Agmt07 Community Water System Distribution Operator Consulting Services for Palo Alto

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ORt No. COMMUNITY WATER SYSTEM DISTRIBUTION OPERATOR CLASSIFICATION CONSUL TING SERVICES AGREEMENT THIS COMMUNITY WATER SYSTEM DISTRIBUTION OPERATOR CLASSIFICA- TION CONSULTING SERVICES AGllE~NT ("Agreement") is made on JAM - 1 _ ("Commencement Date"), by and between the CITY OF REDWOOD CITY ("Redwood City"), a California municipal corporation, 1017 Middlefield Road, Redwood City, CA 94062, and the CITY OF PALO ALTO, a California municipal corporation, 250 Hamilton Avenue, Palo Alto, CA 94301 ("Palo Alto") (individually, "Party" and collectively, "Parties"). RECITALS: A. California Code of Regulations, Title 22, Section 64413.1 et seq., classify water distribution systems and establish minimum certification requirements for distribution chief operator and all shift operators employed by those systems. B. State of California Department of Health Services has determined that Palo Alto's water distribution system meets the criteria of a D5 system, thus Palo Alto must designate a chief operator with at least a D5 certification and shift operators are required to maintain at least a D3 certification. C. Palo Alto does not now have a certified D5 chief operator who has overall responsibility for the day- to-day, hands-on, operation of its system. Because there is a current shortage of qualified D5 chief operators in California, Palo Alto on an interim basis has hired a private consulting firm to provide the appropriate expertise while one or more of its cunent operators are in training to obtain the required D-5 certification. D. Redwood City has on staff a certified D5 chief operator, and it is willing to make available to Palo Alto that operator's services while Palo Alto's employees are in training. 0611 03 syn 0072788 1 IN CONSIDERATION OF the mutual covenants, terms and conditions set forth in the Agreement, the Parties agree, as follows: 1. SCOPE OF SERVICES. The services that Redwood City will provide to Palo Alto will consist of the making available to Palo Alto the named D-5 chief operator employee of Redwood City to perform the services as described in Exhibit A, Scope of Work. 2. TERM; TERMINATION. This Agreement shall begin on the Commencement Date and shall expire on December 31, 2009 or upon such date as an employee of Palo Alto has achieved certification as a D5 distribution chief operator, whichever date shall first occur, unless sooner terminated in accordance with the terms and conditions of the Agreement. 3. FEES AND CHARGES. Palo Alto shall be required to compensate Redwood City for the services rendered by its D5 chief operator as described in Exhibit B, Fees and Charges. 4. BILLING AND PAYMENT. Billing and payment terms and conditions are delineated in Exhibit B 5. INSURANCE. Each Party represents that it is self-insured and thus for purposes of this Agreement, neither Party is obligated to obtain and maintain one or more policies of insurance in connection with the rendering of services or the receipt thereof. 6. INDEMNITY. Palo Alto shall be obligated to indenmify and hold harmless Redwood City, its council members, officers, employees, contractors, agents and representatives from and against any and all liability, loss, damage or expense (including reasonable attorneys' fees) of any nature, arising out of any demand, claim, suit or judgment for damages to property or injury to or death of any person which may arise out of or be caused by any and all willful or negligent acts [passive or active] or omissions of Redwood City in its rendering of or failure to render