AGREEMENT FOR OPERATION OF THE CLEARVIEW PUMP STATION BETWEEN THE ALDERWOOD WATER AND WASTEWATER DISTRICT AND THE CITY OF EVERETT

Transcription

1 AGREEMENT FOR OPERATION OF THE CLEARVIEW PUMP STATION BETWEEN THE ALDERWOOD WATER AND WASTEWATER DISTRICT AND THE CITY OF EVERETT This Agreement is made and entered into thibjidj day 0~-vi , by and between the Alderwood Water and Wastewater District, a Washi~~ial purpose municipal corporation (the "District") and the City ofeverett, a Washington municipal corporation (the "City")..WHEREAS, the District and the City provide water service to residents in Southwest Snohomish County; and WHEREAS, the District, the Silver Lake Water District and the Cross Valley Water District formed an interlocal organization known as the Clearview Group to construct facilities to convey water from the City's water system to the Clearview Reservoir for the purpose ofproviding water in Southwest Snohomish County, including construction ofa pump station located at the 8200 block of 64 th Street SE (the "Clearview Pump Station"); and WHEREAS, after the new facilities were constructed, the District, the Silver Lake Water District and the Cross Valley Water District formed a new administrative interlocal organization known as the Clearview Water Supply Agency (the "Agency") to govern the operation and maintenance ofthe new facilities, including the Clearview Pump Station; and WHEREAS, the Clearview Pump Station and the pipeline that connects the City's #5 Water Transmission Line to the Clearview Reservoir is defined as the Clearview Pump Station (the "CPS"); and WHEREAS, the District is the lead administrator and contracting agency for the Clearview Water Supply Agency; and WHEREAS, the District has the technical staff to operate the CPS, and the Agency and the City have concluded that a Pump Station Operation Agreement between the District and the City is in the public interest; and WHEREAS, the District and the City are authorized to enter into service agreements by the Interlocal Cooperation Act, Chapter RCW; 1

2 NOW, THEREFORE, in consideration ofthe premises, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby expressly acknowledged, the District and City agree as follows: 1. PURPOSE This Agreement establishes the terms and conditions under which the District shall operate the CPS. The Agency constructed the CPS and is responsible for all operations, maintenance, and repair ofthe CPS. The District, as the lead administrator ofthe Agency and operator ofthe CPS, shall act on behalfofthe Agency during the term ofthis Agreement. 2. PUMP STATION OPERATION Throughout the term ofthis Agreement the District shall provide qualified personnel, experienced in pump station operation, to operate the CPS on behalfofthe Agency. For the purpose ofthis Agreement, the term operation shall mean "any operational change ofany pump within the CPS." 3. OPERATING RESPONSIBILITIES OF PARTIES A. The District shall submit an Operations Protocol to the City for its review and acceptance. All CPS operations shall conform to the accepted Operation Protocol. B. With respect to the CPS, the parties shall have the following operating responsibilities: 1) The District shall operate and be responsible for the operation ofthe CPS and notifying the City ofproposed pumping changes as follows: a) During low and average demand periods, October 1 through April 30, the District shall provide the City with a minimum oftwo (2) hours advance oral or written notice of any proposed pumping change that will result in a flow rate change (increase or decrease)greater than three (3) million gallons per day (MGD) and less than nine (9) MGD. The District shall also be responsible for notifying the City immediately after the pumping or flow rate change has been implemented. b) During low and average demand periods, October 1 through April 30, when a pumping or flow rate change greater than nine (9) MGD is requested, the District shall 2

3 provide the City with a minimum ofsix (6) hours advance oral or written notice ofthe proposed pumping or flow rate change. The District shall also be responsible for notifying the City immediately after the pumping or flow rate change has been implemented. c) During periods of high demand, May 1 through September 30, the District shall provide the City with a minimum ofsix (6) hours advance oral or written notice ofall proposed pumping or flow rate changes greater than three (3) MGD. The District shall also be responsible for notifying the City immediately after the pumping or flow rate change has been implemented. 2) The City shall respond to pumping change notifications to manage flows on the City's #5 Water Transmission Line in a manner that is consistent with the "Everett and Alderwood Water and Wastewater District Water Supply Contract" continuity ofservice provision. 4. MAINTENANCE RESPONSIBILITIES OF PARTIES A. The District shall maintain and repair all piping and equipment within the CPS starting at the point ofconnection to the City's #5 Water Transmission Line downstream ofthe City's valve. B. The City shall own and maintain all flow meters. 5. EMERGENCIES The District shall install an in-line meter in the Clearview Pipeline at an agreed upon location within one year ofthe execution date ofthis agreement. The location, type, and installation details ofthe meter will be specified in an installation plan submitted by the District for the City's review and approval. The City shall immediately notify the District's operational contact, designated in Section six (6) below, whenever it experiences or initiates an operational change outside the normal operating parameters ofthe City's supply system or the City's #5 Water Transmission Line. The City shall inform the District's operational contact ifit believes that an emergency shutdown is necessary. The District shall be responsible for shutting down the CPS during any shutdown emergency. Any required emergency shutdown shall be in accordance with the procedures as specified in the 0 & M Plan and the standard operating procedures (SOP) 3

4 for emergency shutdown. The District shall not be responsible for the emergency shutdown of any facilities that are not within the CPS. Whenever the District believes an emergency shutdown ofthe CPS is necessary, the District's operational contact shall immediately inform the City's operational contact, designated in Section six (6) below ofthe pending emergency shutdown. The District shall be responsible for contacting the City's operational contact and coordinating the re start ofthe CPS following any emergency shutdown. The District shall be responsible for any damage to the City's #5 Water Transmission Line caused by the negligent operation ofthe CPS by the District. The City shall be responsible for any damage to the CPS caused by the negligent operation ofthe City's water supply system. 6. OPERATIONS CONTACTS The following persons shall serve as the point ofcontact for notification ofall changes that impact the operation ofthe CPS or the flow on the City's #5 Water Transmission Line under normal and emergency conditions: Plant Operator City ofeverett Water Filtration Plant (425) After Hours: (425) or (425) Assistant M&O Superintendent (425) After Hours: (425) PUMP STATION OPERATION REVIEW Designated City and District operations staffwill conduct monthly Pump Station Operation Review meetings during the first year ofoperation ofthe CPS. During the first year ofoperation, operating procedures may be orally amended as necessary when both parties are in agreement with the proposed changes. Designated City and District operations staffwill conduct quarterly Pump Station Operation Review meetings after the initial first year ofoperation. The accepted written operating procedures may be modified in writing with the consent and agreement ofthe District and City. Whenever modifications to the written operating procedures are requested by the District or City, District and City staffshall work together to determine whether the modification is necessary, and ifso, to update the written operations procedures prior to the next quarterly meeting. 4

5 , II \ tl 8. DESIGNATED OPERATIONS STAFF The staffpositions designated for communication and oversight ofissues concerning the CPS are: City ofeverett: Alderwood Water and Wastewater District: Senior Water Treatment Plant Operator (425) Assistant M&O Superintendent (425) FEES AND CHARGES Neither the City nor the District shall charge each other for any service provided under this Agreement, including performance ofpump operational changes. Water costs for start up testing ofthe CPS shall be paid per the existing water supply contract between the City and the District, or as mutually agreed in writing. 10. LEGAL RELATIONS - HOLD HARMLESS This is an Agreement for the operation ofthe CPS and neither party shall acquire by virtue ofthis Agreement any proprietary or governmental interest in the water system ofthe other party. The parties are neither partners nor joint venturers; and neither is the agent ofthe other. The officers and employees ofeach party shall be deemed to act only on behalfofthe party they represent or who employs them. Each party agrees to defend, indemnify and hold the other party harmless from any claim, liability, damage, or judgment, including reasonable attorney's fees, arising from or in any way related to the performance ofthis Agreement, but only to the extent ofthe indemnifying party's negligence. For purposes ofthis indemnification only, each party waives its immunity under Washington's Workmen's Compensation Laws and any other employee benefit statutes. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED. 11. INSURANCE The City and District shall maintain comprehensive personal liability and property damage insurance at present levels and scope ofcoverage, provided that each party's insurance shall be sufficient to cover the indemnification ofthis Agreement. A party, upon request, shall provide the other party with a certificate ofinsurance. 12. TERM This Agreement shall be effective, and the District shall commence to operate the CPS, on the date that this Agreement is executed by the parties, and shall continue in 5

6 effect until December 31, The parties may renew this contract by mutual written agreement upon such terms and conditions as the parties may later agree. 13. DISPUTE RESOLUTION Any dispute under or in connection with this Agreement may, upon the mutual agreement ofthe parties, be submitted for resolution by mediation. Disputes not resolved in such manner shall be resolved in Superior Court for Snohomish County, Washington. 14. MISCELLANEOUS A. Entire Agreement. This Agreement, together with all attachments, sets forth the entire agreement of the parties regarding operation of the CPSI. B. Interpretation. The headings used herein are for convenience ofreference only and shall not affect the meaning or interpretation ofthis Agreement. C. No Third Party Beneficiaries. Except as expressly set forth in this Agreement, none ofthe provisions ofthis Agreement shall inure to the benefit ofor be enforceable by any third party. D. Waivers. Any waiver at anytime by a party ofits right with respect to a default under this Agreement, or with respect to any other matter arising in connection therewith, shall not be deemed a waiver with respect to any subsequent default or matter. Eitherparty may waive any notice or agree to accept a shorter notice than specified in this Agreement. Such waiver of notice or acceptance ofshorter notice by a party at any time regarding a notice shall not be considered a waiver with respect to any subsequent notice required under this Agreement. E. Invalid Provision. The invalidity or unenforceability ofany provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as ifsuch invalid or unenforceable provisions were omitted. F. Amendment. No change, amendment or modification ofany provision of this Agreementshall be validunless set forth in a written amendmentto this Agreement signed by both parties. G. Assignment and Subcontracts; Binding Agreement. Neither party may assign this Agreement, or assign or subcontract all or any part ofsuch party's rights or obligations under this Agreement, without the prior written consent ofthe other party, which consent shall not be unreasonably 6

7 .~,0., c withheld. Without in any way limiting the foregoing, this Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto and their respective successors and permitted assigns. H. Construction. No provision ofthe Agreement shall be construed in favor of or against either ofthe parties by reason ofthe extent to which any such party or its counsel participated in the drafting thereof or by reason ofthe extent to which suchprovision or any otherprovision orprovisions ofthis Agreement is or are inconsistent with any prior draft thereof. DATEDthis dfth. dayof~ CITY OF EVERETT Ray~-- anager ATTEST: 0~ hs4lfh, kz. APPROVED AS TO FORM: ~A~m~ 7