 E Albright Rd (Embry Acres PS)
YES
WW48
2435 S Dead Horse Mountain Rd (McDonald PS)
WW49
3393 E Goff Farm Road (Meadows PS)
WW50
485 N Broyles Ave (Broyles Ave PS)
YES
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 Land Application Site located east of the Noland
Wastewater Treatment Plant across the White River.
Appendix E - Page 2 of 3
E.1.5 All equipment, grounds, and facilities associated with or being used to complete routine O&M
activities for the City of Fayetteville's Mitigated Wetlands Site now existing within the present
property boundaries located north of the West Side Wastewater Treatment Plant. The service
includes limited herbicide application and site monitoring but excludes burning.
E.1.6 The potable water SCADA system at the following locations:
SCADA
NODE
LOCATION
DESCRIPTION
W1
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
W6
456 E Baxter Ln
Ground Storage Tank (2 each)
W7
707 E Rogers Dr
Ground Storage Tank (2 each)
W8
133 N Sang Ave
Elevated Storage Tank
W9
1170 E South Skyline Dr
Elevated Storage Tank (Mt. Sequoyah)
W 10
1044 E Township Rd
Elevated Storage Tank
W 11
3280 W Judge Cummins Rd
Ground Storage Tank (2 ea) (Kessler Mountain)
W 12
7001 E Mission (Highway 45 Valve
Pressure -Reducing Valve Station)
W13
1589 Fire Tower Road (Goshen)
Pump Station and Ground Storage Tank
W14
17301 Lake Sequoyah Rd (Round Mtn)
Pump Station
W15
14360 Round Mt Comm Church Rd
Stand Pipe County Rd #55 (Round Mountain)
W 16
22032 Fire Tower Rd County Rd 4343
Stand Pipe
(Benson Mountain)
WI 7
3265 N Gulley Rd
Elevated Storage Tank
W18
3788 N Gulley Rd
Pump Station
W19
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)
Valve
W26
Township Tank Weather Station
Weather Station
W27
17385 Blue Springs Rd (Goshen)
Pump Station
W28
17970 Lake Sequoyah Rd
Pump Station
W29
Beaver Water District
SCADA Interface
WSOPC
2435 S Industrial Dr
Water & Sewer Ops Center
MTROB
12141 Ed Edwards Rd
Mt. Robinson Tower Site
E.1.7 Installation of the necessary Remote Terminal Units (RTUs) and equipment to acquire flow
information from the collection system via SCADA. Flow monitoring devices (up to 17 remote
locations) are scheduled to be installed by the City's Water and Sewer Division in 2009. i
Appendix E - Page 3 of 3