HomeMy WebLinkAbout2015-03-31sewer agreement - los altos -Amendment #2ORIGINAL
SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF LOS
ALTOS AND THE TOWN OF LOS ALTOS HILLS FOR TRANSPORTATION,
TREATMENT AND DISPOSAL OF SEWAGE
THIS SECOND AMENDMENT is made and entered into on this 31st day of March
2015, by and between the City of Los Altos (" QTY") and the Town of Los Altos Hills
("TOWN").
RECITALS:
WHEREAS, on January 26, 2007, CITY and TOWN entered into an agreement entitled
"Agreement Between the City of Los Altos and The Town of Los Altos Hills for
Transportation, Treatment and Disposal of Sewage" ("Sewage Agreement"); and
WHEREAS, on July 1, 2007, CITY and TOWN entered into an amendment to the
Sewage Agreement which clarified the ownership of sewer mains south of Summerhill Avenue;
and
WHEREAS, the Sewage Agreement provides that "Town flow shall be measured
continuously at flow meter stations where Town sewage flow enters City's collection system";
and
WHEREAS, the Sewage Agreement provides that the Citywill design, construct and
maintain the flow meters and the Town will fund the costs of design, construction, operation
and maintenance of the flow meters; and
WHEREAS, City and Town entered into an agreement for the installation of sanitary
sewer meters ("Installation Agreement") on November 3, 2008 which outlined in greater detail
the terms governing the design, construction, installation and operation of the sewer meters; and
WHEREAS, pursuant to the terms of the Installation Agreement and the Sewage
Agreement, the City constructed and the Town funded the installation of five sewer meters at @
Eastbrook Avenue/Westbrook Ave (ii) Putter Way/Niblick Ave (iii) O'Keefe Lane at El Monte
(iv) Summerhill Avenue at Magdalena Avenue (v) Edith Ave at City Limits; and
WHEREAS, Section III of the Installation Agreement provides that the Installation
Agreement may be terminated by either party at anytime upon giving the other party thirty (30)
days written notice of intent to do so; and
WHEREAS, the Town paid the City $134,000 for the design, construction and
installation of the sewer meters; and
WHEREAS, the meters were installed in 2009 and they have never functioned properly;
and
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WHEREAS, under the Town and the City's previous sewage agreement, dated March
26, 1985 and amended June 24, 1993 ("Previous Agreement"), the Town was limited to 1,100
" capacity units," which was defined as the total flow generated from each single family
residential connection, which was 300 gallons per day; and
WHEREAS, the Town and the City have abandoned the sewer meters and have been
calculating the flow of sewage by multiplying 300 gallons per day bythe number of properties
connected to sewer lines ultimately discharging into the Cit/s sewer system; and
WHEREAS, the Town and the City have agreed to continue calculating the flow of
sewage by multiplying 300 gallons per day by the number of properties connected to sewer lines
ultimately discharging into the City's sewer system and desire to formalize this agreement in this
Second Amendment; and
WHEREAS, the City has agreed to repair any damage to the sewer lines that may have
resulted from the installation of the sewer meters; and
WHEREAS, the City has agreed to reimburse the Town for 50% of the costs of the
design, construction and installation and to return all of any unused portion of the funds; and
WHEREAS, the total sum of the Town's reimbursement will be approximately $77,000
(with such number being subject to final confirmation of total project costs as determined by
the TOWN's engineer and CTY's engineer); and
WHEREAS, the City and Town have agreed that the Citywill reimburse the Town in
the form of two equal credit payments applied to Cost of Operation and Maintenance per
Section 8(a) of the Sewage Agreement over a one year period.
NOW, THEREFORE, in consideration of this Second Amendment, the mutual
promises, covenants, and stipulations herein contained, the parties hereto agree to terminate the
Installation Agreement and to amend the Sewage Agreement as follows:
SECOND AMENDMENT
The following sections of the Sewage Agreement are hereby amended to read as follows, with
additions in italics and deletions in stAethrough text:
Revision to Recital Paragraph F
The parties now desire, pursuant to the terms and conditions set forth in this Agreement, to
alter their relationship to an arrangement wherebythe TOWN is entitled to discharge 339,900
gallons per day, as calculated by multiplying 300 gallons per day by the number ofproperties connected to sewer
lines ultimately dischargingmeasured by to be instaRed rt wmetei�s-,-into the CITY's sewer system
(notwithstanding the number of capacity rights previously issued either by the TOWN or the
QTY) and whereby the TOWN will allocate capacity rights and sewer connections among the
residents and property owners in the Town. The TOWN's entitlement to discharge 339,900
gallons per day, as calculated by multiplying 300,gallons per day by the number of properties connected to sewer
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lines ultimately discharging into the City's sewer ystem shall be reviewed by the Town and City within oneyear of
the approval of the Second Amendment to determine whether this calculation is accurate andl or requires an
adjustment.
2. Revision to Section 1(a); Addition of Section 1(d); Addition of Section 1(e
Effect of Agreement; Term; Reimbursement; Termination nation of Installation Agreement
(a) The Previous Agreement had limited the amount of flow from the TOWN by
limiting the number of capacity units available. This agreement instead allocates a certain
amount of flow to the Town, which will be calculated by multiplying 300gallons per day by the number of
properties connected to sewer lines ultimately discharging into the City's sewer ystem ,oasure t,y e be
mnv.r. i .+ sees
�+
(d) Under this agreement, CITY agrees to reimburse TOWIN approximately [77,000] [with
such number being subject to final confirmation of total pr ject costs as determined by the TO WW's engineer and
CITY's engineer/ for 50% of the costs of design, construction and installation of the sewer meters and all of any
unused portion of the TOWIN's funds. Further, CITY agrees to repair, at its own expense, any damage to the
sewer lines caused by the removal of the sewer meters. The CITY will reimburse the TO WIN in the form of two
equal credit payments applied to the Cost of Operation and Maintenance per Section 8(a) of this agreement over a
oneyearperiod from the date of execution of the Second Amendment to this agreement.
(e) CITY and TOW/7V agree to terminate the Installation Agreement and that execution of the
Second Amendment constitutes sufcient notice to terminate pursuant to Section III(l) of the Installation
Agreement. Section II(7) of the Installation Agreement shall survive the termination of the Installation
Agreement for a period of fouryears.
3. Revisions to Section 4(a), 4(d). 4(e), and 4
(a) Maximum Allowable Volumes of Discharge TOWN shall be allowed 339,900 gallons per
day total flow ("the Maximum Daily Flow"), or 124.06 million gallons per year ("the Maximum
Annual Flow"), as calculated by multplying 300 gallons per day by the number of properties in the LOS
ALTOS BASIN connected to sewer lines ultimately discharging into the City's sewer ystem for the Maximum
Daily Flow and by multiplying 300 gallons per day by the number of properties in the LOS ALTOS BASIN
connected to sewer lines ultimately discharging into the City's sewer system multiplied by the number of days in a
year for the Maximum Annual Flow measured 1-.y the eembinatien ef it flew raeten in the LOS
AT 0S B A CTTT excepting the flew +en installed by the CITY to meas Rye flow from Foothill
College. This total flow amount is inclusive of base sanitary flow, groundwater infiltration, and
rainfall dependent infiltration and inflow. When the sewage flow from the LOS ALTOS BASIN
reaches eightypercent (80%) of the allowable maximum volume of discharge, TOWN agrees to
notify QTY and to perform an engineering study (Master Plan) to address future capacity needs,
which shall include implementation systems to meet the future capacity needs. TOWN and
CITY shall agree upon the scope of work for the engineering study (Master Plan) prior to
beginning the study.
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(d) TOWN Limitation on Sewer Connection and/or Sewer Connection Permits if Maximum
Allowable Flow is Exceeded If TOWN shall not allow sewer connections and/ or sewer connection permits
in numbers that would cause exeeeds (a) the Maximum Daily Flow, or of ffly da1 11 11y dul. g a non
Flow to be exceeded.,,TOWN wffl :..,.,,.,.,odiat �
than er equa to the Aew4bleflew. If TOTVN allows sewer connections and/or sewer
connection permits in numbers that cause the Maximum Daily Flow or Maximum Annual Flow to be exceeded,
0 7:� +l,o TR Tl '1 �1 T�
then CITY ma assess Financialpenalties for e?we_ u_b the xd � �� a4 .. „1 l�imuluulu
AnntW Flew is exeeeded.
(e) Financial Penalty for Exceeding Maximum Allowable Volume of Flow If TOWN
allows new connections to the sewer system and/or issues sewer connection permits in numbers
that cause the duti g the peiied it whieh the Maximum Daily Flow or Maximum Annual Flow to
be exceeded is exeeedea, TOWN will pay a fine as outlined in the table below, and 100% of actual
costs associated with exceeding capacity including, but not limited to, additional treatment costs,
entire cost of upsizing mains, entire cost of fines and/or penalties from the PARWQCP,
including any fines and/or penalties from any state or federal agencies, and notwithstanding
paragraph 12, TOWN shall be responsible for indemnifying, defending and holding harmless
QTY for claims arising from overflows caused by TOWN's excessive sewage discharge.
Penalties will begin accruing from the date that the Maximum Daily Flow or Maximum Annual
Flow is exceeded and will cease when the flow volume is less than or equal to the Maximum
Daily Flow or Maximum Annual Flow.
Days of Exceeding Max. Allowable Flow
Daily Financial Penalty
0-90 days
Double the cost of sewage treatment' per day
90-180 days
Four times the cost of sewage treatment' per
day
More than 180 days
Eight times the cost of sewage treatment' per
day
Note 1. Cost of sewage treatment per daywill be the total of sewage treatment costs for
the preceding six months divided by 182.5 days
If the Town exceeds its maximum allowable flow volume a1any-, dining the first s
months from the time that flow metei: data is a-,,:ailable from the and the Town
corrects the flow violation within six (6) months from the time the violation is discovered, then the City will
mow thew v mm to cerreet the flewvielatien waive any financial penalties accrued during
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this period. Financial penalties will be imposed if necessary following the initial six month
period when the violation is discovered that the Llll. 1
(g) Cost of Sewage Treatment QTY shall bill TOWN for the actual costs of treatment of
TOWN flow based upon calculated flow, i.e. multiplying 300 gallonsper day by the number of properties
connected to sewer lines aLltimately discharging into the City's sewer ystem meas tffed fl„ fr-em 1111. Lt
L.1*
:stations ("TOWN Costs of Treatment"). Actual costs of treatment shall include all costs that
PARWQCP bills CITY including, but not limited to plant operations and maintenance, minor
and major capital improvements, source control program, public outreach, permitting and
enforcement, and bond debt service ("Total Costs of Treatment"). TOWN Costs of Treatment
shall be determined bythe following formula based on the billing period:
TOWN Cost of Treatment = (TOWN flow/Total flow of QTY and TOWN at master meter)
multiplied by (Total Cost of Treatment based on PARWCQP billings)
4. Revision to Section 6
Meas„ ement Calculation of Volume of Town Flow. TOWN Flow shall be calculated by multiplying
300 gallons per day by the number of properties connected to sewer lines ultimately discharging into the CITY's
sewer ystem. meas i e eenti�LW (AL flew 111
lr tmeter stations where TCAV s�
, �gflow flo n
r_ 4Ys elleetien s)ffitem
design,eenstnaet,
opeme and maintain flew metering statieias at the
f„t1, w ng l nt.„nn.
i6 eLI 4kv
emie,/WestbreekAveniue
Ptae . W /Nibl' 1�z l t T 2 on
�5
O'Keefe Lane t EI A a t Read,
t
c,LLL lllil11111xhi Avenue t Magdalena Avenue,
�
(vEdith AY ei+uL. at Cit — s,
011
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CITY •
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CS�I.:L��'IRri\:li���AROI J\I�� �Ril�l l:�'1'L! • '1'%�'t\)�CS�\R /Rnl�� J\RR711 �O:\ J<�S +\ �:U
5. Revision to Section 7(b)
(b) Maximum TOWN Flow in Joint Use Mains If the capacity of a joint use sewer
main is exceeded as a result the flow contribution from TOWN, TOWN will be responsible for
100% of costs of increasing the size of the joint use main to accommodate the current and
future projected flow from TOWN TOWN flow will be determined by calculating the flow by
multiplying 300 gallonsper clay hy the number of u
Pstreampropenies connected to sewer liner ultimately
discharging into the City's gstem b +i,
meter(s). Maximum allowable TOWN flow will be determined by calculating the maximum flow
capacity of the main and subtracting the calculated maximum future QTY flow, including
peaking factor based on General Plan projects for QTY "build out" (as of the Effective Date)
at and upstream of the problem area. TOWN shall hold QTY harmless for all claims and local,
state, and federal regulatory penalties arising from any sanitary sewer overflow resulting from
TOWN's flow exceeding the capacity of the joint use main.
6. Revision to Section 8(a); 8(d)(i) 8(d)( W
(a) _Cost of Operation and Maintenance of QTY Owned Facilities When all flew
ffi and parallel mains, required to be installed bySeeti im 6 Ta, become
operational, operation and maintenance costs for the collection system within CITY that carries
sewage from CITY and TOWN i:r,.1,,ding flew meter shall be invoiced on a biannual
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basis for remittance by TOWN. The amount invoiced shall be equal to fiftypercent
(50%) of TOWN Costs of Treatment (as determined pursuant to Section 4 e g above) during the
billing period. CITY shall have the right to renegotiate or terminate the agreement if QTY's
operating costs exceed 50% of TOWN Costs of Treatment. Prior to all flew meter stations �
parallel mains, required to be installed by Seetions G.a ,r a 7.a, become operational, CITY shall
bill TOWN for operation and maintenance of CITY -owned facilities pursuant to the Previous
Agreement.
(d) Capital Improvements Capital Improvements are defined as repair or
construction work on sewer mains, manholes, or lift stations that are equal to or greater than
$10,000 in cost.
@ QTY shall be responsible for design and construction for all capital
improvements for Joint -Use Mains within CITY's sewer system, TOWN's cost share for
improvements will be based on the proportion of meter- calculated flow of TOWN contribution
as determined by multiplying 300 gallons per day by the number of the nearest upstream m
properties of TOWN contributing flow to the sewer main and the total flow at the downstream
location of the improvement. QTY will be responsible for meas calculating flow imd
TOWN has the
right to participate in the ph�sieal-flow calculation , aeas•,Yor, en and will be provided data from
the flow calculation measures,"*. TOWN's cost share will include direct costs for design,
construction, inspection, and construction administration as well as QTY standard overhead
charges.
(iii) TOWN's share of costs for all capital improvements related to the
PARWQCP will be paid for as part of the TOWN Costs of Treatment as determined in Section
4 g above.
General Provisions of the Second Amendment
The following general provisions shall govern this Second Amendment to the Sewage
Agreement:
A. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
successors and assigns.
B. Except as modified hereby, the terms and provisions of the Sewage Agreement shall remain
unmodified and in full force and effect.
C. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the
Sewage Agreement.
D. In case of any conflict between any term or provision of this Amendment and any term of
provision of the Sewage Agreement, the term or provision of this Amendment shall govern.
E. This Amendment shall be deemed to be made in, and construed in accordance with, the laws of
the State of California. In the event suit is brought by either party hereunder, the Parties agree
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that venue for such action shall be vested in the state courts of California in the Countyof Santa
Clara or in the United States District court in the Northern District of California.
This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which when taken together shall constitute one agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WFIERE OF, this Amendment has been executed as of the date set forth above.
CITY OF LOS ALTOS
A California municipal corporation
APPROVED AS TO CONTENT:
.�Sy✓J 2�livy(� .�
Public Works Director
APPROVED AS TO FORM
AND LEGALITY:
*- kk�
City Attorney
AGREED:
City Manager
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TOWN OF LOS ALTOS HILLS
A California municipal corporation
APPROVED AS TO CONTENT:
Public Works Director
APPROVED AS TO FORM
AND LEGALITY:
See attached signature page
City Attorney
AGREED:
City Manager
IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth above.
CITY OF LOS ALTOS
A California municipal corporation
APPROVED AS TO CONTENT:
Public Works Director
APPROVED AS TO FORM
AND LEGALITY:
City Attorney
AGREED:
City Manager
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TOWN OF LOS ALTOS HILLS
A California municipal corporation
APPROVED AS TO CONTENT:
Public Works Director
APPROVED AS TO FORM
AND LEGALITY:
City Attorney
AGREED:
City Manager