HomeMy WebLinkAboutFirst Amendment to Master Agreement - St. Joe County Regional Water & Sewer District1316 COUNTY -CITY BUILDING
227 W. JEFFERSON BOOLEVARD
SOUTH BEND. INDIANA 46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
February 14, 2017
Barry Skalski
St. Joseph County Regional Water and Sewer District
227 W Jefferson Blvd., Suite 732
South Bend, IN 46601
RE: First Amendment to the Master Agreement
Dear Mr. Skalski:
PHONE 574/235-9251
FAx 574/235-9171
The Board of Public Works, at its meeting held on February 14, 2017, approved the above
referenced amendment to renew the regional water and sewer district master agreement for
ten (10) years.
Enclosed please find the original of the amendment for your signature. Please sign and
return the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
c: Kara Boyles, Engineering
GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DORAU
Date
Name
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
1 /30/17
Kara M. Boyles
Department
Division/Bureau
Engineering
DPW
BPW Date 2/14/17 Phone Extension 5933
Required Prior to Submittal to Board
Legal ® Attorney Name: M. Schmidt
Controller ❑ Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing ❑
Check the Appropriate Item Type — Required for All Submissions
® Agreement ❑ Contract ❑ Proposal ❑ Addendum
❑ Professional Services ❑ Resolution
❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening ❑ Quote Award
❑ Change Order No. ❑ C/O & PCA No. ❑ PCA
❑ Ease/Encroach. ❑ Traffic Control:
❑ Other:
Company or Vendor Name
St. Joseph County Regional Water and Sewer District
❑ Yes ® No ❑ If Yes, Approved by
New Vendor
Purchasing
MBE/WBE Contractor
❑ MBE ❑ WBE
MBE/WBE Contractor Requested
N No ❑ Yes Name of Company n/a
Project Name
Master Agreement — First Amendment
Project Number
N/A
Funding Source
N/A
Account No.
N/A
Amount
N/A
Terms of Contract
N/A
Purpose/Description
Amendment re: renewal terms (original agreement expired);
See attached Original Master Agreement and Amendment No 1
❑ Required Contractor's Certification Forms Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.)
Required For Change Orders Onl
Amount of ❑ Increase
$
❑ Decrease
$
Previous Amount $
Current Percent of Change:
%
New Amount $
Total Percent of Change:
%
Dispersal After Approval
Copy Original
❑ ❑
❑ ❑
❑ ❑
FIRST AMENDMENT TO THE MASTER AGREEMENT BY AND
BETWEEN THE ST. JOSEPH COUNTY REGIONAL WATER & SEWER
DISTRICT AND THE CITY OF SOUTH BEND INDIANA
THIS FIRST AMENDMENT TO THE MASTER AGREEMENT BY AND BETWEEN
THE ST. JOSEPH COUNTY REGIONAL WATER & SEWER DISTRICT AND THE CITY
OF SOUTH BEND, INDIANA ("First Amendment") is entered into effective as of the V*day
of February 2017, by and between the ST. JOSEPH COUNTY REGIONAL WATER & SEWER DISTRICT
(the "District"), and THE CITY OF SOUTH BEND, INDIANA, acting by and through its Board of
Public Works ("South Bend").
RECITALS:
WHEREAS, the District and South Bend entered into a Master Agreement, effective
August 12, 2010, (the "Master Agreement"), which Master Agreement established the terms and
conditions regarding the provision, collection treatment and disposal of water and sewage within
the District's service areas, as well as the terms and conditions related to certain improvements
existing or planned at various locations in and adjacent to the South Bend water and wastewater
facility planning areas; and
WHEREAS, consistent with and in furtherance of the Master Agreement, the District and
South Bend entered into a the Auten Road-SR933 Sub -District Project as Addendum No. 1,
dated October 5, 2010, whereby South Bend accepts and treats wastewater from the District's
Auten Road-SR933 Sub -District as a bulk customer, which treatment services continue; and
WHEREAS, the Master Agreement by its terms provided for termination at the end of a
four (4) year term unless renewed by the Parties; and
WHEREAS, District and South Bend have discussed providing additional services to the
Carriage Hills Subdivision and as a condition of the District receiving financial assistance from
the U.S. Department of Agriculture on behalf of the approximately 165 customers that require
wastewater services within the Carriage Hills Subdivision, the U.S. Department of Agriculture
requires an extended agreement with the City to provide wastewater treatment services; and
WHEREAS, the District and South Bend agree it is in the best interests of both Parties
and the residents and businesses served, respectively, the Parties desire to amend the Master
Agreement to extend its term;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto enter into the following First Amendment:
Section 1. Effect of this First Amendment. This First Amendment shall not change,
modify, amend or revise the terms, conditions and provisions of the Master Agreement, the
terms, conditions and provisions of which are hereby incorporated herein by reference, except as
expressly provided herein and agreed upon by the parties hereto. District and South Bend each
hereby confirm and ratify, except as modified by this First Amendment, all of the terns,
conditions and provisions of the Master Agreement.
Section 2. Definitions. Defined terms which are used in this First Amendment shall
have the meaning as set forth in the Master Agreement, unless otherwise expressly specified
herein or the context expressly provides otherwise.
Section 3. Amendment to Term in Master Agreement.
ARTICLE III. MISCELLANEOUS PROVISIONS, Section G. Term and Renewal of the
Master Agreement is hereby amended by deleting Section G. Term and Renewal in its entirety
and replaced with the following:
"G. Term and Renewal.
The Term of this Master Agreement shall commence on the Effective Date, and
shall terminate ten (10) years thereafter and shall automatically renew for consecutive ten (10)
year terms (each a "Renewal Term"), unless not less than two (2) years prior to the expiration of
the original Tenn or a Renewal Term, either the District or South Bend provides written notice
of its intent to terminate the Master Agreement at the end of the original Tenn or any Renewal
Tenn as the case may be. Notwithstanding anything to the contrary herein, if the Parties
terminate the Master Agreement as provided for herein, South Bend shall continue to provide all
the services agreed to pursuant to, and in accordance with, the terms of any Project Addendum
entered into between the Parties during the original Tenn or any Renewal Term of this Master
Agreement"
Section 4. Miscellaneous.
(a) This First Amendment has been executed and delivered and is intended to
be performed in the State of Indiana and shall be governed, construed and enforced in all
respects in accordance with the substantive laws of the State of Indiana, without regard to
its conflict of law provisions.
(b) The Master Agreement and this First Amendment may be amended,
modified, renewed or extended only by written instrument duly executed by all of the
parties hereto.
(c) The Master Agreement and this First Amendment contain the entire
agreement of the parties hereto with regard to this subject matter and no representations,
inducements or agreements, oral or otherwise, between the parties not contained or
embodied in the Master Agreement or this First Amendment shall be of any force or
effect.
(d) This First Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legatees, representatives, successors, and
assigns.
(e) In case any one or more of the provisions (or any portion thereof)
contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of this First Amendment, but this First Amendment shall be construed as if
such invalid, illegal, or unenforceable provision or provisions (or portion thereof) had
never been contained herein.
(f) The headings contained in this First Amendment have been inserted and used
solely for ease of reference and shall not be considered in the interpretation or construction of
this First Amendment.
(g) Time is of the essence in the performance of all conditions hereunder of
which time is a factor.
(h) This First Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which counterparts collectively shall
constitute one and the same instrument representing this First Amendment between the
parties.
IN WITNESS WHEREOF, South Bend and District have caused this First Amendment to
be effective as of the date first above written.
[SIGNATURE PAGE FOLLOWS]
Date: January 2017
ST. JOSEPH COUNTY REGIONAL
WATER & SEWER DISTRICT
Barry Skalski, President
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Date: Janue" 2017
CITY OF SOUTH BEND, INDIANA
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Gmy Gilot, President
Suzmma Fritzberg, Member
Jaihes A. Mueller, Member
Elizabeth A. Maradik, Member
Therese J Dorau, Member
ATTEST
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MASTER AGREEMENT BY AND BETWEEN
THE ST. JOSEPH COUNTY REGIONAL WATER & SEWER DISTRICT,
AND
THE CITY OF SOUTH BEND, INDIANA
(Application to each service area project by exhibits approved by respective boards)
THIS MASTER AGREEMENT, is entered into and made effective the 12`h day
of August 2010 (the "Effective Date"), by and between the St, Joseph County Regional
Water & Sewer District, and the City of South Bend, Indiana acting by and through its
Board of Public Works. %
RECITALS
WHEREAS, the City of South Bend ("South Bend") is a municipal corporation
existing and operating as a political subdivision of the State of Indiana as defined by Ind.
Code § 36-1-2-13 and is authorized enter into a contract to supply water or treat all or
part of the sewage and solid waste of a regional water, sewage or solid waste district in
accordance with Ind. Code § 13-26-5-7(b); and
WHEREAS, South Bend has a wastewater treatment facility and said facility has
sufficient capacity; and
WHEREAS, the St. Joseph County Regional Water & Sewer District ("District")
is a regional water and sewer district existing and operating under the laws of the State of
Indiana; and
WHEREAS, South Bend is agreeable to accepting wastewater from the District
and to process and dispose of same; and
WHEREAS, the District and South Bend desire to enter into an agreement
establishing the terms and conditions concerning provision, collection, treatment and
disposal of water and sewage within the District's service areas, as well as terms and
conditions related to certain improvements existing or planned at various locations in and
adjacent to the South Bend water and wastewater facility planning areas.
NOW, THEREFORE, in consideration of the mutual promises and obligations in
this Master Agreement, the adequacy of which is hereby acknowledged, the Parties agree
as follows:
I. PURPOSE
The District has an interest in providing for the distribution of water ("Water
Service") and/or the collection, treatment and disposal of wastewater and sewer service
("Sewer Service") to areas beyond the area currently served by South Bend's water
distribution and wastewater treatment facilities, or to some areas within South Bend's
facility planning area that are many years in the future in terms of contiguity to South
Bend corporate limits for orderly growth and annexation. South Bend has considerable
experience in water and wastewater utility service. The District wishes to utilize the
water distribution and wastewater treatment facilities owned and operated by South Bend.
Areas inside South Bend facility planning area, but located outside of the City of
South Bend will be served by the District acting as the bulk customer receiving a single
monthly service bill based upon the then -applicable rates set forth in the City of South
Bend's Sewer Use and Rate Ordinance, as amended from time -to -time, and as prescribed
in the Project Addendum for each project agreed upon by the parties. The District will
establish just and equitable rates and charges for Water and Sewer Services within the
District that are based upon the costs of furnishing the services, including capital
expenditures required, and such rates and charges may be readjusted from time to time in
accordance with Indiana law.
Areas outside the South Bend facility planning area may have an additional
capital buy -in for their share of the replacement cost of the capacity of the South Bend
Plant in Service used that was planned and intended for potentially serving full
development within the facility planning area, which additional capital buy -in shall be
addressed in the Project Addendum for each project agreed to by the parties. Decisions
as to whether or not or when to actually expand the South Bend Facilities are in the sole
discretion of South Bend.
II. AGREEMENTS OF THE PARTIES.
A. South Bend's Terms and Conditions — Water System.
Unless otherwise agreed to in a Project Addendum for a particular '
project service area in accordance with the provisions of Article III. A., the
following terms and conditions will apply:
South Bend has Water Facilities that include an extensive distribution
system, and hereby agrees to permit District to connect to South
Bend's Water Facilities, subject to South Bend's design review and
District's agreement to adopt rules and regulations comparable to
those rules and regulations that are intended to protect the integrity and
quality of South Bend's Water System.
South Bend agrees to review District's plans for its water and sewer
system and to provide advisory review comments to aid District with
the design and construction of its projects.
iii. South Bend agrees to accept District as a satellite bulk customer
contingent upon District's agreement to:
1. Utilize materials, methods standards of placement for
valves and hydrants that are consistent with the design
of South Bend's Water System;
2. Adopt and implement backflow prevention and cross
connection rules; and
3. Utilize metered connections;
4. Utilize materials, methods, and South Bend's standards
for placement of valves, and hydrants.
B. South Bend's Terms and Conditions — Wastewater Treatment and
Sewer System.
Unless otherwise agreed to in a" Project Addendum for a particular
project service area in accordance with the provisions of Article III. A., the
following terms and conditions will apply:
i. South Bend Wastewater has a large wastewater treatment plant and
extensive sewage collection system, and is engaged in a Combined
Sewer Overflow Long Term Control Plan ("CSO Plan"). The CSO
Plan prohibits new stormwater, groundwater or geothermal
connections directly or indirectly to the system.
ii. South Bend will monitor and refer emergency response calls to
District's service provider.
iii. South Bend will supply service rates at the request of District under a
separate agreement, the terms of which are to be determined.
iv. South Bend agrees to review District's plans for its sewer system and
to provide advisory review comments to aid District with the design
and construction of its projects.
V. South Bend agrees to accept District as a satellite bulk customer
contingent upon District's agreement to:
1. Manage an industrial pretreatment program consistent with
the procedures and requirements included in the South
Bend Ordinance; issue permits, monitor compliance,
enforce as necessary, and comply with all additional
industrial pretreatment program requirements, as provided
by federal, state, and local laws and regulations.
3
2. Utilize metered connections.
3. If sewer only service is provided in an area with wells, then
the wells must be metered at the District's, or the District's
customer's expense.
4. Encourage the use of gravitysewers, and if force mains and
lift stations are required, District will Utilize Seuth Bend's
lift station standards for reliability and durability as well as
24/7 SCADA monitoring and emergency maintenance
response.
5. Comply with the provisions of the City of Son&, Bend
Sewer Use and Rate Ordinance ("South Bend Ordinance"),
as amended from time -to -time, as a bulk customer and to
regulation as a significant user, as well as IDEM rules,
regulations, standards, and permit requirements with
respect to construction and operation.
6. Adopt and enforce a sewer use ordinance consistent with
the South Bend Ordinance, and update said ordinance as
necessary.
7. As part of any Project Addendum, the District shall
perform an industrial user survey to determine the number
and type of industrial users that discharge into the District's
system. The user survey will also provide a summary of the
pollutants anticipated in the discharge from each industrial
user, with all such information to be provided to South
Bend, updated annually to reflect any changes, and advise
South Bend of any new industrial users to the District's
System at least sixty (60) days prior to initiation of the
discharge.
8. Report to the Indiana Department of Environmental
Management ("IDEM"), and/or other agencies as required,
any conditions related to the District System that are in
violation of federal, state or local laws or regulations,
including, but not limited to, unauthorized discharges,
releases, or overflows from the collection system, with
copies of any such reports submitted concurrently to South
Bend.
9. Own, operate, maintain, and calibrate the necessary
metering and sampling equipment and all appurtenances, of
the type and location as mutually agreed by the parties for
properly measuring the quantity and sampling quality of
wastewater delivered to South Bend. The flow meter shall
permit ready comparison between the current flow
observed through the primary device and the flow being
recorded. Minimally, the meter will be inspected weekly,
and the measured flow will be correlated with the flow
recorded. The flow meter shall be recalibrated in the event
that flow observed does not correlate with recorded flow,
within a tolerance of 5%. The flow meter will be calibrated
annually., with additional calibrations made at the request
of either party with the requesting party to bear the expense
of same. A detailed log of all necessary repairs,
adjustments, and other operational or maintenance.
performed by District shall be made available to South
Bend upon request.
C. District's Commitments.
District hereby acknowledges and agrees to South Bend's terms and
conditions as set forth above.
III. MISCELLANEOUS PROVISIONS.
A. Additional Project Areas.
South Bend understands and agrees that District will from time -to -time propose to
provide water and/or sewer services within the. District's boundaries that will be serviced
by South Bend, Each of these proposals and the concomitant projects will be reviewed
and approved by the parties, with the associated documentation, and be attached and
incorporated herein as a Project Addendum to the Master Agreement, which Project
Addendums shall be numbered and dated sequentially.
It is further understood and agreed by the parties that each additional Project
Addendum will have a defined project service area boundary, as well as detailed project
plans and specifications defining the customers to be served and the manner of service to
be provided. If the project service area boundary, the project plans, any unique issues not
otherwise addressed in the Agreement, and the related specifications are mutually agreed
upon by the parties, such documentation shall be attached and incorporated into the
Project Addendum.
B. Annexation.
The District is annexation -neutral and seeks to serve gaps for public health and
environmental protection where existing wells are threatened or existing septic systems
5
are failing and to support planned development with reasonable densities to control
sprawl and/or where development on well and septic systems are not advisable.
It is the intent of the parties that should South Bend seek to annex an area served
by the District, it South Bend would assume the debt obligations of that service area.
C. Billing and Emergency Matters.
Where District is the direct service provider for water or sewer, South Bend
Public Utilities Customer Service and Billing Office will refer all inquiries and issue
resolution to District: District will provide a business hour contact for such matters and
an emergency after business hours number for South Bend operations and maintenance
staff to reach authorized District representative should emergencies arise. South Bend
emergency numbers will be provided to District for administrative use.
D. Legal Compliance; Governing Law; Recordation.
The Parties shall comply with all applicable federal, state and local laws, rules,
regulations and ordinances, and all provisions required thereby to be included herein
are hereby incorporated by reference. The enactment or modification of any applicable
state or federal statute or the promulgation of rules or regulations after execution of this
Master Agreement shall be reviewed by South Bend and the District to determine
whether the provisions of this Master Agreement require formal modification. .
This Master Agreement shall be construed in accordance with and governed by
the laws of the State of Indiana and suit, if any, shall be brought in the State of
Indiana.
This Master Agreement, any addendum or amendment to this Master Agreement
shall be recorded in the Office of the Recorder for St. Joseph County, Indiana.
E. Merger and Modification.
This Master Agreement constitutes the entire agreement between the parties. No
understandings, agreements, or representations, oral or written, not specified within this
Master Agreement will be valid provisions of this Master Agreement. This Master
Agreement may not be modified; supplemented or amended, except by written
agreement signed by all necessary parties.
F. Progress Reports.
District shall submit written progress reports to South Bend upon request. The
progress reports shall serve the purpose of assuring South Bend that work is progressing
in line with the terms and conditions of this Master Agreement.
G. Term and Renewal.
The Term of this Master Agreement shall commence on the Effective Date, and
shall terminate four (4) years thereafter, unless renewed in writing by the parties for an
additional four (4) years (a "Renewal Term"). This Master Agreement shall be renewable
for as many Renewal Terms as the parties agree upon and each Renewal Term shall be
under the same terms and conditions set forth in this Master Agreement.,
Notwithstanding anything to the contrary herein, if the parties do not renew the
Agreement or the Agreement terminates by its terns or otherwise, South Bend shall
continue to provide all the services agreed to pursuant to, and in accordance with, the
terms and conditions of any Project Addendum entered into between the parties during
the term of this Agreement.
H. Assignment; Successors.
The District hereby binds its successors and assignees to all the terms and
conditions of this Master Agreement. The District understands and agrees that it shall not
assign or subcontract the whole or any part of this Master Agreement without South
Bend's prior written approval.
I. Administration.
This Master Agreement, as amended from time -to -time, shall be administered by
the Board of Public Works for the City of South Bend and the Board of the District.
IN WITNESS WHEREOF, the Parties hereto have caused this Master Agreement to be
executed as of the day and year first above written.
Date: August 12, 2010 Date: FP-3 .2010
ST. JOSEPH COUNTY REGIONAL
WATER & SEWER DISTRICT
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