HomeMy WebLinkAboutReso - CC - 068-1998RESOLUTION 68-98
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENT WITH
U.S. FILTER OPERATING SERVICES FOR OPERATION OF THE WASTEWATER
TREATMENT PLANT AND ASSOCIATED SERVICES
RESOLVED, by the City Council of the City of Burlingame:
WHEREAS, the City has contracted with Wheelabrator EO S, Inc. and its successor U.S.
Filter Operating Services for the past four years to provide the operation of the City wastewater
treatment plant and associated services; and
WHEREAS, this arrangement has been beneficial to the City in providing a professional
staff, in-depth knowledge, and efficient cost containment; and
WHEREAS, negotiations between the City and U.S. Filter Operating Services have
developed a proposed agreement that would sustain these services at reasonable costs to the City and
the community; and
WHEREAS, these services are highly specialized and unique, and a five-year renewal of the
agreement with amendments between the City and U.S. Filter Operating Services would be in the
best interests of the community,
NOW, THEREFORE, IT IS ORDERED:
1. The Agreement attached hereto as Exhibit A is approved subject to finalization of the hold
harmless and insurance provisions by approval of the City Attorney.
2. The City Manager is authorized and directed to execute the Agreement for and on behalf
of the City of Burlingame when approved as to form by the City Attorney
3. The City Clerk is directed to witness the Manag3/j(sign#Kre on be�gf of the City.
-1-
I, JUDITH A. MALFATTI, City Clerk of the City of Burlingame, do hereby certify
that the foregoing resolution was introduced at a regular meeting of the City Council held on the 6th
day of JULY 1998, and was adopted thereafter by the following vote:
AYES: COUNCIL.MEMBERS: GALLIGAN, JANNEY, KNIGHT, SPINELLI
NOES: COUNCILMEMEERS: NONE
ABSENT: COUNCILMEMEERS: O'MAHONY
y CITY CLE
-2-
Version 1.8 6/25/98
City of Burlingame
Agreement
with
U.S. Filter Operating Services
for
Operations and Maintenance
of the
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
SECTIONI. EMPLOYMENT....................................................................................................................1
SECTIONH. TERM...................................................................................................................................
1
SECTION III. USFOS SHALL PROVIDE THE FOLLOWING SERVICES
....................................... 2
A. FACILITY SCOPE...............................................................................................................................
2
B. STAFFING..........................................................................................................................................2
C. TECHNICAL SUPPORT........................................................................................................................
3
D. EMPLOYEE PROGRAMS.....................................................................................................................3
E. COMPUTER SYSTEMS........................................................................................................................3
F. PERMIT CONDITIONS...............................................:.........................................................................3
G. SERVICE PAYMENTS.........................................................................................................................
3
H. MAINTENANCE SYSTEM....................................................................................................................
4
I. MAINTENANCEPLAN........................................................................................................................4
J. CAPITAL PLAN..................................................................................................................................4
K. PLANT LOADINGS.............................................................................................................................
4
L. REPORTS...........................................................................................................................................5
M. INDUSTRIAL MONITORING................................................................................................................
6
N. INSURANCE.......................................................................................................................................
6
O. COMPLIANCE WITH LAWS.................................................................................................................
8
P. LABORATORY...................................................................................................................................
8
SECTION IV. CITY RESPONSIBILITIES
.............................................................................................. 8
A. COMPENSATION................................................................................................................................8
B. AUDITS.............................................................................................................................................
9
C. EASEMENTS AND LIENS....................................................................................................................
9
D. EXISTING INVENTORIES....................................................................................................................
9
E. CAPITAL AND MAINTENANCE PLAN REIMBURSEMENTS.................................................................
10
F. EMERGENCY REPAIRS.....................................................................................................................
11
G. DIGESTER CLEANING......................................................................................................................
11
SECTIONV. LIMITATIONS...................................................................................................................11
A. INFLUENT CHARACTERISTICS.........................................................................................................
I I
B. CITY ACTS......................................................................................................................................
12
C. FORCE MAJUERE.............................................................................................................................
12
D. LABOR CONDITIONS........................................................................................................................
12
E. CHANGES M LAW...........................................................................................................................
13
SECTION VI. INDUSTRIAL WASTE DISCHARGE PROGRAM.....................................................13
SECTION VII. ELECTRICAL INCENTAZE PROGRAM...................................................................14
SECTION VIII. GENERAL PROVISIONS............................................................................................14
A. RENEWAL ........................................
B. TERMINATION ..................................
C. HOLD HARMLESS .............................
D. WATER QUALITY PROTECTION........
E. DISPUTE RESOLUTION ......................
F. FIRE INSURANCE ..............................
G. CITY FINANCIAL REVIEW .................
H. USFOS CAPITAL .............................
1
Version 1.8 6/25/98
I. USFOS INDEPENDENT CONTRACTOR .......................
J. WAIVER OF RIGHTS ..................................................
K. ASSIGNMENT............................................................
L. EQUAL OPPORTUNITY EMPLOYMENT .......................
M. AGREEMENT LIMITS .................................................
N. CITY ACCESS............................................................
O. NOTICES....................................................................
..............................................................
19
..............................................................
19
..............................................................
19
.......... ................ ....... I............................
19
..............................................................
20
..............................................................
20
..............................................................
20
ATTACHMENTA................................................................................................................................... A-1
ADJUSTMENTS TO COMPENSATION.............................................................................................
A-1
A. ADJUSTMENTS TO COMPENSATION...............................................................................................
A-1
B. ANNUAL ADJUSTMENTS - CPI-W.................................................................................................
A-2
C. PERIODIC ADJUSTMENTS..............................................................................................................
A-2
D. MAINTENANCE PAYMENTS...........................................................................................................
A-4
E. CAPITAL PAYMENTS.....................................................................................................................
A-5
ATTACHMENTB....................................................................................................................................B-1
LIST OF VEHICLES AND EQUIPMENT ................
..............................................B-1
ATTACHMENTC................................................................................................................................... C-1
INDUSTRIAL WASTE PROGRAM.....................................................................................................0-1
ATTACHMENTD................................................................................................................................... D-1
ROLLING FIVE YEAR MAINTENANCE PLAN.......
D-1
ATTACHMENTE....................................................................................................................................E-1
ROLLING FIVE YEAR CAPITAL PLAN
ii
Version 1.8 6/25/98
THIS AGREEMENT, entered into this day of
1998 by and between:
City of Burlingame, in the State of California
(hereinafter called City)
and
U.S. Filter Operating Services Inc., a Delaware
Corporation located at
55 Shuman Blvd., Naperville, IL
(hereinafter called USFOS)
WHEREAS: CITY has jurisdiction over the
wastewater treatment plant located in the City of
Burlingame (hereinafter called the FACILITY); and
WHEREAS: CITY is desirous that the FACILITY be
operated and maintained in the most efficient manner
possible, while complying with all Federal and State
laws; and
WHEREAS: USFOS is a corporation specializing in
the business of supplying operation, maintenance and
management services for such waste treatment plants;
NOW, THEREFORE, in consideration of the promises and
terms contained herein, the parties agree as follows:
Section I. EMPLOYMENT
The CITY engages USFOS to provide operations,
maintenance, and management services for the wastewater
treatment FACILITY under the jurisdiction of the CITY
and located at 1103 Airport Boulevard, valves and force
main between the FACILITY and the Rollins Road Pump
Station and for the Rollins Road lift station located
at 1079 Rollins Road.
Section II. TERM
The contract term shall commence on July 1, 1998 and
expire five (5) years thereafter unless renewed in
accordance with Section VIII -A. Prior to each renewal
the City will work with USFOS in completing a
reasonableness cost review to verify that the City's
O&MAgreement 1
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
wastewater treatment costs are comparable to other
local communities with similar treatment. This
contract be renewed per Section VIII -A.
Section III. USFOS SHALL PROVIDE THE FOLLOWING SERVICES
A. Facility Scope
USFOS shall operate and maintain the treatment
processes that include, but are not limited to,
screening, grit removal, primary clarification,
activated sludge, secondary clarification,
chlorination, gravity thickening, anaerobic biosolids
digestion, solids dewatering, odor control systems,
reclaim water system, and cogeneration facilities.
Final effluent pumping and dechlorination systems will
be operated as necessary. USFOS shall also operate and
maintain the lift station at 1079 Rollins Road
(hereinafter referred to as the Main Pump Station) and
the valves and force main located between the Main Pump
Station and the FACILITY.
USFOS shall provide a complete review of the
valves and force main located between the Main Pump
Station and shall submit to the City a budget for all
required repairs or replacements by December 31, 1998.
It is understood that all repairs and replacements will
be successfully completed by USFOS either as a capital
or maintenance repair prior to commencing a full
operations and maintenance obligation on these
facilities.
B. Staffing
USFOS shall staff the FACILITY with qualified employees
experienced in wastewater treatment process control and
maintenance procedures. It is the intention of USFOS
to make operation of the Treatment Plant a model for
the San Francisco Bay Area. USFOS shall provide the
level of coverage needed to ensure monitoring of all
routine wastewater treatment operations called for in
this Agreement. USFOS shall staff the FACILITY with
employees that meet or exceed necessary certification
required by governmental agencies as well as provide
O&MAgreement 2
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
continued upgrading,
employees in modern
equipment maintenance.
C. Technical Support
education and training of these
wastewater control, safety and
USFOS shall provide, as necessary, resources and
professionals with expertise and experience in process
control, maintenance, management, and engineering from
its affiliated companies and facilities located
throughout North America.
D. Employee Programs
USFOS shall maintain an education and safety program
for all employees. This program is to be patterned
after the USFOS program currently utilized at all
USFOS-operated facilities. The cost of this program
will be the responsibility of USFOS.
E. Computer Systems
USFOS shall use a computer system and its proprietary
software for the generation of process information for
FACILITY control. In the event of contract
termination, this software shall become the property of
the CITY.
F. Permit Conditions
USFOS shall operate the FACILITY within the NPDES
permit (No. CA0037788, dated October 30, 1995) limits
for BODS and suspended solids which are 30 mg/1 BODS and
30 mg/1 suspended solids. Should any changes occur in
a new permit, said changes will be addressed according
to Attachment A, Section D, "GENERAL PROVISION FOR
ADJUSTMENTS".
G. Service Payments
USFOS shall pay all expenses required for the normal
operation and maintenance of the FACILITY, which
includes (1) personnel costs, (2) utilities, (3)
chemicals, (4) fuels and lubricants, (5) normal
O&MAgreement 3
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
operating supplies, a-nd (6) all residuals, including
bio -solids, grit, and screenings, and except as limited
in "I and J" below, maintenance repairs and replacement
of capital equipment.
H. Maintenance System
USFOS shall provide maintenance and repairs for the
equipment, structures and vehicles consistent with
industry preventive maintenance standards and practices
and/or manufacturer's specifications utilizing a
computerized maintenance management system. The CITY
shall have the right to inspect these maintenance
records during normal business hours. The CITY shall
have the right to engage a consultant to review
maintenance at the FACILITY.
I. Maintenance Plan
USFOS shall annually develop and submit to the City by
February 28th of each year a five (5) year rolling
maintenance plan. This maintenance plan will be
reviewed and approved by the City by June 30th. See
Attachment D. It is agreed to by both parties that the
City will retain all maintenance and repair funds
developed with this rolling five (5) year plan, but
that USFOS shall direct and manage all projects within
the fund as required to ensure water quality permit
compliance.
J. Capital Plan
USFOS shall annually develop and submit to the City by
February 28th a five (5) year rolling Capital plan. See
Attachment E. This Capital plan will be reviewed and
approved by the City by June 30th. It is agreed to by
both parties that the City will retain funds developed
with this rolling five (5) year plan, but that USFOS
shall direct and manage all projects within the fund as
required to ensure water quality permit compliance.
K. Plant Loadings
USFOS agrees to maintain copies of plant loading and
O&MAgreement 4
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
performance data over the term of this Agreement. This
data shall cover, at any given time during the
execution of this Agreement, the previous five years of
operation up to the current time. In the event of
premature contract termination, these records will
become the property of the CITY.
L. Reports
1) Monthly - USFOS shall provide the CITY with
monthly reports that summarize maintenance and capital
activities. USFOS shall provide an accounting summary
of monthly maintenance and capital expenditures.'
2) Annual - USFOS shall provide the CITY with an
annual report by December 31st of each year that
summarizes plant performance and major events and
activities which affected the operation of the
FACILITY.
3) NPDES - USFOS shall prepare all NPDES permit
reports and submit these to the CITY for approval prior
to transmittal to appropriate agencies.
4) An annual meeting will be held between the City
and USFOS to review facility performance in relation to
contractual indices and triggers. The meeting will be
conducted prior to March lot and will focus on data
collected over the previous calendar year. USFOS shall
prepare for City a report which reviews data collected
over the preceding year and will summarize the emerging
trends. The indices to be assessed include, but are
not limited to, the following:
a) Flow
b) Biochemical Oxygen Demand (BODS) loading
C) Total Suspended Solids (TSS) loading
d) Electrical consumption
e) Electrical unit cost
f) Biosolids quantities
g) Biosolids unit disposal cost
h) Grit and Screenings quantities
i) Grit and Screenings unit disposal cost
O&MAgreement 5
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
M. Industrial Monitoring
USFOS shall provide the CITY with an Industrial
Monitoring program. This program is discussed in more
detail in Section 6 of this contract and Attachment C.
N. Insurance
USFOS shall maintain insurance during the life of this
Agreement in compliance with the following provisions:
1. USFOS shall not commence work under this
Agreement until it shall have obtained all
insurance required under this SECTION and
such insurance shall have been approved by
CITY as to form, amount and carrier, nor
shall USFOS allow any subcontractor to
commence work on his subcontract until all
similar insurance required of the
subcontractor shall have been so obtained and
approved.
2. Compensation Insurance. USFOS shall
take out and maintain, during the life of
this Agreement, Worker's compensation
insurance as required by State Law for all
its employees employed at the FACILITY and in
case any work is sublet, USFOS shall require
its subcontractor similarly to provide
worker's compensation insurance for all of
the latter's employees, unless such employees
are covered by the protection afforded by
USFOS. In case any class of employees
engaged in work under this Agreement at the
FACILITY is not protected under this
Agreement at the FACILITY is not protected
under any worker's compensation law, USFOS
shall provide, and shall cause each
subcontractor to provide, adequate insurance
for the protection of employees not otherwise
protected. USFOS indemnifies CITY for any
damage resulting to it from failure of either
USFOS or any subcontractor to take out or
maintain such insurance.
O&MAgreement 6
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
3. Public Liability and Property Damage
Insurance. USFOS shall take out and maintain
during the life of this Agreement such public
liability and property damage insurance as
shall protect CITY, its elective and
appointive boards, officers, agents and
employees, USFOS and any subcontractor
performing work covered by this Agreement
from claims for damages for personal injury,
including death, as well as from claims for
property damage which may arise from USFOS'
or any subcontractor's operations under this
Agreement, whether such operations be by
USFOS or by any subcontractor, or by anyone
directly or indirectly employed by either
USFOS or any subcontractor provided, however,
that USFOS is required to take out and
maintain insurance only against claims to
which USFOS' hold harmless of City set forth
in Section 9C of this Agreement applies. The
amounts of such insurance shall be as
follows:
(a) Public Liability (Personal Injury
and Property Damage) Insurance. In
an amount not less than
$1,000,000.00 for injuries,
including, but not limited to,
death to any one person and,
subject to the same limit for each
person, in an amount not less than
$2,000,000.00 on account of any one
occurrence.
4. Proof of Carriage of Insurance. USFOS
shall furnish CITY, through the City
Engineer, concurrently with the execution
hereof, with satisfactory proof of carriage
of the insurance required, and that each
carrier shall give CITY at least thirty days
prior notice of the cancellation of any
policy during the effective period of this
Agreement. USFOS shall provide an endorsement
O&MAgreement 7
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
to its public liability insurance policy
demonstrating that the CITY, its elective and
appointive boards, officers, agents, and
employees have been named as additional
insureds to provide indemnity pursuant to
subparagraph 3 above. All insurance shall be
primary.
O. Compliance with Laws
USFOS shall comply with all applicable state, federal
and local laws and ordinances as they apply to the
FACILITY.
P. Laboratory
1)NPDES - Perform all laboratory sampling, testing
and analyses presently required by existing NPDES
Permit No. CA 0037788, Dated October 30, 1995, and
provide a QA/QC program. Perform lab analysis for
potable water samples for CITY. The frequency for the
analyses consists of approximately forth (40) fecal
coliforms and twelve (12) odor, color, taste, pH, and
turbidity per month.
2)Sampling - Perform the sampling and analysis for
Priority Pollutants, Monthly Metals, Toxicity Testing,
Semi -Annual Sludge Testing, and Waste Minimization
Program. Sampling parameters and sampling frequency
are provided in NPDES Permit No. CA 0037788.
3) Accreditation - Conduct three (3) sets of field
testing and pay the required fees to attain
accreditation for the laboratory at the FACILITY.
Section IV. CITY RESPONSIBILITIES
A. Compensation
The CITY shall initially pay to USFOS as compensation
for the services performed, the sum of $133,121 per
month. This compensation amount shall be payable at
the first of each month the services are to be
rendered. Compensation will be subsequently increased
O&MAgreement $
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
or decreased as described in Attachment A. Payment to
USFOS for this and all other compensation or
reimbursement arising from other provisions of this
Agreement shall be made within twenty (20) days after
receipt of invoice. Late payments in excess of 20 days
will be subject to a service charge of 1.5% per month
or maximum legal rate, whichever is less.
The CITY and USFOS agree that the discount provided for
residuals disposal in the agreement between
Wheelabrator EOS and Wheelabrator Clean Water Systems,
BioGro Division shall be retained. The parties also
agree that this discount shall be reduced to reflect
one half (1/2) of the difference between the former
BioGro unit rate and the new disposal rate established
with Pima Gro Systems. This discount shall be
eliminated effective July 1, 2001. At this point the
City will be invoiced for 100% of all actual costs
incurred for the disposal of residuals.
It is agreed and understood that the process for
payment provided in this Agreement is intended to
accommodate an ongoing system. Therefore, it is
expected that the City shall pay compensation under
this section that the City may dispute in either amount
or extent, and that payment by the City shall not be
interpreted to waive any rights the City may assert to
dispute the amounts claimed by USFOS through the
dispute resolution process of this Agreement or
otherwise.
B. Audits
The CITY, at its own expense, shall have the right to
audit USFOS costs at any time during the life of this
Agreement.
C. Easements and Liens
Maintain existing easements, licenses and warranties
for the mutual benefit of both parties.
D.Existing Inventories
O&MAgreement 9
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
Provide vehicles and equipment listed in Attachment B
for the use of USFOS. Said vehicles and equipment
shall be in good and serviceable condition and shall
comply with all OSHA and State licensing requirements.
Should CITY elect to remove any item listed in
Attachment B from use, CITY agrees to immediately
replace said item with comparable vehicles or
equipment, and USFOS shall be responsible for providing
proper maintenance on said replacement vehicles or
equipment.
E. Capital and Maintenance Plan Reimbursements
City shall pay for all capital and maintenance plan
improvements so that the water quality and other
performance guarantees are not compromised. Payment for
these invoiced services is detailed in Attachment A -
Section E.
Capital items which will improve productivity or other
savings to the operator will not be approved unless the
CITY will receive a satisfactory portion of the
economic benefit. Capital items related to personnel
and public safety, facility protection, compliance with
new permit requirements, expanded capacities or product
quality enhancement shall be evaluated on their
particular merits and purchased in accordance with
available funds, however these capital items remain the
sole responsibility of the City. The City and USFOS
understand that additional capital items maybe required
at the facilities and that USFOS under a turnkey and
financing approach can provide significant savings to
the City. USFOS shall complete a detailed design,
operation, and finance submittal for the City's review
for each potential turnkey project. The City, at its
sole discretion, can elect to proceed and would then
adjust USFOS compensation and contract term to mutually
agreeable payment terms. The CITY may also proceed to
perform the work with its own forces or to otherwise
contract to have the work performed. In such
circumstances, USFOS shall have the option to review
such CITY performed work for acceptability prior to
assumption of responsibility for operation and
maintenance.
O&MAgreement 1
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
F. Emergency Repairs
USFOS shall have the right to make emergency capital
expenditures if such expenditures are necessary to
continue operation of the FACILITY in order to provide
for public safety and environmental protection. The
CITY will reimburse USFOS for these emergency capital
expenditures in accordance with Attachment A -Section D.
G. Digester Cleaning
Provide for digester cleaning since it is beyond normal
maintenance practice and is not a normal operating
expense. Digester cleaning budgeting will be
accomplished in the annual capital plan process. Both
parties recognize that plant upsets and unusual
operations costs could be incurred by the limitations
of the digester system during periods of digester
cleaning. Any costs incurred by USFOS due to digester
inadequacy during cleaning periods shall be the
responsibility of the CITY.
Section V. LIMITATIONS
A. Influent Characteristics
Should FACILITY influent wastewater characteristics
exceed FACILITY design parameters as determined by the
design engineer as outlined in the Design Engineer's
Memorandum dated September 12, 1990 prepared by Black &
Veatch, which states:
Average Daily Flow 4.5 mgd
Biochemical Oxygen Demand (BOD) 10,320 lbs. per day
Total Suspended Solids (TSS) 10,300 lbs. per day
or should influent contain abnormal, toxic or other
substances which cannot be removed or treated by the
existing FACILITY or contain discharges which violate
the applicable sewage ordinances, USFOS does not accept
responsibility for associated effluent characteristics
or damages. USFOS shall advise the CITY of the
abnormal situation and planned course of action within
O&MAgreement 11
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
48 hours of occurrence. However, USFOS in such event
agrees to return FACILITY effluent to contract limits
within twenty (20) days after influent returns to
acceptable limits.
B. City Acts
Wrongful, willful or negligent acts of the CITY,
through its officers, agents or employees and wrongful,
willful or negligent acts of third parties, or acts of
God, which cause damage to the FACILITY or to other
parties or properties shall be the responsibility of
the CITY.
USFOS shall not be responsible for:
- Wrongful, willful or negligent acts of the
CITY, by its officers or employees or agents
not affiliated with USFOS, and
- Wrongful, willful, or negligent acts of third
parties not affiliated or subcontracted to
USFOS, and
Acts of God
which cause damage to the FACILITY or damage or injury
to other parties or properties.
C. Force Majuere
Extraordinary or unusual occurrences associated with
flood, earthquakes, fire or acts of God which increase
maintenance expense, repair costs or other expense
shall be the responsibility of the CITY.
D. Labor Conditions
In the event labor
picketing) causes
from entering and
FACILITY, the CITY,
its own option shal
or court orders.
stoppage by employee groups (e.g.,
i disruption with USFOS' employees
working at the treatment plant
with USFOSI assistance or USFOS at
L seek appropriate legal injunctions
During such a designated period,
USFOS shall operate the FACILITY on a best-efforts
basis until labor relations are normalized and shall
O&MAgreement 12
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
not be liable for any fines or penalties. The CITY
retains the right to assume responsibility for the
FACILITY should a labor stoppage endanger public health
and safety.
E. Changes in Law
Changes in regulations or laws which require
modification of treatment processes, addition of new or
additional chemicals, or changes in staffing
requirements will require modification of contract
scope and may require increased payment by the City to
USFOS per Attachment A, subparagraph 4.
Section VI. INDUSTRIAL WASTE DISCHARGE PROGRAM
USFOS shall use its best efforts to operate and manage
the Industrial Waste Discharge Program (IWDP) for the
CITY. This program shall consist of: investigating
sources of unusual wastes entering the CITY's
wastewater treatment plant; submitting reports to the
Director of Pubic Works; performing field monitoring;
inspection of commercial and industrial establishments;
maintenance of equipment assigned to the program;
sample collection and analysis, as per Attachment C;
and laboratory work. All reports, monthly and
annually, shall be prepared by USFOS in strict
confidence and only submitted to the Director of Public
Works or his designate. The Director of Public Works
shall, at all times, be the Director of the Program but
shall make no unreasonable demands and impose no
unreasonable conditions.
USFOS shall pay all expenses incurred in the operation
and management of the IWDP, including wages, salaries,
consumables - such as gasoline and laboratory chemicals
- and industrial waste laboratory testing by an outside
laboratory.
USFOS shall staff the program with qualified personnel.
A 15% increase or decrease in inspection, monitoring,
sampling, or testing frequency time for a 12 -month
average period from the list described in Attachment C,
shall be subject to the terms and conditions of
O&MAgreement 13
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
Attachment A, Section D, "GENERAL PROVISION FOR
ADJUSTMENTS."
Section VII. ELECTRICAL PROGRAM
It is the intent of the electrical program to provide a
basis for all electrical costs. The program is keyed
on an annualized cost per kilowatt-hour and an annual
total kilowatt hour consumption. Adjustments to
electrical costs shall be the result of (1) changes in
electrical rates by the electrical utility, (2) major
additions or deletions of plant equipment, and/or (3)
events outside the control of USFOS that impact overall
electrical consumption.
Electric cost baseline information and adjustment terms
are provided in Attachment A.
Adjustments to the unit cost electrical component of
the compensation shall be made annually during the
annual review of project indices based on a 10%
increase or decrease in the Kwh unit price. Should
overall electrical consumption over the monitoring
period increase or decrease by 10% due to circumstances
outside the control of USFOS, compensation shall be
adjusted accordingly.
Section VIII. GENERAL PROVISIONS
A. Renewal
This Agreement may be renewed for successive terms of
five (5) years each as provided in this Section.
If USFOS desires to renew this Agreement, it shall give
written notice to the CITY no later than the January 1
preceding the July 1 termination date of the Agreement.
If USFOS conditions the renewal of the Agreement on an
increase in compensation above the price adjustment
contained in Attachment A "ADJUSTMENTS TO
COMPENSATION", USFOS shall include in the notice a
clear statement of the increased compensation and a
justification of the requested increase.
O&MAgreement 14
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
Upon receipt of a written notice of renewal, the CITY
and USFOS will prepare a reasonableness rate and cost
report to assess the projected USFOS charges vs.
wastewater charges and rates being paid by other
municipalities in the surrounding area. The
reasonableness report will be provided to the CITY no
later than April 1 preceding the July 1 termination
date. Any costs incurred in preparing the
reasonableness report by an outside agency shall be
paid by the CITY.
Following receipt of the reasonableness report, the
CITY may in its sole discretion determine whether to
renew the Agreement on the terms offered by USFOS,
negotiate a different agreement with USFOS, or take any
other action that it determines appropriate. No later
than June 1 preceding the July 1 termination date, CITY
shall notify USFOS of its decision with regard to
renewal. Should the CITY not provide this written
notice, the Agreement will terminate on the July 1
termination date.
If the Agreement is not renewed, USFOS shall continue
to provide the current operations staff and perform
services in accordance with this Agreement for one
hundred eighty (180) days beyond the date of
termination. During this extended period, CITY shall
compensate USFOS based on USFOS' direct costs X
overhead factor of 15% X 1.1 profit fee multiplier.
B. Termination
Either party to this Agreement may terminate this
Agreement upon material breach by the other party
providing that such terminating party first provide
written notice of such breach to the other party and
such breach is not corrected within ninety (90) days.
In this event, USFOS shall continue to provide the
current operations staff for a period of at least one
hundred eighty (180) days beyond the set date of
termination. CITY shall compensate USFOS based on
USFOS' [(direct costs x [15%] overhead factor) x 1.1
profit fee multiplier].
O&MAgreement 15
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
C. Hold Harmless
USFOS hereby agrees to, and shall hold CITY, its
elective and appointive boards, officers, agents and
employees, harmless from any liability for damage or
claims for damage for personal injury, including death,
as. well as from claims for property damage which may
arise from USFOS, operations under this Agreement,
whether such operations be by USFOS or by any
subcontractor or subcontractors; provided, however, it
is understood that this Agreement does not apply to
bodily injury or property damage arising out of the
discharge, dispersal, release or escape of the FACILITY
effluent into or upon land, the atmosphere or any water
course or body of water unless as a result of the
negligence of USFOS or any subcontractor of USFOS.
Except as provided for above, USFOS agrees to and shall
defend CITY and its elective and appointive boards,
officers, agents and employees from any suits or
actions at law or in equity for damages caused or
alleged to have been caused by reason of any of the
aforesaid operations; provided as follows:
a) That CITY does not, and shall not, waive any
rights against USFOS which it may have by
reason of the aforesaid hold -harmless
agreement, because of the acceptance by CITY,
or the deposit with CITY by USFOS of any of
the insurance policies hereinbefore described
in Section III -N.
b) That the aforesaid hold -harmless agreement by
USFOS shall apply to all damages and claims
for damages of every kind suffered by reason
of any of the aforesaid operations of USFOS
or any subcontractor, regardless of whether
or not such insurance policies shall have
been determined to be applicable to any of
such damages or claims for damages, except as
provided in the second paragraph Section
VIII -D.
c) Notwithstanding anything to the contrary in
this Agreement: (1) neither USFOS nor its
O&MAgreement 16
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
subcontractors or vendors of any tier, nor
their respective officers, directors,
employees, agents or representatives, shall
be liable to CITY for consequential,
incidental, indirect or special damages or
loss of actual anticipated profits revenue or
substitute equipment, loss of use of
equipment or facilities, cost in excess of
estimated costs, plant down time, increased
expenses of manufacturing or operation,
claims or customers, costs, labor, equipment
or materials required for reconstruction or
repairs, or amounts of settlements arising
out of or relating directly or indirectly to
this Agreement; (2) CITY's exclusive remedies
against USFOS and its subcontractors or
vendors of any tier, and their respective
officers, directors, employees, agents and
representatives shall be only those expressly
provided in this Agreement; (3) USFOS shall
name the CITY as an additional insured on the
comprehensive general liability insurance
required to be carried under this Agreement,
using as the endorsement the attached Exhibit
A, with combined single limits of liability
of $1 million per occurrence and $2 million
aggregate; and (4) the cumulative liability
of USFOS, its insurers, its subcontractors
and vendors of any tier, and their respective
officers, directors, employees, agents and
representatives arising from or elating in
any way to the Facility (exclusive of USFOS'
liability under Section 9C for reimbursement
of fines and penalties)shall in no event
exceed on an annual aggregate basis an amount
equal to the proceeds of insurance received
by USFOS from insurance required to be
carried by USFOS under this Agreement, and
CITY assumes any excess liability. The
foregoing shall apply regardless of whether
liability or remedies arise in contract,
negligence, strict liability or otherwise.
O&MAgreement 17
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
D. Water Quality Protection
USFOS shall reimburse the CITY for those fines and
civil penalties imposed by regulatory agency on CITY
during the term of the AGREEMENT for violations of the
CITY's NPDES Permit #CA0037788, dated July 18, 1990,
caused solely by USFOS Is negligence or willful
misconduct. USFOS shall be given full authority to
contest such violations and CITY shall assist USFOS in
all such proceedings.
E. Dispute Resolution
If the parties cannot agree upon the respective
liabilities of the parties, either party shall notify
the other that such a disagreement exists. Within ten
(10) days after receipt of such notice, each party
shall appoint an arbitrator. Within twenty (20) days
after those arbitrators are named, they shall appoint a
third arbitrator. The three arbitrators shall
forthwith meet and determine the respective liabilities
of the parties. Arbitration shall be conducted
according to the rules of the American Arbitration
Association, Construction Industries Section. The laws
of the State of California regarding arbitration,
insofar as applicable, shall govern any arbitration
under this paragraph. The arbitrators may examine
evidence and witnesses. The decision of at least two of
the three arbitrators shall be final and binding upon
the parties hereto. The decision of the arbitrators
shall be in writing; and immediately upon its
completion, one copy shall be transmitted to the CITY
and one copy to USFOS.
F. Fire Insurance
CITY shall purchase and maintain standard fire
insurance policies, including extended coverage to the
full insurable value of the FACILITY; and USFOS shall
be named as an additional insured under these policies
during the life of this contract; and USFOS shall have
no liability to CITY with respect to loss, damage or
destruction covered by such policies.
O&MAgreement 18
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
G. City Financial Review
USFOS agrees to make its books and records relative to
he operation of the FACILITY available for inspection
by CITY, its designated agent, or designated
independent accountant for the specific purpose of
determining the validity of any requested increase for
compensation and for the general purpose of
ascertaining compliance with the provisions of this
Agreement. Such inspections shall be made during usual
business hours.
H. USFOS Capital
Any capital equipment provided by USFOS during the term
of this Agreement shall remain the property of USFOS.
In the event USFOS sells such equipment, the CITY shall
have first option to purchase.
I. USFOS Independent Contractor
It is understood that the relationship of USFOS to the
CITY is that of an independent contractor and that none
of the employees or agents of USFOS shall be considered
employees of the CITY.
J. Waiver of Rights
The failure on the part of
rights as to any provision
be construed as a waiver of
provision in the future.
K. Assignment
either party to enforce its
of the Agreement shall not
its rights to enforce such
This Agreement shall not be assigned by either party
without the prior written consent of the other unless
such assignment shall be to an affiliate or successor
of either party.
L. Equal Opportunity Rmployment
USFOS warrants that it is an equal opportunity employer
and shall comply with applicable regulations governing
O&MAgreement 19
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
equal employment opportunity. USFOS does not and shall
not discriminate against persons employed or seeking
employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry,
physical or mental disability, national origin,
religion, or medical condition, unless based upon a
bona fide occupational qualification pursuant to the
California Fair Employment & Housing Act. In
performing services under this Agreement, USFOS shall
not discriminate against any permit holder or persons
receiving or seeking service on the basis of age, sex,
color, race, marital status, sexual orientation,
ancestry, physical or mental disability, national
origin, religion, or medical condition.
M. Agreement Limits
This Agreement contains the entire Agreement between
the CITY and USFOS and supersedes all previous or
contemporaneous communications, representations or
agreements. This Agreement may be modified only by
written amendment signed by both parties.
N. City Access
CITY public works staff shall have access to the
FACILITY covered by this Agreement at all times, but
shall be required to first sign in at the FACILITY main
office.
O. Notices
All notices shall be in writing and delivered in person
or transmitted by certified mail, return receipt
requested, postage prepaid. Notices required to be
given to USFOS shall be addressed as follows:
Vice President/Regional Manager
2300 Contra Costa Blvd.
Suite 470
Pleasant Hill, CA 94523
Notices required to be given to the CITY shall be
addressed as follows:
O&MAgreement 20
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
CITY MANAGER
City Hall
501 Primrose Road
Burlingame, CA 94010
or to such other address as may be specified in written
notice.
IN WITNESS WHEREOF, the CITY and USFOS have caused
this Agreement to be duly executed as of the day and
year first above written.
CITY OF BURLINGAME US FILTER OPERATING SERVICES
0
CITY MANAGER
0
ATTEST:
By
UA
O&MAgreement 21
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
A
ADJUSTMENTS TO COMPENSATION
A. Adjustments to Compensation
From commencement of the contract until the contract
expires, compensation shall be increased or decreased.
It is the objective of this contract to minimize such
adjustments. Example triggers of contract adjustments
are as follows:
• Annual - Consumer Price Index (CPI -W) for all
costs other than electricity
• Periodic - Electricity based on an increase or
decrease of 10% in the 12 month average unit
cost and/or the 12 month consumption of
electricity in kilowatt hours
• Periodic - An increase or decrease of more than
10% in 12 month averages for flow and loading
• Periodic - An increase or decrease of more than
10% in Biosolids and Grit and Screenings wet ton
per year volumes and/or cost required for
disposal
• Periodic - Other factors such as changes in
regulatory requirements, approved USFOS turnkey
project improvements, etc.
The annual CPI adjustment shall be implemented on
July 1 of each year based on the change in CPI from
March 31 of the current year and March 31 of the
previous year. All periodic adjustments shall be
discussed during the annual meeting held prior to March
1 of each contract year.
All adjustments shall be made retroactive to the
date that the adjustment exceeded the upper or lower
trigger values. Suitable substantiating information
shall be provided by USFOS to demonstrate the need for
the adjustment. Adjustments shall be based on cost
exclusive of annual changes in CPI and shall be billed
or credited to the CITY by May 1 of that year.
-O&MAgreement A-1
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
B. Annual Adjustments - CPI -W
Compensation shall be increased or decreased annually
according to the following U.S. Department of Labor,
Bureau of Labor Statistics (B.L.S.) index:
Consumer Price Index (CPI -W) (San Francisco -Oakland,
1982-84 = 100). The first increase or decrease in
compensation shall be effective July 1, 3995 1999 and
shall be based on the sum total percentage change in
the abovementioned indices between February 28 1998 and
February 28 1999. Each subsequent increase or decrease
in compensation shall be effective each July 1 and
shall be based on the prior February 28 to February 28
change in the B.L.S. indices. Should the BLS index
change the method and manner of the CPI -W then both
parties agree to develop a new compensation standard
which equitable adjusts the annual compensation.
The percentage increase or decrease in service
compensation to be calculated annually shall be the
weighted percentage change in the CPI -W.
WEIGHT
INDEX CHANGE
WEIGHTED % CHANGE
% Change in CPI -W
Wt. % Change
0.856
X
San Francisco -Oakland
=
1982-84 = 100)
NOTE: Weighting factor is based on the percentage
of overall basic compensation contract costs
exclusive of electricity.
C. Periodic Adjustments
1) Electricity
2) Compensation shall be increased or decreased for
utility rate changes and/or overall electrical
consumption. Adjustments to the unit cost
electrical component of the compensation shall be
made annually during the annual review of project
indices—based on a 10% increase or decrease in the
annualized kilowatt-hour unit price. Should
-O&MAgreement A-2
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
overall electrical consumption over the monitoring
period increase or decrease by 10% due to
circumstances outside the control of USFOS,
compensation shall be adjusted accordingly.
Adjustments shall be made retroactive to the date
that the cost impact of the change was documented
by electric bills.
Initial baseline values for electrical unit
cost and overall electrical consumption are
as follows:
$0.0845 per kilowatt-hour
7,000 kilowatt-hours per day
3) Flow and Loading
The Annual Fee for services under this AGREEMENT is
based upon the following Project characteristics:
Flow 3.9 mgd
BODS 10,900 #/day
TSS 9,800#/day
Any annualized (12 month average) increase or
decrease of 10% in flow, BOD loading or SS loading
shall give either party the option to renegotiate
service compensation upon 30 days written
notification to the other party. All compensation
adjustments shall be retroactive to the beginning of
such 12 month period.
BOD loading and SS loading for the purpose of this
contract shall be calculated as follows:
Monthly BODS Loading
(lbs/day)
-O&MAgreement
Burlingame Wastewater Treatment Plant
_ (monthly average of daily
plant influent BODS in
mg/1) x (monthly average
influent flow in million
gallons per day) x (8.34
lbs/gallon)
-3
Version 1.8 6/25/98
Monthly Suspended
Solids Loading
(lbs/day)
4) Residuals Disposal
(monthly average of daily
plant influent suspended
solids in mg/1) x (monthly
average influent flow in
million gallons per day) x
(8.34 lbs/gallon)
Residual disposal which includes screenings, grease,
grit, and biosolids shall be the responsibility of
the USFOS. The current baseline conditions for these
residual amounts is: BioSolids 5,699 Wet Ton/Year and
per ton cost of $21.61, Grit and Screenings 240 Wet
Ton/Year per year and net per ton cost of $64.06.
5) General Provision For Adjustments
In the event that any changes in the scope of
operation for the FACILITY should occur (other than
those discussed elsewhere in this Attachment),
including but not limited to changes in flow or
loadings, changes in governmental regulations,
reporting requirements, and effluent standards which
increase the cost of operating the FACILITY, or
additions of turnkey capital or maintenance equipment
by USFOS to the City, USFOS shall be entitled to
additional compensation which would include
reasonable amounts for overhead and profit. Such
additional compensation will be: (1) negotiated by
the parties within a reasonable period of time or, if
no negotiated agreement can be achieved, (2) set as a
compensation adjustment of [(direct costs x USFOS 15%
overhead factor) x 1.1 profit fee multiplier].
D. Maintenance Payments
The City agrees to maintain throughout the contract
year the maintenance plan funds which were approved on
or before June 30th. USFOS shall complete these repairs
as required in a timely fashion. It is agreed that as
these maintenance projects from the maintenance plan
are completed, USFOS shall provide a monthly invoice to
the City for all maintenance plan expenditures. The
-O&MAgreement A-4
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
invoice amounts will show the actual expense with 15%
for overhead and 10% for profit.
E. Capital Payments
The City agrees to maintain throughout the contract
year the Capital plan funds which were approved on or
before June 30th. USFOS shall complete these repairs as
required in a timely fashion. It is agreed that as
these projects from the capital plan are completed,
USFOS shall provide a monthly invoice to the City for
all capital plan expenditures. In the City Fiscal year
1998-1999 there will be no profit and overhead charges
applied to any Capital purchases. In all subsequent
contract years the invoice amounts will show the actual
expense with 5% for overhead and 8% for profit. Capital
plan items shall exceed the capital dollar limit of
$50,000 and/or extend equipment life span. The CITY
and USFOS will review the overhead and profit
percentages for capital work with respect to
reasonableness during the annual review meeting held in
March.
-O&MAgreement
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
ATTACHMENT B
LIST OF VEHICLES AND EQUIPMENT
Treatment Plant
• ISCO Sampler: Model No. 3700 -FR
Serial No. 09279-249
• ISCO Sampler: Model No. 3700 -FR
Serial No. 09279-291
• ISCO Sampler: Model No. 2700
Serial No. 06162-035
• ISCO Sampler: Model No. 3700
Serial No. 19GL00588
• 1981 GMC Pickup - License E755889
• 1981 Peterbilt tractor - License E062842
• Forklift Model No. 42-SFG25
Serial No. 42-SFG20-25
Laboratory_ Equipment
• Satorius Analytical Balance, BP 2105 SN: 60108259
• Coliform Incubator IC -62 Scientific Products
• BOD (Biological Incubator) by Hot Pack
• Blue M - Fecal Coliform H2O Bath Model Magni-Whirl
• VWR Drying Oven, Model 1350F
• Market -Forge Autoclave (for sterilization)
• Labconco - Laborabory - Steam Dishwasher
• VWR 1350G Dry Sterlizing Oven
O&MAgreement B-1
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
• Thermolyne 6000 Furnace
• Hach 2100N Turbidimeter
• Leica Macrostar IV Phase Contrast Microscope
• Orion HO pH/ISE Meter
• Ohaus CT200 Media Balance
O&M Agreement B-2
Burlingame Wastewater Treatment Plant
Version 1.8 6/25/98
ATTACHMENT C
INDUSTRIAL WASTE PROGRAM
In accordance with CITY Ordinance Number 1572, USFOS
shall manage the Industrial Waste Program and shall be
responsible for compliance inspection, permitting,
sampling, and follow-up as required. The number of
industries covered under this program, as of the July
11, 1997 staff report is:
Industry Type
Number in Category
Light
98
Moderate
16
Heavy
11
Non -Conventional/ Groundwater
7
TOTAL
132
USFOS shall be responsible for all routine testing for
the above industries. However, it is anticipated that
additional retesting beyond that normally required will
be necessary. In such circumstances, USFOS shall
invoice the CITY for actual cost of these tests plus a
15% overhead and 1.1 profit multiplier.
O&MAgreement C-1
Burlingame Wastewater Treatment Plant
O
o
0
o
O
O
o
O
o
O
O
O
N M
O
O
O
LO
0
U')
O
O N
(A
H)
to
N
O
O
O
O
O
N
O
O
UC7
O
U -)-
7O
T
0
O N
H)
64
09
N
CD
CD
CD
0
O
O
O
O
p T
O
LO
O
O
O
-q7
cli
Ili
O
N
Ef}
EL)
N
O
O
O
O
O
O
O
O
O
O
O
CK5
LI)
01
�
�
EA
6969-
N
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O CD
O
O
O
O
O
O
O
N
o�
o
L6
ui
ui
L6
M
o
�47
O O
r
Cfi
T
r
fA
(Al
CO
ffi
r T
Efl
M
6c3
ER
Z
Z
LL
Q
Y
Y
O
Y
Zz
°iwww
cnaT
Q
Z
�o
Q
m
v
_
Q
d
0'
Q
T
m
W
W
Z
r
N
M
❑
d
0..
�#
*k
*
M
V'
LO
CO
N
CO
�'
�'CD
0
w
w
IL
ILa*
z❑
c
❑
F-
��r
a
a
Q
U
—»-❑❑❑zzzz
HI—���UUtncnQW
cn
a
Qp>I—
ZZJJLL�ddCnU(4(n�UC7
OI
ww00wHF-H¢¢QQ
zzaazc�U�7C7wLLc7
m
m
m
m
Z
Z
Y
W
W
p❑
U
w
Z
Q
W
J
J
J
Z
Z
Z
U
W
W
0
LL
W
W
W
ZZzZQQQ(JOU��
"
W
Z
J�
�LL
LL
LL
O
O
Z=❑❑
O
O
O
O
Q
n
m❑❑-
w
w
-
w
Q
�W
W
❑❑L
iHHi=Hmww»=C�(7wwWa=
❑
-iii
JJ~❑❑U`
C7�1-W
mQOY
w
TUU
LLLLLLQQ�Q�
W
W
U
U
H�
D
Z
Z
Z
0��
w
W
W
w
W
W
W�w
W
W
W
�-
W
--
O
J
OQ-122
Q
Q
Cn
0
J
J
J
g����
W
(A
(n
i=
m
-0
m
a'
C
7
Xw
�,
QEEWWWZZZ""W�=QQzpLL
o
w
w�
F -W
❑X
w
v
W
ug
W
W
W
❑❑
o -
w
���
0000
o
<z�-2LL
o
0
F-
F-
W
W=
W
Z-
U
a
LL
a
m
m
m
m
LL
(D
0
(D
(D
CD
LL
LL=
m
U
0❑
LL
Q
N
M
V
Cn
T
N
I�
O
r
N
O
O
r
N
O
0
r
N
r
r
N
C)
C)
N
M
M
r
O
r
0
0
0
0
0
N
N
N
O
r
r
r
O
N
N
N
N
N
(O
O
O
O
O
r
r
r
3
O
O
r
M
M
In
�
t`
n
N
I�
W
N
co
W
O
r
r
r
r
r
CO
C4
CO
CO
CO
CO
I�
6
O
r
O
0
0
0
0
0
0
0
0
0
0
0
0
r
r
r
r
r
r
r
r
r
r
r
r
r
W
c
co
FE
fo
}
LL
co m
L C
U)
C: (D
co E
CL L
NU
C.)
f0
is g
c
N
c :3@ c
E co
m
o 0)
N �O
O 3
� o
w •>
W
OU
z
N
0
N
m
L
CD
o
00
0
ccoo�
N M
O
O
O
�
O
O
M
O
L6
L6
L6
147
C6
L6
00
N N
ul
U3
E»
c
�3
CD
CD
0
co
00
N
OOD
LO
LO
00
CO
0
O
O
N
6�4
EA
V
O
M
N
fR
fPr
O
O
O
Cl
O
I�
fl -
O r
co
O�
O
Lo
O
r
O
0
1.6
N N
�
�
�
�
b'}
0
0
0
0V)U)
O O
c0
LO
Lo
M
�
00
CD O
r N
ff}
(AT
r
Ei)
O
O
O
O
O
O O
O
O
N
O
N
T O
T O
ER
c-
O
O
co
c0
r
O
r r
fA
6
EF1
r
E9
ER
w
W
w
W
^
^
w
3
co
r
v
r
N
�k
RQ
O
(n
U)
O
O
}
0
LULU
�
ZZ**
(n
LU
CLOOIxw
W
ul
LUJ
U-
W
W
Z
C
LL
LL
LLQ
or
Q
Q
J
J
0
Ow
ED
a-
W
D
WLu
W
W
n.QQ
cn
CO
W
J
U
d
aa�I
<LUO"o�00�
W
Q
D
J
J
J
(jj
W
0
0w
CD
Z
W
W
d
W
J(D**
Q
Q
Z}
w
00
M0
0
>
V
O��
0
0
0(0
Z
0
g
_Ucq�UU
Q
Q
}Z
>
cUn
W
L)
cn
COU
C7
W
Q
U
W
W
W
W
O4<<
CL0-ad
LL
W
(L
CL
222--1
<M
MQm�r2�
z
Z
aMM
¢c
uj
-j
cn
co
n
i)acaog
Q
ti
O
c-
r
h
Co
Cl
Lr)C)
1)
CO
O
O
N
N
00�
O
r
N
Cl
0
0
O
O
7
aD
00
W
Cr)
N
N
V•
O
O
O
O
0
O
P•)
r
N
N
N
M
M
M
M
M
M
W
co m
L C
U)
C: (D
co E
CL L
NU
C.)
f0
is g
c
N
c :3@ c
E co
m
o 0)
N �O
O 3
� o
w •>
W
OU
z
N
0
N
m
L
a)
LL
i
C
LU
LL
a�
E
t •-
U
2 (4
aU
a)
Q
C13
L
N
C
f6
a3
7
C O)
C C
a)
� N
E
M
a L
Q
m
a �
f6
ca
L C
N c
C a3
N a)
Q �
m
CL
0-0
m N
Cl
O
O
N M
O
co
L6
O
ti
N N
Efl
ER
O
EH
ta
O
O
O
O
N
O
Cl
O
O
O
O
cli
00
OV N
64
(a
ffJ
p r
O
O
O
O
O
O
LO
tot00
In
O
O
N N
ffl
EA
0
Cl
L
O
O
C
�
p3 O
a) 0
00
O
O
O
00
T N�3
W
61)
M
�
�rn
o
0
0
m
01 M
o
0
N
o
CO
6
H}
ER
E
Q
I
T
U
p`
o
U
uj
m
E
a
o
E
O'a
O-0
LL
-
N=
T
N
Q
O
C
=
w
a�
a
a)
>
p
°
ca
E
aa))
U
N
2
E"
O(
O
a
.�.
c
a)
w
a)
O
a
O
d
O)
C
N
'O
'
U
Y
o
U
O
o
O
rn
�'
O)
c
a�
"
f0
C
tq
a3
U
N
U
Q'
Ui
C
a)
(� +
w
o
f
0
�,
O
c
N
C
m
LL
U`
c
C.
~
O
N
.N
:r
O
a3
a3
a)
N
`
O =
`o
N
UM
�CL
ca
am
3:
o
a)O
O
a)
7
a✓
a)
a)
f0
�0
a)
O)
() O
o
5U'
�mU)
m(nd(nZ02U
Z
O_
it
O
M
Z ~
>>
3
O
�Z�ZN�o
Z�
LU
lrr L
r
Z
O
U
a)
Q
C13
L
N
C
f6
a3
7
C O)
C C
a)
� N
E
M
a L
Q
m
a �
f6
ca
L C
N c
C a3
N a)
Q �
m
CL
0-0
m N