HomeMy Public PortalAboutJFOCP 2014-09-11
12/31/2014
JOINT FACILITIES FUND2012201220132013201420142014201520162017
BudgetActualBudgetActualBudgetYear to DateYEEBudgetBudgetBudget
REVENUE
600486600273400194335300350350
40-30-100
Interest - O&M Accounts
214,500167,349216,742175,991235,827116,289199,332242,567255,059271,670
40-30-200
O&M Reimbursement - WPR
0000000000
40-30-205
Capital Reimbursement - WPR
341,600265,543345,737280,938376,180185,982317,966386,932406,860433,357
40-30-210
O&M Reimbursement - GC#1
0000000000
40-30-215
Capital Reimbursement - GC#1
183,500145,085187,493153,230204,002102,918172,433209,833220,640235,009
40-30-220
O&M Reimbursement - TOF
0000000000
40-30-225
Capital Reimbursement - TOF
02,36100000000
40-30-230
Study Reimbursement - WP
02,36100000000
40-30-235
Study Reimbursement - Granby
0000000000
40-30-500
Sale of General Fixed Assets
0000000000
40-30-800
Interest - Cap Res Accounts
02,03702,3812,0003,7893,785000
40-30-900
Miscellaneous Revenue
Sub-Total740,200585,222750,572612,813818,409409,173693,850839,632882,909940,386
OTHER SOURCES AND TRANSFERS
0000000000
40-30-930
Transfer In From Cap Project
0000000000
40-30-980
Capitalized Reimbursements
254,379218,505247,362189,326192,116191,979191,979196,099196,399196,749
40-30-999
Carryover Balance
Sub-Total254,379218,505247,362189,326192,116191,979191,979196,099196,399196,749
2012201220132013201420142014201520162017
PLANT EXPENDITURESBudgetActualBudgetActualBudgetYear to DateYEEBudgetBudgetBudget
180,000161,551181,440166,496192,326122,623190,000207,713224,330242,276
40-85-110
Salaries
48,40732,08245,00034,08250,40026,50136,50056,44863,22270,808
40-85-210
Health Insurance
13,77011,59613,88011,87414,7138,75114,53515,89017,16118,534
40-85-220
FICA Tax
7,2004,9067,2586,6607,6934,7157,2008,3098,9739,691
40-85-230
Retirement
540485544500577368570623673727
40-85-250
Unemployment Tax
018000000000
40-85-260
Workers Comp Claims
4,0006533,0005153,0007752,0003,0003,5003,500
40-85-280
Training Programs
3,0005762,5006542,5008852,0003,5003,5003,500
40-85-290
Travel - Meals and Lodging
20015200020042200500500500
40-85-295
Meals - Local Business
5,0001545,00005,0005,2506,0005,0006,5006,500
40-85-310
Legal Fees
6,0003,9005,0003,9815,0004,0744,0754,7505,0005,250
40-85-320
Audit Fee
15,0004,04315,0004,90415,0003,4035,00015,00015,00015,000
40-85-330
Engineering Fees
0000000000
40-85-340
Financial Services
Page 1
65,00022,26765,00040,04065,00022,45050,00065,00067,50067,500
40-85-350
Sludge Removal
36,5002,78420,0002,83220,0002,19210,00010,00010,00015,000
40-85-370
Professional Services
1,0006,0151,00001,00001,0001,0001,0001,000
40-85-375
Reimbursable Prof Services
100010001000100100150200
40-85-410
Bank Charges
28,00024,58832,00030,15035,00024,18424,20032,00036,00036,500
40-85-430
Insurance - Plant
09050367500221005005050
40-85-440
Advertising
40,00026,95640,00039,06740,00030,25440,00050,00050,00050,000
40-85-460
Plant Maintenance and Repair
2,0001,0782,000812,00001,0002,5001,0001,000
40-85-475
Grounds Maintenance
500050005000500500750750
40-85-480
Equipment Rental
500725007950090500500500500
40-85-490
Professional Memberships
20,0005,19820,0004,04520,0004,53010,00020,00027,50030,000
40-85-500
Operating Supplies
75,00074,08285,00079,03485,00025,24645,00075,00075,00080,000
40-85-506
Operating Supplies - Chemicals
20,0009,18820,0001,33220,0008,57620,00020,00025,00025,000
40-85-510
Equipment Purchase and Repair
40,00041,00455,00036,22455,00024,89455,00065,00055,00055,000
40-85-520
Testing
18,0008,81110,0006,26510,0001605,00010,00015,00030,000
40-85-525
Permits
00000150000
40-85-550
Postage
5,5002,7505,5002,9595,5001,7763,5003,5003,7503,750
40-85-560
Utilities - Telephone
90,000124,44495,000125,186140,00088,784140,000145,000147,500149,000
40-85-562
Utilities - Electricity
9,0003,4176,0003,8996,0002,6865,2506,5006,5006,500
40-85-565
Utilities - Natural Gas
2,5001,8022,50002,5000500500500500
40-85-567
Utilities - Plant Generator
3,5001,6183,5001,6183,5001,4642,5002,5002,5002,500
40-85-569
Utilities - Trash Removal
6,0005,5046,5006,5466,5004,6076,5007,5007,5007,500
40-85-650
Vehicle Expenses
1,0008911,0007701,00001,0001,0001,5001,500
40-85-690
Miscellaneous Expense
0000000000
40-85-730
Capital Projects
0000000000
40-85-740
Capital Purchases
0000000000
40-85-750
Contingency
0000000000
40-85-810
Lease/Purchase - Principal
0000000000
40-85-820
Lease/Purchase - Interest
0000000000
40-85-930
Capital Reserve Projects
Sub-Total747,217582,699749,972610,160816,009419,319689,730839,332882,559940,036
Joint Facilities Fund Revenues994,579803,727997,934802,1391,010,525601,152885,8291,035,7311,079,3081,137,135
Joint Facilities Fund Expenditures747,217582,699749,972610,160816,009419,319689,730839,332882,559940,036
Joint Facilities Fund Revenues over Expenditure247,362221,028247,962191,979194,516181,833196,099196,399196,749197,099
Joint Facilities Fund O&M Reserve Reduction/Refund(31,702)
189,326
GC#1 Budget Total - O&M Reimb. and Mgmt Fees *355,811279,755359,948285,704390,680200,482332,466401,432
WPR Budget Total - O&M Reimb. and Mgmt Fees *228,711181,561230,953184,296250,327130,789213,832257,067
TOF Budget Total - O&M Reimb. 183,500145,085187,493148,004204,002102,918172,433209,833
* Mgmt Fee Billed/Entity Annually14,21114,21114,21114,21114,50014,50014,50014,500
Page 2
2012201220132013201420142014201520162017
BudgetActualBudgetActualBudgetYear to DateYEEBudgetBudgetBudget
JOINT FACILITIES FUND - CRR
REVENUES
15,00025,34320,00016,09615,0007,81711,50012,00014,00015,000
47-30-100
Interest Income - CRR Accounts
0000000000
47-30-110
Interest Income - CIP Accounts
0000000000
47-30-210
CRR Reimbursable - WPR
0000000000
47-30-215
CIP Reimbursable - WPR
0000000000
47-30-220
CRR Reimbursable - GC#1
0000000000
47-30-225
CIP Reimbursable - GC#1
0000000000
47-30-230
CRR Reimburseable - TOF
0000000000
47-30-235
CIP Reimbursable - TOF
0000000000
47-30-800
Sale of JFF Fixed Assets
0000000000
47-30-900
Miscellaneous Revenue
2,653,0002,612,2452,447,2442,598,1842,396,6842,393,8422,393,8421,879,6841,720,9841,563,984
47-30-990
CRR Carryover Balance
0000000000
47-30-999
CIP Carryover Balance
Sub-total2,668,0002,637,5882,467,2442,614,2802,411,6842,401,6592,405,3421,891,6841,734,9841,578,984
EXPENDITURES
Capital Replacement Reserve Projects
0760007,044
47-60-370
Engineering, Legal and Other Prof. Services0
173,50010,77734,0000248,0005,233025,70068,00083,000
47-60-730
CRR Projects
Capital Improvement Projects
015,60801,449000000
47-65-370
Engineering, Legal and Other Prof. Services
07,378320,000218,989134,0000180,000145,000103,000124,000
47-65-730
CIP Projects
Capital Purchases
20,0005,56525,0000150,0000210,000000
47-69-740
Capital Purchases
Sub-total193,50039,404379,000220,438532,00012,277390,000170,700171,000207,000
Joint Facilites Fund CRR Revenues2,668,0002,637,5882,467,2442,614,2802,411,6842,401,6592,405,3421,891,6841,734,9841,578,984
Joint Facilites Fund CRR Expenditures193,50039,404379,000220,438532,00012,277390,000170,700171,000207,000
Joint Facilites Fund CRR Revenues over Expenditures2,474,5002,598,1842,088,2442,393,8421,879,6842,389,3832,015,3421,720,9841,563,9841,371,984
9/11/2014 10:19
Page 3
Page 4
TREATMENT
2014
PLANT
Actual Actual Year-end
20122013Budget 2014Estimates2015201620172018201920202021Contractor/ SupplierComments
Project
CRRS/CIP Description JFF Line
Pretreatment
Pretreatment
HVAC System47-60-730 $ 10,000 $ 10,000
Hibbon Blowers47-60-730$ 48,000
Grit Equipment47-60-730 $ 25,000
Grit Pump47-60-730 $ 16,000
Bar Screen 47-60-730 $ 70,000 $ 128,000
Pretreatment
Pave Loading Area47-60-730 $ 22,000
Sampler47-60-730 $ 3,000
Install Floor Drains47-60-730 $ 5,000 $ 5,000
Engineering47-30-370
Subtotal $ - $ - $ 37,000 $ 15,000 $ 70,000 $ 28,000 $ - $ - $ 16,000
$ - $ 176,000
Secondary TreatmentJFF LineContractor/SupplierSecondary Treatment
HVAC System47-60-730 $ 5,000
Sludge Zone Mixers47-60-730 $ 20,000
Recycle Pumps47-60-730 $ 5,000
RAS & Scum Pumps47-60-730 $ 20,000
WAS Pumps47-60-730 $ 7,000
Clarflocculator47-60-730 $ 250,000
Floating Covers47-60-730 $ 35,000 $ 35,000 $ 75,000
Spencer Blowers47-60-730 $ 250,000
DO Sensors for A-Basin47-60-730 $ 10,777 $ 15,000
PH/ORP Sensors for A-Basin47-60-730 $ 7,906 $ 20,000
Secondary Treatment
VFDs for Mixed Liquor Recycle Pumps47-60-730 $ 15,000 $ 15,000
Mixers for Sludge Re-Aeration Zone47-60-730 $ 25,000 $ 25,000
SBR/Aeration Basin: 47-65-730 $ 7,453 $ 39,583 $ 120,000 $ 120,000 $ 146,000 $ 103,000 $ 110,000 decant structure
Mixers & Aerators 47-65-730
Clarifier47-65-730 $ 250,000
Air Piping47-65-730
Engineering47-65-370
Valves & Control Boxes for A-Basin47-60-730
Engineering47-60-370
Subtotal $ 18,230 $ 47,489 $ 195,000 $ 25,000 $ 212,000 $ 151,000 $ 108,000 $ 205,000 $ 20,000 $
- $ 750,000
Solids (Sludge)
Solids (Sludge)JFF LineContractor/Supplier
HVAC System47-60-730 $ 5,000
Hibbon Blowers47-60-730 $ 30,000
Submerged Turbine 47-60-730
Centrifuge47-60-730 $ 10,000
Grinder Pumps47-60-730 $ 10,000 $ 20,000
Polymer System47-60-730 $ 25,000
Solids (Sludge)
Mixer - Impellors 47-60-730
Air Flow Meters for Digesters47-60-730
Liquid Flow Meters for Waste Pumps47-60-730
VFDs for Digester Mixers47-60-730 $ 20,000
Replace Floor in Truckload Out47-60-730 $ 75,000
Engineering47-60-370
Subtotal $ - $ - $ 10,000 $ - $ 25,000 $ 30,000 $ 75,000 $ - $
- $ - $ 55,000
Disinfection
DisinfectionJFF LineContractor/Supplier
HVAC System47-60-730 $ 1,000 $ 1,000
Air Compressor47-60-730 $ 5,000
Disinfection
Sampler47-60-730 $ 3,000
Subtotal $ - $ - $ 1,000 $ 1,000 $ - $ 5,000 $ 3,000 $ - $
- $ - $ -
Site ImprovementsJFF LineContractor/SupplierSite Improvements
Landscaping 47-60-730 $ 10,000
Irrigation47-60-730 $ 15,000
Paving47-60-730 $ 25,000
Site Improvements
Engineering47-65-370
Tie in all Electric Power to one Meter47-65-730
Subtotal $ - $ - $ - $ - $ 35,000 $ - $ - $ -
$ - $ - $ 15,000
SCADA & Motor Control Center (MCC)JFF LineContractor/SupplierSCADA & Motor Control Center (MCC)
Remote Meter Reader for Trunk Lines47-65-730 $ 10,000
SCADA Update & Replacement47-65-730 $ 14,000 $ 14,000 $ 15,000 $ 14,000
SCADA & Motor Control
Center (MCC)
Subtotal $ - $ - $ 14,000 $ 14,000 $ 25,000 $ - $ 14,000 $ - $
- $ - $ -
Water SystemJFF LineContractor/SupplierWater System
Piping for Effluent47-60-730
Water System
Subtotal $ - $ - $ - $ - $ - $ - $ - $
- $ - $ - $ -
EquipmentJFF LineContractor/SupplierEquipment
Air Compressor for Shop/Garage Work47-69-740
Dump Truck/Solids Handling47-69-740
Loader47-69-740 $ 150,000 $ 150,000
Equipment
Off- Road Fork Lift47-69-740
Vehicles47-69-740
Miscellaneous47-69-740 $ 5,565 2013 snow plow (pickup attachment)
Subtotal $ 5,565 $ - $ 150,000 $ 150,000 $ - $ - $ - $ - $
- $ - $ -
TREATMENT
2014
PLANT
Actual Actual Year-end
20122013Budget 2014Estimates2015201620172018201920202021Contractor/ SupplierComments
Project
CRRS/CIP Description JFF Line
Building MaintenanceJFF LineContractor/SupplierBuilding Maintenance
Roof47-60-730 $ 192,000
Paint Exterior47-60-730 $ 200,000
Building Maintenance
Exterior Concrete47-60-730 $ 125,000 $ 125,000
Subtotal $ - $ - $ 125,000 $ 125,000 $ - $ - $ - $ - $
- $ - $ 392,000
PermitJFF LineContractor/SupplierNutrient Removal
Studies47-60-370 $ 60,000 $ 10,000
Testing47-60-370 $ 25,000
Permit
Professional Services47-60-370
Subtotal $ - $ - $ - $ 60,000 $ 35,000 $ - $ - $ - $
- $ - $ -
Nutrient RemovalJFF LineContractor/SupplierNutrient Removal
47-65-730 $ 5,400,000 @ $2 per gallon - @$0.75 per gallon+$2,030,000
Dry Feeder Building47-65-730 $ 15,608 $ 172,949
Nutrient Removal
Engineering47-65-730
Subtotal $ 15,608 $ 172,949 $ - $ - $ - $ - $ 5,400,000 $ - $
- $ - $ -
JFOC Account
Project Totals2012 BudgetedComments
Eng, Legal & Other Prof Srvcs47-60-370$ - $ - $ - $ 60,000 $ 35,000 $ - $ - $
- $ - $ - $ -
Capital Reserve Projects47-60-730$ 10,777 $ 7,906 $ 248,000 $ 166,000 $ 222,000 $ 68,000 $ 83,000 $ 95,000 $ 36,000 $
- $ 1,138,000 $173,500
Eng, Legal & Other Prof Srvcs47-65-370$ - $ - $ - $ - $ - $ - $
- $ - $ - $ - $ -
Budget
Capital Improvement Projects47-65-730$ 23,061 $ 212,532 $ 134,000 $ 14,000 $ 145,000 $ 146,000 $ 117,000 $ 110,000 $ -
$ - $ 250,000 $ -
Summary
Capital Purchases47-69-740$ 5,565 $ - $ 150,000 $ 150,000 $ - $ - $ - $ - $
- $ - $ - $20,000
Treatment Plant (JFF) Fund Totals$ 39,403 $ 220,438 $ 532,000 $ 390,000 $ 402,000 $ 214,000 $ 200,000 $ 205,000 $ 36,000 $
- $ 1,388,000 $ 193,500
Last Updated:September 8, 2014
$ 39,403 $ 220,438 $ 532,000 $ 390,000 $ 402,000 $ 214,000 $ 5,600,000 $ 205,000 $ 36,000 $ - $ 1,388,000 $
-
12/2010 Capital Replacement Reserve Balance$ 2,279,225
Total Annual Expenditures$ 39,403$ 220,438$ 532,000$ 390,000$ 402,000$ 214,000$ 5,600,000$ 205,000$ 36,000$
- $ 1,388,000
Cumulative Expenditure Total$ 90,291$ 310,729$ 842,729$ 700,729$ 1,244,729$ 1,458,729$ 7,058,729$ 7,263,729$ 7,299,729$ 7,299,729$
8,687,729
Contributions
Interest$ 25,343$ 16,096$ 15,000$ 15,000$ 15,000$ 17,000$ 20,000$ 22,000$ 24,000$ 25,000$
25,000
Net Cash Flow$ 2,598,184$ 2,393,842$ 1,876,842$ 2,018,842$ 1,631,842$ 1,434,842$ (4,145,158) $ (4,328,158) $ (4,340,158) $ (4,315,158) $ (5,678,158)
Below $1.5 threshold$ -$ -$ -$ -$ -$ (65,158)$ (5,645,158) $ (5,828,158) $ (5,840,158) $ (5,815,158)
$ (7,178,158)
2017 Revenue Shortfall$ (5,645,158)
Shortfall w/o Nutrient Removal$ (245,158)
2012201320142015201620172018201920202021
with Nutrient Removal$ 2,598,184$ 2,393,842$ 2,018,842$ 1,631,842$ 1,434,842$ (4,145,158)$ (4,328,158) $ (4,340,158) $ (4,315,158) $ (5,678,158)
Net Cash Flow$ 2,598,184$ 2,393,842$ 2,018,842$ 1,631,842$ 1,434,842$ 1,254,842$ 1,071,842$ 1,059,842$ 1,084,842$ (278,158)
Capital Replacement Reserve (CRR) & Capital Projects
$5,000,000
$4,000,000
$3,000,000
$1.5million
$2,000,000
Reserve
Threshold
$1,000,000
$-
Net Cash
Flow
$(1,000,000)
with
$(2,000,000)
Nutrient
Removal
$(3,000,000)
$(4,000,000)
$(5,000,000)
July 22, 2014
Robert Wolf, President
Joint Facilities Oversight Committee
c/o Grand County Water & Sanitation District No. I
P.O. Box 3077
Winter Park, CO 80482
CORNERSTONE
HOLDINGS, LLC
Via US Mail & Email
RE: Upper Fraser Valley Wastewater Joint Facilities Oversight Committee request
Dear Mr. Wolf -
I write on behalf of Byers Peak Properties Properties, LLC ("Byers Peak") regarding the Joint
Wastewater Treatment Plant facilities located in Fraser ("Joint Facilities"). We are considering
farming a special district to support water and wastewater development on land owned by Byers
Peak. This letter request the Joint Facilities Oversight Committee ("JFOC") set a meeting to
discuss our proposal for a new district to join the Joint Facilities ownership.
Background. As you know, the Town of Fraser's Board voted in 2013 to annex the Byers Peak
lands, with a 6-1 vote in favor. Unfortunately, a referendum petition defeated that effort in fall
2013. After that, the developer attempted to reach an out-of-town service agreement with the
Town of Fraser, however, the parties were unable to come to an agreement by spring of 2014.
Therefore, we now plan to install our own package and scalable wastewater treatment plant on
Elk Creek, upstream of Fraser. I recently discussed this package plant with Joe Fuqua. On Joe's
suggestion, we also discussed the potential of a Byers Peak district joining the Joint Facility
ownership. Given the excess capacity at the plant and shared concerns for stream health, this
may be a win-win outcome. it is my understanding that Joe also discussed this with Bruce
Hutchins. We've since been encouraged to approach the JFOC board about the concept with this
letter to you.
JFOC Agreement. As you may know, Upper Fraser Valley Wastewater Treatment Agreement,
entered in 2001 ("JFOC Agreement"), does not include consideration of or any prohibition to
adding an additional district partner. Given water quality concerns and efficient operations at the
Joint Facilities, it seems prudent to explore this possibility. We understand that the plant
capacity is now at 2.7 MGD. The JFOC Agreement includes specific information about costs
and pricing for capacity and ownership percentages in Exhibits 4-5. If the JFOC will entertain
this potential solution, we will provide an outline for a phased plan to buy capacity up to 1,233
EQR, which is the unit number estimated in our County Sketch Plan.
Benefits. In particular, this concept may include specific benefits for all three current owners of
the Joint Facilities as follows:
• Increases connections to the Joint Facilities and user fees to pay for OMR&R;
• May reduce operating costs to current users (your district members);
• Cost estimates are done and in place;
• No debt on the plant currently exists;
• Property in Byers View Metropolitan District is located in a "servable" location;
• Increases reserve fund with buy -in $;
• Reduces additional wastewater burden on Elk Creek and removes need for package plant
installation on Byers Peak property.
We ask by this letter that you provide notice to the JFOC for a special meeting on this topic,
pursuant to Section 4.6.5 of the JFOC Agreement. At that time, we'll provide additional
information by which to evaluate the stream health benefits and economics of this proposal.
Thank you and we look forward to hearing from you.
Very truly
Byers Pe
,0
C. Clark Lipscomb,
CC. Ramsey Kropf
James Collins
R. Scott Fifer, Eric Mangeot
Joe Fuqua
Bruce Hutchins
P.O. Box 30 Phone: 970-726-8600
Winter Park, CO 80482 Fax: 970-726-8833
August 26, 2014
Mr. Clark Lipscomb
Cornerstone Holdings, LLC
Box 30
Winter Park, CO 80482
Dear Clark:
I have reviewed your attorney's proposal of August 20th and wanted to provide you with
feedback for your consideration. Generally, the proposal is a bit short-sighted and does not take
into consideration a number of important factors that I will outline below. While one option is
for you to build your own treatment plant, I believe it would be in the best interests of all parties,
the residents of Grand County, and the environment if you join or become a side member of the
Upper Fraser Valley Treatment plant. Your proposal is a first step toward opening a dialogue to
accomplishing our mutual goals.
As we have discussed and is outlined in the letter, one option is for you to build your own
treatment plant. As the letter states, Grand County has approved an initial sketch plan for the
Byers Peak properties for up to 1,233 EQR. However, if you build your own treatment plant, not
only will it be expensive, you will have to navigate numerous hurdles with the County to obtain a
permit. You will also have a public hearing process and will likely encounter resistance from
local residents,
The preferable alternative is to have the Byers Peak district become a co-owner in the Joint
Facilities or to receive service from one of the three wastewater districts by inclusion or another
form of agreement. In order for you to properly evaluate the options, I need to respond
specifically to the assumptions and calculations in the attorney's letter. The Upper Fraser Valley
Wastewater plant has a current capacity of 2.7 MGD but the State has limited the permitted
capacity to 2.49 MGD. Once we exceed the permitted capacity, the State will require additional
operational oversight, and our costs will rise exponentially. Our current permit goes for another
2 years with the State. Certainly in the next permit cycle we may be faced with these additional
operational requirements. For example, we are anticipating the next permit to include the
requirement of nutrient removal from the treated effluent. This will certainly add additional
costs to the JFOC in the future budgets.
As for the numbers used in the letter, it is erroneous to include depreciation in the calculations,
as the three districts over the last 13 years have continued to make improvements to the plant
with capital funds. Also, your attorney has not included the SBR upgrade (approximately
$500,000) that will take the plant to the 2.7 MGD capacity. Finally, the current capital reserve
fund is $25M, not $1.1M.
I also think your proposal needs to include the plant investment fee that the JFOC would require
to become a member. We cannot merely sell you 14% of the capacity of the plant and move on
without additional contributions or requirements. In addition, our district GCWS#I might not
be amenable to decreasing our EQR to accommodate your development. I cannot comment on
the other 2 districts. We might need to expand the plant capacity instead.
There are many more items that our engineers will need to review for any additional line sizing
requirements to be able to handle your additional EQR's. We would require that Cornerstone put
up monies to pay any engineering and legal costs that would be incurred during negotiations.
The final numbers for the actual cost to buy in would have to be negotiated; it may be
considerably less than the cost of constructing your own treatment plant.
I am listing below items that I believe may be further negotiation points.
• Initial plant investment fee or inclusion fee
• Agreements with the Town of Fraser for use or tie in to their main trunk lines or
improvements
• Agreement with GCW&S for expansion costs of "C" line
• Triggering of plant expansion @ 2.1 MGB
• Additional plant operating costs when plant goes over 2.5 MGB
• Nutrient removal requirements and associated costs for this treatment
These are just my initial thoughts on your proposal. There are probably many other points that
will come up with the discussions of this proposal with the JFOC partners. I look forward to
ultimately reaching some type of agreement that would satisfy your development needs. In the
end I believe the advantages of your joining the Upper Fraser Valley Treatment facility will
greatly outweigh the negatives and will be less costly and time consuming than permitting and
constructing a treatment plant for your development. You are scheduled on the agenda with the
JFOC meeting on September 1 It", I hope you might revise your proposal prior to the meeting so
the JFOC board will be able to review.
TO Wolf, Prei t
Joint
oint FaciiitiessOver Committee
Cc: Ramsey L. Kropf
Bruce Hutchins
Joe Fuqua
PATMCK MILLER EKRPF NOTO
September 3, 2014
Via US Mail & Email
Ramsey L. Kropta Robert Wolf, President
share1hdder Joint Facilities Oversight Committee
krop#'@wrateriaw.rani
c/o Grand County Water & Sanitation District No.
reply to Aspen office, P.O. Box 3077
Ifice sed in Az, Gni, WY Winter Park, CO 80482
RE: Upper Fraser Valley Wastewater Joint Facilities Oversight Committee
Request, Proposal Outline
197 Prospector Drive
Suite 2104 A
Dear Mr. Wolf:
Aspen, CO 611611
T: 9747.920.1030
F.970.925-6647
My firm represents Byers Peak Properties, LLC ("Byers Peak") and I write
',l
regarding the Joint Wastewater Treatment Plant facilities located in Fraser ("Joint
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WVateriawu Riverwalk
Facilities"). As you know from your discussions with Clark, our client is
229 Midland Avenue
considering forming a special district to support water and wastewater development
Basalt, co 8 1621
970.
T:970.920.1030
on land owned by Y B ers Peak. Based on your discussions with Clark this week, this
F. 970.924.103(?
letter provides additional details and revisions for Byers Peak's proposal for a new
Byers Peak district to join the Joint Facilities ownership.
J , 01 1 11',
999 118th Street
30th Floor
Background. As you know, the Joint Facilities were initially formed and financed
Denver, CO 0202
T 30&693.9700
Pursuant to the Upper Fraser Valley Wastewater Treatment Agreement, entered in
F. 303.693.7900
2001 ("JFOC Agreement"). The JFOC Agreement contains Exhibits 3 through 5
which detail specific EQR capacity allocations, percentages of plant ownership, and
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costs per EQR for each participating district. It also estimated costs for future
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expansion, using a formula that accounted for site value, CPI increases, facility
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value, depreciation and capital reserves. We've relied on those calculations to
F. 970.927.1030
provide a proposal by which Byers Peak's district could become a co-owner in the
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Joint Facilities. You requested that our client should not depreciate the plant value
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for purposes of this calculation. The numbers below reflect that concept. We note
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that this is a concession for pricing, because it is a premium over future calculations
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that bind the existin we note that it is unlikely the
g plant owners. In addition, Y
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plant's value would have enjoyed a CPI increase, given that the plant is 14 years
old, and that market conditions over the last decade have resulted in lower values
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Professional Corp.
for land and structures. Therefore, we have removed the CPI increase.
Specific Cost Estimates. We understand that the plant's current average daily use is
around 0.7 MGD, with peak demand at approximately 1.0 MGD. We do
understand that the plant has permitted capacity for 2.49 MGD, and plans exist for
an increase to 2.7 MGD near term. The JFOC Agreement includes specific
information about capacity reservations and plant capital cost allocations for the
plant and joint trunk lines in Exhibits 3-5. Therefore, the below cost evaluation
reflects purchasing capacity at the 2.7 MGD plant size.
September 3, 2014
Page 2
We can revise the capacity allocations to better fit the actual permitting capacity if this
negotiation goes forward, but we rely upon the existing JFOC agreement as a way to understand
percentages between parties. The percentage allocations between parties should not change
significantly for the decreased capacity use.
Finally, as you know, Grand County has approved an initial sketch plan for Byers Peak for up to
1,233 units, but most of the units are planned as multi -family. Therefore, the total EQR and
resulting capacity is 991 EQR. Thus, this letter outlines a phased purchase plan by which a
Byers Peak special district may participate in Joint Facilities capacity using the 1,233 units and
991 EQR for our calculations. This equates to a smaller percentage of capacity than that
originally requested (by 242 EQR), which speaks to your concern about reducing capacity to
current owners.
The total EQR allocation between the three owners at this time divides 8,518 EQR between them
in Exhibit 3, when 2.7 MGD is assumed. We worked from the estimated facilities formula
shown in Exhibit 4 of the JFOC Agreement, which was based on an estimation of equity prior to
plant expansion to 3.7 MGD. As noted above, the below calculation does not factor in
depreciationor a CPI increase. Still the assumptions from your Exhibits allowed us to review
each owner's capacity and plant equity allocations to determine a per EQR value:
Total Joint Facilities Existing Plant Equities Calculation
Total
2.7 MGD
Capacity in
EQR
MGD
EQR
Est. Value/EQR
Site Value ($200,000) $ 200,000.00
1.00.
37°%
Facilities Value ($9.9M) $ 9,900,000.00
2467
0.78
Capital Reserve Fund * s,2,500,000,60
TDF
2896
Total $12,600,000.00
8518
$ 1,479.22/EQR
* The Capital Reserve Fund figure reflects the 2014 estimate.
For the 2.7 MGD plant capacity, the ownership percentages for the EQR ownership in the plant
facility were calculated in Exhibit 3 as follows:
Given this cost and capacity allocation scenario, we propose the following.
1. Main Plant Capacity Sale. Using the JFOC Agreement's calculations, if a Byers Peak
district purchases approximately 11.6% of the total capacity, the re -allocation of capacity would
W:ACornerstone Winter Park Holdings\744 F4B Byers Peak Property Annex\Letters\JFOC Leifer Prop Byers Peak Properties 9 3 14 FINAL CLLAN.docx
2.7 MGD
EQR
MGD
°l
GCW&D#1
3155
1.00.
37°%
WPRW&S
2467
0.78
29%
TDF
2896
0.92
34%
Total
8518
2.70
100%
Given this cost and capacity allocation scenario, we propose the following.
1. Main Plant Capacity Sale. Using the JFOC Agreement's calculations, if a Byers Peak
district purchases approximately 11.6% of the total capacity, the re -allocation of capacity would
W:ACornerstone Winter Park Holdings\744 F4B Byers Peak Property Annex\Letters\JFOC Leifer Prop Byers Peak Properties 9 3 14 FINAL CLLAN.docx
September 3, 2014
Page 3
require each existing district to sell 330.33 EQR each and approximately 0.10 MGD each, so
Byers Peak could serve 991 EQR. The capacity and equity reallocation of 11.6% is shown
below, and results in a calculation of $1,465,907.49 as the total cost Byers Peak's district would
incur to join the Joint Facilities ownership for the plant. Byers Peak can agree to a phased
approach to buy up to this capacity. The tables below illustrate the concept.
This proposal simply provides an equal capacity sale from each of the current owners, but our
client understands each owner may have different needs, and is willing to work with JFOC to
refine these numbers. We note that the capacity reductions for each existing owner equal about a
4% decrease if allocated equally. Our client also seeks agreement that the plant capacity
purchase and resulting annual operations obligation can occur in a phased setting along the
following lines.
Phased Purchase at 400/400/433 EQR
Peak
by Byers
# EQR Phase 1
Phase 2
Phase 3
Total
% of 8518
3.5i%
300 443,166.14 300
300
$ 443,766.14
300
3.5%
391
578,375,;21
301
4,69/6
991
$1,465,907.49
991
11.6%
1/3 paid to
each District at
each phase $ 147,922.05
$147,922.05
$ 192,791.74
$1,465,907.49
2. Cost for Capacity in Main Trunk Lines. A calculation for required joint trunk lines is
premature at this point absent some initial authority by the JFOC and engineering information
detailing which trunk line(s) may be necessary to serve Byers Peak.
3. Phased Purchase. As part of this purchase, once a percentage of ownership is acquired,
then the Byers Peak district will be responsible for that same ownership percentage of operational
costs, future capital improvements, etc. This would make the Byers Peak district responsible for
W:ACornerstone Winter Park Holdings\744 F4B Byers Peak Property Annex\Leiters\JFOC Leifer Prop Byers Peak Properties 9 3 14 FINAL CLLAN.docx
September 3, 2014
Page 4
its share of costs for the new standards to go to the 2.7 MGD plant, and to secure a new permit
from the state. Similarly, you mentioned the SBR upgrade, and with this proposal, our client
would be responsible for its ownership percentage costs for that upgrade. However, the purchase
proposal, because it considers the reserve fund in the plant valuation, will also buy into the same
percentage of the capital reserve account. As such, we'd expect that the upcoming capacity
increase from 2.49 MGD to 2.7 MGD and other potential large ticket items may be funded in part
or in whole from such reserves. Therefore, after Phase 1 is purchased, then 3.5% of ownership
responsibility would fall on the Byers Peak District. After Phase 2 is purchased, then the next
3.5% of ownership responsibility would be Byers Peak's and so forth. Our client seeks to
structure a phased approach where Byers Peak sales can occur to support the outlay of funds.
4. Engineering. If this arrangement (or something similar) is agreeable in concept, then our
client can agree to have their engineer do a more in depth analysis, at our client's cost. Once we
identify the trunk line(s) and capacity needs, then we'd expect your engineer to review the more
detailed proposal. Our client will pay for the costs to the JFOC districts for engineering review
regarding the trunk line and capacity changes in the plant up to a total cost of $10,000.00, and if
we can structure the review with reasonable timing.
5. Concerns with Future Costs to Meet Increased State Standards. Thanks for your
explanation about concerns that the JFOC will have future increased costs to meet tougher
nutrient removal standards. Again, our expectation is that our client's percentage of these costs
would be met in part by the reserve account, which is included as part of the purchase pricing.
However, if those costs are far more significant, we'd want to get a better handle on expected
costs while in this negotiation. If our client constructs its own plant, it could expect to have
increased costs to deal with those standards as well. We'd expect our engineering review to
provide us with a better understanding of this issue.
6. C Trunk Line. In our research, the C Trunk line has more than adequate capacity for
current and future needs, and was constructed with quality PVC pipe that is unlikely to require
immediate replacement.
7. Plant Investment Fee. We looked at the way the three existing owners structured their
purchase arrangement as a basis for this proposal. We did not see that any of the three existing
owners paid any additional plant investment fee — they each paid for their own percentage of the
total plant valuation, and each pay for their percentage of operating costs. Similarly, this proposal
values the total plant and proposes paying for a percentage of that value. We suggest that it is
overreaching to require a fourth district to pay an additional premium to become a co-owner
without some support for what that additional fee buys.
8. Operational and Capital Expenditure Costs. Assuming an agreement is reached with our
client that results in a Byers Peak district owning equity in the plant, then that district would be
responsible for its pro rata share of the operational expenditures and capital improvement items
net of any reserves that might be utilized for these items.
Benefits. In particular, this concept results in specific public benefits for all three current owners
of the Joint Facilities as follows:
W:ACornerstone Winter Park Holdings\744 F4B Byers Peak Property Annex\Leiters\JFOC Leifer Prop Byers Peak Properties 9 3 14 FINAL CLLAN.docx
September 3, 2014
Page 5
• Return on investment for oversized facilities. Given actual use (1.0 MGD) is far below
total permitted capacity (2.49 MGD), this is an opportunity for other districts to recover
some of their initial investment.
• Increased connections to the Joint Facilities and increased user fees to pay for system
wide operations, maintenance, repairs and replacements;
• Potentially reduced operating costs to current users (your district members);
• Cost estimates provided under existing JFOC Agreement, reducing negotiation costs;
• No debt on the plant currently exists and new ownership to help finance future
improvements;
• Property in Byers Peak is located in a "servable" location;
• Increased reserve funding paid by the Byers Peak district to current owners;
• Removes additional wastewater burden on Elk Creek and removes need for package plant
installation on developer's property.
Finally, as you know, our client has spent time investigating some options for a package, scalable
wastewater treatment plant to be located on its own property that is zoned to allow this use.
While we are still in the process of firming cost estimates and timing, our client must of course
compare the costs to join the JFOC to those for constructing its own plant, along with the other
community considerations that you and Clark have discussed.
Please advise if this revised proposal is adequate for the initial discussions. Thank you and we
look forward to hearing from you, and presenting this to the JFOC at the September 11, 2014
meeting.
Very truly yours,
Patrick I Miller I Kropf I Noto
A Professional Corporation
By: r[
Ramsey L. Kropf
krol2f a,1vaterlaiv. coni
RLK
cc: C. Clark Lipscomb
R. Scott Fifer
James Collins
Joe Fuqau
Bruce Hutchins
W:ACornerstone Winter Park Holdings\744 F4B Byers Peak Property Annex\Leiters\JFOC Leifer Prop Byers Peak Properties 9 3 14 FINAL CLLAN.docx
UPPER FRASER VALLEY WASTEWATER TREATMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into by and between the
Fraser Sanitation District, the address of which is P.O. Box 120, Fraser, CO 80442,
(hereinafter referred to as "FS""), Winter Park West Water and Sanitation District, the
address of which is P.O. Box 1390, Fraser CO 80442, (hereinafter referred to as
"WPW"), and Grand County Water and Sanitation District #l, the address of which is
P.O. Box 3077, Winter Park CO 80482, (hereinafter referred to as "GC").
RECITALS:
FS and WPW, since 1980, have been operating under a cooperative Agreement,
the purpose and intent of which was mutually to benefit themselves and their inhabitants
by facilitating the joint construction and operation of interceptor sewer lines and sewage
treatment and disposal facilities, and to plan for their future expansion and the allocation
of costs thereof.
The relationship of FS and WPW, pursuant to the cooperative Agreement, has
been generally satisfactory.
GC provides wastewater treatment service through a separate collection sewer
system and an aerated lagoon treatment facility.
• The three Districts have concluded that they can more effectively and efficiently
provide wastewater treatment service to their respective service areas by consolidating
ownership, operation and management of a new wastewater treatment plant to be
constructed on the existing plant site of the FS and WPW treatment facility north of
County Road 8 and a new and/or expanded gravity sewer trunk line from the GC lagoons
to a connection point with the existing FS/WPW interceptor line.
It is the desire of FS, WPW and GC to cooperate in the joint construction,
maintenance and operation of joint interceptor sewer lines and joint sewage treatment
facilities in a manner which will promote the harmonious and efficient provision of
service to their residents and accomplish the objectives of each.
The Constitution and laws of the State of Colorado permit and encourage local
governmental entities to cooperate with each other for the efficient performance of their
responsibilities.
A regional Wastewater Facilities Plan (the "201 Plan") has been prepared to
facilitate the development and specify the design of the Joint Facilities.
A Joint Plant Master Plan, as defined in Section 1.20, has been developed by
McLaughlin Water Engineers, Ltd., describing a build out of a 6 mgd sewage treatment
A
plant on the existing FS/WPW treatment plant site. The Districts desire to adhere to the
existing Joint Plant Master Plan attached as Exhibit 2.
The Board of Directors of FS, WPW and GC have each determined and hereby
declare that it will be economically desirable and in the best interest of each District and
the inhabitants therein and in the interest of the public health, safety and welfare to enter
into this Agreement.
The Joint Facilities which are subject to this Agreement are defined in Section 1
below. The definition may be amended from time to time.
This Agreement shall supercede the Agreement between FS and WPW dated
February 19, 1980.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the parties agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following words and phrases shall have the following
meanings:
1.1 "Agreement' is this Upper Fraser Valley Wastewater Agreement and any
amendment thereto.
1.2 "Annual Operations and Maintenance Budget' is an annual budget of
revenue, expenditures and capital replacement reserves prepared by the
Operating Superintendent, submitted to the Manager and the JFOC for
appropriate action, setting forth the revenue and expenditures reasonably
necessary to operate the Joint Facilities.
1.3 "Capital Project' is the initial construction or future expansion of any Joint
Facilities.
1.4 "Capital Replacement" is a replacement of the Joint Facilities not deemed an
Operations and Maintenance Cost by the Operating Superintendent or having a
cost in excess of $50,000, increased annually by the CPI, or with a useful life
greater than ten years.
1.5 "Capital Replacement Reserve Fund" is the account established and
maintained under this Agreement the proceeds of which are to be used for
Capital Replacements.
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1.6 "Connected EQRs" are that number of Reserved EQRs as defined below,
which a participating District, has connected to the Joint Facilities.
® 1.7 "CPI" is the Denver -Boulder -Greeley, Colorado metropolitan area Consumer
Price Index for All Urban Consumers.
1.8 "Design Engineer" is an engineer chosen by the Manager subject to approval
by the JFOC for the purpose of determining the feasibility of and designing an
expansion of the Joint Plant.
1.9 "District" or "Districts" are FS, WPW and/or GC as used singularly or
collectively.
1.10 "EQR" is an equivalent residential usage unit, sometimes referred to as a
Single Family Equivalent (SFE). Currently an EQR represents a maximum
day load of 270 gallons and 0.6 lbs BODS.
1.11 "Existing Facilities" are the facilities existing and jointly owned by FS and
WPW as of the date of execution of this Agreement that shall be incorporated
into the Initial Joint Facilities.
1.12 "Legal Interest" is each District's owned percentage interest of the Joint
Facilities and its Reserved Sewer Capacity in the Joint Facilities as each
District may own from time to time.
1.13 "Excess Flow" is the number of gallons of wastewater per day that the
sewerage measured at the flow meter exceeds Connected EQRs multiplied by
the average wastewater use characteristics used to establish the current EQRs.
1.14 "Initial Joint Facilities" are the Joint Facilities as defined below up to 2.7
mgd. Any expansions of the Initial Joint Facilities shall be referred to as
"expansions."
1.15 "Joint Facilities" are the Joint Plant and Joint Trunk Lines collectively, any
related works or improvements, interceptors, or lift stations, and all personal
property and fixtures used in connection therewith.
1.16 "Joint Facilities Engineer" is McLaughlin Water Engineers, Ltd. for the
Initial Joint Facilities, or such other engineer as chosen subsequent to the
completion of the Initial Joint Facilities by the Manager subject to approval by
the JFOC.
1.17 "Joint Facilities Manager" (or "Manager") is the entity appointed by the
JFOC to oversee and manage the Joint Facilities. The Manager may be a third -
party selected by the JFOC including one of the Districts. The initial Manager
shall be the Fraser Sanitation District.
3
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1.18 "Joint Facilities Oversight Committee" or "JFOC" is a nine -member
oversight committee comprised of three members of the Board of Directors of
each District appointed by the respective District. The committee is not a
separate political entity. Each member shall serve at the pleasure of the
District which appoints such member.
1.19 "Joint Facilities Subcommittee" or "Subcommittee" is a committee appointed
by the JFOC consisting of at least one member of the JFOC from each District.
1.20 "Joint Plant" is the initial 2.7 mgd Joint Wastewater Treatment Plant as it may
be expanded from time to time, and those metering stations deemed necessary
by the Manager to monitor the flow and infiltration into the Joint Facilities and
Joint Trunk Lines depicted on Exhibit 1 attached hereto.
1.21 "Joint Plant Master Plan" is the plan entitled "Fraser WWTP Master Plan"
prepared by McLaughlin Water Engineers, Ltd. and attached as Exhibit 2
hereto as amended from time to time.
1.22 "Joint Project Cost Account' is the project fund account for the Initial Joint
Facilities into which the Districts will deposit their contributions for the design
and construction of the Initial Joint Facilities.
1.23 "Joint Trunk Lines" are the following, as depicted on Exhibit 1 attached
n
hereto:
a. Line A, Joint Grand County/Fraser (Maryvale East Side Trunk),
from Grand County New Flow Metering Station to Manhole #19;
b. Line B, referred to as Replacement Trunk Thru Fraser, from
Manhole #19 to WPW Metering Station; and
C. Line C.
1.23 "Line C" is the existing 21 -inch outfall line or its replacement set forth on
Exhibit 1 attached hereto which transmits flows from the Districts to the
treatment facilities located north of Grand County Road 8.
1.24 "Operating Superintendent' is the superintendent appointed by the Manager.
"O&M
1.25 "Operations and Maintenance Costs" (or Costs") are those expenses
attributable to operating and maintaining the Joint Facilities to be paid out of
the Annual Operations and Maintenance Budget. Operations and
Maintenance Costs may include direct administrative and billing labor costs,
professional fees (for attorneys, accountants, and engineering consultants
specifically engaged to provide services to the Joint Facilities), operations,
-
fines and penalties, management fees, repairs, and minor replacements; they
n
J
SECTION 2. CONSTRUCTION OF INITIAL JOINT FACILITIES AND
EXPANSION
A. Joint Facilities Manager for Permitting, Design, Construction, and
Expansion of Joint Facilities
2.1 Joint Facilities Manager ("Manager"). FS shall be the Manager for the permitting,
design and construction of the Initial Joint Facilities and the operations and
maintenance of said Joint Facilities until such time as another Manager is appointed
by the JFOC under Section 4.7.1. The Manager shall have the authority to:
0
may not include such items as fees or salaries for an individual District's
Board of Directors, the cost of preparing an individual District's audit or
budget, or other separate expenses. The Operations and Maintenance Costs
will be reflected in the Annual Operations and Maintenance Budget.
1.26
"Operations And Maintenance Reserve Fund" is the fund containing three
months' operating expenses to provide for any shortfall in the revenues
collected necessary to fund the Operations and Maintenance Costs of the Joint
Facilities.
1.27
"Pre -sold EQR" is an EQR that is sold but is not contemplated to be connected
to the system within the next reporting period.
1.28
"Project Costs" are those costs necessary to complete the design and finish the
construction of the Joint Facilities, including engineering costs, jointly incurred
legal fees (not related to the negotiation and preparation of this Agreement),
201 Revision expenses, 1041 Plan expenses, Site Application expenses and
such other costs determined by the Manager. Such costs may be reviewed and
acted on by the JFOC in the same manner as the Annual Operations and
Maintenance Budget.
"Reserved
1.29
EQR" is an EQR that a participating District elects to commit to the
Initial Joint Facilities or in any approved expansion of the Joint Facilities.
1.30
"Pump Back System" would be any facilities and trunk lines used to pump
outflows from wastewater treated by the Joint Plant Facilities to an upstream
location. The Pump Back System would not be a Joint Facility.
1.31
"Reserved Sewer Capacity" is each District's allocated share of the total
Reserved EQR capacity of the Joint Facilities as constructed from time to time.
1.32
"Ultimate Reserve Sewer Capacity" is that number of Reserved EQRs that
shall serve as the ultimate design capacity of the Joint Facilities.
SECTION 2. CONSTRUCTION OF INITIAL JOINT FACILITIES AND
EXPANSION
A. Joint Facilities Manager for Permitting, Design, Construction, and
Expansion of Joint Facilities
2.1 Joint Facilities Manager ("Manager"). FS shall be the Manager for the permitting,
design and construction of the Initial Joint Facilities and the operations and
maintenance of said Joint Facilities until such time as another Manager is appointed
by the JFOC under Section 4.7.1. The Manager shall have the authority to:
0
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2.1.1 Hirin . Hire professionals such as engineers, lawyers and accountants to
provide services to the Joint Facilities. The JFOC or a subcommittee
thereof shall first review and approve said contracts prior to hiring by the
Manager except as otherwise specified herein.
2.1.2 Design and Construction. Let contracts for and supervise the design and
construction of the Joint Facilities. The JFOC must approve said contracts
® and design.
E
2.1.3 Apply for, Accept Funding. Make application or coordinate the making
of applications for funding, including funding under an EPA grant or other
state or federal financial assistance, and accept funding that it deems
appropriate. WPW and GC agree by executing this Agreement to enter
into such applications or other documents if required.
2.1.4 Execute Contracts. Execute funding contracts including notes, bond
indentures, revolving bond documentation or grant documentation subject
to the approval by the JFOC.
2.1.5 Supervise Construction. Supervise the construction of the Joint
Facilities in conjunction with the JFOC Subcommittee.
2.1.6 Other Action. Take all other appropriate action for the funding,
construction, operation, maintenance, expenses or replacement of the Joint
Facilities reasonably necessary for the Manager to carry out the purposes
of this Agreement. This section shall not supersede, or be construed to
grant any powers to the Manager specifically limited by this or other
sections of this Agreement.
B. Planning, Design and Construction of Initial Joint Facilities
2.2 Joint Plant Master Plan of Joint Facilities. McLaughlin Water Engineers, Ltd.,
prior to creation of this Agreement, has prepared a Joint Plant Master Plan for the
Joint Facilities. FS and WPW have relied on the Joint Plant Master Plan in
proceeding with the expenditure of funds to acquire the treatment plant site and
easements necessary for the construction and use of certain Joint Trunk Lines.
All Joint Facilities, including expansions, shall be required to conform to the Joint
Plant Master Plan.
2.3 Initial Plant and Trunk Construction. GC acknowledges that FS and WPW
have begun to design the Joint Facilities and agree as follows:
2.3.1 Documents. If not already completed, the Engineer is authorized to
complete all design drawings suitable for bidding for the construction of
6
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11
the Joint Facilities. The cost of the work described in this paragraph are
Project Costs.
2.3.2 Reimbursement of Sums Paid. FS, WPW and GC have previously
entered into an Agreement relating to the design of the Joint Facilities.
These costs shall be Project Costs and will be billed, if not already billed
and paid, in the initial Project Cost billings by the Manager.
2.3.3 Authority to Bid and Construct Joint Facilities. WPW and GC
authorize the Manager to bid the Joint Facilities. After review and
approval of the bids by the JFOC or Subcommittee the Manager can
proceed to accept the appropriate bid and proceed with construction.
2.3.4 Assurance of Payment. Each District, prior to the Manager advertising
for bids or issuing a Notice to Proceed, must satisfy the other Districts that
it has adequate funding, or will have adequate funding, to pay its Project
Costs or the Manager shall not proceed. Such evidence of financing may
take the form provided in Section 2.4.3.1, 2.4.3.2 or 2.4.3.3 infra.
C. Expansion of Joint Facilities
2.4 Procedure for Increased Capacity. It is understood and agreed that if FS, GC or
WPW or any combination thereof find it necessary or desirable to have the
sewage plant capacity increased to obtain greater reserved sewer plant capacity,
have the Joint Trunk Lines expanded or new trunk lines added, excluding the
replacement of Line C, which will be dealt with as provided in Section 2.8 below,
the Manager with the authority as set forth in Section 2.1 above, shall proceed as
set forth below. No party may request an expansion that would exceed the limit
of Ultimate Reserve Capacity, as amended from time to time and as shown on
Exhibit 3. Any District may request an increase by the following procedure:
2.4.1 Notice Requirements. The Board of Directors of such District requesting
an increase will give notice in writing to the Board of Directors of the
other Districts and to the Manager of the necessity or desirability of
increasing the plant capacity. Such increases must be in minimum
increments of 1.0 mgd.
2.4.2 Joint Meeting. The Board of Directors of the District receiving the notice
shall within 60 days review that notice and advise the Board of the
initiating District and the Manager whether the receiving District also
desires an increase in plant capacity. The Districts shall establish a date,
time and location for a joint meeting of the Boards of Directors to
determine the approximate increase in the sewage plant required by each
District and if unable to agree then said meeting shall be at the Fraser
Town Hall on the first Monday, after the 60th day. At such meeting, the
Manager shall be authorized, within a reasonable time, to cause to be
11
approval from the JFOC which approval shall be considered at a special
meeting following the notice requirements set forth in Section 4.6.5.2
Special Meetings , shall let bids for the design and, thereafter, for the
construction of the expanded Joint Facilities. Voting and quorum
requirements shall follow the rules set forth in Sections 4.6.3 and 4.6.5.3
2.4.5 Payment for Construction. The Participating Districts agree to pay for
Reserved Sewer Capacity in the expanded Joint Facilities at the time the
monies are required to pay for the construction or other acquisition of such
Joint Facilities. The Manager shall prepare Project Cost billings for the
expansion of the Joint Facilities, which will be due upon receipt.
2.4.6 Electing Not to Participate. In the event a District chooses for any
reason not to participate in the proposed expansion, the other Participating
Districts shall retain an absolute right to go forward with their proposed
expansion, and shall retain the entire increase in capacity achieved
thereby. Each District's Legal Interest will be adjusted in accordance with
the examples set forth in Exhibit 5 and as described in Section 2.5. A
District which is not a Participating District may still vote on the JFOC's
consideration of matters related to the expansion. A District which elects
not to participate in a particular expansion shall not be precluded from
participating in subsequent expansions of the Facilities.
2.5 Capital Proiect Cost Allocation of Expansion. Capital Project Cost allocations
for future Joint Plant and Joint Trunk Line expansions shall be calculated and
allocated between the Districts as set forth in Exhibit 4.B.2 and Exhibit 5.13.2.
2.6 Expansion Beyond the Joint Plant Master Plan. Once the Joint Plant has been
expanded to 6.0 mgd under the Joint Plant Master Plan and is operating at 80%
capacity, the Manager, subject to approval by the JFOC, shall hire a Design
Engineer to prepare an amendment to the Joint Plant Master Plan indicating the
feasibility of increasing the Joint Facilities capacity beyond 6 mgd at that Joint
Plant site, including required trunk modifications and replacements, estimating
costs and recommending modifications to the allocation of costs between the
Districts if the expense and/or complexity of the Joint Plant Master Plan
amendment renders cost allocation under this Agreement unfair or inappropriate.
Such amendment shall be approved by Directors of the Boards of FS, WPW, and
GC. The vote for such amendment shall follow the procedures outlined in Section
5.1.2.
2.7 Mandated Upgrades. The cost of any upgrades to the Joint Facilities mandated
by state or federal governmental procedures, rules or regulations shall be
calculated and allocated between the Districts as set forth in Exhibit 4.13.2 and
Exhibit 5.13.2. All Districts must participate in the cost of such mandated
upgrades.
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D. Replacement of Line C
2.8 Line C Replacement. Line C, an existing 21 -inch trunk line, is predicted to have
adequate capacity for the initial project. WPW and FS are contributing the initial
Line C to the Joint Facilities in exchange for the Agreement by GC that upon any
expansion of the Reserved Sewer Capacity in the Joint Facilities, which will cause
a recommendation by the Joint Facilities Engineer designing the expansion to
increase the Line C size, GC will pay all Project Costs to have Line C designed
and upgraded or replaced to accommodate the total Ultimate Reserve Sewer
Capacity as set forth in Exhibit 3 attached hereto. Such upgrade or replacement
cost shall not be included in any equity calculation relating to the Joint Facilities
but shall be a separate and discreet cost of GC. Upon completion of the upgrade
or replacement of Line C, Line C shall be a part of the Joint Facilities, ownership
shall be in the same percentage that exists for the other Joint Facilities and all
Districts shall participate in future repair, replacement or upgrade projects in
proportion to their Reserved Sewer Capacity.
SECTION 3. OWNERSHIP OF AND CAPITAL PROJECT COST
ALLOCATIONS OF JOINT FACILITIES
A. Title and Legal Interest in Joint Facilities
3.1 Title to Joint Facilities. Title to the Initial Joint Facilities shall be vested in FS,
WPW and GC in accordance with their respective Legal Interest after completion
of the Initial Joint Facilities. FS, GC and WPW shall own the Legal Interests in
the Initial Joint Facilities as calculated on Exhibits 4 & 5. Upon completion of the
initial and any major plant expansion, these Legal Interests will be recalculated
and the deed to the real property shall be amended to reflect these changes in
Legal Interests.
3.2 Legal Interest in Initial Joint Facilities. Each District's percentage of the total
Reserved Sewer Capacity in the Initial Joint Facilities will constitute that
District's Legal Interest in the Initial Joint Facilities.
3.3 Ownership Rights to and Repair of Fraser Sanitation District Lines. The
District's recognize that the lines transiting through the Fraser Sanitation District
are unique in nature because they serve as both collection lines for the Fraser
Sanitation District and combined Joint Trunk Lines for the Joint Facilities. As
such, it is agreed by all District's that the lines within the Fraser Sanitation
District boundaries will forevermore be the sole property of the Fraser Sanitation
District. Except as to replacement of Line C as discussed in Section 2.8 above,
other Districts using and contributing to the cost of the lines shall own Reserved
Sewer Capacity in these lines as calculated in Exhibit 3 and Exhibit 5, which shall
be equal to their respective percentages of their contributions to the total
contributed capital. In addition, as a byproduct of this arrangement, FS shall
operational.
B. Cost of and Reserved Capacity in Initial and Ultimate Joint Facilities
3.5 Initial and Ultimate Joint Plant Ownership, Reserved Sewer Capacity and
Ultimate Reserve Sewer Capacity. The Legal Interest after construction of the
initial expansion, the Reserved Sewer Capacity in the initial expansion and the
Ultimate Reserve Sewer Capacity in the master planned plant facility are reflected
in Exhibit 3.I.
3.5.1 Payment Obligations. Each District shall contribute an amount equal to
its change in equity in the plant before and after the initial 2.7 mgd
expansion. Such contribution shall be calculated as follows:
3.5.1.1 Legal Interest After Project Completion. The amount of Legal
Interest each District shall have in the Joint Plant after completion
is calculated by multiplying each District's Reserved Sewer
Capacity in the initial Joint Plant by the total value of the Joint
SM Plant after completion. For illustration purposes the total value of
the Joint Plant is projected to be $9,900,000 ($8,900,000 estimated
for the Project Costs plus $1,000,000 for the agreed upon value of
the existing facilities), as demonstrated in Exhibit 4.A.2(b). The
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always have the right to alter or repair any section of these lines and pay for any
costs associated therewith. The other Districts owning Reserved Sewer Capacity
in these lines agree to pay any bills submitted by FS for such changes or repairs in
the proportion of their Reserved Sewer Capacity.
3.4 Sale of Equity in Existing Facilities for Use in Joint Facilities. FS and WPW
currently own and operate the existing treatment plant and the current plant site
and the easements in which Line C is located (the "Existing Facilities"). The
ownership is FS 46.49% and WPW 53.51%. Both FS and WPW have agreed to
contribute the current plant to the Joint Facilities for a value for the purposes of
this Agreement of $800,000 and the plant site and easements for the value paid to
acquire the same in condemnation of $200,000. GC shall pay to FS $154,970 and
WPW $178,370 as payment for its initial Legal Interest in the Initial Joint
Facilities which interest shall become effective upon completion of the Joint
Facilities. Payment shall be made in two equal installments. The first installment
shall be paid upon the recording of the deed reflecting GC's Legal Interest in the
Existing Facilities. The second installment shall be made on or before the date of
substantial completion of the Initial Joint Facilities. No interest shall accrue on
the second installment. This total payment of $333,340 shall be used to calculate
GC's Legal Interest upon the completion of the Initial Joint Facilities under
Exhibit 4. It is agreed by all Districts that GC is acquiring legal title only and not
any rights to capacity in the existing facility. These reserved capacities will be
recalculated and transferred to GC when the Initial Joint Facilities become
operational.
B. Cost of and Reserved Capacity in Initial and Ultimate Joint Facilities
3.5 Initial and Ultimate Joint Plant Ownership, Reserved Sewer Capacity and
Ultimate Reserve Sewer Capacity. The Legal Interest after construction of the
initial expansion, the Reserved Sewer Capacity in the initial expansion and the
Ultimate Reserve Sewer Capacity in the master planned plant facility are reflected
in Exhibit 3.I.
3.5.1 Payment Obligations. Each District shall contribute an amount equal to
its change in equity in the plant before and after the initial 2.7 mgd
expansion. Such contribution shall be calculated as follows:
3.5.1.1 Legal Interest After Project Completion. The amount of Legal
Interest each District shall have in the Joint Plant after completion
is calculated by multiplying each District's Reserved Sewer
Capacity in the initial Joint Plant by the total value of the Joint
SM Plant after completion. For illustration purposes the total value of
the Joint Plant is projected to be $9,900,000 ($8,900,000 estimated
for the Project Costs plus $1,000,000 for the agreed upon value of
the existing facilities), as demonstrated in Exhibit 4.A.2(b). The
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actual Project Costs will be substituted for the estimated Project
Costs.
3.5.1.2 Legal Interest Prior to Completion. FS and WPW have a Legal
Interest in the existing plant as set forth in Exhibit 4.A.2(a). .
3.5.1.3 Cost Allocation. The costs shall be allocated to each District by
subtracting the dollar amount of each District's Legal Interest prior
to completion from the dollar amount of the each District's Legal
Interest in the project after completion as set forth in Exhibit
4.B.2(c).
3.5.1.4 Billing and Payment for Proiect Costs. The Manager shall bill
regularly for Project Costs to each. District and payment is due
upon receipt of the billing. Payment shall be made to the Joint
Project Cost Account.
3.6 Initial Joint Trunk Lines. The Legal Interest after construction of the Initial
Joint Facilities, the Reserved Sewer Capacity therein and the Ultimate Reserve
Sewer Capacity in the master planned trunk lines are reflected in Exhibit 3.11.
3.7 Adiustment to Costs. The parties acknowledge that the payment obligations for
the initial Joint Plant and Joint Trunk Lines set forth above are initial estimates
only and will be adjusted to reflect actual Project Costs.
3.8 Depreciation. Each District shall depreciate the treatment facilities at the rate of
two and one-half percent (2'/2%) per year, and one and one quarter percent
(1.25%) per year for Joint Trunk Lines.
C. Expansion of Joint Facilities
3.9 Ultimate Reserve Sewer Capacity. The Joint Facilities may be expanded to the
maximum Ultimate Reserve Sewer Capacity under the Joint Plant Master Plan
governing the expansion of the Joint Facilities. The master planned Ultimate
Reserve Sewer Capacities at the time of signing this Agreement are set forth in
Exhibit 3.
SECTION 4. OPERATION AND MAINTENANCE OF JOINT FACILITIES AND
COST ALLOCATIONS
A. Joint Facilities Manager ("Manager")
4.1 Joint Facilities Manager ("Manager"). FS shall be designated the initial
Manager for the operations and maintenance of the Joint Facilities. For every
action that may be reviewed by the JFOC in accordance with the terms of this
Agreement, the Manager shall submit a preliminary proposal (identified as
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"preliminary" on the first page of the proposal) to the JFOC for its review and
comment at least 30 days prior to submission of the final proposal (identified as
"final" on the first page of the proposal) for approval by the JFOC. The Manager
shall consider the comments of the JFOC to the preliminary proposal in its
preparation of the final proposal. The Manager shall:
4.1.1 Operating Superintendent. Appoint an Operating Superintendent to
supervise to perform the responsibilities described in Section 4.1) of this
Agreement. The Operating Superintendent shall have a valid current
license of the type required by the Joint Plant Discharge Permit. The
JFOC shall be consulted prior to the final selection of the Operating
Superintendent and the Manager shall consider the JFOC's comments
prior to final selection. After consideration of any objections the Manager
shall make the selection. The Operating Superintendent shall be an
employee of the Manager and shall have the responsibilities set forth
below. The initial Operating Superintendent shall be Joe Fuqua.
4.1.2 Annual Operations and Maintenance Budget. Receive and review the
Annual Operations and Maintenance Budget submitted by the Operating
Superintendent. The Manager shall provide a copy of the Budget to the
JFOC sufficiently in advance of the time necessary to permit the
individual. Districts to include the Annual Operations and Maintenance
Budget, after action by the JFOC in each District's own budget. The
Manager shall follow the procedures for JFOC budget approval outlined in
Section 4.7.2.
4.1.3 Capital Construction. Work in conjunction with the JFOC or its
Subcommittee to monitor the course of construction on capital contracts
issued for the Joint Facilities.
4.1.4 Rules and Regulations and EQRs.
4.1.4.1 Rules and Regulations. Propose Rules and Regulations to govern
the operation and maintenance of the Joint Facilities, including
Rules and Regulations relating to the availability of service from,
the connection with, the use of, the disconnection from, infiltration
in, prohibited discharge to and industrial wastes. The Rules and
Regulations may be amended from time to time and must be
approved by the other participating Districts through the JFOC as
described in Section 4.7.5.
4.1.4.2 Characteristics of EQRs. Amend the EQR schedules from time
to time as historic use data are obtained. The characteristics
defining an EQR shall be the average wastewater use
characteristics of a single-family home. The EQR schedules as
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initially established are set forth in Exhibit 6 attached hereto and
may be amended from time to time as described in Section 4.7.5.
4.1.4.3 Discharge Permit. FS, WPW and GC agree to obtain a joint
discharge permit for the Initial Joint Facilities and later Expanded
Facilities. The Manager shall operate the Initial Joint Facilities and
Joint Facilities consistent with the discharge permit. All parties
listed on the discharge permit agree to be responsible for their
prorata share of any fees, fines, or other costs resulting from the
discharge permit obligations. Prorata share shall be defined as
each District's proportional share of Connected EQRs.
4.1.5 Joint Accounts. The Manager shall follow Generally Accepted
Accounting Principles in accounting for all costs of the Joint Facilities. At
a minimum, the accounting system for the Joint Facilities Costs shall
provide that costs be recorded into the following cost categories:
4 4.1.6 Operations and Maintenance.
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4.1.6.1 Fees. The Manager will set Operations and Maintenance basic
fees based on Connected EQRs. Fees for each category shall be
established during the Joint Facilities budget process. In addition
to the basic fee, an excess fee for processing costs due to excess
infiltration, any material change in raw wastewater temperature or
any material increase in wastewater strength shall be charged to
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a. Joint Plant, including site and the existing WPW and the
new GC metering stations.
1. Operations and Maintenance
2. Capital Projects
3. Capital Replacements
b. Joint Trunk A.
1. Operations and Maintenance
2. Capital Projects
3. Capital Replacements
C. Joint Trunk B.
1. Operations and Maintenance
2. Capital Projects
3. Capital Replacements
d. Joint Trunk C.
1. Operations and Maintenance
2. Capital Projects
3. Capital Replacements
4 4.1.6 Operations and Maintenance.
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4.1.6.1 Fees. The Manager will set Operations and Maintenance basic
fees based on Connected EQRs. Fees for each category shall be
established during the Joint Facilities budget process. In addition
to the basic fee, an excess fee for processing costs due to excess
infiltration, any material change in raw wastewater temperature or
any material increase in wastewater strength shall be charged to
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each District in proportion to the amount attributable to such
District. The fees shall be allocated to each District as set forth in
Section 4.9.
4.1.6.2 Operations and Maintenance Reserve Fund. The Manager shall
establish, accumulate and maintain an Operations and
Maintenance Reserve Fund. Such reserves shall be accumulated
by regular monthly charges and shall be adequate for the payment
of three months' Operations and Maintenance Costs. The initial
contributions to the fund shall be made over a three-year period
from the date of the first joint billing of Operations and
Maintenance Costs.
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4.1.6.3 Plant Capacity Evaluation. The parties agree to evaluate the
useable capacity in the plant five years after the initial date the
plant begins operations or at any point in time when any District
reaches 80% of its Reserved Sewer Capacity. The process shall
involve the Manager and the JFOC whom together shall evaluate
and consider whether Operations and Maintenance fees and/or
plant capacity should be adjusted to account for seasonal variations
in the strength of wastewater and flow delivered to the Joint
Facility in addition to Connected EQRs. To facilitate this analysis,
the parties agree that the Manager shall maintain such records as
will allow them to determine the seasonal variations in the strength
of wastewater and flow contributed to the Joint Facility by each of
the Districts as well as the fixed and variable costs of operating the
Joint Facility. Each of the Districts agrees to conduct an EQR
analysis with their respective District to determine as accurately as
possible the actual gallons of wastewater and flow generated on a
per EQR basis. The parties further agree to evaluate and consider
the most accurate and fair manner in which each District shall
determine if an expansion of the Joint Facility is necessary to
provide wastewater treatment to its service area, including without
limitation the ratio of Connected EQRs then in use to Reserved
EQRs and the percentage of Reserved Sewer Capacity then in use
by the District considering expansion. The Manager and the JFOC
shall utilize the Joint Facilities Engineer to assist in this evaluation.
Within one year of the date of this Agreement and, thereafter,
when any District reaches 80% of its Reserved Sewer Capacity,
the Manager shall contract with an independent engineer to
conduct an independent analysis of Connected EQRs in each
District and shall report the findings to the JFOC. The JFOC may
direct the Manager to contract for additional independent audits at
any time.
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4.1.7 Capital Replacements.
4.1.7.1 Fees. A Capital Replacement Reserve shall be accumulated by
regular monthly fees in an amount equal to 1/12`h of the amounts
identified for capital replacements in the Capital Replacement
Reserve Study prepared annually pursuant to Section 4.1.7.3.
Capital Replacement Costs are allocated to each District based
upon that District's Reserved Sewer Capacity in the Joint
Facilities.
4.1.7.2 Capital Replacement Reserve Fund. The Manager shall
accumulate and maintain a reasonable reserve for the current
Reserved Sewer Capacity Capital Replacements. All funds
accumulated for reserves shall be kept in a separate bank account,
segregated from the general operating funds. Separate sub
accounts will be maintained detailing each District's accumulated
contributions and annually interest will be apportioned to each
District's balance in the account.
The Manager shall prepare the initial Capital Replacement Reserve
Study as set forth below which shall be completed to coincide with
the date the Joint Plant becomes operational. The Capital
Replacement Reserve Study shall be prepared annually thereafter.
The balance of the Capital Replacement Reserve Fund shall be
determined by the JFOC for the respective Joint Facility for which
such account is maintained. The Manager shall determine
expenditures from the reserve funds subject to the approval of the
JFOC for any expenditure greater that $50,000, increased annually
by CPI. If reserves are inadequate for any reason, including
nonpayment by any District, the Manager may levy a further
assessment, which will be a charge against each District in
proportion to their respective Reserved Sewer Capacity on the date
of assessment. Such special assessments are due when the billing
in which it is included is due. The Manager shall serve notice of
any such further assessments on all Districts by a statement in
writing giving the amount and reasons therefore, and such further
assessments shall, unless otherwise specified in the notice, become
effective with the next monthly billing
4.1.7.3 Capital Replacement Reserve Study. The Manager shall prepare
a study of the Capital Replacement Reserve Account requirements.
The cost of the study shall be considered part of the operating
expenses of the Joint Facilities. The study required by this section
at a minimum shall include:
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d. Annual Contribution. An estimate of the total annual
contribution necessary to defray the cost to replace or
restore each component during and at the end of its useful
life, after subtracting total reserve funds as of the date of
the study.
4.1.7.4 Inclusion in Legal Interest Calculations. It is understood by FS,
GC, and WPW that depositing funds into these reserves will affect
the recurring calculation of each District's Legal Interest in the
Joint Facilities at the time they are expended. When expended the
Legal Interests shall be adjusted as described in Exhibit 4 as if
there had been a Joint Facility expansion.
4.1.8 Monthly Billing. The Manager shall bill for the Operations and
Maintenance fees described in Section 4.1.6.1 and the Capital
Replacement fees described in Section 4.1.7.1 monthly. Payments shall be
due upon receipt of the bill. Billing statements shall reflect a charge for
operations and maintenance and capital replacement for each facility. If
payment is not made within 30 days of receipt of the bill the Manager
shall charge 1% per month on the unpaid balance. Joint Facility costs
shall be billed to each District on a monthly basis once the Joint Plant is
operational.
4.1.9 Liens and Encumbrances. The Manager shall keep the Joint Facilities
and related assets free and clear of all liens and encumbrances.
4.1.10 Ultimate Users. The Manager shall have no obligation to bill or collect
fees from any ultimate user of wastewater services.
4.1.11 Fees in Respective Service Areas. Nothing in this Agreement shall
preclude a District from assessing any fees for service in its respective
service area additional to the fees assessed by the Manager.
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a. Anticipated Maintenance and Replacements.
Identification of the major components which the Districts
are obliged to repair, replace, restore or maintain, which as
of the date of the study have a remaining useful life of less
than 30 years;
b. Useful Life. Identification of the probable remaining
useful life of those components of the Joint Facilities
anticipated to be replaced or restored;
C. Cost Estimate. An estimate of the cost of replacement or
restoration of each component identified during and at the
end of its useful life; and
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d. Annual Contribution. An estimate of the total annual
contribution necessary to defray the cost to replace or
restore each component during and at the end of its useful
life, after subtracting total reserve funds as of the date of
the study.
4.1.7.4 Inclusion in Legal Interest Calculations. It is understood by FS,
GC, and WPW that depositing funds into these reserves will affect
the recurring calculation of each District's Legal Interest in the
Joint Facilities at the time they are expended. When expended the
Legal Interests shall be adjusted as described in Exhibit 4 as if
there had been a Joint Facility expansion.
4.1.8 Monthly Billing. The Manager shall bill for the Operations and
Maintenance fees described in Section 4.1.6.1 and the Capital
Replacement fees described in Section 4.1.7.1 monthly. Payments shall be
due upon receipt of the bill. Billing statements shall reflect a charge for
operations and maintenance and capital replacement for each facility. If
payment is not made within 30 days of receipt of the bill the Manager
shall charge 1% per month on the unpaid balance. Joint Facility costs
shall be billed to each District on a monthly basis once the Joint Plant is
operational.
4.1.9 Liens and Encumbrances. The Manager shall keep the Joint Facilities
and related assets free and clear of all liens and encumbrances.
4.1.10 Ultimate Users. The Manager shall have no obligation to bill or collect
fees from any ultimate user of wastewater services.
4.1.11 Fees in Respective Service Areas. Nothing in this Agreement shall
preclude a District from assessing any fees for service in its respective
service area additional to the fees assessed by the Manager.
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4.1.12 Infiltration. The Manager shall keep the JFOC informed on a regular
basis regarding infiltration levels.
4.1.13 Bonding. The Manager shall be bonded. The amount of the bond shall be
reviewed and set annually by the JFOC. The cost of bonding shall be
included in the operating budget.
4.1.14 Permits and Taxes. Make or arrange for all payments required by
permits, contracts and other Agreements related to operating the Joint
Facilities and pay all taxes, assessments and like charges affecting
operations of the Joint Facilities.
4.1.15 Financial Records. Keep and maintain all required accounting and
financial records necessary or incident to operating the Joint Facilities in
accordance with customary procedures in the field of wastewater
treatment. Each of the Districts shall further have the right, at any time
during regular business hours, to review and inspect the accounting,
financial and billing records maintained by the Manager or the Operating
Superintendent.
4.1.16 Insurance. Obtain and maintain insurance customarily maintained by
similar public utilities, which insurance shall identify all the Districts as
insureds and shall be in an amount, as determined by the Districts,
sufficient to reimburse the Districts for all damages and costs incurred by
them in the event of negligent and, if possible, intentional malfeasance of
the operator. The obtaining or maintaining of insurance shall not be
construed to waive or otherwise impact the governmental immunity on
any District.
4.1.17 Emergency Repairs. The Manager may cause to be made those repairs
deemed to be necessary by him, the cause of which materially threatens
the operations of the Joint Facilities. In the event such an emergency
repair arises, the Manager shall have the authority to hire a contractor(s) to
make emergency repairs or acquire needed parts, materials, and equipment
to restore the Joint Facilities to operational condition. The Manager shall
advise the Districts of the emergency repairs within 7 business days of the
emergency.
4.1.18 Reserved Sewer Capacity Reporting. Advise a District if that District is
approaching 80% of its Reserved Sewer Capacity.
4.1.19 Billing. Perform all tasks necessary to compile, issue and track the billing
for all Districts with connected EQRs on a monthly basis for the fees set
forth in Section 4.1.8 above.
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B. Districts' Obligations
4.2 Extension of Services. Each District may extend sewer services to customers or
users within or without its own corporate boundaries as presently existing or
hereinafter constituted, without approval of the other Districts; provided,
however, that no such extension of services is permitted unless such District has
the necessary excess Reserved Sewer Capacity to provide those customers or
users service.
4.3 Existing Capacities. No District shall have the right to utilize, in any manner,
the proprietary capacity of another District without the written consent and
Agreement of the District which owns such capacity.
4.4 Ouarterly Reporting of EORs. Each District shall quarterly report to the others
the number of EQRs it has sold during the preceding quarter under the terms of
this Agreement, including Pre -sold EQRs. Additionally the Manager shall on a
tri -annual basis require the Joint Facilities auditor to audit the EQR accounts of
each District and each District shall cooperate with the auditor. Each District may
review the EQR calculations of the other Districts.
ate at any meeting of the
4.5 Rules and Regulations. Each District shall establish and enforce Rules and
Regulations concerning the use of the system by its customers or users that reflect
the Rules and Regulations established by the Manager under Section 4.1.4 above
and are consistent with the rules and regulations of any and all state and federal
agencies having jurisdiction over their operations.
C. Joint Facilities Oversight Committee
4.6 Establishment of Joint Facilities Oversight Committee.
4.6.1 Creation. There is hereby created and established the Joint Facilities
Oversight Committee (`JFOC").
4.6.2 General Purpose. The JFOC shall be established as an oversight
committee to represent the three Districts generally for the purposes of
constructing, expanding, operating, managing and maintaining the Joint
Facilities for the benefit of the Districts, and communicating with the Joint
Facilities Manager.
4.6.3 Composition and Ouorum The JFOC shall be composed of nine
Members. Three Members shall be appointed by each of FS, WPW and
GC. Each Member shall serve on the JFOC at the pleasure of his / her
appointing District. Each Member shall have one vote on all matters to
come before the JFOC. The names of the initial Members are set forth in
the attached Exhibit 7. Each District may permit any member of its Board
not appointed to the JFOC to act as an altern
ate at any meeting of the
JFOC. All official business of the JFOC shall be conducted only during
such regular or special meetings at which at least six of the nine members
are present. Proxies are not permitted. Attendance is required to vote on
any issue. If a quorum is not present at any meeting the members present
shall continue the meeting to a date and time certain not longer that 15
days from the original meeting.
4.6.4 Compensation. Members shall or shall not receive compensation for
their services as determined by the individual District appointing such
member.
4.6.5 Meetings
4.6.5.1 Regular Meetings. Regular meetings of the JFOC shall occur not
less than semiannually, at a specific time and place to be
determined by the JFOC with such notice as required by Section
32-1-903 of the Colorado Revised Statutes as now enacted or as
hereafter reenacted or amended.
4.6.5.2 Special Meetings. Any District may call special meetings of the
JFOC at any time, and it shall thereupon be the duty of such
District to cause notice of such meetings to be given as hereinafter
provided. The District calling such meeting shall inform the other
Districts of the date, time, and place of such special meeting, and
the purpose for which it is called, by mailing written notice thereof
to each District, postage prepaid, at least seven (7) days prior to the
special meeting and by posting notice as provided in Section 32-1-
903(2) of the Colorado Revised Statutes as now enacted or as
hereafter reenacted or amended. Special meetings of the JFOC
shall be held at such time and place reasonably convenient to all of
the Members and shall be fixed in the Notice. Attendance of a
Member at any meeting of the JFOC shall constitute a waiver by
such Member of notice of such meeting, except when such
Member attends such meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully convened.
4.6.5.3 Votin . JFOC Members shall have one vote on all matters to
come before the JFOC. All measures voted on by the JFOC must
pass based on the table below and including a minimum of one (1)
affirmative vote from each District, except in the event that one
District fails to attend JFOC meetings duly noticed pursuant to
Sections 4.6.5.1 and 4.6.5.2 of this Agreement or a meeting
continued or rescheduled pursuant to Section 4.6.5.4. Failure to
attend a meeting called under the process identified in either
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4.6.5.1, 4.6.5.2 or 4.6.5.4 shall cause the District failing to attend
to forfeit it's right to vote on the issues at said meeting:
Members in Attendance Affirmative votes required
to pass
6 5
7 5
8 6
9 6
Failure to take affirmative action on an item after two votes in two
separate meetings shall cause the matter at question to be
considered under Section 5, Dispute Resolution.
4.6.5.4 Continuation and /or rescheduling. Regular or special meetings
may be continued to a date, time and place certain by the JFOC.
Also at the written request of any Board a regular or special
meeting shall be rescheduled to a date and time certain not longer
than 15 days from the originally scheduled meeting. Such request
must be received by the other two Boards three days prior to the
originally scheduled meeting. Only one such rescheduling shall be
granted for each District for each regular or special meeting and
the District requesting rescheduling shall be required to provide
proper notice for such rescheduled meeting according to the
procedures set forth above.
4.6.5.5 Open Meetings. Meetings of the JFOC shall comply with the
Open Meetings Law (24-6-401, et seq. of the Colorado Revised
Statutes as now enacted or as hereafter reenacted or amended).
Records of the JFOC, the Manager and the Superintendent shall be
subject to the Open Records Act (24-72-201, et seq. of the
Colorado Revised Statutes as now enacted or as hereafter
reenacted or amended).
4.6.5.6 Secretary-. The JFOC shall appoint a Secretary, who may not be a
member, to prepare minutes and to maintain the official records of
the JFOC. The Secretary shall be compensated for his or her
services.
4.7 Duties of Joint Facilities Oversight Committee. The Joint Facilities Oversight
Committee shall:
4.7.1 Appoint a Manager. The JFOC shall appoint a Manager. to manage,
direct and control the operations of the Joint Facilities and coordinate
construction of new Expansions and do all other acts reasonably necessary
It to maintain the Joint Facilities. The initial Manager shall be the Fraser
11
PAI
0
Sanitation District. The JFOC shall enter into such compensatory
arrangements with the Manager as it deems necessary. A new Manager
may be designated by the JFOC at year intervals. The old Manager shall
continue to serve until the new Manager has been selected. The Manager
may be removed prior to the expiration of such Manager's term for a
material breach of this Agreement or action constituting gross negligence
in accordance with the voting procedures set forth in Section 5.1.2.
4.7.1.1 Non District as Manager The Districts recognize that the
Managers duties specified in Section 4.A apply to the appointment of a
District as Manager and these same duties and powers may not be
applicable or appropriate in the event a non District is appointed as
Manager. If a non District is appointed to be the Manager, the Districts
agree to review the Manager's duties, amend Section 4.A to reflect
changes appropriate to appointing a non District as Manager, and to then
include those duties and powers in a separate contract with the non District
Manager.
4.7.2 Review and Approve Annual Operations and Maintenance Budilet.
The JFOC shall review and vote on the Joint Facilities Annual Operations
and Maintenance Budget, in accordance with the voting procedures set
forth in Section 4.6.5.3. If the JFOC disapproves the Budget it must notify
the Manager immediately of such disapproval. The Manager may then
consider the comments of the JFOC and resubmit an amended Budget to
the JFOC to address those comments or submit the Budget to a hearing of
all three Boards. If the Budget cannot be approved under the process set
forth in Section 4.1.2 and this Section 4.7.2, including Dispute Resolution
in Section 5.1.2, the Manager may continue to operate using the current
years Budget, plus inflation indexed to the CPI set forth in Section 1.7,
and adjustments made to reflect the increase in connected EQRs since the
last approved Budget or a six percent (6%) increase whichever is greater.
Voting shall follow the procedures set forth in 4.6.5.3.
4.7.3 Review and Approve Rates. Review and approve the Rates as submitted
to the JFOC by the Manager. The procedures for approval shall be the
same as that set forth above in Section 4.7.2. If a rate change cannot be
affirmatively approved, the rates shall remain the same.
4.7.4 Review Operating Superintendent, Joint Facilities Engineer and
Design Engineer Selection. Review and approve the selection of the
Operating Superintendent, the Joint Facilities Engineer and the Design
Engineer by the Manager. The procedures for approval of the Manager's
selection of a Joint Facilities Engineer, following completion of the Initial
Joint Facilities, and the Design Engineer shall be the same as that set forth
in Section 4.7.2.
Ci
r]
4.7.5 Review Rules and Regulations and Characteristics of EORs. Review
and approve the Rules and Regulations proposed by the Manager that
govern the Joint Facilities and the EQR schedules as amended by the
Manager. The procedures for approval shall be the same as that set forth
in Section 4.7.2
4.7.6 Review Discharge Permit Requirements. Review the requirements of
the Discharge Permit obtained for the operation of the Joint Facilities.
4.7.7 Appoint a Subcommittee to Review Capital Construction. Review and
approve contents of requests for proposals for facilities design, final
design and construction drawings, construction contracts and capital
construction reports issued by the Manager. The JFOC or its
Subcommittee shall advise the Manager within 30 days of receipt of a any
of the above of any concerns or deficiencies it finds regarding the
construction and/or supervision of construction of the Joint Facilities.
4.7.8 Audit. Contract for the preparation of an annual audit of the Joint
Facilities operations, including the Joint Accounts described above.
4.7.9 Provide Direction to the Manager. Make decisions and convey them to
the Manager on all of the above within the time frame provided in the
request for review.
D. Operating Superintendent
4.8 Operating Superintendent Responsibilities. The Joint Facilities shall be
operated and maintained by the Operating Superintendent selected by the
Manager. Under the direction of the Manager, the Operating Superintendent shall
manage, direct and control the daily operations of the Joint Facilities and do all
other acts reasonably necessary to maintain the facilities and its related assets.
The Operating Superintendent shall:
4.8.1 General Duties. Implement the decisions of the Manager, make all
expenditures necessary to carry out the directions of the Manager and
promptly advise the Manager if insufficient funds are available to
implement any such direction or program adopted by it.
4.8.2 Annual Operations and Maintenance Budget. Prepare a budget for the
reasonable and necessary revenues and expenses for the operations and
maintenance of the Joint Facilities and the Capital Replacement Costs and
submit such budget to the Manager's Board of Directors no later than
August I" of each year. The Annual Operations and Maintenance Budget
shall set forth the following:
L.
LI
■ a. Expenses. All proposed budget expenditures including reasonable
Capital Replacement Reserves and reserves for emergency
contingencies for the upcoming fiscal year;
b. Revenues. Anticipated revenues for the budget year including
t recommended fees for EQR, Excess Flow, infiltration, and
temperature and composition changes;
F -I
4.8.5 Operation of Facilities. Operate and maintain the Joint Facilities in good
working order and in accordance with all applicable industry practices and
standards. Each of the Districts shall have the right, at any time, to inspect
the Joint Facilities for any purpose.
4.8.6 Compliance. Apply for all necessary permits, licenses and approvals;
comply with applicable federal, .state and local laws and regulations,
including without limitation, such laws, regulations and permits related to
wastewater treatment, health and safety; promptly notify the Manager of
any allegations of substantial violation thereof; and prepare and file all
reports or notices required to operate the Joint Facilities.
4.8.7 Reports. Keep FS, GC and WPW apprised of all matters related to the
operation of the Joint Facilities by, at a minimum, submitting quarterly
,)a
C. Balances. Estimated beginning and ending fund balances;
d. Prior Year Actual Figures and Estimates. The corresponding
actual figures for the prior fiscal year and estimated figures
projected through the end of the current fiscal year, including
disclosure of all beginning and ending fund balances, consistent
with the basis of accounting used to prepare the budget;
e. Statement. A written budget message describing the important
features of the proposed budget, including a statement of the
budgetary basis of accounting used and a description of the
services to be delivered during the budget year; and
f. Schedules. Explanatory schedules or statements classifying the
expenditures by object and the revenues by source.
4.8.3 Record Keeping. Keep records for the Joint Facilities. These records
shall be open for inspection by the other Districts at any time during
regular business hours.
4.8.4 Purchasing. Purchase or otherwise acquire all material, supplies,
equipment, utility and transportation services required for the daily
operation of the Joint Facilities.
F -I
4.8.5 Operation of Facilities. Operate and maintain the Joint Facilities in good
working order and in accordance with all applicable industry practices and
standards. Each of the Districts shall have the right, at any time, to inspect
the Joint Facilities for any purpose.
4.8.6 Compliance. Apply for all necessary permits, licenses and approvals;
comply with applicable federal, .state and local laws and regulations,
including without limitation, such laws, regulations and permits related to
wastewater treatment, health and safety; promptly notify the Manager of
any allegations of substantial violation thereof; and prepare and file all
reports or notices required to operate the Joint Facilities.
4.8.7 Reports. Keep FS, GC and WPW apprised of all matters related to the
operation of the Joint Facilities by, at a minimum, submitting quarterly
,)a
11
reports to the Districts which include statements of expenditures and
comparisons of such expenditures to the budget, a summary of operations
of the Joint Facilities including amounts of wastewater treated, the source
thereof and discharge of treated effluent and such other reports as are
prepared by the Operating Superintendent in performance of his duties.
4.8.8 Reserved Sewer Capacity Reporting. Keep the Manager apprised of the
Reserved Sewer Capacity usage of each District on a regular basis and
advise the Manager if a District is approaching 80% of its Reserved Sewer
Capacity.
4.10 Infiltration. The Districts agree that infiltration or leakage into the Joint
Facilities must be limited to provide economical treatment and to comply with
Discharge Permits. They further agree that the infiltration and/or leakage into the
Joint Facilities shall be limited to standards as prescribed by the Joint Facilities
Engineer. Each District shall retain the right to enter upon the other's property to
inspect for infiltration.
25
4.8.9 Emergency Repairs. The Operating Superintendent may cause to be
made those repairs deemed to be necessary by him, the cause of which
materially threatens the operations of the Joint Facilities. In the event such
an emergency repair arises, the Operating Superintendent shall have the
authority to hire a contractor(s) to make emergency repairs or acquire
needed parts, materials, and equipment to restore the Joint Facilities to
operational condition. The Operating Superintendent shall make every
effort to advise the President of the Manager within 24 hours of the
emergency if possible or as soon thereafter as the President may be
reached.
4.8.10 Miscellaneous. Undertake all other activities reasonably necessary to
fulfill the foregoing.
E. Operations Cost Allocations
4.9 Allocation of O&M Costs. Operations and maintenance expenses for the Joint
Facilities shall be allocated to each of the participating Districts in proportion to
the total Connected EQRs processed by the plant and attributable to each District
plus additional processing costs due to excess infiltration, any material decrease in
raw wastewater temperature or any material increase in wastewater strength that
is attributable to any District. A flow meter installed in each Joint Trunk Line just
before the entrance to the joint interceptor will measure the flow and any Excess
Flow shall be included in the percentage of flow of the District from which it
emanates. If the flow meter fails, the Operating Superintendent in his sole
discretion shall estimate the amount of excess flow attributable to each District:
provided, however, that the Operating Superintendent shall arrange for repair or
replacement of such flow meter as soon as practicable.
4.10 Infiltration. The Districts agree that infiltration or leakage into the Joint
Facilities must be limited to provide economical treatment and to comply with
Discharge Permits. They further agree that the infiltration and/or leakage into the
Joint Facilities shall be limited to standards as prescribed by the Joint Facilities
Engineer. Each District shall retain the right to enter upon the other's property to
inspect for infiltration.
25
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Any District may request continuation or rescheduling of the meeting of
the Boards in accordance with the procedure identified in Section 4.6.5.4
above.
5.1.3 Procedure 3. If the forgoing measures do not produce an acceptable
resolution of the dispute, the matter shall be submitted to, and resolved by,
26
4.11 Prohibited Discharee. Each District shall be prohibited from discharging into the
system any gasoline, oils, greases, other toxic substances, or other contaminants
that might interfere with the treatment processes, and each agrees to prevent the
discharge of such substances by customers into the Joint Facilities.
4.12 Rules and Regulations. The standards for Sections 4.10 and 4.11 regarding
discharge into the Joint Facilities will be governed by the Rules and Regulations
adopted pursuant to Section 4.1.4.1 and Section 4.7.5 for the Joint Facilities
which Rules and Regulations shall be adopted by each District.
SECTION 5. DISPUTE RESOLUTION
5.1 Any dispute arising under this Agreement shall follow the following procedures
for resolution:
5.1.1 Procedure 1. Unless the JFOC is a party to such dispute, the parties will
first submit the dispute for consideration to the JFOC, which shall review
the matter and decide how to resolve the matter. The voting on the matter
shall be in accordance with the procedures set forth in Section 4.6.5.3.
Failure to resolve the matter after two votes in two separate meetings shall
cause the matter at question to be considered under Section 5.1.2.
Any District may request continuation or rescheduling of the meeting of
the Boards in accordance with the procedure identified in Section 4.6.5.4
above.
5.1.3 Procedure 3. If the forgoing measures do not produce an acceptable
resolution of the dispute, the matter shall be submitted to, and resolved by,
26
5.1.2 Procedure 2. The matter will be presented to a publicly noticed regular or
special meeting of all District Boards to be held not earlier than 10 days
nor later than 30 days after the matter is submitted to the Boards for
consideration. The Boards will review the matter and decide how to
resolve the matters The decision of the Joint Boards must be made by a
quorum of at least ten Board Members based on the table below and
including a minimum of two (2) affirmative votes from each District,
except in the instance when one District fails to attend the meeting.
Failure to attend a meeting shall cause the District failing to attend to
forfeit its right to vote on the issues at said meeting:
Members in Attendance Affirmative votes required to pass
10 7
11 7
12 8
13 8
14 9
15 9
Any District may request continuation or rescheduling of the meeting of
the Boards in accordance with the procedure identified in Section 4.6.5.4
above.
5.1.3 Procedure 3. If the forgoing measures do not produce an acceptable
resolution of the dispute, the matter shall be submitted to, and resolved by,
26
binding arbitration in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association ("the
AMIN
Association"), using a three-person arbitration panel. Expenses of the
arbitration, excluding attorney's fees, shall be awarded by the arbitration
panel to the party it deems to be the subsequently prevailing party. Any
award in arbitration may be. filed with the District Court in and for Grand
County and may thereafter be fully enforced as the judgment of the
District Court.
SECTION 6. INDEMNIFICATION
■ 6.1 Each of the Districts severally agrees to indemnify and hold harmless the other
Districts from and against all actions, causes of action, claims, counterclaims,
demands, liabilities, losses, damages and expenses, including costs and attorney's
fees, which may be sustained or incurred by them in connection with any action,
cause of action, claim, counterclaims or demand arising from or related to
AM
agreements entered into by any of the parties hereto to which the other Districts
are not parties.
SECTION 7. PUMPBACK, RELOCATION AND WASTEWATER
OWNERSHIP
7.1 Pumpback for Aesthetic and Related Purposes. The parties may, but shall not
be obligated to, enter into a separate Agreement or Agreements, along with the
Towns of Winter Park and Fraser, provided that the terms thereof shall be
acceptable to each of them, for the purpose of contributing or funding acquisition
of easements, providing for engineering, constructing, operating and maintaining
am
a pipeline to pumpback treated wastewater to secure stream flow for aesthetic,
recreational, and fish and wildlife preservation and propagation purposes through
the Town of Fraser if the same shall hereafter be determined by each of them to
AM
be both desirable and feasible.
7.2 Potential Purchase of Capacity. If GC constructs a new wastewater treatment
plant at an upstream location (which determination shall be made in the sole and
exclusive discretion of GC), the parties agree that, prior to any expansion of the
Joint Facilities, the District seeking expansion will determine whether it is in its
interest to purchase GC's Reserved Sewer Capacity and/or GC's Connected
Capacity in the Joint Facilities. If a decision not to purchase is reached, that
decision shall not be used by GC in any proceeding to delay or stop such an
expansion.
7.3 Indemnification. GC shall indemnify and hold FS and WPW harmless from any
claim, cause of action or liability whatsoever including costs and attorney's fees
arising out of ANY DISPUTES CONCERNING the Pump Back System. GC
shall have no obligation to indemnify another District pursuant to this section in
the event that such District initiates an action against GC concerning the Pump
Back System. This indemnity shall not be affected if a District asserts a cross-
claim or a counterclaim against GC in an action that is already initiated.
7.4 Wastewater Ownership. Each District shall retain whatever ownership,
dominion and control it has rights to over its respective wastewater and treated
wastewater prior to its discharge to the Fraser River. Execution of this Agreement
and any District's participation in this Agreement shall not be used by any party
hereto or any third -party to establish ownership, dominion or control over the
Districts' respective wastewater, treated wastewater or other return flows.
SECTION 8. TERMINATION AND DISSOLUTION.
8.1 Termination. This Agreement may be terminated upon
(1) the unanimous consent of all Districts;
(2) if the Joint Plant or other major facilities are ordered shut down
permanently by any governmental agency; or
(3) if the Joint Plant can no longer comply with governmental
regulations and cannot be used for the purposes for which it was
intended.
9.4 Effective Date. The effective date of this Agreement shall be as set forth above,
and this Agreement shall be binding upon the successors and assignees of the
parties hereto.
8.2 Distribution on Dissolution. In the event of the termination of this Agreement,
assets shall be liquidated and each District shall receive it's pro rata share based
upon its Legal Interest in the Joint Facilities at the time of dissolution.
SECTION 9. MISCELLANEOUS COVENANTS
9.1 Records. Each District shall maintain the records, accounts and audits required
by statute, and copies of such audits shall be exchanged.
9.2 Competing Systems. No District shall allow a competing private system to be
constructed within its corporate limits.
9.3 Abandonment. Upon the abandonment of any portion of the facilities of FS,
WPW or GC, the District abandoning the facilities shall retain all rights
guaranteed by the laws of the state of Colorado and shall remain liable under the
applicable laws of the state of Colorado.
9.4 Effective Date. The effective date of this Agreement shall be as set forth above,
and this Agreement shall be binding upon the successors and assignees of the
parties hereto.
L
9.5 Assignment. Assignability of this contract and any of the rights and liabilities
hereunder shall be made only after written consent of a majority of the members
of the Board of Directors of each District. This provision shall specifically
include but not be limited to any assignments of rights or responsibilities of the
Manager to any other entity. In the event of a permitted assignment, the terms
and conditions of this agreement shall be binding upon the permitted successors
and / or assigns of the respective parties.
9.6 Severability. In the event that any provision of this contract is held to be of no
effect by a Court of competent jurisdiction, such finding, order or judgment shall
not affect any other of the covenants of this contract.
9.7 Limited Rights. The parties to this contract acknowledge that this Agreement
constitutes the sole Agreement between them and that neither party is relying
upon any oral representation made by a party or an agent or officer of a party.
9.8 Obligations. All bonds, notes, or other obligations of each District either referred
to in this Agreement or to be issued by each District shall, for all purposes of this
Agreement, be the sole obligation of the District which is issuing such bonds,
notes or other obligations, and shall not in any way be deemed a debt or liability
of the other party to this Agreement.
9.9 Legality. This Agreement shall not be construed to be in violation of the laws of
71
9.14 201 Facilities Plan. In the event that the 201 Facilities Plan to be submitted to
the State for approval is not approved or is approved with terms and conditions
that make construction of the Joint Facilities impracticable, infeasible or
uneconomic, as determined by each of the Districts in its sole discretion, this
Agreement shall be voidable by each of the Districts. A District shall have 30
days from the approval of the 201 Facilities Plan to advise the remaining Districts
29
the United States or the State of Colorado, and the provisions of this Agreement
shall not be construed in any manner that will adversely affect or diminish the
bonding capacity of either FS, WPW, or GC with reference to either sewer
improvement revenue bonds or general obligation sewer bonds.
9.10 Amendment. This Agreement may be amended from time to time by written
Agreement duly authorized by unanimous Agreement of the Districts.
9.11 Paragraph Headings. The paragraph headings are inserted only for convenient
reference and do not define, limit or prescribe the scope of this Agreement.
9.12 Fiscal Year. The fiscal year for purposes of this Agreement shall be the calendar
year.
9.13 Principal Place of Business. The principal place of business of the JFOC shall be
Fraser, Colorado.
71
9.14 201 Facilities Plan. In the event that the 201 Facilities Plan to be submitted to
the State for approval is not approved or is approved with terms and conditions
that make construction of the Joint Facilities impracticable, infeasible or
uneconomic, as determined by each of the Districts in its sole discretion, this
Agreement shall be voidable by each of the Districts. A District shall have 30
days from the approval of the 201 Facilities Plan to advise the remaining Districts
29
7
it desires to declare this Agreement void. If no notification is given this
Agreement will remain in full force and effect. In the event any District declares
this Agreement void, the District shall explain all of the bases for the District's
decision. The parties shall work cooperatively to return all of the Districts to the
positions occupied by them prior to execution of this Agreement, subject to any
unconditional commitments to pay for or reimburse the other Districts for cost
incurred in connection with this Agreement or consolidation. The withdrawing
District shall also reimburse each District not withdrawing for the expenses the
Districts have incurred to the date of withdrawal for the engineering and design of
the Joint Facilities to the extent that that work is of not useable by the non -
withdrawing Districts. All aspects of this section may be submitted to dispute
resolution pursuant to Section 5 above, and this Agreement shall not be deemed
void or terminated until all such disputes have been finally resolved.
9.15 Termination Based Upon Construction Costs. In the event that all qualified
and otherwise acceptable bids for construction of the Initial Joint Facilities shall
exceed $13,000,000 this Agreement shall be voidable by each of the Districts. A
District shall have 30 days from the closing of the bidding process to advise the
remaining Districts it desires to withdraw from the consolidation efforts and to
declare this Agreement void. If no notification is given this Agreement will
remain in full force and effect. In the event any District declares this Agreement
void, the District shall explain all of the bases for the District's decision. The
MAL parties shall work cooperatively to return all of the Districts to the positions
occupied by them prior to execution of this Agreement, subject to any
unconditional commitments to pay for or reimburse the other Districts for cost
incurred in connection with this Agreement or consolidation. The withdrawing
District shall also reimburse each District not withdrawing for the expenses the
Districts have incurred to the date of withdrawal for the engineering, design and
any joint facility construction including but not limited to pipeline construction of
the Joint Facilities to the extent that that work is of not useable by the non -
withdrawing Districts. All aspects of this section may be submitted to dispute
resolution pursuant to Section 5 above, and this Agreement shall not be deemed
void or terminated until all such disputes have been finally resolved
9.16 Notice. Anytime notice is required under this Agreement whether to the parties
or to the JFOC members it may be given by depositing the same in the U.S. Mail
addressed to the address of the District or by hand delivery. Notice shall be
complete upon receipt. Each District shall be responsible for advising its Board
Members of the notice. The address of each District is set forth in the initial
paragraph of this Agreement and may be changed by providing a written request
to the Manager.
9.17 Governmental Immunity. Nothing in this Agreement shall serve as a waiver of
governmental immunity for any District.
30
in
1
FM
lk 9.18 Third Party Beneficiaries. Nothing in this Agreement shall be interpreted to
provide for or make any person or entity not a party to this Agreement a third
party beneficiary to or of this Agreement or of any District.
9.19 Annual Appropriation. Each District's rights and obligations under this
n
Agreement shall be subject to annual appropriation by the Districts' respective
Boards of Directors. In the event that a District fails to appropriate funds as
required by this Agreement or as necessary to fulfill is obligations hereunder, any
other District may seek relief, at law or in equity as appropriate, in the District
Court in and for Grand County, including without limitation discontinuation of
wastewater treatment services to the District failing to appropriate funds.
9.20 Attorneys' Fees. The JFOC shall not authorize or institute litigation. In any
litigation between or among the Districts, each District shall pay its own
attorneys' fees. The Manager shall be reimbursed for its attorneys' fees as a
normal operating expense under this Agreement in any action in which it prevails.
THE REMAINDER OF THIS PAGE HAS BEEN
LEFT BLANK INTENTIONALLY
31
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective this day of 2001.
Attest:
ACU
Secretary Drew Matteson
WINTER PARK WEST WATER & SANITATION DISTRICT
BY:
Presifdejnjt o�ln Westerlund
A
Ingle
GRAND CO>Y WATER
DISTRICT-# -,
BY
President Robert olf
Attest:
Secretary Chris
SANITATION
n
D
n
1-1
Ste urnrall
6ennis Soles
Atwater
J e Brownson
33
Michael A. La Porte
Yn Cordell
Ross aldwell
Gary Cooper ff
Vince Turner
Bruce Hutchinsaw
4
t
r
L
Exhibits:
1 Drawing and Map of Joint Facilities and Joint Lines
2 Joint Plant Master Plan
3 Capacity Reservations in Consolidated Wastewater Facilities
4 Illustration of Plant Capital Cost Allocations
5 Illustration of Joint Trunk Lines
6 Flat Rate/Equivalent Residential Unit Schedule for Joint Facilities
7 Names of members and Alternates to the Joint Facilities Oversight
Committee
-
EXHIBIT 1
MAP OF JOINT FACILITIES =
AND
JOINT LINES
r
ON
R
OOLO'OQi'C00 rf •09s0'O9Y'COC 'Bd
sza0a o0uolo•J �'I
3 OOd o7PrB 'moi P�� l OE92Y
lT OOT = gauT Z
i LMA m
00l os 0 00l
STVOS OIHdd2IO
/ (dn)ave sly sazlDQTS
_...
_ = %ice gra rw anuwl i "'sve
ol¢s nen _ T
(
arm kLs3doad
riouvzrn►noa
N►o-d
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37naory
Exhibit 3
CAPACITY RESERVATIONS
IN
CONSOLIDATED WASTEWATER FACILITIES
The following are agreed upon reservation shares in the Joint Facilities. Reservations are in
terms of Equivalent Residential Units (EQRs).
Unless subsequently revised, an EQR represents a flow rate of 270 gallons per day (average rate,
maximum day). The Initial Reserved Capacity is for capacity to be constructed during the initial
project (completion scheduled before December 31, 2003). The Ultimate Reserve Capacity
provides the right to expand facilities to a maximum capacity under the terms of this Agreement.
It is noted that new trunk sewers are generally sized at predicted ultimate capacity.
I. Wastewater Treatment Plant
Initial Reserve Capacity - EOR Ultimate Reserve Sewer Capacity - EOR
GC
3155 (1.0 MGD)*
10,000
WPW
2,467 (.782 MGD)**
2,800
FS
2,896 (.918 MGD)***
5,600
Totals
8,518 (2.7 MGD)
18,400
* Includes allowance for 148,150 gpd infiltration
** Includes allowance for 115,850 gpd infiltration
*** Includes allowance for 136,000 gpd infiltration
II. Joint Trunk Lines
Initial Reserve Capacity Ultimate Reserved Sewer Capacit;
(EQR) (EQR)
Trunk Line A
GC 10,000 10,000
WPW 0 0
FS 1,200 1,200
Totals 11,200 11,200
Trunk Line B
GC 10,000 10,000
WPW 0 0
FS 5,200 5,200
Totals 15,200 15,200
Trunk Line C
GC —
10,000
WPW 2,500
2,800
FS 2,896
5,600
Totals 5,396
18,400
Exhibit 4
WASTEWATER TREATMENT PLANT
ILLUSTRATION OF PLANT CAPITAL COST ALLOCATIONS
Exhibits 4 and 5 illustrate the capital cost allocation formula and how that formula
operates for the Joint Plant Capital Cost Allocations, for initial and future expansions, and Joint
Trunk Cost Allocations, for initial and upon addition, replacement or expansion. The references
to the CPI shall refer to the Denver -Boulder -Greeley, Colorado metropolitan area Consumer
Price Index for All Urban Consumers. The CPI for capital projects shall be the value at the time
of contract award.
A. INITIAL JOINT FACILITIES
1. ASSUME — FOR 2.7 MGD INITIAL PLANT EXPANSION
a. Existing Plant:
CPI*, April 1, 2002 (time of contract award) =185.0
Facilities Formula Value = $1,150,000
Plant Site Value = $250,000
* converted to 1982-1984 = 100 base
Note: Per Agreement between the three entities, the plant value is as follows:
Plant Site: $200,000
Existing Facilities: $800,000
Total $1,000,000
b. Reserved Capacity of Existing Plant:
WPW = 53.51%
FS = 46.49%
GC = 00.00%
C. Project Cost of New 2.7 MGD Plant = $8,900,000
d. Reserved Capacity of Expanded Plant:
WPW 28.89% (.78 MGD)
FS 34.07% (.92 MGD)
GC 37.04% (1.0 MGD)
2. CALCULATE COST ALLOCATIONS
a. Existing Plant Equities (per this•Agreement – rounded to $100 increments)
FS Equity
= $333,300
WPW Equity
= $333,300
GC Equity
= $333,400
b. Determine Equities After Project Completion
Then total value of plant = $8,900,000 + $1,000,000 = $9,900,000
FS Equity =
.92/2.7 x $9,900,000
= $3,373,333
WPW Equity =
.78/2.7 x $9,900,000
= $2,860,000
GC Equity =
1.0/2.7 x $9,900,000
= $3,666,667
Total Plant Value
$9,900,000
C. Allocate Costs
FS Cost =
3,373,333 - 333,300
= $3,040,033
WPW Cost =
2,860,000 - 333,300
= $2,526,700
GC Cost =
3,666,667 - 333,400
= $3.,333,267
Total Cost, This Project
= $8,900,000
B. EXPANSION
1. ASSUME — PLANT EXPANSION TO 3.7 MGD IN YEAR 2013
a. CPI = April 2013 = 261
b. Project Cost for Expansion to 3.7 MGD = $4,500,000
C. Reserved Capacity of Expanded Plant:
WPW = 21.08% (.78 MGD)
FS = 37.84% (1.40 MGD)
GC = 41.08% (1.52 MGD)
d. During 10 -year period, the Capital Replacement Reserve Account has
accumulated to an amount of $1,100,000. Assume decision is to use $500,000 of
this account for the expansion, retaining $600,000 in the account.
2. CALCULATE COST ALLOCATIONS
a. Determine Existing Plant Equities
Site Value = 200,000 x 261/185
= $282,160
Facilities Value = 9,900,000 x 261/185
x .75*
_ $10,475,190
Capital Reserve Fund
= $1,100,000
Total
= $11,857,350
* Depreciation Factor
WPW Equity = .2889
= $3,425,589
FS Equity = .3407
= $4,039,799
GC Equity = .3704
= $4,391,962
Total
= $11,857,350
b. Determine Equities After Completion
Value of Plant After Project = 11,857,350 + 4,500,000
— 500,000 = $15,857,350
WPW Equity = 21.08%
_ $3,342,729
FS Equity = 37.84%
_ $6,000,421
GC Equity = 41.08%
_ $6,514,200
Total
= 15,857,350
C. Allocate Costs
WPW = 3,342,729 — 3,425,589
FS = 6,000,421— 4,039,799
= -($82,860)
= $1,960,622
GC = 6,514,200 — 4,391,962
= $2,122,238
Total
= $4,000,000
EXHIBIT 5
ILLUSTRATION OF JOINT TRUNK LINE
COST ALLOCATIONS
A. INITIAL JOINT TRUNK LINES
1. ASSUME — FOR INITIAL CONSTRUCTION OF SEGMENT B
a. Existing Facility:
CPI, July 2001 = 181.0
Existing Facility Value = 0
b. Reserved Capacity of Existing:
N.A.
C. Project Cost of New Trunk = $800,000
d. Reserved Capacity of New Trunk:
FS = 5,200 EQR = 34.21%
GC = 10,000 EQR = 65.79%
WPW = 0 EQR = 00.00%
2. CALCULATE COST ALLOCATIONS
Initial Cost for Segment B based on incremental cost (per cost sharing agreement):
WPW = $0
FS (fixed) _ $279,069
GC (variable) _ $520,931
Total = $800,000
Calculate Equity
FS = 34.21% _ $273,680
GC = 65.79% _ $526,320
$800,000
B. UPGRADE OF SEGEMENT B IN YEAR 2041
1. ASSUME
a. Existing Sewer Values:
CPI, June 2041 = 300
Depreciation Rate = 1.25%/yr
Facility Value = $800,000 x 300/181 x 0.50 = $662,983
b. Reserved Capacity Existing Line:
FS = 34.21%
GC = 65.79%
WPW 0%
d. Project Cost:
Project consists of Rehabilitation of Manholes at cost of $200,000.
d. Reserved Capacity After Project:
No change
e. Capital Reserve Fund:
A capital reserve fund has been established, having a total value (with interest) of
$150,000. It has been determined that this fund will be applied to the project.
2. CALCULATE COST ALLOCATIONS
a. Determine Existing Equities
FS Equity = .3421 x 812,983 = $278,121
GC Equity = .6579 x 812,983 = $534,862
Total (Existing Trunk & Reserve Fund) _ $812,983
b. Determine Equities After Completion
Total Value of Segment B = 662,983 + $200,000 = $862,983
FS Equity = .3421 x 862,983 = $295,226
GC Equity = .6579 x 862,983 = $567,757
Total = $862,983.
C.
c
r
Allocate Costs
FS Cost
GC Cost
= 295,226 — 278,121
= 567,757 — 534,862
_ $17,105
$32,895
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Exhibit 6
FLAT RATEXQUIVALENT RESIDENTIAL UNIT SCHEDULE
FOR
JOINT FACILITIES
GENERAL NOTES
At this time, an EQR is considered to represent a maximum day load of 270 gallons and 0.6 lbs
BODS.
Each customer shall be assigned a total EQR based on its use classification(s) in accordance with
the following schedule.
Class EQR
of User Value
A. RESIDENTIAL CLASSIFICATIONS
1. Single Family Residential Units (per unit) 1.0
Single family homes, individually billed mobile homes, mobile homes
on single lot, and mobile homes established as permanent residences;
having not more than 3 bedrooms or 3 bathrooms per unit.
Note: Rental privileges of all kinds are not included in this value. Only
1 kitchen is permitted; if a residence has more than 1 kitchen,
then additional EQR values should be assigned in accordance
with multi -family residential units.
Additional for each additional bedroom. 0.2
2. Multi -Family Residential Units
Apartments, duplexes, condominiums, townhouses, and similar facilities
in the same complex, small cabins in court not associated with motels;
all units intended for long-term rental.
Note: Excludes more than one kitchen per unit; swimming pools are
additive.
a. 4 or more bedroom unit (per unit) 1.2
b. 3 bedroom unit (per unit) 1.0
• units having not more than two bed spaces (per rental unit) 0.35
• units having more than two bed spaces (per rental unit) 0.45
d. Mobile home parks (per each available space) 0.8
e. Dormitories (per each rental bed space) 0.1
f. Add for laundry facilities (or available hookup) in billing unit 0.5
complex, per machine
B. COMMERICAL CLASSIFICATION
1. Restaurants and bars
Restaurants, bars, lounges, banquet rooms, and drive-ins.
a. Restaurants and bars (per 10 seats) 0.6
Class
EQR
of User
Value
C.
2 bedroom unit (per unit)
0.8
d.
Single bedroom or studio unit (per unit)
0.6
3. Transient
Residential Units
Hotels, motels, mobile home parks, dormitories, and similar facilities.
Note:
Includes laundry facilities in mobile homes. Swimming pools
and laundry facilities (except those in mobile homes) are
additive; room counts shall include rooms furnished to
employees; each complex shall have a minimum of one
manager's unit.
a.
Manager's unit (per unit)
1.0
b.
Motels, hotels, and rooming houses without kitchen facilities
•
rooms having not more than two bed spaces (per rental unit)
0.25
•
rooms having more than two bed spaces (per rental unit)
0.35
C.
Motels with kitchen facilities
• units having not more than two bed spaces (per rental unit) 0.35
• units having more than two bed spaces (per rental unit) 0.45
d. Mobile home parks (per each available space) 0.8
e. Dormitories (per each rental bed space) 0.1
f. Add for laundry facilities (or available hookup) in billing unit 0.5
complex, per machine
B. COMMERICAL CLASSIFICATION
1. Restaurants and bars
Restaurants, bars, lounges, banquet rooms, and drive-ins.
a. Restaurants and bars (per 10 seats) 0.6
• per fueling station (1 set of nozzles) 0.3
• add for each bay/rack where cars can be washed 1.5
e. Non -retail work area such as garages, machine shops, and 0.5
warehouses (per 1,000 sq. ft.)
f. Process water from commercial establishments discharged to the 3.5
collection system shall be evaluated based on the metered water
inflow (per 1,000 gpd, maximum day)
Class
EQR
of User
Value
b.
Banquet rooms (per 10 seats)
0.3
C.
Drive-ins (per car stall)
0.2
d.
Drive up windows (per sales window)
2.0
2. Commercial
Buildings
Office
buildings, retail sales buildings, multiple use buildings,
laundromats, service stations, shops, garages, and similar facilities.
a.
Offices and office buildings
0.6
(per 1,000 sq. ft. of gross occupied area)
b.
Retail sales area
0.3
(per 1,000 sq. ft. of gross sales and display area)
C.
Laundromats
1.2
(per washing machine or available hook-up)
Note:
This category does not include commercial laundries.
d.
Service stations
• per fueling station (1 set of nozzles) 0.3
• add for each bay/rack where cars can be washed 1.5
e. Non -retail work area such as garages, machine shops, and 0.5
warehouses (per 1,000 sq. ft.)
f. Process water from commercial establishments discharged to the 3.5
collection system shall be evaluated based on the metered water
inflow (per 1,000 gpd, maximum day)
Note: The District may re-evaluate the EQR of the discharger should
the impact of the discharge exceed the equivalent of the single
family residential unit. Should sewage strength exceed 330 mg/1
of BODS or SS, additional charges will be computed for strength
exceeding these values. In cases where there is batch discharge
of process water, the Authority may require the discharger to
obtain approval by the plant operator of the time and rate of
discharge.
C. CHURCH AND SCHOOL CLASSIFICATIONS
1. Churches (per 100 seats)
Notes: Rectories or other living areas are additive.
2. Schools
Day care centers, public and private day schools
Notes: Include teachers, librarians, custodians, and administrative
personnel associated with the school function; administrative
centers, warehouses, equipment (such as buses), repair and/or
storage centers, swimming pools, and similar facilities are
additive.
a. Without gym and without cafeteria (per 50 students)
b. Without gym and with cafeteria or with gym and without
cafeteria (per 50 students)
C. With gym and with cafeteria (per 50 students)
D. MISCELLANEOUS CLASSIFICATIONS
1. Swimming pools
Swimming pools and wading areas
Note: A permanent sign must be placed prominently at all pool filter
installations stating that pools are not to be drained without
permission from the STP operator, that pool drainage rates will
be subject to approval of the STP operator, and that draining
shall be limited to the hours between 11 P.M. and 6 A.M. the
next day.
1.0
1.4
1.75
2.0
a. Private pools associated with single family residential units (per
4,000 gallons of pool volume).
b. Pools associated with multi -family and transient residential units
(per 40,000 gallons of pool volume)
C. Commercial and public pools. Total EQR to be computed from
pool volume and per capita capacity as follows:
• First 40,000 gallons of pool volume
• Each additional 40,000 gallon capacity
2. Recreational vehicle waste disposal stations
Service stations and other commercial dump facilities
Note: Plant operator will have the authority to deny disposal at the
dump station should the waste receiver be full, or if the waste
being dumped will cause plant operation problems.
3. Septic waste and other batch waste disposal.
The Authority shall establish a per dump charge for operation and
maintenance purposes. Dumps shall only occur at the treatment plant.
The preceding note shall apply.
4. Medical Hospital
Note: Includes staff and administrative personnel associated with the
hospital function.
• _ per bed
5. Public Restrooms (per toilet or urinal)
E. EXTRA FLOW
Extra flow is defined as excess water admitted to the sewer system,
generally in the form of inflow, infiltration or bleeding water. The
Extra Flow classification applies to basically non -contaminated waters.
All customers and both entities shall minimize extra flow to the extent
practical. For each EQR connected, it shall be assumed that the
allowable flow quantity is 300 gallons per day. Flows in excess of this
are termed `Extra Flow." Per 1,000 gpd EF = 3.5 EQR.
0
I
0.5
1.0
1.05
0.75
5.0
1 ./
0.20
0
C
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C
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C
n
a
6
F. OTHER CLASSIFICATIONS
The JFOC shall evaluate and establish rates for all users not identified in
Classifications A, B, C, and D as set forth in Section 4.7.5 of the Joint
Agreement. The JFOC will establish charges for industrial waste
according to Section 4.7.5 of the Agreement, with the additional
requirement that industrial users comply with any existing U.S.
Environmental Protection Agency or Colorado Department of Health
standards, or any other applicable state or federal agency rules or
standards, relating to industrial waste.
Exhibit 7
MEMBERS AND ALTERNATES
TO THE
JOINT FACILITIES OVERSIGHT COMMITTEE
I. Grand County Water and Sanitation District #1
Members:
1. Robert Wolf
P.O. Box 216
Winter Park, CO 80482
2. Vince Turner
P.O. Box 1120
Winter Park, CO 80482
3. Chris Seemann
P.O. Box 3354
Winter Park, CO 80482
Alternates:
1. Randy Atwater
2. Joel Brownson
II. Winter Park
West Water and Sanitation District
Members and Alternates to be selected. Upon selection Exhibit will be amended to add
names and addresses.
III. Fraser Sanitation District
Members and Alternates to be selected. Upon selection Exhibit will be amended to add
names and addresses.
i
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