Loading...
HomeMy WebLinkAboutMWMC Agenda Packet   ____________________________________________________________________________________________________ AGENDA IV ______________________________________________________________________________ AGENDA V Digital Signature: Digital Signature: Digital Signature: Attachment 1 - Resolution 22-08 Page 2 of 2 M E M O R A N D U M AGENDA VI • • • • • • Description Proposed Carryforward Admin Building Improvements 872,277$ Aeration Basin Improvements study 188,090 Biogas/Renewable Energy (RNG)946,291 Class A Disinfection Facilities 1,582,477 Comprehensive Facility Plan Update 436,422 Glenwood Pump station upgrades 205,315 Poplar Harvesting (65,337) Recycled Water Demonstration 24,121 Resiliency Follow-Up 222,775 4,412,432$ • • • Description Proposed Carryforward Process Controls Upgrade, BMF 244,796$ Irvington Pump Station VFDs 7,784 Cathodic Protection Rebuild, Plant 80,000 Transformers #1-2 Rebuild, Plant 55,000 Cargo Van 1T, w/Upfits 84,000 File Servers (cesrv300,301)15,000 Pickup Truck 4WD w/Utility Upfits 100,000 Power Broom Attachment for CAT/Tool Carrier 40,000 ATV/Kubota 20,000 Auger Float, Mulcher Attachment for CAT 586C 10,000 Subtotal Equipment Replacement Carryover 656,580 Process Controls Upgrade, BMF 470,000 Total Equipment Replacement Carryover and New Money 1,126,580$ Description Proposed Carryforward Grit Channels X-Joints and Concrete 105,000$ Description Proposed Carryforward Pipe Repair Kits, Resiliency Preparedness 100,000$ • • • • Capital Reserve (10,295,356)$ Equipment Replacement Reserve 65,061 SDC Improvement Reserve 994,926 SDC Reimbursement Reserve (42,362) (9,277,731)$ Attachment 1 - Resolution 22-09 Page 1 of 2 Attachment 1 - Resolution 22-09 Page 2 of 2 Attachment A – Summary of Changes FY 2022-23 MWMC - Supplemental Budget #1 Summary CAPITAL OPERATING TOTAL BEG CASH ADJUSTMENT 6,466,281$ 1,419,362$ 7,885,643$ REQUESTED CARRYFORWARDS (5,274,012) (29,800) (5,303,812) NEW SPENDING REQUESTS (10,470,000) (70,200) (10,540,200) NET CHANGE TO RESERVES (9,277,731)$ 1,319,362$ (7,958,369)$ Capital Reserve (10,295,356)$ Equipment Replacement Reserve 65,061 SDC Improvement Reserve 994,926 SDC Reimbursement Reserve (42,362) (9,277,731)$ Attachment A Page 1 of 1 ______________________________________________________________________________ • • • • • • AGENDA VII Attachment 1 - Resolution 22-10 Digital Signature: Digital Signature: Digital Signature: Attachment 1 - Resolution 22 -10 {00025691:2} Second Restated Legal Services Agreement- pg. 1 (1051203) SECOND RESTATED LEGAL SERVICES AGREEMENT This Second Restated Legal Services Agreement (the “Agreement”) is made and entered into as of October 1, 2022 (the “Effective Date”) by and among the Metropolitan Wastewater Management Commission (“MWMC” or “Client”), City of Springfield (“City”), and Thorp, Purdy, Jewett, Urness and Wilkinson, P.C. (“Attorney”). Recitals A. Due to MWMC’s origin and the nature of its operations, MWMC requires specialized legal services to facilitate the fulfillment of MWMC’s responsibilities under the February 1977 Intergovernmental Agreement that created MWMC, as amended (the “IGA”). B. Prior to 1983, MWMC contracted for legal services directly with Attorney. Since 1983, Attorney has provided legal services to MWMC pursuant to a contract between City and Attorney. C. Attorney represents, and its ethical obligations run to, the MWMC. City is a party to this Agreement to fulfill its obligation under the IGA to provide administrative services to the MWMC; City is not a client of Attorney’s for the purposes stated in this Agreement. D. Attorney’s services are procured according to MWMC policies and payment for Attorney’s services derive from MWMC funds. E. The parties have entered into this Agreement to provide for the specialized legal services currently needed by MWMC. Agreement NOW, THEREFORE, the recitals above being incorporated herein, the parties agree as follows: 1. Scope of Legal Services. Attorney shall provide legal advice and related services for the benefit of MWMC in the following areas: 1.1. Water Quality Policy and Rule Making. Attorney will provide advice and counsel related to proposed water quality standards, interpreting, and applying the Federal Clean Water Act, the Oregon Administrative Rules and the Oregon Revised Statues, as they relate to the management of the regional wastewater system. 1.2. NPDES Permit. MWMC has a National Pollution Discharge Elimination System (“NPDES”) discharge permit for its Water Pollution Control Facility (“WPCF”) which is administered by the Oregon Department of Environmental Quality (“DEQ”) on behalf of the EPA. Attorney will represent MWMC with respect to the interpretation, renewal, and enforcement of the NPDES permit. Attachment 2 Page 1 of 4 {00025691:2} Second Restated Legal Services Agreement- pg. 2 (1051203) 1.3. Pretreatment. Pursuant to EPA regulations and the NPDES permit for the WPCF, MWMC is required to have a pretreatment program to monitor and regulate discharges by local industrial users to the regional wastewater system in order to prevent interference, pass-through and contamination of MWMC's biosolids. Attorney will provide advice and counsel related to the implementation, periodic revision, interpretation, and enforcement of MWMC's pretreatment program. 1.4. Biosolids Management Facilities. MWMC's biosolids are governed by state and federal regulations administered by DEQ. Attorney will advise MWMC with respect to the regulations governing the disposition of biosolids as well as the management, expansion and other issues related to MWMC's biosolids management facilities. 1.5. User Charges. The operation, maintenance and replacement costs incurred by MWMC are largely funded with user charges and System's Development Charges (SDC's) imposed pursuant to MWMC's User Charge System. Attorney will advise MWMC regarding the User Charge System and associated implementation, interpretation, revision, and enforcement. 1.6. Property Management Agreements. The MWMC holds a number of property leases. Attorney will advise MWMC with respect to the proper implementation, interpretation, and enforcement of such contracts. 1.7. Property Disposition. Periodically portions of MWMC property become obsolete or otherwise become surplus. Attorney will advise MWMC with respect to the proper disposition of such property. 1.8. Local Bond Funds. MWMC's property was acquired in part with proceeds from the issuance of general obligation bonds and revenue bonds. From time-to-time Attorney will advise MWMC about issues related thereto or represent MWMC in consultations with MWMC's official bond counsel. 1.9. Construction, Consulting and Products/Services. MWMC routinely enters into contracts for the modification, replacement or expansion of Regional Wastewater Facilities, the design thereof, or for other professional advice related to the performance of MWMC's functions. Attorney will represent MWMC with respect to such matters and ensure that MWMC's procurement policies are periodically updated and remain consistent with the Oregon Administrative Rules (OAR). 1.10. Risk Management. MWMC’s operations often raise risk management issues. Attorney will consult with MWMC and its risk management professionals with respect thereto. Attachment 2 Page 2 of 4 {00025691:2} Second Restated Legal Services Agreement- pg. 3 (1051203) 1.11. Litigation. MWMC from time to time may be involved in a legal dispute. As directed by the MWMC Executive Officer, Attorney will provide legal services for MWMC with respect to litigation, arbitration, mediation, or similar disputed matters. 2. Intergovernmental and Other Miscellaneous Issues. MWMC is an intergovernmental agency, which operates pursuant to ORS Chapter 190, the IGA, MWMC's bylaws and other statutes and rules governing MWMC's operations. Attorney will advise MWMC with respect to the operation of MWMC's affairs and in any other areas as requested by MWMC's Executive Officer or designated staff. 3. Charges for Legal Services. Attorney will perform services under this Agreement at rates which are twenty percent (20%) below Attorney's standard hourly rates for legal services in effect at the time of billing. Attorney will also charge for direct expenses incurred by Attorney in performing services under this Agreement in accordance with Attorney's standard expense reimburse rates in effect at the time of billing. Attorney will provide a rate sheet, showing their standard rates and the applied discount, to the MWMC at least annually. 4. Manner of Payment. Payment shall be made to Attorney by City on a monthly basis within thirty (30) days after the receipt of Attorney's invoice for services rendered and expenses incurred during the preceding month. The invoice shall include an itemized statement setting forth the services rendered and the charges therefor. City may seek clarification of any invoice. Payment shall not be due thereon until 10 days after City receives such clarification. 5. Term. The initial term of this Agreement shall be for five years ending September 30, 2027. Thereafter, the Agreement shall automatically renew on a year-to-year basis for up to five (5), one (1) year terms, unless either party gives written notice to the other of its intent to not renew at least thirty (30) days before the next renewal date. 6. Performance. On an annual basis, Attorney will meet with the MWMC Executive Officer to review the Attorney's work performance. Subsequent renewals of the Agreement will be contingent on the Attorney receiving a satisfactory performance review. 7. MWMC Budget Limit. The cumulative charges for legal services in any year shall not exceed the MWMC approved budget for legal services unless otherwise authorized by the MWMC's Executive Officer. 8. Conflicts Resolution. The parties recognize that Attorney, from time-to- time, represents clients, including MWMC, when they have interests adverse to City. The parties express their opinion that Attorney should be able to continue to do so unless such representation would bring Attorney into direct contact and dealing in an adversary relationship with City employees who regularly perform administrative support services for MWMC. 9. Termination. Only the MWMC governing body has authority to terminate this Agreement on behalf of Client, unless such authority has been expressly delegated by the MWMC governing body. Attachment 2 Page 3 of 4 {00025691:2} Second Restated Legal Services Agreement- pg. 4 (1051203) 9.1. Termination For Convenience. Subject to Section 9, MWMC or Attorney may terminate this Agreement, on ninety (90) days’ advance written notice to the other party, for any reason. 9.2. Termination for Default. Subject to Section 9, MWMC or Attorney may terminate this Agreement in the event of a material breach by the other party that is not timely cured. Before termination under this Section 9.2 is permitted, the party seeking termination shall give the other party written notice of the nature of the alleged breach, its intent to terminate, and provide fifteen (15) calendar days with which to cure the breach or commence a cure. If the breach is not cured, or a cure commenced, within fifteen (15) days, the party seeking termination may immediately terminate this Agreement by providing written notice to the other party. 10. Standard Terms and Conditions. Attorney shall comply with the MWMC Standard Terms and Conditions, which are attached hereto and incorporated herein as Exhibit A. 11. Replacement of Existing Contract. This Agreement replaces and supersedes the existing First Restated Legal Services Agreement, which became effective January 6, 2014. METROPOLITAN THORP, PURDY, JEWETT WASTEWATER MANAGEMENT URNESS & WILKINSON, P.C. COMMISSION By: _________________________ By: _______________________ Matt Stouder, Executive Officer Kristin Denmark, Vice President Date: ________________________ Date: ______________________ CITY OF SPRINGFIELD By: _________________________ Nancy Newton, City Manager Date: ________________________ Attachment 2 Page 4 of 4 Exhibit A MWMC Standard Terms and Conditions These MWMC Standard Terms and Conditions are attached to and made a part of the Second Restated Legal Services Agreement between the Metropolitan Wastewater Management Commission (“MWMC” or “Client”), City of Springfield (“City”) and Thorp, Purdy, Jewett, Urness & Wilkinson, P.C. (“Contractor”) (the “Agreement”). Notwithstanding any other term, if any terms of these MWMC Standard Terms and Conditions are inconsistent with any terms of the Agreement, the terms set forth in the Agreement shall govern. 1. Status. While performing the work under this Agreement (the “Work”), Contractor is at all times acting and performing as an independent contractor and not as an employee, officer, or agent of MWMC, as those terms are used or defined in ORS 30.260 and 30.265. No agent, employee, officer, or servant of Contractor is an employee, agent, officer, or servant of MWMC. MWMC is interested only in the results obtained under this Agreement; the manner and means of conducting the Work are under the sole control of Contractor. However, the Work must meet the approval of MWMC and is subject to the MWMC’s general right of inspection and supervision to secure satisfactory performance of the Work. 2. Reimbursement of Expenses. [Intentionally Omitted, See Section 3 of Agreement] 3. Equipment, Tools, Materials or Supplies. Contractor shall supply necessary materials, equipment, tools and supplies to accomplish the Work. 4. No Authority to Bind MWMC. Unless expressly delegated in writing by the MWMC Executive Officer, or designee, Contractor has no authority to enter into contracts on behalf of MWMC, its officers, agents and/or employees. This Agreement does not create a partnership or any other relationship other than a contractual owner and Contractor relationship between the parties. 5. Indemnification, Defense and Hold Harmless. [Intentionally Omitted] 6. Dispute Resolution. [Intentionally Omitted] 7. Attorney Fees. [Intentionally Omitted] 8. Insurance. The Contractor shall provide insurance coverage and limits as described below. The insurance carried by the Contractor and required by Sections 8(b) and (c) must be primary to and non-contributory with any insurance carried by MWMC or self- insurance of MWMC. a. Workers’ Compensation Insurance. No Workers’ Compensation Insurance has been or will be obtained by MWMC for Contractor or Contractor’s employees. Contractor shall provide coverage for its employees, officers, agents, or partners including employers’ liability with limits not less than $500,000/ $500,000/ $500,000 and provide MWMC with evidence of such coverage or verification of their election not to be covered pursuant to ORS 656.027(7) (Sole Proprietors Exception). In the event Contractor elects to not be covered pursuant to ORS 656.027(7), Contractor assumes full responsibility for any liability and exposure under the law relating to Workers’ Compensation Attachment 3 Page 1 of 6 because of any performance of services under this Agreement and will indemnify, defend and hold MWMC and all its directors, officers, principals, agents, employees and affiliates harmless from any liability associated with work related accidents that occur. b. Commercial General Liability Insurance. Contractor shall at all times carry a Commercial General Liability insurance policy for at least $2,000,000 combined single limit per occurrence and at least $4,000,000 in the aggregate for Bodily Injury, Property Damage, and Personal Injury. The Contractor shall include as additional insureds under the above commercial general liability policy or policies MWMC, and its directors, officers, principals, agents and employees by Endorsements CG2010 0704 and CG2037 0704 or the equivalent to the above policy or policies, but only with respect to the services provided under the Agreement. The additional insured status must be continued for at least 12 consecutive calendar months after the contract term ends or is terminated. Such insurance shall include “cross-liability” coverage as provided under standard ISO Forms “Separation of Insured” clause. c. Automobile Liability Insurance. Contractor shall at all times carry Automobile Liability Insurance in the amount of $2,000,000 combined single limit per accident for bodily injury and property damage covering the ownership, maintenance or use of any motor vehicle. This insurance is required if Contractor transports MWMC property or employees, or if use of a vehicle is integral to the performance of the Agreement. d. Professional Liability/Errors and Omissions Insurance. The Contractor shall carry Professional Liability insurance with limits of not less than $2,000,000 and provide MWMC with evidence of such coverage. The policy may be written on a “claims made” form. Contractor shall maintain the professional liability insurance coverage for at least one year after the completion of the Work. e. Extended Reporting Coverage (“Tail Coverage”). [Intentionally Omitted] f. Maximum Deductible/Self-Retention. Any deductible or self-retention must be disclosed on the certificate of insurance and no deductible or retention may exceed $25,000 without the prior written consent of MWMC. g. Insurance Certificates. Contractor shall deliver to MWMC, prior to the Effective Date, a certificate of insurance or the actual insurance policy/policies evidencing all policies required by this Agreement. Either the certificates of insurance or the policies shall contain the promise of the insurer to give MWMC written notice at least thirty (30) calendar days prior to the effective date of any lapse, cancellation, non-renewal or material reduction in any of the required coverages. In the event the insurer cannot or will not provide such written notice to MWMC, Contractor has an affirmative duty to provide the notice of lapse, cancellation, and non-renewal or material reduction to MWMC within 24 hours of the Contractor receiving such notice itself. MWMC has the right to reject any certificate and/or policy if MWMC in its sole discretion determines that either the coverage or the insurance company is unacceptable. Evidence of continuous coverage is required, including renewal certificates for any policies that renew during the project. Attachment 3 Page 2 of 6 h. Subcontractor Insurance. [Intentionally Omitted] l. Primary Coverage. Insurance carried by the Contractor and required by Sections 8(b) and (c) of this Agreement must be primary to and non-contributory with any insurance carried by the MWMC or self-insurance of the MWMC. Any insurance held by the MWMC is excess and solely for damages or losses for which MWMC is responsible. 9. Termination. [Intentionally Omitted; See Section 9 of Agreement] 10. Federal Employment Status. In the event payment made pursuant to this Agreement is to be charged against federal funds, Contractor certifies that it is not currently barred from working on federally funded projects nor is it employed by the federal government. Furthermore, the amount charged does not exceed Contractor’s normal charge for the type of services provided. 11. Notice To Contractor Regarding Its Tax Duties And Liabilities. Neither federal, nor state, nor local income tax nor payroll tax of any kind will be withheld or paid by MWMC on behalf of Contractor or the employees of Contractor. Contractor understands that it is responsible to pay, according to law, all of Contractor’s taxes regardless of type. If Contractor is not a corporation, Contractor further understands that it may be liable for self-employment (Social Security) tax, to be paid by Contractor according to law. 12. Miscellaneous. a. Assignment. Contractor shall not assign, sell, transfer, or delegate responsibilities under this Agreement, in whole or in part, without the prior written approval of the MWMC. No such written approval relieves Contractor of any obligations under this Agreement. Contractor remains liable as between the original parties to the Agreement as if no such assignment had occurred. b. Successors In Interest. The provisions of this Agreement are binding upon and inure to the benefit of the parties to the Agreement and their respective successors and assigns. c. Compliance With All Government Regulations. Contractor shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the Work. Failure to comply with such requirements constitutes a breach of this Agreement and is grounds for termination of this Agreement. Damages or costs resulting from noncompliance are the sole responsibility of Contractor. d. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provision are not affected; and the rights and obligations of the parties are construed and enforced as if the Agreement did not contain the particular provision held to be invalid. e. Access to Records. Contractor shall permit MWMC and its duly authorized representatives access to books, documents, papers and records of Contractor that are related to this Agreement for the purpose of making audits, examinations, excerpts and transcripts. Contractor shall maintain the records Attachment 3 Page 3 of 6 and make them available to MWMC until a date that is not less than ten (10) years after the date a project matter is completed. f. Waiver. Failure of MWMC to enforce any provision of this Agreement does not constitute a waiver or relinquishment by MWMC of the right to such performance in the future nor of the right to enforce any other provision of this Agreement. g. Amendments. The terms of this Agreement may not be waived, altered, modified, supplemented or amended in any manner whatsoever, except upon written amendment approved by MWMC. h. Nondiscrimination. Contractor shall comply with all applicable requirements of federal, state and local civil rights and rehabilitation statutes, rules and regulations. i. Dual Payment. [Intentionally Omitted] j. Remedies. The rights and remedies provided in Section 9 of the Agreement (Termination) are not exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. Termination of this Agreement pursuant to Section 9 of the Agreement is without prejudice to any obligations or liabilities of either party already accrued prior to such termination. k. Governing Law. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement. 13. Notice. Whenever it is necessary to give notice to a party under this Agreement, the notice is effective when the party either (a) delivers the notice personally, (b) sends it by facsimile transmission (including email or other project-adopted means of electronic communication), or (c) sends it via U.S. Mail or parcel delivery service, shipping prepaid, and addressed to the other at: Contractor: Kristin Denmark Thorp, Purdy, Jewett, Urness & Wilkinson, P.C. 1011 Harlow Rd., Ste. 300 Springfield, OR 97477 Phone: 541-747-3354 MWMC Matt Stouder and City of Springfield City: 225 Fifth St. Springfield, OR 97477 Phone: 541-726-1006 14. Terms Required by Oregon Law (Working Conditions). a. Pursuant to ORS 279B.220, Contractor shall: i. Make payment promptly, as due, to all persons supplying Contractor with labor or material for the prosecution of the Work. Attachment 3 Page 4 of 6 ii. Pay all contributions or amounts due the Industrial Accident Fund from Contractor incurred in the performance of the Work. iii. Not permit any lien or claim to be filed or prosecuted against MWMC on account of any labor, equipment, supplies and/or material furnished. In the event a lien is filed, then Contractor shall remove the lien within five (5) business days either by sufficient payment to the lien claimant or by “bonding off” the lien. iv. Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. b. Pursuant to ORS 279B.230, Contractor shall: i. Promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of Contractor, of all sums that Contractor agrees to pay for such services and all monies and sums that Contractor collected or deducted from the wages of employees pursuant to law, contract or agreement for the purpose of providing or paying for such service. ii. Comply with ORS 656.017 or be exempt under ORS 656.126. c. Pursuant to ORS 279B.325, unless exempt by ORS 279B.325 (3) to (6): i. Contractor may not employ an employee for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires otherwise, and in such cases, except in cases of contracts for personal services as designated in ORS 279A.055, Contractor shall pay the employee at least time and a half pay for: a. All overtime in excess of eight hours in any one day or 40 hours in any one week if the work week is five consecutive days, Monday through Friday; or b. All overtime in excess of 10 hours in any one day or 40 hours in any one week if the work week is four consecutive days, Monday through Friday; and c. All Work the employee performs on Saturday and on any legal holiday specified in ORS 279B.020. ii. Contractor shall comply with the prohibition set forth in ORS 652.220, that compliance is a material element of the Agreement and that a failure to comply is a breach that entitles MWMC to terminate this Agreement for cause. iii. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits or other compensation with another employee or another person. Attachment 3 Page 5 of 6 iv. Contractor shall give notice in writing to employees who work on a public contract either at the time of hire or before commencement of Work on this Agreement, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. 15. Survival. Sections 5, 7, 8, 12 and this Section 15, and any provision that by its nature survives termination, shall survive termination of this Agreement. Attachment 3 Page 6 of 6 ____________________________________________________________________________________________________ AGENDA VIII • • • • •