HomeMy WebLinkAboutPinedale Public Utility District_Agreement_12-01-2022LIVVUJIyiI CI IVCIUPU IL/. !r4J4DDG-V'#JU-4IVU'DOyI�-Cli liG:J:J'4l�J VLO
SEWER CLEANING AND INSPECTION AGREEMENT BETWEEN THE CITY OF
FRESNO AND PINEDALE PUBLIC UTILITY DISTRICT
This Agreement is made and entered into effective December 1 , 2022,
(Effective Date) by and between the CITY OF FRESNO, a California municipal corporation
(City), and PINEDALE PUBLIC UTILITY DISTRICT (District), an independent special
district organized and operating under the Public Utility District Act, California Public Utilities
Code section 15501, et. seq. (the Parties).
RECITALS
A. District was formed in 1950 under the Municipal Utility District Act of 1921 to provide
wastewater collection and treatment services to the area west of the Pinedale
community, including territory both within the City of Fresno (City) and in adjacent
unincorporated areas, within and outside of the District's service area, and outside
its sphere of influence.
B. In 1973, the City and District entered into a contract that allowed, among other
things, the District to abandon its wastewater treatment plant and the City to
transport and treat sewage from the District via the "Herndon -Cornelia Interceptor"
and which also facilitated mutual agreement between the District, City, County of
Fresno (County) and the Local Agency Formation Commission (LAFCo) to have the
District provide wastewater collection service to customers outside of its service
area, areas inside the City, and areas within the City's SOL
C. Since 1973 and continuing to the present, jurisdictional boundary overlaps between
the District, City, and unincorporated territory has increased.
D. On July 26, 2022, the District's Board of Directors adopted a resolution directing the
General Manager to follow the procedures necessary for dissolution of the District
and to conclude such efforts as necessary.
E. Upon dissolution, the District intends for the City, as the Chief Sewering Agent
designated by the County of Fresno, to acquire its infrastructure and provide certain
authorized services, including sewer service, to its customers.
F. Prior to negotiating a dissolution and transfer agreement with the District, the City
must conduct due diligence. To that end, the City's Wastewater Management
Division will conduct mainline cleanings and video inspections of the District's sewer
infrastructure to assess its current condition.
G. The Parties now desire to set forth their liability and obligations as it relates to the
performance of this cleaning and inspection work.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are
contractual in nature, the mutual promises herein contained, and for other good and
valuable consideration hereby acknowledged, the Parties mutually agree as follows:
1. Cleaning and Inspection of District's Sewer System. Between December 2022 and
January 2023, the City of Fresno Wastewater Management Division will conduct
mainline cleanings and video inspections of the District's sewer infrastructure. The
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sewer infrastructure to be inspected and cleaned is located within the District's SOI,
as depicted in Exhibit A. Prior to performing the cleaning and inspection work
performed below, City staff will work with District staff to confirm the actual locations
of District infrastructure requiring inspection.
a The planned cleaning and maintenance will consist of the following: lowering a jet
nozzle and hose into an access structure and using controlled water pressure,
propelled up the mainline to the upstream access structure. Operators will
navigate the nozzle back down the mainline, loosening grease, roots, rags, and
debris that has accumulated over time along the way.
2. Reimbursement by District. All work identified in Section 1 to be performed by the
City will be fully reimbursed by the District. Prior to the City commencing any work
contemplated in this Agreement, the Parties will confirm the scope of work to be
performed and the City will provide an estimate of the cost to perform that work.
District agrees to fully reimburse the City for all costs incurred in performing the
agreed upon scope of work.
Within 30 days of completion of the agreed upon scope of work, the City will provide
the District with a final invoice detailing the City's costs. District agrees to pay the
final invoice within 30 days of receipt. The parties agree that the cost of the work
contemplated by this agreement shall not exceed $50,000.
3. Term and Termination. This Agreement shall terminate on the effective date of the
District's dissolution. Consistent with Government section 57202, the effective date
of the District's dissolution will be either the date fixed in the terms and conditions of
LAFCO's resolution, or if an effective date is not set forth in LAFCO's resolution, the
date of recordation made with the county recorder.
4. Indemnification. To the furthest extent allowed by law, the parties agree to indemnify
one another as follows:
a Indemnification of City. District shall indemnify, hold harmless and defend City
and each of its officers, officials, employees, agents and volunteers from any and
all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at
any time and property damage) incurred by the City, District or any other person,
and from any and all claims, demands and actions in law or equity (including
attorney's fees, litigation expenses, and costs to enforce this agreement), arising
or alleged to have arisen directly or indirectly from the negligent or intentional acts
or omissions, or willful misconduct of District or any of its officers, officials,
employees, agents or volunteers in the performance of this Agreement.
b. Indemnification of District. City shall indemnify, hold harmless and defend District
and each of its officers, officials, employees, agents and volunteers from any and
all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at
any time and property damage) incurred by the City, District or any other person,
and from any and all claims, demands and actions in law or equity (including
attorney's fees, litigation expenses, and costs to enforce this agreement), arising
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or alleged to have arisen directly or indirectly from the negligent or intentional acts
or omissions, or willful misconduct of City or any of its officers, officials,
employees, agents or volunteers in the performance of this Agreement.
a Survival. This section shall survive termination or expiration of this Agreement.
5. Insurance. Without limiting the indemnification as stated herein, it is understood and
agreed that District shall maintain all insurance as required in Exhibit B, and City
shall maintain all insurance as required by Exhibit C.
6. Governina Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be Fresno
County, California.
7. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify, or
add to the interpretation or meaning of the provisions of this Agreement.
8. Severability. The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
9. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provisions of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
10. Attorneys Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party in such proceedings or action shall be entitled to recover from the
other party its reasonable attorney's fees and legal expenses.
11. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
12. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within any exhibitor attachment hereto which purport to modify
the allocation of risk between the parties, provided for within the body of this
Agreement, shall be null and void.
13. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in equity.
14. No Third -Party Benefits. The rights, interests, duties, and obligations defined within
this Agreement are intended for the specific parties hereto as identified in the
preamble of this Agreement. Notwithstanding anything stated to the contrary in this
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Agreement, it is not intended that any rights or interests in this Agreement benefit or
flow to the interest of any third parties.
15. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements, either
written or oral. This Agreement may be modified only by written agreement duly
authorized and executed by both the City and District.
16. Notice. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if delivered
personally, transmitted by facsimile followed by telephone confirmation of receipt, or
sent by United States registered or certified mail, with postage prepaid, return receipt
requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address
as the parties may from time to time designate by written notice. Notice served by
United States mail in the manner above described shall be deemed sufficiently
served or given at the time of the mailing thereof.
17. &ndin . Subject to Section 13, above, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each parties'
respective heirs, successors, assigns, transferees, agents, servants, employees,
and representatives.
18. Compliance with Law. The Parties shall at all times comply with all applicable laws
of the United States, the State of California and the City, and with all applicable
regulations promulgated by federal, state, regional, or local administrative and
regulatory agencies, now in force and as they may be enacted, issued, or amended
during the term of this Agreement.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
A Ca ' pAML 4nicipal corporation
By: 11/30/2022
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
RINA M. GONZALES
Interim Q&,A.Vrney
By:
lf� 11/28/2022
Jennifer M. GZuintanilla Date
Senior Deputy City Attorney
ATTEST:
TODD S[T�ERMER, CMC
City�r��;j�3ipnrw by:
'rin q M �bUV 12/1/2022
By: �;-- --, -
Tina M Your Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Director of Public Utilities
Department of Public Utilities
1626 E Street
Fresno, CA 93706
PINEDALE PUBLIC UTILITY DISTRICT
-F)oc LJ S, g nv�c:""by:
�,tAA& [�o1b 11/28/2022
By: --
Name: Glen Goto
Title: Board President
(If \\corporation or LLC., Board Chair, Pres.
D6��ighe�ey: • )
�iw�UYUb�a 11/28/2022
By:
Name: Tim Tsuruoka
Title: General Manager
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
REVIEWED BY:
•D_ocuSigned by:
11/28/2022
Craig Tristao Date
Craig A. Tristao
DISTRICT:
Pinedale Public Utility District
Attention: Jim Tsuruoka
General Manager
2560 W. Shaw Lane, #102
Fresno, CA 93711
Phone: (559) 431-8516
FAX: (559) 431-8511
Exhibits:
Exhibit A: Map of PPUD Infrastructure
Exhibit B: Insurance Requirements for District
Exhibit C: Insurance Requirements for City
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (CITY)
and Pinedale Public Utility District (DISTRICT)
Sewer Cleaning and Inspection
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence form
and shall provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations (including the use of owned
and non -owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of
liability not less than those set forth under "Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of automobiles
in the course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non -owned
automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile
coverage is used, the CITY, its officers, officials, employees, agents and volunteers are to
be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
DISTRICT shall procure and maintain for the duration of the contract insurance with limits
of liability not less than those set forth below. However, insurance limits available to CITY,
its officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds
available to the named insured:
COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation Insurance as required by the State of California with
statutory limits and EMPLOYER'S LIABILITY with limits of liability not less than:
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(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event DISTRICT purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no
less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit
of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
DISTRICT shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and DISTRICT shall also be responsible for payment of any self -
insured retentions. Any self -insured retentions must be declared on the Certificate of
Insurance, and approved by, the CITY'S Risk Manager or his/her designee. At the option
of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such self -insured retentions as respects
CITY, its officers, officials, employees, agents and volunteers; or
(ii) DISTRICT shall provide a financial guarantee, satisfactory to CITY'S Risk
Manager or his/her designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall CITY
be responsible for the payment of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non -renewed, reduced in coverage or in limits
except after thirty calendar days written notice has been given to CITY, except ten
days for nonpayment of premium. DISTRICT is also responsible for providing written
notice to the CITY under the same terms and conditions. Upon issuance by the
insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in
coverage or in limits, DISTRICT shall furnish CITY with a new certificate and
applicable endorsements for such policy(ies). In the event any policy is due to expire
during the work to be performed for CITY, DISTRICT shall provide a new certificate,
and applicable endorsements, evidencing renewal of such policy not less than fifteen
calendar days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as
an additional insured. DISTRICT shall establish additional insured status for the City
and for all operations under both Commercial General Liability policy by use of ISO
Forms or an executed manuscript insurance company endorsement providing
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additional insured status. The Commercial General endorsements must be as broad
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or
be endorsed to contain, that the DISTRICTS' insurance shall be primary to and
require no contribution from the City. These coverages shall contain no special
limitations on the scope of protection afforded to City, its officers, officials,
employees, agents and volunteers. If DISTRICT maintains higher limits of liability
than the minimums shown above, City requires and shall be entitled to coverage for
the higher limits of liability maintained by DISTRICT.
(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs, then
the requirement for the Limits of Liability of these polices will be twice the above
stated limits.
(vi) The Workers' Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to CITY, its officers, officials, agents,
employees and volunteers.
(vii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers,
officials, agents, employees and volunteers.
PROVIDING OF DOCUMENTS - DISTRICT shall furnish CITY with all certificate(s) and
applicable endorsements effecting coverage required herein. All certificates and applicable
endorsements are to be received and approved by the CITY'S Risk Manager or his/her
designee prior to CITY'S execution of the Agreement and before work commences. All
non -ISO endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, DISTRICT shall immediately furnish
CITY with a complete copy of any insurance policy required under this Agreement, including
all endorsements, with said copy certified by the underwriter to be a true and correct copy
of the original policy. This requirement shall survive expiration or termination of this
Agreement. All subcontractors working under the direction of DISTRICT shall also be
required to provide all documents noted herein.
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Exhibit C
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (CITY)
and Pinedale Public Utility District (DISTRICT)
Sewer Cleaning and Inspection
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence form
and shall provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations (including the use of owned
and non -owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of
liability not less than those set forth under "Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of automobiles
in the course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non -owned
automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile
coverage is used, the CITY, its officers, officials, employees, agents and volunteers are to
be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
CITY shall procure and maintain for the duration of the contract insurance with limits of
liability not less than those set forth below. However, insurance limits available to
DISTRICT, its officers, officials, employees, agents and volunteers as additional insureds,
shall be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation Insurance as required by the State of California with
statutory limits and EMPLOYER'S LIABILITY with limits of liability not less than:
`re]
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(i) $1,000,000 each accident for bodily injury;
(i i) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. UMBRELLA OR EXCESS INSURANCE
In the event CITY purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no
less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit
of the DISTRICT, its officers, officials, employees, agents and volunteers.
5. DEDUCTIBLES AND SELF -INSURED RETENTIONS
CITY shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and CITY shall also be responsible for payment of any self -
insured retentions.
6. OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non -renewed, reduced in coverage or in limits
except after thirty calendar days written notice has been given to DISTRICT, except
ten days for nonpayment of premium. CITY is also responsible for providing written
notice to the DISTRICT under the same terms and conditions. Upon issuance by
the insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in
coverage or in limits, CITY shall furnish DISTRICT with a new certificate and
applicable endorsements for such policy(ies). In the event any policy is due to expire
during the work to be performed for DISTRICT, CITY shall provide a new certificate,
and applicable endorsements, evidencing renewal of such policy not less than fifteen
calendar days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as
an additional insured. CITY shall establish additional insured status for the
DISTRICT and for all operations under both Commercial General and Pollution
Liability policies by use of ISO Forms or an executed manuscript insurance company
endorsement providing additional insured status. The Commercial General
endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85
or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or
be endorsed to contain, that the CITY'S insurance shall be primary to and require
no contribution from the DISTRICT. These coverages shall contain no special
limitations on the scope of protection afforded to City, its officers, officials,
employees, agents and volunteers. If CITY maintains higher limits of liability than
the minimums shown above, District requires and shall be entitled to coverage for
the higher limits of liability maintained by CITY.
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(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs, then
the requirement for the Limits of Liability of these polices will be twice the above
stated limits.
(vi) The Workers' Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to DISTRICT, its officers, officials, agents,
employees and volunteers.
(vii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to DISTRICT, its
officers, officials, agents, employees and volunteers.
7. PROVIDING OF DOCUMENTS — CITY shall furnish DISTRICT with all certificate(s)
and applicable endorsements effecting coverage required herein. All certificates and
applicable endorsements are to be received and approved by the DISTRICT Manager or
his/her designee prior to DISTRICT'S execution of the Agreement and before work
commences. All non -ISO endorsements amending policy coverage shall be executed by
a licensed and authorized agent or broker. Upon request of DISTRICT, CITY shall
immediately furnish DISTRICT with a complete copy of any insurance policy required under
this Agreement, including all endorsements, with said copy certified by the underwriter to
be a true and correct copy of the original policy. This requirement shall survive expiration
or termination of this Agreement. All subcontractors working under the direction of CITY
shall also be required to provide all documents noted herein.
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