Exhibit 10.26
AGREEMENT XX. 00-00(0)
XXXXX XXXXX XXXXXXXXX XX. 00-00 W.B.
AMENDMENT NO. 1 TO AGREEMENT NO. 99-73
THE NORTHEAST BAKERSFIELD WATER SUPPLY AGREEMENT
THIS AMENDMENT NO. 1 TO AGREEMENT NO. 99-73 is made and entered into on
OCT 3 2001, by and between the CITY OF BAKERSFIELD a Charter CITY and municipal
corporation, ("CITY" herein) and, CALIFORNIA WATER SERVICE COMPANY, a California
public utility water corporation, ("CAL WATER" herein).
RECITALS
WHEREAS, on March 31, 1999, CITY and CAL WATER entered into Agreement No.
99-73 concerning the Northeast Water Supply Project ("NEWSP" herein); and
WHEREAS, as of March 31, 1999, certain details of the NEWSP were yet to be
determined; and
WHEREAS, NEWSP details are currently more fully determined; and
WHEREAS, CAL WATER and CITY desire to establish terms and conditions for
the Water Supply for the NEWSP and operation and maintenance of certain NEWSP
facilities and secure long term use of certain facilities by each entity for the
NEWSP; and
WHEREAS, CAL WATER and CITY desire to amend Agreement No. 99-73 to include
terms and conditions for water supply, operation and maintenance and term of use
of certain facilities.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CAL
WATER mutually agree to amend Agreement No. 99-73 as follows:
1. Section 1, WATER SUPPLY, is hereby amended to read as follows:
1. WATER SUPPLY. CITY will make available to CAL WATER a Kern
River surface water supply to serve the needs of present and future
CITY residents located in the area of Service described in Section 2
herein. The parties anticipate CITY will make available to CAL WATER
up to 22,400 (twenty-two thousand four hundred) acre-feet per year
or an average 20 million gallons per day (MGD) starting February 1,
2003 to meet the initial needs of a newly constructed water
treatment plant. CITY will provide additional water to meet future
demands of an expanded Bakersfield water treatment plant consistent
with the
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Schedule in Exhibit "A" (as substitute for Exhibit "B" In Agreement
No. 99-73) attached hereto.
2. Section 2, AREA OF SERVICE, is hereby amended to read as follows:
2. AREA OF SERVICE. The area to be served with high quality treated
water from the NEWSP shall be within the franchise service territory
of CAL WATER's Bakersfield district, whose location is generally
within the area south of the Kern River, within the CAL WATER Xxxxxx
service area to the east, south to the East Niles Community Service
District, and the remaining Bakersfield district service area of CAL
WATER to the west The NEWSP distribution area may be changed by the
mutual consent of both parties and may be adjusted for CITY
annexations; however, CAL WATER understands the CITY will require
water supplied hereunder be delivered within CITY limits no matter
what the specified area described in this Agreement CAL WATER may
determine how best to serve both CITY and unincorporated residents
with water from various sources including its xxxxx, the Xxxx County
Water Agency water treatment plant and the NEWSP, subject to the
constraint that the water delivered to the unincorporated areas is
less than that produced and delivered from sources other than NEWSP.
CAL WATER may transfer banked groundwater supplies to CITY to
balance NEWSP deliveries to unincorporated areas. Both parties
acknowledge the water acquired hereunder by CAL WATER may be
commingled with other waters, as described herein, at any time with
the resulting goal that the water quality at all times shall meet or
exceed all Federal, State, and local statutory and regulatory water
quality standards, including, but not limited to1 California
Department of Health Services standards. A map showing the NEWSP
area is attached hereto as Exhibit "C" (as attached to Agreement No.
99-73 ) and Incorporated by reference as though fully set forth.
3. A new section, 4.4, shall be added to Agreement No. 99-73 and shall be
entitled "NEWSP Details" as set forth below.
4.4 NEWSP Details. The following NEWSP details have been agreed to
by the CITY and CAL WATER with the understanding that said NEWSP details
are intended to supplement Sections 4.1 and 4.2 of this Agreement however,
if a conflict arises between 4.1 and 4.2 and this section, this section
shall govern. CITY holds certain right-of-ways and easements with the
County of Xxxx by Agreement No. 98-224 (dated September 23, 1998) which
allow the construction and operation of water facilities on certain County
properties and properties under lease with the California Living Museum,
generally described as located in Section 5 of T29S/R29E, M.D.B.&M. A copy
of said agreement with map is part of Agreement No. 99-73 attached as
Exhibit "A" to that agreement and incorporated herein by reference. A xxxx
definitive description of the water facilities which have been or shall be
constructed, operated and maintained are described as:
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1. The Kern River Diversion Structure;
2. Two (2) 54" diameter intake pipelines connecting the
diversion structure to the intake structure;
3. The intake structure;
4. A pumping station containing separate pumping facilities
for pumping water to: 1) Xxx Xxxxxx NE Bakersfield water
treatment plant, 2) the raw water storage ponds which
are to supply irrigation water to Xxxx County soccer
fields and Xxxx Park, and 3) California Living Museum
(CALM);
5. Power transfer equipment and metering for each of the
separate pumping facilities at the pump station;
6. Raw water storage ponds or reservoirs;
7. Access road along CAL WATER's 54" diameter transmission
pipeline from the pump station to Xxxxxx Xxxxxxx
Highway;
8. Maintenance roads to the raw water storage ponds and on
top of the berm for the entire perimeter of the raw
water storage ponds; and
9. Other appurtenant facilities that may be installed
within the area.
4.4.1 CALM Entrance at Xxxxxx Xxxxxxx Highway. CAL WATER will
connect a fifty-four inch (54") underground raw water transmission line
from the pump station at the intake of the storage pond to the line going
to the NE Bakersfield water treatment plant by using existing easements
and directly boring and casing under Xxxxxx Xxxxxxx Highway. CAL WATER
agrees to base its design on this understanding.
4.4.2 Morning Drive Bike Path and Western Access to the
Treatment Plant.
4.4.2.1 The initial plan for the Morning Drive Bike Path
is to construct a seven foot (7') shoulder, a twelve foot (12') wide paved
Bike Path, a twelve foot (12') wide dirt road and a four foot (4') wide
shoulder starting from the centerline to the west (viewing north). For
this same orientation, the ultimate plan is to construct a seven foot (7')
shoulder, two (2) twelve foot (12') wide paved road lanes, two (2) eleven
foot (11') wide paved road lanes, two (2) fifteen foot (15') wide paved
road lanes, and a ten foot (10') wide landscaped area.
4.4.2.2 CAL WATER agrees to excavate a trench of at
least eleven feet (11') in width to accommodate a fifty-four inch (54")
raw water transmission pipe and an eighteen inch (18") finished water pipe
and certain communication conduits. The bottom of the trench will be
covered with slurry and the pipes will be covered with a minimum of four
foot (4') of compacted soil. Facing north, the water pipes will be west of
the centerline
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and the trench will start on the eastern edge of the twelve foot (12')
wide dirt road.
4.4.2.3 CAL WATER will construct or cause to be
constructed, through its contractor, an approximately two foot (2') wide
trench to accommodate the subsurface power line and conduit The trench
would be about fifty -four (54") deep and covered with a minimum of four
feet (4') of compacted soil. The eastern edge of the trench will be a
minimum of three feet (3') from the western edge of the trench for the
water lines. CAL WATER's water transmission pipes will cross under the
bike path due east of the treatment plant and continue to the plant CAL
WATER will install underground conduits for power from the sub-station
site near the Morning Drive Bike Path to the water treatment site and to
the pump station. PG&E will install overhead lines within a franchised
corridor to an area in the vicinity of the intersection of the secondary
access road to the water treatment plant and Morning Drive.
4.4.2.4 CITY has provided CAL WATER and PG&E with final
grading plans for the Morning Drive area of the project CITY has completed
the grading of Morning Drive within the project area. CAL WATER intends to
complete installation of its respective water transmission lines along
Morning Drive between Xxxxxx Xxxxxxx Highway and the secondary access road
to the treatment plant by the end of September 2001. The CITY intends to
finish paving the Bike path by October 30, 2001.
4.4.3 Xxxxxxxx Drive and Primary Access Road to the Plant
Site.
4.4.3.1 The CITY agrees to grade and final pave Xxxxxxxx
Drive from the intersection of Xxxxxxxx Drive and Morning Drive to the
intersection of Cosmo Street and Xxxxxxxx Drive. This approximately four
thousand six hundred fifty-five foot (4,655') section will be a
twenty-four foot (24') wide two (2) lane paved road when finished. The
CITY and CAL WATER agree that CAL WATER will reimburse the CITY for its
costs to finish grade and pave the 4,655 foot section of Xxxxxxxx Drive
subject to the following conditions. The CITY will submit the proposed bid
from the Contractor selected by the CITY to do the finish grading and
paving work to CAL WATER for review of the bid price. The CITY agrees to
credit the $60,000 owed to CITY by CAL WATER for water valve adjustments
from past street resurfacing projects against the costs for the 4,655 foot
section of Xxxxxxxx Drive. The CITY agrees to credit the grading costs,
with prior review by CITY of such costs, incurred by CAL WATER for Valley
Lane from Xxxxxxxx Drive to the NE Bakersfield plant site boundary against
the paving costs for the 4655 foot section of Xxxxxxxx Drive. Thus, the
final amount that CAL WATER will owe the CITY upon completion of the
finish grading and paving of the 4,655 foot section of Xxxxxxxx Drive will
be the bid price minus $80,000 minus CAL WATER's design and construction
costs for the grading of Valley Lane subject to the review and approval by
the CITY. The net amount owed to CITY by CAL WATER will be paid within two
(2) years of the filing of the Notice of Completion of the paving project.
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4.4.3.2 The City agrees to assist in acquiring all
necessary easements and grade for a twenty-four foot (24) wide two (2)
lane paved road along Valley Lane, running from Xxxxxxxx Drive to the east
side of the CAL WATER treatment plant site property line, a distance of
approximately three thousand feet (3,000).
4.4.3.3 CAL WATER agrees to trench and install a
twenty-seven inch (27') or larger finished water line from the plant site
along the primary access road, Valley Lane, -to Xxxxxxxx Drive.
4.4.3.4 CAL WATER agrees to trench and install a
twenty-seven inch (27") or larger finished water line from the
intersection of the primary access road and Xxxxxxxx Drive, west along
Xxxxxxxx Drive to a tie in point with its system past Morning Drive. CAL
WATER agrees to lay a short stub out on Xxxxxxxx Drive heading east for
future development
4.4.3.5 CAL WATER agrees to lay a base and pave the
section of Xxxxxxxx Drive from Morning Drive to Casino Street a distance
of approximately four thousand six hundred fifty feet (4650') and pave
Valley Lane from Xxxxxxxx Drive to the water treatment site.
4.4.4 Raw water Storage Ponds and Pumping Facilities for the
Storage Ponds and CALM.
4.4.4.1 CITY agrees to design and build the raw water
storage ponds as set forth under Section 4.1 herein. Design drawings and
construction plans for the storage ponds shall be ready for bid by October
2001. Construction of the ponds is to be completed no later than March 31,
2002,
4.4.4.2 Design and construction of the connection to the
existing CITY river intake structure, pump stations and transmission lines
shall be completed by CAL WATER for use by CAL WATER. CITY and CALM. It is
intended that the pumping facilities for providing raw water to the NE
Bakersfield water treatment plant be operational on or before February l,
2003. CAL WATER will use its best efforts to complete construction of
pumping facilities for providing water to the raw water storage ponds and
CALM so they are operational by May 1, 2002.
4.4.4.3 CITY agrees to construct aggregate base access
roads, as needed, from Xxxxxx Xxxxxxx Highway to the western raw water
storage pond where a turn out for a gravity flow line to the Xxxx Soccer
Complex and Xxxx Park are to be provided by CITY.
4.4.4.4 The CITY agrees to grade and provide an
aggregate base road on the top of the berm for the entire perimeter of the
raw water storage ponds for a single lane access and use for maintenance
vehicles.
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4.4.4.5 The CITY agrees to construct a aggregate base
access road along the transmission pipeline on the south side of the ponds
from the pumping station to the tie in point with the pipeline running
under Morning Drive to allow equipment access for repair or replacement
operations.
4.4.5 Plans and Specifications. Plans and specifications for
the connection to the intake structure, pump station and transmission
lines shall be presented to the CITY for review by CAL WATER prior to
construction. The CITY and CAL WATER agree to use their best efforts to
incorporate mutually agreeable review comments made by CITY into final
plans and specifications.
4. Section 31, TERM, is hereby amended to read as follows:
31. TERM. This Agreement shall commence upon date of execution and
terminate on December 31, 2038 unless sooner terminated as herein
provided. This Agreement will automatically renew for an additional term
of five (5) years unless either party provides written notice of
termination to the other within one hundred eighty (180) days prior to
termination date. During the additional five (5) year term period, the
parties shall negotiate in good faith for further term extensions. The
parties shall without limitation take in to account current market
conditions and other relevant factors concerning water and water supplies.
5. Two new Sections 34 and 35 shall be added to Agreement No. 99-73 and
shall be entitled, "OPERATIONS AND MAINTENANCE and "COMPENSATION FOR OPERATIONS"
as set forth below:
34. OPERATIONS AND MAINTENANCE. CITY hereby authorizes and allows
CAL WATER full and unlimited access to and use of the facilities described
herein for the purpose of supplying raw water to CAL WATER's Northeast
Bakersfield water treatment plant and for all operations and routine
maintenance activities associated with the facilities. CITY grants to CAL
WATER full and unlimited ingress and egress to CITY owned facilities
within the described water facilities area and CAL WATER agrees to provide
operations and routine maintenance of the CITY owned facilities as
described in this Agreement. Operations and routine maintenance shall
include but are not limited to: daily system inspection, meter readings,
water quality testing as required by law, pumping flow adjustments, trash
and debris removal from diversion inlet and pumping station, turn-out
adjustments for irrigation, security fence inspections and minor fence
repairs, reservoir inspections, minor reservoir levee repairs, periodic
road grading and, in general, to do all such acts and perform such routine
services as required to operate and maintain the water facilities in
accordance with accepted industry practices. Should non-scheduled
operations, maintenance or emergency repairs be required, CAL WATER and
CITY shall confer and determine expedient and cost effective methods of
correction under appropriate statutes and
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regulations as may apply to each party. The CITY shall be responsible for
one hundred percent (100%) payment of extraordinary costs for
non-scheduled operations, maintenance or emergency repairs for facilities
that are 100% owned by the CITY. The CITY shall be responsible for fifty
percent (50%) payment of extraordinary costs for non-scheduled operations,
maintenance or emergency repairs for pump station facilities for which the
CITY shares a 50% ownership. The CITY shall be responsible for twenty five
percent (25%) payment of extraordinary costs for non-scheduled operations,
maintenance or emergency repairs for pump station facilities for which
CITY shares a 25% ownership. Allocation of costs for non-scheduled
operations, maintenance or emergency repairs shall be in accordance with
the Reimbursement Agreement No. 01 - 205 executed on Sep 5, 2001 between
CITY and CAL WATER and attached hereto as Exhibit "5".
35. COMPENSATION FOR OPERATIONS. To compensate CAL WATER for
operation and maintenance of the water facilities described herein, CITY
shall pay CAL WATER One Dollar ($1.00) per acre-foot for all water pumped
from the Kern River at the pumping station. For example, if CAL WATER
pumps a daily average of 20 MGD to the NEWSP treatment plant and CITY
pumps 11 MGD for its uses, the CITY's ordinary operating and routine
maintenance payment to CAL WATER would be approximately $34,700. For
ordinary operation and maintenance and repairs, if the cost of parts,
materials, installation and/or repair services is equal to or less than
$2,500 per month CAL WATER will absorb that cost as part of Its
compensation for that month. if the repairs, the cost of parts, materials,
installation and/or repair services exceeds $2,500 per month, the CITY
will be responsible for paying the amount in excess of $2,500 per month
for CITY facilities. The CITY will be responsible for paying for all power
costs except for those for pumping water from the wet well structure to
the NEWSP treatment plant. CAL WATER shall be responsible for paying for
power costs to pump water from its high lift pumping facilities to the
NEWSP treatment plant CAL WATER's compensation Is subject to annual
adjustment on the basis of the January 1999 Producer Price Index for "All
Commodities" as published by the Bureau of Labor Statistics of the U.S.
Department of Labor and first adjustment shall occur in January of the
year following execution of this Agreement. CAL WATER shall determine
metered water deliveries to the NEWSP treatment plant and invoice CITY on
a monthly basis. CITY shall pay within thirty (30) days of receipt of
invoice for water delivered and any other incurred costs that both parties
agree for which CAL WATER should be compensated. Compensation as stated
shall include all costs CAL WATER incurs in ordinary operating and routine
maintenance of CITY owned NEWSP facilities. CAL WATER shall not be
entitled to any additional compensation from CITY for its acts as an
operator and agent of CITY, other than as specified in Sections 34 and 35
of this amendment.
6. Except as amended above, all terms and conditions of Agreement No.
99-73 shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. 99-73 to be executed, the day and year first-above written.
"CITY" "CAL WATER"
CITY OF BAKERSFIELD CALIFORNIA WATER SERVICE
COMPANY
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx Xxxxxxxx
------------------------- -------------------------
XXXXXX X. XXXX XXXXXX XXXXXXXX
Mayor
Title: Vice President
----------------------
APPROVED AS TO FORM: By: /s/ [ILLEGIBLE]
XXXX X. XXXXXXXX -------------------------
City Attorney Title: Corporate Secretary
----------------------
By: /s/ Xxxx X. Xxxxxx
-------------------------
XXXX X. XXXXXX
Deputy City Attorney
APPROVED AS TO CONTENT:
WATER RESOURCES DEPARTMENT
By: /s/ Xxxx Xxxxxx
-------------------------
XXXX XXXXXX
Water Resources Manager
MORE SIGNATURES ON FOLLOWING PAGE
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COUNTERSIGNED:
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
XXXXXXX X. XXXXXX
Finance Director
ADD:dlr
Attachments: EXHIBIT "A"
EXHIBIT "B"
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August 24, 2001
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EXHIBIT "A"
Proposed Plan of Delivery of
CITY of Bakersfield's Kern River Water to
California Water Service Company for
Northeast Bakersfield Water Treatment Plant
Introduction
CITY Kern River water supplies vary in quantity from year to year. The CITY's
first and highest priority use of its water supplies is to provide drinking
water to its customers whether served directly by CITY or CAL WATER Thus, CITY
and CAL WATER plan to develop a specific plan and further arrangements to
address supply deficiencies during critically dry years. While water supplies
available to CITY for diversion to the CAL WATER NE Bakersfield water treatment
plant may fluctuate on an annual basis, during normal hydrologic conditions,
CITY will make every effort to meet daily treatment plant flow requirements as
indicated in the herein table entitled "DELIVERY SCHEDULE". The parties
recognize the term "critically" dry year is based on a number of factors and
conditions and therefore agree to confer and mutually agree as to when a
"critically" dry year is occurring or is about to occur and to what extent
reductions and restrictions in the quantity of water delivered to the treatment
plant will be made. This will include developing a monthly and daily supply and
delivery schedule for such "critically" dry periods.
An analysis, by CITY, of the annual water supplies that will be made available
to CAL WATER was performed utilizing historical data and review of CITY water
right yields.
Assumptions
CITY:
1.) Honor all presently existing agreements, contracts or documents referring
to provisions to supply Kern River water;
2.) Best use its acquired surface storage reservoir space to maximize
conservation of miscellaneous water for treatment plant deliveries;
3.) Operate its "2800 Acres" banking and extraction facility to supplement
Kern River flows during critically "dry" conditions to provide minimum
base flows to treatment plant;
4.) Formulate exchanges or trades of water supplies in anticipation of any
annual shortages of CITY miscellaneous water;
5.) Exercise the provisions of certain contracts for priority use of Kern
River water within CITY boundaries and on CITY properties.
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CAL WATER:
1.) Determine a ramp up timetable for the treatment plant initial annual
delivery requirement and expansion to full build-out;
2.) Project annual delivery schedule required to meet treatment plant
requirements including demands for maximum and minimum month & maximum and
minimum day;
3.) Optimize use of alternative water supply sources, both treated surface and
groundwater resources, in years of critically dry or low flows on the Kern
River;
4.) Use best efforts to regulate receiving Kern River waters into its system
to minimize peaks and dips in flows.
Projected Annual Delivery Schedule
The delivery schedule is developed to quantify projected water deliveries for
the NEWSP under various hydrologic conditions on the Kern River. CITY will
attempt to delivery the water in conformance with this Delivery Schedule where
practical and at the ability and convenience of CITY. However, CITY may deliver
pursuant to "critically" dry provisions as herein described as conditions
warrant.
DELIVERY SCHEDULE
=============================================================================================
PLANT MAXIMUM PEAK MINIMUM M[NIMUM ANNUAL
YEAR CAPACITY MONTH FLOW MONTH FLOW TOTAL
(MGD) (AF) (CES) (CFS) (AF)
=============================================================================================
2003 20 2,330 39 1,400 24 22,400
2012 40 4,670 79 2,800 47 44,800
2017 60 7,000 118 4,200 71 67,200
=============================================================================================
Note: (MGD) is million gallons per day
(AF) is acre-feet
(CFS) is cubic feet per second
Revised Deliveries
If CAL WATER desires to vary its delivery schedule, it may do so by submitting a
revised schedule to CITY no later than February 1 of the year for which CAL
WATER desires to vary schedule. CITY shall review and advise CAL WATER of
approval of revised schedule for that remaining year by March 1 of that year.
CITY will make reasonable efforts to delivery the water according to the
approved revised schedules. The inability of CAL WATER to accept water when
tendered by CITY under schedules herein shall be deemed to be water delivered
under terms of this Agreement.
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EXHIBIT "B"
AGREEMENT NO. 01-205
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (the Agreement") is made and entered into on
SEP 5 200l, 2001 by and between the CITY OF BAKERSFIELD, a charter CITY and
municipal corporation, ("CITY" herein) and CALIFORNIA WATER SERVICE COMPANY, a
California public utility water corporation ("CAL WATER" herein).
RECITALS
WHEREAS, CAL WATER is currently in the final phases of engineering and
design of CAL WATER'S Kern River Intake Pumping Station ("Pumping Facilities"),
as described in Section 1.3 below for the Northeast Bakersfield Water Supply
Project and is prepared to begin construction of the Pumping Facilities (the
"Project"). The Project is located on the Kern River near the California Living
Museum (CALM); and
WHEREAS, the consolidation of the Pumping Facilities to combine the
capacity requirements of CITY and CAL WATER will have economies of scale and
achieve savings in construction; and
WHEREAS, CITY desires to have water pumping capacity built in the Pumping
Facilities for CITY use and a portion of the Pumping Facilities will be conveyed
to C1TY after completion and a portion of such facility owned by CAL WATER will
be used in part by CITY; and
WHEREAS, CITY and CAL WATER have finalized the engineering, design and
construction plans to meet CITY's requirements for the Pumping Facilities and
are prepared to begin installation of the pumping plant; and
WHEREAS, CITY desires CAL WATER to provide the construction installation,
construction management and Inspection of the Pumping Facilities, including the
portions that are to be CITY's facilities or are to be CAL WATER'S facilities
which are used in part by CITY and CAL WATER has agreed to be responsible for
construction of the Pumping Facilities; and
WHEREAS, the construction cost for the Pumping Facilities has been
estimated to be Four Million Six Hundred Eighty Nine Thousand Dollars
($4,689,000) and the respective share of construction costs is estimated at
Three Million Eight Hundred Nine Thousand Dollars ($3,809,000) for CAL WATER and
Eight Hundred Eighty Thousand Dollars ($880,000) for CITY; and
WHEREAS, the final cost for the Pumping Facilities will be determined
based on the completed Project cost; and
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WHEREAS, CAL WATER will advertise and receive bids for construction of the
Pumping Facilities In accordance with provisions and procedures acceptable to
CITY.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CAL
WATER mutually agree as follows:
1. SCOPE OF WORK
1.1 CAL WATER shall construct the Pumping Facilities, with the scope
of work to include all items and procedures necessary to properly complete the
Pumping Facilities, including without limitation the portions thereof which will
be conveyed to or used by CITY. The scope of work includes, without limitation,
(a) furnishing all plant tools, equipment, materials, supplIes, manufactured
articles, transportation and services, including fuel, power, potable water and
essential communications, and (b) the performance of all labor, work, or other
operations required for complete construction of the Pumping Facilities. All
work shall be performed in accordance with the plans and specifications
heretofore approved by the CITY and in compliance with all applicable laws,
codes and regulations. The general location of the Project site is shown on
attached Exhibit "As.
1.2 The Pumping Facilities shall be constructed on the basis of the
price of items as listed in the Bid Schedule.
1.3 The Project will consist of:
1.3.1 Mobilization Demobilization.
1.3.2 Clearing, grubbing and she preparation.
1.3.3 Excavation and grading including the construction of
approximately four hundred twenty (420) linear feet of earthen embankment.
1.3.4 Construction of an extension of the Kern River diversion
twin intake pipelines consisting of two (2) fifty-four inch (54") diameter
reinforced concrete pipelines with approximately two hundred ten (210) linear
feet of total pipe length.
1.3.5 Construction ot a raw water reservoir inlet/outlet
pipeline consisting of approximately three hundred seventy (370) linear feet of
forty-eight inch (48") diameter cement mortar lined and cement mortar coated
steel cylinder pipe.
1.3.6 Construction of concrete river diversion flow control
structure with a traveling water screen and including sand collection and pump
system, slide gates, with electric actuators, miscellaneous metal work and
related appurtenances.
1.3.7 Construction of a low head raw water pumping system
including: concrete pump sump structure; installation of two (2) ten cubic foot
per second (cfs) submersible pump and motor assemblies; construction of
respective discharge piping
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fittings valves; and miscellaneous metal work; and installation of related
mechanical, electrical, control equipment and appurtenances.
1.3.8 Construction of a pumping system to serve the California
Living Museum including: concrete pump sump structure; Installation of one (1)
100 gpm and one (1) 1750 gpm submersible pump and motor assemblies; construction
of respective discharge piping, fittings, valves; and miscellaneous metalwork;
and Installation of related mechanical, electrical, control equipment and
appurtenances.
1.3.9 Construction of a high head raw water pumping system
including: construction of eight (B) forty-eight inch (48") diameter pump
suction cans, approximately one hundred thirty-two (132) linear feet of
seventy-two inch (72") diameter suction manifold, approximately two hundred
sixteen (218) linear feet of thirty inch (30") diameter suction piping,
approximately two hundred forty-one (241) linear feet of fifty-four inch (54")
diameter discharge manifold, approximately two hundred twelve (212) linear feet
of twenty inch (20"), eighteen inch (18"), and fourteen inch (14") diameter
discharge piping, furnishing and installation of one (1) eight(8) cfs, two (2)
fifteen (15) cfs and one (1) twenty (20) cfs vertical turbine pump and motor
assemblies, construction of a three thousand eight hundred forty (3840) square
foot pump and equipment enclosure, and construction of all related mechanical,
electrical and control equipment
1.3.10 Construction of three (3) flow metering facilities
including related concrete structures, mechanical, electrical, control equipment
and appurtenances.
1.3.11 Construction of a twelve foot (12') by thirty-five foot
(35') long horizontal steel welded surge tank (air chamber) and related
mechanical, electrical and control equipment including the furnishing and
installation of a base mounted compressor and respective enclosure.
1.3.12 Site and pumping plant electrical service. Note that
each of the three (3) pumping systems will have separate electrical services and
power consumption meters and will operate independent of the other pump systems.
1.3.13 Finished grading.
1.3.14 Miscellaneous she piping including fittings, valves and
respective appurtenances.
1.3.15 Miscellaneous site improvements including catch basins,
drain pipes, swales, culverts, fencing, site gravel surface and miscellaneous
site improvements.
1.3.16 Finish grading and gravel surfacing of site access
road. The gravel surface will be fourteen feet (14') wide by six inches (8")
thick.
1.4 During the construction period, CITY may utilize all or part of
the area and facilities designated for use by CITY for the conduct of the CITY's
normal operations and maintenance. CAL WATER shall cooperate with the CITY to
minimize interference
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with the CAL WATER's operations and to facilitate the CITY's operations and
maintenance activities.
1.5 CAL WATER agrees to complete the Project by a completion date
hereafter approved by CITY, which approval will not be unreasonably withheld.
CITY acknowledges that the completion date may be extended by CAL WATER as a
result of changes in the Project normal construction delays encountered by CAL
WATER as owner of the portions of the Project that are not being provided for
CITY, and/or delays permitted under the various subcontracts between CAL WATER
and its subcontractors.
2. AWARD OF BID TO QUALIFIED CONSTRUCTION FIRM. CAL WATER shall provide
CITY a copy of the bid summary for the Project and will consult with CITY in
determining selection of the firm to provide construction services for
installation of the Pumping Facilities, provided that CAL WATER shall make the
final selection of the contractor. CAL WATER shall not authorize any changes to
the construction work on the portion of the Project which will be owned by CITY
or the estimated construction cost to the CITY without prior approval of such
changes to the work and the estimated price by CITY. CITY shall not be obligated
to pay any costs for any changes to the construction or products to be owned by
CITY without prior approval of the changes by CITY.
3. CONSTRUCTION COST ESTIMATES. CAL WATER and CAL WATER's engineer have
prepared construction cost estimates for the Project and, in conjunction with
CITY, has determined the estimated share of the Project costs for CITY and CAL
WATER. The estimated total construction cost is Four Million Six Hundred Eighty
Nine Thousand Dollars ($4,689,000), inclusive of contingencies and inspection
services by qualified inspectors. CITY's share of this estimated Project cost is
approximately Eight Hundred Eighty Thousand Dollars ($880,000). CAL WATER shall
not exceed CITY's estimated cost on elements of the Project to be owned 100% by
CITY without approval of CITY. CAL WATER shall not exceed CITY's estimated cost
on elements of the Project to be available for partial use by CITY without
advising CITY of the potential changes in such elements of the cost of the
Project and obtaining CITY Input on any changes which will increase CITY cost.
Notwithstanding the foregoing, CITY acknowledges that the final dollar amount of
CITY's share will be based on the actual final construction cost of the various
elements of the Project. Although the final usage of the pumping facilities may
be in percentages different from the percentages set forth In this Agreement,
the percentages of usage set forth in Section 4, below, shall govern the cost
allocation.
4. COMPENSATION. The compensation set forth in this section for CAL WATER
from CITY shall be the total compensation under this Agreement Including, but
not limited to, all out-of-pocket costs and applicable taxes. CITY shall pay
only the compensation listed unless otherwise agreed to in writing by the
parties. CITY shall be responsible for only its share of costs incurred by CAL
WATER for providing construction as set forth in 1. Scope of Work herein.
4.1 Costs to be recovered by the CAL WATER from the CITY will be
based on one hundred percent (100%) of the costs for construction and
installation of facilities provided solely for the CITY. Facilities included in
this category are the extension
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of the fifty-four inch (54") diameter pipes, raw water reservoir inlet/outlet
pipe, low lift pumps and related equipment, pumps and stub-outs to CALM and flow
metering system for CITY pumps.
4.2 Costs for construction, equipment and installation of facilities
that will be jointly shared by CITY and CAL WATER and be split on a fifty-fifty
(50/50) basis include costs for the inlet/outlet box to reservoir and a sonic
meter for the fifty-four inch (54") diameter pipes.
4.3 Costs for construction, equipment and installation of facilities
that will be jointly shared by CITY' and CAL WATER and be split on a
seventy-five/twenty-five (75/25) basis, with CAL WATER paying 75%, include the
open sump, inlet/outlet box, site earthwork and dewatering. traveling water
screen, fencing and gates, drainage culverts, metal grating walkways and
handrails.
4.4 Costs for facilities provided solely for CAL WATER will be paid
for one hundred percent (100%) by CAL WATER Facilities included in this category
are the steel manifold piping and pumping Inlet and discharge piping, valves,
air xxxxxxxx, pump building, certain meters, high lift pumps, pipeline to the
tie-In with the fifty-four inch (54") transmission line and the emergency power
generation site.
4.5 Costs incurred for inspection services by bonafide professional
inspectors shall be reimbursed to CAL WATER based on the actual cost split for
the entire Project costs as adjusted by the split factors as described in 4.1
through 4.4 above. The, estimated CITY share of these service costs is
approximately nineteen percent (19%) of the costs.
4.6 Subject to adjustment pursuant to this Agreement, the total of
payments from CITY to CAL WATER shall not exceed Eight Hundred Eighty Thousand
Dollars ($880,000).
5. PAYMENT PROCUDURE.
5.1 CITY shall owe CAL WATER Four Hundred Forty Thousand Dollars
($440,000) at fifty percent (50%) completion of the Project construction as
certified in writing by CAL WATER's designated Project engineer. CAL WATER shall
submit its invoice for such amount and CITY shall pay CAL WATER within thirty
(30) days after receipt of the invoice.
5.2 CITY shall pay CAL WATER the remainder of CITY's share of the
Project costs pursuant to an itemized Invoice submitted after filing of Notice
of Completion that clearly establishes and documents the work performed Is
complete by or on behalf of CAL WATER, as such invoice shall be approved by CITY
in accordance with the terms of this Agreement. CITY shall pay CAL WATER the
remaining amount due from CITY within forty-five (45) days after receipt by CITY
of CAL WATER's itemized invoice, unless CITY gives CAL WATER notice of any
disapproved items In the invoice within thirty (30) days after receipt of CAL
WATER's invoice, in which event CITY shall pay all amounts not
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disapproved. Upon resolution of any disputed amounts, CITY shall pay CAL WATER
the amount owing within thirty (30) days after resolution of such dispute.
6. OWNERSHIP/TITLE OF FACILITIES
6.1 CAL WATER shall convey to CITY title to the facilities which are
to be used exclusively by CITY, which facilities are listed on Exhibit "B" and
CITY shall accept title to such facilities, such conveyance to be made within
five (5) business days after acceptance by CITY of those facilities as
installed.
6.2 Acceptance by CITY of the facilities to be conveyed to CITY
shall be upon written notice by CITY to CAL WATER after CITY has received Notice
of Substantial Completion and CITY has had a reasonable time to inspect and
accept the facilities. In no event shall CITY delay inspection beyond thirty
(30) days after Notice of Substantial Completion. CITY's failure to inspect
within thirty (30) days shall be deemed acceptance. Should CITY inspect and
reject acceptance of the facilities, CITY shall inform CAL WATER, in writing, as
to the reasons for the rejection and CAL WATER shall have a reasonable time to
correct the cause for the rejection.
6.3 CAL WATER shall warrant that upon passage of title, the title
shall be free and clear of any and all liens, charges and encumbrances.
6.4 Concurrently with transfer of title of the CITY's portion of the
facilities to CITY, CAL WATER shell assign to CITY all guarantees from the
manufacturer for materials installed and all legal remedies concerning or
related to such portion of the facilities. CAL WATER shall guarantee CITY's
portion of the Project for one (1) year from the date of CITY's acceptance;
provided CITY shall pursue. through CAL WATER, all remedies under guarantees
issued by the manufacturers of equipment included in CITY's portion of the
facilities.
6.5 CAL WATER will retain ownership of all portions of the Pumping
Facility which it does not convey to CITY. CITY will retain ownership of its
share of the Pumping Facility which is not owned by CAL WATER. The foregoing
shall not limit CAL WATER in transferring all or portions of the Pumping
Facility to any entity owned or controlled by CAL WATER or its parent company.
CITY shall not be limited in transferring ownership of any or all portions of
the Pumping Facility it owns. Neither party shall consummate any transfer of any
kind without the written consent of the other party.
7. MONTHLY PROJECT MEETINGS. CITY may attend and participate in the
monthly Project meetings for the Project. For such purpose, CITY may review and
comment on the construction cost estimates and bid documents, including
contracts with construction firms, engineering firms and other subcontractors to
this Project.
8. NO WAIVER OF DEFAULT. The failure of any party to enforce against
another party any provision of this Agreement shall not constitute a waiver of
that party's right to enforce such a provision at a later time and shall not
serve to vary the terms of this Agreement.
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9. TERMINATION FOR CAUSE.
9.1 If at any time CAL WATER persistently fails to address concerns
of CITY with respect to the Project that have been raised by CITY at the monthly
Project meetings, CITY shall give CAL WATER written notice of such concerns and
the resolution sought by CITY. If CAL WATER fails to resolve such concerns to
the reasonable satisfaction of CITY within thirty (30) days after receipt of
such notice (or such longer period as may be necessary to successfully resolve
such concerns), CITY may thereafter terminate this Agreement on ten (10) days
written notice. Written notice shall be given pursuant to the notices paragraph
of this Agreement. In the event of early termination, CAL WATER shall be
compensated only for work satisfactorily completed up to the date of termination
and delivered to and accepted by CITY.
9.2 If CITY fails to pay the amounts due to CAL WATER hereunder
within fifteen (15) days after the due date hereof, CAL WATER may, on fifteen
(15) days written notice given after expiration of the initial fifteen (15)
days, and upon failure of CITY to pay the amounts due and payable within said
fifteen (15) days, terminate this Agreement by notice to CITY or suspend work on
the CITY facilities until payment has been made.
10. COMPLIANCE WITH ALL LAWS. CAL WATER shall, at CAL WATER's sole cost,
comply with all of the requirements of Municipal, State, and Federal authorities
now in force, or which may hereafter be in force, pertaining to this Agreement,
including, without limitation, obtaining a CITY of Bakersfield business tax
certificate (Bakersfield Municipal Code Chapter 5.02) where required.
11. INDEPENDENT CONTRACTOR; NEGATION OF PARTNERSHIUP. CITY shall not
become or be deemed a partner or joint venturer with CAL WATER or associate in
any such relationship with CAL WATER by reason of the provisions of this
Agreement CAL WATER shall not for any purpose be considered an agent, officer or
employee of CITY. CAL WATER is not an agent or employee of CITY for any purpose
and Is not entitled to any of the benefits provided by CITY to its employees.
CAL WATER shall at all times be deemed an independent contractor and retains the
right to control or direct the manner in which the work on the Pumping
Facilities is performed.
12. EQUIPMENT. CAL WATER will supply all equipment. tools, materials and
supplies necessary to perform the services under this Agreement.
13. INSURANCE. In addition to any other insurance or bond required under
this Agreement, CAL WATER shall procure and maintain for the duration of this
Agreement the following types and limits of insurance ("basic insurance
requirements" herein):
13.1 Automobile liability insurance, providing coverage on an
occurrence basis for bodily injury, including death, of one or more persons,
property damage and personal Injury, with limits of not less than One Million
Dollars ($1,000,000) per occurrence; and the policy shall:
13.1.1 Provide coverage for owned, non-owned and hired autos.
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13.1.2 Contain an additional insured endorsement in favor of
CITY and its employees.
13.2 Broad form commercial general liability Insurance. ISO form
CG00 01 11 85 or 88, or such other form as may be approved by CITY In its
reasonable discretion, providing coverage on an occurrence basis for bodily
Injury, Including death, of one or more persons, property damage and personal
Injury, with limits of not less than One Million Dollars ($1,000,000) per
occurrence; and the policy shall:
13.2.1 Provide contractual liability coverage.
13.2.2 Contain an additional insured endorsement in favor of
CITY and its employees.
13.3 Worker's compensation insurance. CITY acknowledges CAL WATER
has advised CITY that CAL WATER Is self Insured for the first $300,000 of
workers compensation coverage and carries excess coverage over that amount CITY
hereby accepts such insurance arrangement for this Project.
13.4 Except for workers' compensation, insurance is to be placed
with insurers with a Best's rating of no less than A:VII. Any deductibles,
self-insured retentions or Insurance in lesser amounts or lack of certain types
of insurance otherwise required by this Agreement, or insurance rated below
Best's A:VII, must be declared prior to execution of This Agreement and approved
by CITY in writing.
13.5 All policies shall contain an endorsement providing CITY with
thirty (30) days written notice of cancellation or material change In policy
language or terms.
13.6 The insurance required hereunder shall be maintained until all
work to be conveyed to CITY is completed, as evidenced by written acceptance by
the CITY, and all work to be used In part by CITY pursuant to this Agreement is
satisfactorily completed.
13.7 CAL WATER shall furnish CITY Risk Manager with a certificate of
insurance and required endorsements evidencing the insurance required. CITY may
withdrew its offer of contract or cancel this Agreement If certificates of
Insurance and endorsements required have not been provided prior to the
execution of this Agreement
13.8 Full compensation for all premiums which CAL WATER is required
to pay on all the insurance described herein shall be included in the prices
paid for the various items of work to be performed under the Agreement and no
additional allowance will be made therefor or for additional premiums which may
be required by extensions of the policies of insurance.
13.9 CAL WATER's liability to CITY under the indemnification
provisions of this Agreement shall not in anyway be limited to or affected by
the amount of insurance obtained and carried by CAL WATER In connection with
this Agreement.
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14. INDEMNITY By CAL WATER. CAL WATER shall indemnify, defend, and hold
harmless CITY, Its officers, agents and employees against any and all liability,
claims, actions, causes of action or demands whatsoever against them, or any of
them, before administrative or judicial tribunals of any kind whatsoever
(collectively, "Claims"), to the extent caused by the negligence or misconduct
of CAL WATER, CAL WATER's employees, agents, independent contractors, companies,
or subcontractors in the performance of, or In any way arising from, the terms
and provisions of this Agreement, except as limited by California Civil Code
section 2782. Such indemnification shall not apply to any claims to the extent
caused by the negligence or misconduct of CITY, its officers, employees,
subcontractors and agents.
15. INDEMNITY BY CITY. CITY shall indemnify, defend, and hold harmless CAL
WATER, its officers, agents, employees and subcontractors against any and all
Claims to the extent caused by the negligence or misconduct of CITY, its
officers, employees, subcontractors and agents, in the performance of , or in
any way arising from, the terms and provisions of this Agreement whether or not
caused in part by a party indemnified hereunder, except as limited by California
Civil Code section 2782. Such indemnification shall not apply to any claims to
the extent caused by the negligence or misconduct of CAL WATER, its agents,
employees or subcontractors.
16. EXECUTION. This Agreement is effective upon execution. It is the
product of negotiation and all parties are equally responsible for authorship of
this Agreement. Section 1854 of the California Civil Code shall not apply to the
Interpretation of this Agreement
17. NOTICES. All notices relative to this Agreement shall be given in
writing and shall be personally served & sent by certified or registered mail
and be effective upon actual personal service or depositing In the United States
mail. The parties shall be addressed as follows, or at any other address
designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000
CAL WATER: CALIFORN1A WATER SERVICE COMPANY
ATTN: Xxxxxxx Xxxxx, Chief Engineer
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
18. GOVERNING LAW. The laws of the State of California will govern the
validity of this Agreement, its interpretation and performance. Any litigation
arising in any way from this Agreement shall be brought in Xxxx County,
California.
19. MERGER AND MODIFICATION. This Agreement sets forth the entire
agreement between the parties and supersedes all other oral or written
representations.
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This Agreement may be modified only in a writing approved by the CITY Counci1
and signed by all the parties.
20. EXHIBITS. In the event of a conflict between the terms, conditions or
specifications set forth In this Agreement and those in exhibits attached
hereto, the terms, conditions and specifications set forth in this Agreement
shall prevail. All exhibits to which reference Is made in this Agreement are
deemed incorporated in this Agreement, whether or not actually attached.
21. FURTHER ASSURANCES. Each party shall execute and deliver such papers,
documents, and instruments, and perform such acts as are necessary or
appropriate, to implement the terms of this Agreement and the intent of the
parties to this Agreement.
22. ASSIGNMENT. Neither this Agreement, nor any interest in it may be
assigned or transferred by any party without the prior written consent of all
the parties. Any such assignment will be subject to such terms and conditions as
CITY may choose to impose.
23. BINDING EFFECT. The rights and obligations of this Agreement shall
inure to the benefit of, and be binding upon, the parties to this Agreement and
their heirs, administrators, executors, personal representatives, successors and
assigns, and when never then context so requires, the masculine gender includes
the feminine and neuter. and the singular number includes the plural. This
Agreement may be executed In any number of counterparts, each of which shall be
considered as an original and be effective as such.
24. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps,
photographs, and other papers, or copies thereof prepared by CAL WATER
pertaining to those facilities for which CITY will pay CAL WATER one hundred
percent (100%) of the costs of engineering and construction related services
shall upon completion of the work become the property of CITY. CAL WATER may
retain copies of the record plans and specifications in connection with
operation of the facility.
24.1 All documents, plans, drawings, maps, photographs and other
papers or copies thereof prepared by the CAL WATER pertaining to the remainder
of the facilities for which the CITY will pay the CAL WATER a portion of the
costs of engineering and construction related services shall remain the property
of CAL WATER.
24.2 CITY and CAL WATER shall have access to and shall be allowed to
copy or obtain reproductions of all documents, plans, drawings, maps,
photographs or other papers pertaining to this Project, whether or not owned or
controlled by CITY or CAL WATER, upon reasonable notice.
25. ACCOUNTING RECORDS. CAL WATER shall maintain accurate accounting
records and other written documentation pertaining to all costs incurred in
performance of this Agreement. Such records and documentation shall be kept at
CAL WATER's office during the term of this Agreement, and for a period of three
(3) years from the date of the
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final payment hereunder and said records shall be made available to CITY
representatives upon request at any time during regular business hours.
26. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf
of entities represent and warrant that they are, respectively, duly authorized
to sign on behalf of the entities and to bind the entities fully to each and all
of the obligations set forth In this Agreement.
27. TAX NUMBERS.
CAL WATER's Federal Tax ID Number 00-0000000
CAL WATER is a corporation? Yes X No____
(Please check one)
28. NON-INTEREST. No officer or employee of the CITY shall hold any
interest in this Agreement (California Government Code section 1090).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, the day and year first-above written.
"CITY" "CAL WATER"
CITY OF BAKERSFIELD CALIFORNIA WATER SERVICE COMPANY
By: /s/ Xxxxxx X. Xxxx By: /s/ [ILLEGIBLE]
------------------------- -------------------------
XXXXXX X. XXXX, Mayor Title: Vice President Engineering +
Water Quality
----------------------
By: /s/ [ILLEGIBLE]
-------------------------
Title: Corporate Secretary
----------------------
MORE SIGNATURES ON FOLLOWING PAGE
APPROVED AS TO FORM:
XXXX X. XXXXXXXX
City Attorney
By: /s/ Xxxx X. Xxxxxx
-------------------------
XXXX X. XXXXXX
Deputy City Attorney
Insurance: [ILLEGIBLE]
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APPROVED AS TO CONTENT:
WATER RESOURCES DEPARTMENT
By: /s/ Xxxx Xxxxxx
-------------------------
XXXX XXXXXX
Water Resources Manager
COUNTERSIGNED:
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
XXXXXXX X. XXXXXX
Finance Director
Attachments: EXHIBIT "A"
EXHIBIT "B"
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EXHIBIT B
Kern River Intake Pumping Station
Facilities to be Conveyed to CITY
PHASE I CONSTRUCTION
1. Reservoir Wet Well
2. CALM Wet Well
3. 36 lin. feet of 35-inch diameter Steel Pipe from Open Sump to Reservoir
Wet Well
4. 65 lin. feet of 18-inch diameter Steel Pipe from Open Sump to CALM Wet
Well
5. 18-inch Sonic Meter on 18-Inch diameter line
6. Two (2) 4,500 gpm, 401w Submersible Pumps
7. One (1) 1,750 gpm, 40 hp Submersible Pump
8. One (1) 100 gpm, 5 hp Submersible Pump
9. 290 lin. feet of dual 54-inch diameter Intake Pipes
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PROJECT MAP
EXHIBIT A
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[MAP OMITTED]
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