2013-2722013-272
Resolution Authorizing Town Supervisor to Execute Agreement with CAMO Pollution
Control, INC. For Management, Supervision, Operation, and Maintenance of the Town of
Wappinger Water and Wastewater Treatment Facilities and Systems
At a regular meeting of the Town Board of the Town of Wappinger, Dutchess County,
New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on December
9, 2013.
The meeting was called to order by Barbara Gutzler, Supervisor, and upon roll being
called, the following were present:
PRESENT: Supervisor - Barbara Gutzler
Councilmembers - - William H. Beale
Vincent F. Bettina
Ismay Czarniecki
Michael Kuzmicz
ABSENT:
The following Resolution was introduced by Councilman Bettina and seconded by
Councilwoman Czarniecki.
WHEREAS, Camo Pollution Control, Inc. (hereinafter "CAMO") is a corporation with
special expertise in the area of the management, supervision, operation and maintenance of
Water and Wastewater Treatment Facilities and Systems; and
WHEREAS, the Town has determined it is in its best interest and the best interest of its
residents, citizens and taxpayers to obtain professional services to manage, supervise, operate
and maintain its existing Water and Wastewater Treatment Facilities, Distribution and Collection
Systems; and
WHEREAS, the Town Board hereby approves CAMO for the purpose of managing,
supervising, operating and maintaining the Water and Wastewater Treatment Facilities,
Distribution and Collection Systems within the Town of Wappinger and hereby authorizes the
Town Supervisor to execute the Agreement with CAMO, in substantially the same form as
attached hereto marked and designated as Exhibit "1 ".
NOW, THEREFORE, BE IT RESOLVED:
1. The recitations above set forth are incorporated in this Resolution as if fully set forth
and adopted herein.
2. The Town Board hereby authorizes the Town Supervisor to execute the Agreement for
Management, Supervision, Operations and Maintenance of the Town of Wappinger
Water and Wastewater Treatment Facilities and Systems with CAMO, in substantially
the same form as attached hereto, and further authorizes the Supervisor and the
Attorney to the Town to negotiate modifications to the proposed Agreement provided
such modifications do not change the meaning and intent of the Agreement.
The foregoing was put to a vote which resulted as follows:
BARBARA GUTZLER, SUPERVISOR Voting: AYE
WILLIAM H. BEALE, COUNCILMAN Voting: AYE
VINCENT F. BETTINA, COUNCILMAN Voting: AYE
ISMAY CZARNIECKI, COUNCILWOMAN Voting: AYE
MICHAEL KUZMICZ, COUNCILMAN Voting: AYE
Dated: Wappingers Falls, New York
12/9/2013
The Resolution is hereby duly d ared adopted.
MICR L J. LEO OWN CLERK
EXHIBIT "1"
AGREEMENT
BETWEEN
TOWN OF WAPPINGER
AND
CAMO POLLUTION CONTROL, INC.
FOR
MANAGEMENT, SUPERVISION
OPERATIONS AND MAINTENANCE
OF THE
TOWN OF WAPPINGER
WATER AND WASTEWATER TREATMENT FACILITIES AND SYSTEMS
DECEMBER, 2013
AGREEMENT
BETWEEN
TOWN OF WAPPINGER
AND
CAMO POLLUTION CONTROL, INC.
FOR THE MANAGEMENT AND SUPERVISION,
OPERATION AND MAINTENANCE OF THE
WATER AND WASTEWATER TREATMENT FACILITIES AND SYSTEMS
TOWN OF WAPPINGER, DUTCHESS COUNTY, New York, a municipal
corporation of the State of New York, maintaining its Town Hall
at 20 Middlebush Road, Wappingers Falls, Dutchess County, New
York, 12590 [hereinafter referred to as "TOWN"],
-and-
CAMO POLLUTION CONTROL, INC., a domestic corporation, authorized
and existing under the laws of the State of New York, having its
principal place of business at 1610 Route 376, Town of
Wappingers Falls, Dutchess County, New York, 12590 [hereinafter
referred to as "CAMO"].
PAGE 2
WHEREAS, CAMO is a corporation with special expertise in
the area of the management, supervision, operation and
maintenance of Water and Wastewater Treatment Facilities and
Systems; and
WHEREAS, the TOWN has determined it is in its best interest
and in the best interest of its residents, citizens and
taxpayers to obtain professional services to manage, supervise,
operate and maintain its existing Water and Wastewater Treatment
Facilities, Distribution and Collection Systems; and
WHEREAS, the Town Board of the TOWN, at a regular/special
meeting held by it on the day of 20 adopted a
resolution which authorized and empowered the Supervisor of the
TOWN to execute, acknowledge and deliver this Agreement, which
engages CAMO to perform professional services in furtherance of
the TOWN's plan to provide expert management, supervision,
operation and maintenance of its existing Water and Wastewater
Treatment Facilities, Distribution and Collection Systems; and
NOW, THEREFORE, in consideration of the mutual covenants
and conditions hereinafter contained, the parties hereto agree
as follows:
PAGE 3
ARTICLE 1 - NATURE OF THE PROJECT; The TOWN hereby retains
CAMO to, and CAMO hereby agrees to manage, supervise, operate
and maintain the TOWN's existing Water and Wastewater Treatment
Facilities, Collection Systems, Distribution Systems and
Pretreatment Program. The service shall be furnished by CAMO
with and through its various officers, employees, associates and
staff for the following facilities:
A. All equipment, grounds and facilities located within
the present boundaries of the property generally known
as the Town of Wappinger Water and Wastewater
Treatment Plants which are located in the Town of
Wappinger, Dutchess County, New York.
B. All of the equipment, grounds and facilities located
within the present boundaries of the following
properties:
Wastewater Treatment Plants
1. United Wappinger Sewer District
a. Kent Road Pump Station
b. Old Meyers Corners Pump Station
c. Roberts Road Pump Station
d. Kendall Farms Pump Station
e. Cedar Heights Pump Station
f. Fieldstone Farms Pump Station
g. Oakwood Pump Station
h. Baldwin Drive Pump Station
i. Russett Lane Pump Station
PAGE 4
Wastewater Treatment Plants (Cont'd)
j. Sherwood Heights Pump Station
k. Rockingham Pump Station
1. Mac Farland Pump Station
m. Hannaford Pump Station
2. Wildwood STP (L & A)
3. Mid Point STP (Royal Ridge)
4. Fleetwood STP
Water Treatment Plants
1. United Wappinger Water District
a. Hilltop Well Field
b. Rockingham Well Field
c. Top-O-Hill Pump Station
d. Hilltop Storage Tanks
e. Rockingham Storage Tank
f. Eck Drive Booster Station
g. Atlas Well Field
h. Meadowood Well Field
2. Fleetwood Water District
a. Line from Meter Pit
b. Pressure Reducing Station
3. Tall Trees Water District
PAGE 5
Water
4. Watch
C. All trunk,
sewers whi
boundaries
the TOWN.
Treatment Plants (Cont'd)
Hill Water District
force main, interceptor and collector
~h are located within the bounds or
of rights-of-way and/or easements owned by
ARTICLE 2 - TERM:
A. The Services to be provided under the terms of this
Agreement shall commence on January 1, 2014 and shall
terminate on December 31, 2018 and shall be renewable
pursuant to renegotiations which will commence on
September 1, 2018. The cost for the services provided
by this Agreement will be adjusted annually as of
January 1, in each year hereafter as provided below.
The first adjustment to be made January, 2015.
This contract will be subject to funding by the Town
Board.
ARTICLE 3 - SCOPE OF SERVICES:
A. On all above mentioned Water and Wastewater Treatment
Facilities CAMO shall perform, record and implement
the appropriate action necessary as derived from
visual, sensory and biochemical observations taken of
critical key elements in each process limit area to
determine the presence or absence of plant compliance
within the permissible range of quality parameters
prescribed by the New York State Department of Health
and the Dutchess County Department of Health or any
other regulatory agency having jurisdiction. If
compliance is not found, such compliance will be
obtained by CAMO, if within the purview of its
professional expertise; if without, CAMO will make its
professional recommendations as to those steps
necessary to obtain compliance directly to the TOWN's
designated representative.
B. CAMO shall, on or before September 30 of each year,
prepare a proposed operating budget of the Wastewater
PAGE 6
ARTICLE 3 - SCOPE OF SERVICES (CONT'D):
and Water Treatment Districts and/or improvement areas
listed in Article I for adoption by the Town Board as
required by law. CAMO will provide knowledgeable
personnel for attendance at budget hearings and
meetings of the TOWN. CAMO agrees that its
labor/personnel costs shall not increase by more than
the percentage increase in the Consumer Price Index
for the greater New York area in any future budgetary
year hereafter.
C. CAMO will provide maintenance and repairs for all
equipment and structures. An inventory of equipment
shall be maintained by CAMO. Documentation of routine
maintenance according to manufacturers' specifications
will be performed and recorded by CAMO.
D. The TOWN shall have the right to inspect these
maintenance records during normal business hours. CAMO
will submit, upon request, documentation of the cost
effectiveness of "repair versus replace" decisions
made by it. Maintenance and repairs for all equipment
and structures shall not include costs associated with
flood, fire or other similar extraordinary occurrences
not within the control of CAMO. CAMO will pay for
equipment repair or replacement provided for in the
District's 0 & M Budget.
E. CAMO will pay all expenses incurred in usual treatment
plant operations including wages, salaries, utilities
and consumables such as fuel and lubricants.
F. CAMO will provide a staff sufficient to perform this
Agreement and to conform to current standards for the
operation and maintenance of the existing Water and
Wastewater Treatment Facilities, Distribution and
Collection Systems. The staffing levels, training,
PAGE 7
ARTICLE 3 - SCOPE OF SERVICES (CONT'D):
experience, certification and scheduling of personnel
shall be undertaken by CAMO according to its best
knowledge, judgement and professional experience in
the operation and maintenance of Water and Wastewater
Treatment Facilities.
G. CAMO will institute a program, in accordance with
prevailing operational practice, which reviews and
records the performance of process units to determine
the following:
1. The nature, substance, volume, physical, chemical
and biological characteristics of the water and
wastewater treated, and the TOWN will receive
immediate notification of any abnormalities; and
2. The occurrence of permit violations and variance
from the norm established by applicable
regulatory guidelines and the reasons therefore
to the extent determinable; and
3. Remedial actions necessary to correct violations
or irregularities; and
4. Updated evidence of fair wear and tear
conditions; and
5. The degree of urgency to repair, adjust,
calibrate and reinstall suspect components; and
6. Reasonable longevity expectations of each
structural, electrical, mechanical and chemical
assembly forming part of the complete operations
system of the facility.
H. CAMO shall prepare and submit all operating reports
pursuant to the New York State Department of
Environmental Conservation Pollutant Discharge
Elimination System Discharge (SPDES) Permit
requirements.
PAGE 8
ARTICLE 3 - SCOPE OF SERVICES (CONT'D):
I. CAMO assures that all assignments conducted by it are
conducted in such a way that they maintain each work
place in a clean, sanitary and hygienic condition.
J. All records compiled, acquired, used and maintained by
CAMO, in the performance of this Agreement, including
written reports shall become and remain the property
of the TOWN.
K. Unbudgeted capital expenditures and emergencies which
exceed $5,000 and will only be made subject to
appropriate approvals and funding by the TOWN.
L. CAMO will exchange information developed during the
course of the work with such consultants as the TOWN
may choose to employ as pertinent to the objects of
the Agreement; and, shall work with other TOWN
consultants so as to produce a unified recommended
approach to the comprehensive Wastewater Treatment
planning objectives of the TOWN.
M. CAMO will haul and dispose of screenings, grit and
sludge at an agreed upon site. Any change in the
requirements or location of screenings, grit and
sludge disposal site will be considered to be a change
in scope or service type.
N. CAMO shall comply with and be responsible for any
violation of all applicable provisions of the Labor
Law, the Workmen's Compensation Law, State
Unemployment Insurance Law, Federal Social Security
Law, and any and all rules and regulations pertaining
to the operation and maintenance of municipal water
and sewage treatment facilities promulgated by the
Department of Labor and/or the Industrial Commissioner
of the State of New York.
PAGE 9
ARTICLE 3 - SCOPE OF SERVICES (CONT'D):
0. CAMO shall not be responsible for any liability in
regard to the Distribution, Collection, Treatment
and/or Water and Sewer Systems serviced by it unless
such liability arises from acts, omissions or failure
to perform by CAMO or its employees.
P. CAMO shall obtain and provide for all sampling and
testing required by the SPDES Permit and Part V of New
York State Sanitary Code.
Q. CAMO will provide, before the commencement of this
Agreement, and annually thereafter, a report of the
general condition of all equipment, and further
provide its cooperation in the development of long
range plans (a three year to five year plan) for the
upgrading of all equipment and components in the Water
and Wastewater Treatment Facilities and Distribution
and Collection System.
R. CAMO will notify the TOWN of any and all water main
breaks and sewer backups it becomes aware of, together
with its analysis of the cause and recommended action.
S. CAMO shall be liable for all fines which may be
imposed by a regulatory agency for CAMO caused
violations of current standards established by the
regulatory agency within the scope of this contract.
CAMO reserves the right to contest any such fines in
administrative proceedings and/or in court prior to
any payment by CAMO. CAMO will indemnify the TOWN
against losses or damages, including attorney's fees
for all CAMO caused violations.
T. CAMO will prepare all necessary forms to apply for any
sewer 0 & M aid monies available through any state or
federal programs. CAMO shall be responsible for
monitoring and applying for any new aid programs which
may become available during the life of contract.
PAGE 10
ARTICLE 3 - SCOPE OF SERVICES (CONT'D):
U. CAMO will provide appropriate documentation to the
TOWN in regard to user non-compliance with the TOWN's
Sewer Use Ordinance. The documentation will include a
tabulation of costs incurred as a result of such user
non-compliance.
ARTICLE 4 - COST OF SERVICES:
A. The cost to the TOWN for the period January 1, 2014 to
December 31,2018 for the management, supervision,
operation and maintenance services as described herein
to be provided by CAMO is set forth in Exhibit "B",
attached hereto and made part hereof.
B. The cost to the TOWN for the services to be provided
for the ensuing calendar years during the term of this
Agreement shall be the total sum of the operating
budgets (exclusive of administrative cost provided by
the Town as set forth in said budget) adopted by the
Towri Board for each of the districts/improvement areas
identified in Article I.
C. The cost of services shall be paid in equal
installments, payable monthly in arrears.
D. The cost for services herein made and
firm, except that they may be changed
decrees or requirements tending to of
rates. In such case the parties agree
the price to account for any increase
basis of cost.
provided are
by governmental
fect manhour
to renegotiate
in cost on the
E. The parties agree that the prices agreed to herein are
based upon existing mandated regulatory permits and
standards and in the event such permits or standards
are materially changed to require additional services,
compensation for the same shall be separately
negotiated as a change in scope.
PAGE 11
ARTICLE 5 - CHANGES IN SCOPE:
A. In the event any changes in treatment plant operation,
reporting requirements or personnel qualifications
required by a governmental agency having jurisdiction
are imposed, subsequent to the adoption of operating
budgets, the cost of services shall be increased or
decreased based on compliance with the governmental
agency regulations. A minimum of a thirty (30) day
cost monitoring period shall be instituted to provide
sufficient data for imposition of the increase or
decrease in compensation.
B. The parties agree that the compensation negotiated in
this Agreement is for the operation of the Wastewater
Treatment Plants, the Water Treatment Plants
Collection and Distribution Systems at the existing
wastewater flow rate and characteristics, and water
flow rate and characteristics.
C. The parties agree that in the event modifications of
the facilities are proposed and planned for
construction, whether as a part of Treatment or
Collection/Distribution Systems, it is their
respective intent that CAMO will manage, operate and
maintain the Treatment, Distribution and Collection
Systems as modified. The parties further agree that
they will negotiate a change in scope of this
Agreement within sixty (60) days of the completion of
the preliminary design of such modifications.
PAGE 12
ARTICLE 6 - REPRESENTATIONS, OBLIGATIONS AND WARRANTIES OF
THE TOWN:
A. As further consideration for this Agreement, the Town
agrees to:
1. Provide, at its cost and expense, such adequate
fire protection, security lockup systems and
intruder preventative safeguards as may
reasonably be required; and
2. Designate a representative who is authorized by
it in writing, to certify and authorize work
schedule requirements, as well as any corrective
maintenance required which is not within the
scope of this Agreement; and
3. Act promptly upon CAMO's request for
authorizations and approvals to provide for an
orderly and expeditious progress in work and for
the orderly and expeditious execution of CAMO's
program; and
4. Examine expeditiously all studies, reports and
other documents presented to it by CAMO, and to
expeditiously render, in writing, any and all
decisions pertaining thereto within a reasonable
time; and
5. Maintain at its cost and expense, title to all
existing easements that have been granted to or
are held by the Town as the owner of the
equipment and facility; and
6. Maintain at its cost and expense, title to all
existing easements that have been granted to or
are held by the Town as the owner of the
equipment and facility; and
7. Procure at its cost and expense, title to any and
all rights-of-way and easements necessary to
operate the facility and collection system
covered by this Agreement for the benefit of
CAMO; and
PAGE 13
ARTICLE 6 - REPRESENTATIONS, OBLIGATIONS AND WARRANTIES
OF THE TOWN (CONT'D):
8. Provide at its cost and expense, legal access to
all parts, and portions of site, including pipes
or pipelines running in, upon, over, under or
through real property owned by others as shall be
reasonably necessary for equipment and personnel
to operate and maintain the facility; and
9. Provide at its cost and expense, legal access
necessary for CAMO to carry out all inspection,
surveillance and monitoring procedures, including
rights to enter into and upon any private
property of any Industrial User subject to the
provisions of the Clean Water Act to assure
compliance with pretreatment standards; and
10. Any change in either disposal processes or the
disposal site for the disposal of screening, grit
and sludge shall be considered to be a change in
scope; and
11. The TOWN will, based upon documentation presented
by CAMO seek recovery of the cost incurred for
user non-compliance with the TOWN's Sewer Use
Ordinance. Upon recovery of such costs, the TOWN
will reimburse CAMO based upon an amount agreed
between CAMO and the TOWN.
ARTICLE 7 - DEFAULT:
A. In the event of a substantial default by either party
of this Agreement, the other shall give it notice of
the nature and extent of such default and shall demand
that the default be cured within a reasonable time. If
the defaulting party fails to cure its default, then
the other may elect to terminate this Agreement.
PAGE 14
ARTICLE 7 - DEFAULT cont.:
B. The provisions of this Article shall be in addition to
and not in derogation to any other rights or remedies
of the .parties whether at law or in equity.
ARTICLE 8 - INSURANCES:
CAMO Pollution Control, Inc shall indemnify and hold harmless
the Town of Wappinger against all claims on account of injury,
loss or damage arising or alleged to arise out of or in
connection with the occupancy of the Town of Wappinger premises
including all expenses incurred by the Town of Wappinger in the
defense settlement or satisfaction thereof including expenses of
legal counsel.
In addition CAMO Pollution Control agrees to provide to the Town
of Wappinger, a certificate of insurance, which indicates
coverage per Exhibit C (attached) and is in force, with
Selective Insurance Company. Required language can be submitted
on certificate of insurance.
No approval is granted or implied unless and until all
requirements as outlined above have been submitted to, received
and accepted by the Town of Wappinger.
ARTICLE 9 - SEVERABILITY:
A. In the event a court or administrative agency of
competent jurisdiction finds that any provision of
this Agreement is void, voidable, unenforceable,
illegal and/or unconstitutional or for any reason is
invalid, it shall not affect the remaining provisions
of this agreement which shall remain in full force and
effect except as affected by the order, judgement,
finding or decree of such court or administrative
agency of competent jurisdiction.
PAGE 15
ARTICLE 10 - CONFLICTS OF INTEREST:
A. No member, officer or employee of the TOWN has or
shall have, during his/her tenure or for one (1) year
thereafter, any interest, direct, indirect or
contingent, in this Agreement or the proceeds thereof.
ARTICLE 11 - MERGER AND MODIFICATION:
A. This memorialization of the Agreement between the TOWN
and CAMO contains the entire Agreement between the
parties. Neither party to this Agreement is relying
upon any representation of the other not specifically
set forth herein.
B. This Agreement may not be modified, amended, changed
or altered in any way except by an agreement, in
writing, executed by the parties with equal solemnity
herewith.
ARTICLE 12 - ASSIGNMENT:
A. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns
provided that this Agreement may not be assigned by
either party except upon the express written consent
of the other.
ARTICLE 13 - GOVERNING LAWS:
A. This Agreement shall be governed by the laws of the
State of New York.
PAGE 16
ARTICLE 14
A. This Agreement between the TOWN and CAMO replaces all
other agreements in existence between the TOWN and
CAMO.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seal on the day first above written.
TOWN OF WAPPINGER
DATE:
BY:
BARBARA GUTZLER
SUPERVISOR
CAMO POLLUTION CONTROL, INC.
DATE: BY:
MICHAEL P. TREMPER
VICE PRESIDENT
PAGE 17
The following are from the 2014 O & M Budget and are included in
CAMO Pollution Control Inc.'s O & M Contract:
Managing Operator
Supervisor
Wages of Personnel
Repair/Maintenance of Plant
Repair/Maintenance of Pump Station
Telephone
Electricity
Chemicals
Supplies
Fuel Oil
Uniforms
Maintenance Contracts
Schools and Meetings
Sludge Removal
Water
Services of a Certified
Laboratory
Employee Benefits
Radios
New Equipment
Office Supplies
PAGE 18
~..~.; ~..; ~ n
WASTEWATER TREATMENT PLANTS (2014)
Annually
United Wappinger Sewer $682,000
Fleetwood STP $ 98,020
Wildwood STP $158,000
Mid Point STP $116,500
WATER TREATMENT PLANTS (2 014 )
United Wappinger Water District $887,950
Fleetwood WTP (27,000 CAMO 30,000 purchase water) $ 57,500
Tall Trees WTP $ 35,900
Watch Hill WTP $ 18,500
PAGE 19
~..w : ti.: ~. ~
Contractor shall secure and manintain during the life of this
contract, including any guarantee period, the following
insurance:
COMMERCIAL GENERAL LIABILITY INSURANCE
Bodily Injury and Property Damage
Products and Completed Operations
Medical Payments
Coverages to include but not limited to:
Blanket contractual
Broad Form Property damage
Fire Legal Liability
Conditions:
$1,000,000 per/occ
$2,000,000 Agg
$2,000,000
5, 000
Owner to be listed as additional named insured on a
primary, non-contributory basis
Insurance to be provided by Carrier with a rating no less
than "A" as rated by A. M. Best. Co.
All Liability insurance is to be issued on an occurrence
basis
AUTOMOBILIE LIABILITY INSURANCE
Combined single limit $1,000,000
WORKERS COMPENSATION INSURANCE
Limits Statutory
Employers Liability $1,000,000
EXCESS LIABILITY INSURANCE
Limit $5,000,000