HomeMy Public PortalAboutResolution 15-04 Cooperative Operational Wastewater Treatment AgreementCITY OF MCCALL
RESOLUTION NO. 15-04
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF McCALL, VALLEY
COUNTY, STATE OF IDAHO, APPROVING THE ADOPTION OF THE COOPERATIVE
OPERATIONAL WASTEWATER TREATMENT AGREEMENT BETWEEN THE CITY OF
McCALL AND PAYETTE LAKES RECREATIONAL WATER AND SEWER DISTRICT
AND AUTHORIZING ITS EXECUTION BY THE CITY OF McCALL.
WHEREAS, the City of McCall ("City") has constructed and maintains the City
Sewerage System; and
WHEREAS, the Payette Lakes Recreational Water and Sewer District ("District") has
constructed and maintains the District Sewerage System; and
WHEREAS, the City has the power pursuant to I.C. § 67-2332 to enter into interagency
contracts to perform any governmental service, activity or undertaking which the City is
authorized by law to perform, including services, supplies and capital equipment; and
WHEREAS, it is in the best interests of the City of McCall to enter into the proposed
Cooperative Operational Wastewater Treatment Agreement between the City of McCall and the
Payette Lakes Recreational Water and Sewer District.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
CITY OF McCALL, IDAHO, AS FOLLOWS:
1. That the Cooperative Operational Wastewater Treatment Agreement a copy of
which is attached hereto as Exhibit 1 is hereby approved.
2. That the Mayor and City Clerk of the City of McCall shall execute the
Cooperative Operational Wastewater Treatment Agreement.
3. That the Cooperative Operational Wastewater Treatment Agreement shall be
effective upon its execution by the District.
Resolution No. 15-04 Approving The Cooperative Operational Wastewater Treatment Agreement and Authorizing
Its Execution By The City Of McCall
February 26, 2015 Page - 1
PASSED by the City Council of the City of McCall this 26 day of February, 2015.
1
Signed: Q.__ 4v-c.J,—
• , JaE ie J. Ay o Ma or
/;
ATTEST:
I certify that the above Resolution was duly adopted by the City Council of the City of McCall on
February 26, 2015 by the following vote: Ayes: 5
Noes: 0
Absent: 0
By
BessieJo Wa
MOW, .
;.'er, City (Perk
Resolution No. 15-04 Approving The Cooperative Operational Wastewater Treatment Agreement and Authorizing
Its Execution By The City Of McCall
February 26, 2015 Page - 2
COUNTERPART
1 of 2
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT
[Joint Exercise of Power and Interagency Agreement]
Parties to the Agreement:
City of McCall
"City"
City Hall
216 E. Park Street
McCall, ID 83638
Payette Lakes Recreational
Water and Sewer District
"District"
201 Jacob Street
McCall, ID 83638
THIS AGREEMENT made effective the day of March, 2015, by and between
the Parties as herein this Agreement defined.
SECTION 1
DEFINITIONS
For all purposes of this Agreement, the following terms have the definitions as herein this
Section provided unless the context of the term clearly requires otherwise.
1.1
Administrator/s: means and refers to either or collectively to both the City Operations
Administrator and to the District Operations Administrator depending upon the context of
the term in this Agreement.
1.2 Agreement: means and refers to this Agreement which may be referred to and cited as
Cooperative Operational Wastewater Treatment Agreement which may also be referred
to as [COWTA].
1.3 City: means and refers to the City of McCall, a municipal corporation organized and
existing by virtue of Title 50 Idaho Code and Party to this Agreement.
1.4 City Operations Administrator: means and refers to the City of McCall Public Works
Director.
1.5 City Sewerage System: means and refers to the City of McCall's intercepting sewers,
outfall sewers, force mains, collecting sewers, pumping stations, ejector stations,
structures, buildings, machinery, equipment connections and all other appurtenances to
its said system used for the collection and transportation to the City Wastewater
Treatment Plant.
1.6 City Wastewater Guarantee: means and refers to the receipt, treatment, storage,
transport and disposal of all wastewater from the City Sewerage System in accordance
with this Agreement subject to any limits, established from time to time by agreement
between the City and the Idaho Department of Environmental Quality, and subject to all
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 1
applicable local, state and federal statutes, rules, ordinances and policies.
1.7 City Wastewater Treatment Plant: means and refers to the City's wastewater treatment
plant, excluding the J-Ditch System, comprised of influent structure buildings, individual
aerated treatment lagoons, sand filters, a lab and blower building, chlorine contact basin
and building, and inclusive of the real property and all personal and real property
referenced in the "Settlement Agreement" as "Facility" and "Property" and inclusive of
those certain facility or facilities that exist or may hereinafter exist owned and operated
by the City which receives wastewater from the City Sewerage System and the District
Sewerage System and treats, stores and discharges through the J-Ditch System or, in the
event of an emergency, disposes the same in accordance with the City's National
Pollutant Discharge Elimination System [NPDES] permit.
1.8 Civil Action: means and refers to that certain action by and between the Parties filed in
the 4th District Court of the State of Idaho, in and for the County of Valley, as Case No.
CV-2005-352-C.
1.9 Cooperative Agreements: means and refers to those certain Agreements by and between
the Parties regarding the City Wastewater Treatment Facilities funding and use entitled
"Cooperative Agreement" [dated the 15th day of December, 1977] and amendments as
follows:
• First Amendment to Cooperative Agreement [dated the 4th day of
December, 1978];
• Second Amendment to Cooperative Agreement [dated the 4th day of
June, 1979];
• Third Amendment to Cooperative Agreement [dated the 6th day of
August, 1979];
• Fourth Amendment to Cooperative Agreement [dated the 24th day of
July, 1984];
• Fifth Amendment to Cooperative Agreement [dated the 21 st day of
March, 1987];
• Sixth Amendment to Inter -Agency Agreement Cooperative Agreement
between City of McCall and Payette Lakes Water & Sewer District [dated
the 24th day of August, 1995]; and,
• Seventh Amendment to Inter -Agency Agreement Cooperative Agreement
between City of McCall and Payette Lakes Water & Sewer District [dated the
30th day of September, 1997].
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 2
1.10 Default: means and refers to any disagreement between the Parties regarding a claim of
Default or an interpretation of this Agreement.
1.11 Dispute: means and refers to any disagreement between the Parties regarding an
interpretation of this Agreement or what is or is not a Default.
1.12 District: means and refers to the Payette Lakes Recreational Water and Sewer District, a
recreational water and sewer district organized and existing by virtue of Chapter 32 of
Title 42, Idaho Code, and Party to this Agreement.
1.13 District Operations Administrator: means and refers to the Payette Lakes Recreational
Water and Sewer District's Operations Manager.
1.14 District Sewerage System: means and refers to the Payette Lakes Recreational District's
intercepting sewers, outfall sewers, force mains, collecting sewers, pumping stations,
ejector stations, structures, buildings, machinery, equipment connections and all other
appurtenances to its said system used for the collection, and transportation to the City
Wastewater Treatment Facilities for the treatment and disposal of sewage.
1.15 District Land: means and refers to real properties which the District either owns or has
secured long-term contracts for the application of Recycled Water from the J-Ditch
System.
1.16 District Reuse Permit: means and refers to the permit issued by the Idaho Department
of Environmental Quality to the District for the District's use and application of Recycled
Water.
1.17 District Wastewater Guarantee: means and refers to the following, as set forth in the
Settlement Agreement: "In accord with this Agreement and all applicable local, state
and federal statutes, rules, ordinances and policies, the City confirms and guarantees to
receive, treat, store and dispose of up to 608,000 gallons per day of wastewater from the
District" [District Sewerage System] "...unless and until the District completes
detachment of its collection system from the Facility."
1.18 Facilities Use: means and refers to the use of the City Wastewater Treatment Plant
and/or the J-Ditch System and/or the District Land for Application for the process and
disposal of the City Wastewater Guarantee and District Wastewater Guarantee,
depending upon the context of the term in this Agreement.
1.19 Governing Body/Bodies: means and refers to either the City Council of the City of
McCall and/or the Board of Directors of the Payette Lakes Recreational Water and Sewer
District, depending upon the context of the term used in this Agreement.
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 3
1.20 J-Ditch System: means and refers to the totality of individual components, owned by
the City, that convey Recycled Water in accordance with the District Reuse Permit from
the point of compliance to the Mixing Station which is inclusive of a winter storage pond,
a pump station which houses the main pumping station, comprising two major pumps and
one smaller pump, the pipeline and all of the appurtenances.
1.21 Joint Wastewater Advisory Group: means and refers to the McCall Area Joint
Wastewater Advisory Group, an advisory group established by the Governing Bodies of
the Parties in accordance with their charter to examine and make recommendations
regarding collaborative operations, management and consolidation of wastewaters
services for the Parties.
1.22 Operational Responsibility: means and refers to the exercise of reasonable practices in
the Facilities Use and facilities planning, operations, use and maintenance in order to
receive, process and dispose of the City Wastewater Guarantee and District Wastewater
Guarantee.
1.23 Party/Parties: means and refers to the City and/or the District, as the Parties in this
Agreement, depending upon the context of the term used in this Agreement.
1.24 Permit Responsibility: means and refers to the exercise of reasonable practices in
obtaining and maintaining of any permit as is required by Federal, State and any
applicable local law in order to perform Operational Responsibility and Facilities Use as
required of this Agreement.
1.25 Proportional Capacity Use Share: means, refers and is in reference to, the percentage
share represented by the amount of wastewater from the City Sewerage System and the
amount of wastewater from the District Sewerage System.
1.26 Recycled Water: means and refers to the wastewater effluent discharged from the City
Wastewater Treatment Plant to the J-Ditch System.
1.27 Reuse of Recycled Water: means and refers to the conveyance through the J-Ditch
System and the transportation from the J-Ditch System and the land application of
Recycled Water.
1.28 Responsibility: means and refers either individually or collectively to Operational
Responsibility and/or Permitting Responsibility depending upon the context of the term
in this Agreement.
1.29 Settlement Agreement: means and refers to that certain Settlement Agreement by and
between the Parties in settlement of the Civil Action.
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 4
1.30 Technical Advisory Group: means and refers to the Technical Advisory Group [also
known as TAG] which consists of three technical advisors: one appointed by the City;
one appointed by the District and one appointed by the City Advisor and the District
Advisor who are to provide professional, technical advice and guidance [the TAG Plan]
to the Parties regarding long-term future planning and rate making for the wastewater
treatment and disposal as set forth in Section 4 of the Settlement Agreement.
SECTION 2
RECITALS
The Parties recite and declare:
2.1 The City has the power to acquire by gift or by purchase and to construct, reconstruct and
improve a sewerage system within and without the City which includes intercepting
sewers, outfall sewers, force mains, collecting sewers, pumping stations, ejector stations,
treatment plants, structures, buildings, machinery, equipment, connections and all other
appurtenances necessary, useful or convenient for the collection, transportation,
treatment, and disposal of the City's sewage and has the power to lease any portion of the
excess or surplus capacity of the City Wastewater Treatment Facility [I.C. §§ 50-1029
and 50-1030]; and
2.2 The District has the power to provide for sewage disposal and has the power to extend
sewer lines to an appropriate outlet and has the authority to enter into agreements with
municipalities in building, erecting or constructing sewage treatment plants and other
facilities within or without the District; and has the power to acquire, dispose of and
encumber real and personal property, water, water rights, water and sewage systems and
plants, and any interest therein, including leases and easements within or without said
District. [I.C. §§ 42-3202 and 42-3212(d)]; and
2.3 The City has constructed and maintains the City Sewerage System, the sewage from
which is treated by the City Wastewater Treatment Plant and disposed of by the J-Ditch
System; and
2.4 The District has constructed and maintains the District Sewerage System, the sewage
from which is treated by the City Wastewater Treatment Plant and disposed of by the J-
Ditch System; and
2.5 The Parties have, over the past several years, entered into the Cooperative Agreements,
which Agreements provided for certain contributions by the District to the construction of
improvements to the City Wastewater Treatment Plant in exchange for wastewater
treatment allocations; and
2.6 The Parties had some disagreements regarding the Cooperative Agreements, ownership
and respective usage rights to the City Wastewater Treatment Plant which were the
subject of the Civil Action and which disagreements were settled by the Parties when
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 5
they entered into the Settlement Agreement, which superseded the Cooperative
Agreements; and
2.7 The Parties seek to establish by this Agreement an operational relationship in compliance
with the Settlement Agreement and in coordination with the recommendations of the
Technical . Advisory Group and in accordance with their respective operational
capabilities and ownership and usage rights; and
2.8 The Parties have the power pursuant to I.C. § 67-2332 to enter into interagency contracts
to perform any governmental service, activity or undertaking which the Parties are
authorized by law to perform, including services, supplies and capital equipment; and
2.9 Idaho law provides that any power and/or authority authorized by the Idaho Constitution
or statute held by the Parties may be exercised jointly; and
2.10 The Parties also have authority to enter into this Agreement pursuant to the provisions of
Idaho Code §§ 67-2326, 67-2328, 42- 3212 (d) and 50-1030 (a); and
2.11 The Parties have determined it is necessary and desirable to enter into this Agreement.
SECTION 3
JOINT POWERS PROVISIONS
3.1 Duration: This Agreement shall become effective and terminate as provided in Section 9
of this Agreement.
3.2 No Separate Administrative Entity Established: This Agreement does not establish
any separate administrative entity.
3.3 Purpose or Purposes: The purpose or purposes of this Agreement are set forth in
Section 2 of this Agreement and are herein incorporated by this reference.
3.4 Manner of Finance: The provisions of this Agreement which concern finance are set
forth in Sections 5 and 8 of this Agreement.
3.5 This Agreement shall not relieve any Party of any obligation or responsibility imposed
upon it by law.
SECTION 4
WASTEWATER TREATMENT OPERATIONS RESPONSIBLITIES AND
PROPORTIONAL EXPENSES ALLOCATION
4.1 City Responsibility: The City shall have Operational Responsibility and Permit
Responsibility for the Facilities Use of the City Wastewater Treatment Plant.
4.2 District Responsibility: The District shall have Operational Responsibility and Permit
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 6
Responsibility for the Facilities Use of the J-Ditch System, District Land, and application
of Recycled Water.
4.2.1 The District accepts operational control from the City and the City delivers
operational control to the District of the J-Ditch System in order to facilitate the
District's Responsibility and in consideration of the District's assumption and
performance of the Operational Responsibilities, herein this Section, provided for.
4.2.1.1 Except as is expressly provided in the Settlement Agreement to the
contrary, the District shall be responsible for the reasonable care,
operation and maintenance of the J-Ditch System.
4.2.2 The District shall be responsible for securing, maintaining and performance of all
long-term contracts necessary to secure sufficient land to accommodate the
application of Recycled Water from the Facilities Use under this Agreement.
4.2.3 Except as otherwise provided herein, the District shall be exclusively responsible
for all Reuse of Recycled Water.
4.3 Proportional Expenses Allocation: Except as is expressly provided in the Settlement
Agreement to the contrary, proportional expenses of operations, maintenance, and capital
needs and improvements shall be allocated as follows:
4.3.1 The City and the District are each responsible for their Proportional
Capacity Use Share of the expense of any operations and maintenance,
whether planned or emergency, of the City Wastewater Treatment
Plant, the J-Ditch System and District Land.
4.3.1.1 Following each renewal of permits for the application of
Recycled Water, or in the year following each fifth anniversary of this
agreement, whichever is sooner, the Parties shall confer and review the
methods and criteria for allocation of proportional expenses of
operations and maintenance. If the review results in a determination
that a different method or criteria for allocation of expenses of
operations and maintenance should be implemented, this Agreement
shall be amended to incorporate such method or criteria.
4.3.2 The Parties may, from time to time, upon recommendation of the TAG
and/or JWAG, enter into addendum agreements which provide for
specific methods and timing for the determination of proportional
expense allocation of capital needs replacements and/or any
improvements of the City Waste Water Treatment Plant, the J-Ditch
System and/or District Land.
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 7
SECTION 5
ADMINISTRATORS DUTIES
5.1 Official Point of Contact: The performance of this Agreement by each Party and the
official point of contact for communications between the Parties, in the performance of
this Agreement, shall be through the City Operations Administrator on behalf of the City
and the District Operations Administrator on behalf of the District.
5.1.1 Administrator Designee: Each Administrator may appoint, in the exercise of
their discretion accompanied by written notice to the other Administrator, a
designee as may be needed from time to time in order to facilitate the timely
administration and continued performance of this Agreement.
5.2 Operational Cooperation: The Administrators shall work with each other and
communicate providing a timely exchange of information in order to:
5.2.1 Provide instruction in the development of knowledge on the part of both Parties
regarding all Operational Responsibility and Permitting Responsibility; and
5.2.2 Maintain and submit records in appropriate format for use in the City's Asset
Management Software; and
5.2.3 Establish a working knowledge of the Parties of the capabilities, limitations and
hazards of Facilities Use inclusive of anticipated and actual loading and weather
changes and other factors which may affect Facilities Use.
5.2.4 Records Availability to Each Party: Each Party shall provide to the other Parry,
in a timely manner, any record the Party maintains [not including personnel
records or attorney client privileged communications to either party by their
attorney] that is related to their performance of this Agreement without a public
records request subject to each Party maintaining the custody of the original of
their records.
5.2.5 Cross Training: The Administrators shall plan and provide for collaborative
cross -training of employees of each Party who are involved in the performance of
this Agreement to assure that each Parry's employees are trained to facilitate
operational responsibilities of the other Party at such times as there is illness,
vacations and other emergencies which result in employee shortage to carry out
essential operational performance.
5.2.5.1 Cross Training involving Reuse of Recycled Water shall be directed and
under the control of the District.
5.3 Day to Day Operations: The Administrators are each in charge of their Party's
performance of their respective Responsibilities pursuant to this Agreement.
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 8
5.3.1 The Administrators shall work together in this regard in order to avoid duplication
of assigned duties and activities and to reduce expense of day to day operations.
5.3.2 Staffing: Each Party is responsible to maintain adequate staffing in their
performance of this Agreement and Administrators are to coordinate operational
staffing coverage [substitute performance] in advance as it relates to employee
vacations and time off which will require the other Party to provide employee
coverage of day to day operations.
5.3.2.1 Substitute Performance: Each Party's Governing Body shall establish
and agree to a schedule of employee salary and benefit costs to be used
for billing the other party when substitute performance is provided under
this Agreement.
5.4 Planning and Budgeting: The Administrators are each in charge of collaborative
development and staffing of their Parry's planning, budgeting, fees and rate setting in the
performance of this Agreement and in coordination with the Technical Advisory Group
and in compliance with the Settlement Agreement.
5.4.1 In this regard, each Administrator shall also fully cooperate with the Technical
Advisory Group and the Joint Wastewater Advisory Group and be informed of
each groups' progress, planning and recommendations and the Administrators
shall staff these Groups if asked and shall staff their respective Parties where there
are requests for information made by the Technical Advisory Group in
compliance with the Settlement Agreement or by the Joint Wastewater Advisory
Group as needed.
SECTION 6
DEFAULT/DISPUTE PROCESS AND RESOLUTION
6.1 In the event of a claim of Default and/or an unresolved Dispute between the
Administrators, the Parties through their respective Administrators shall first request and
consider recommendations from the Joint Wastewater Advisory Group. If that
recommendation does not resolve the matter the Administrators shall proceed with the
following process:
6.1.1 Stage 1 — Interim Operational Agreement: In the event a claimed Default or
Dispute is of the nature that a failure to resolve it is reasonably anticipated to
result in a failure of Operational Responsibility or Permit Responsibility, the
Administrators shall propose an Interim Operational Agreement to prevent the
failure. The Default and/or Dispute and the Interim Operational Agreement shall
then be submitted by the Administrators to the respective Governing Bodies of the
Parties to initiate Stage 2.
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 9
6.1.1.1 An Interim Operational Agreement shall be in writing and may include
any aspect of the performance of the terms and conditions of this
Agreement which may include substitute performance, in order to
assure that Operational Responsibility and Permit Responsibility is
performed in a timely manner, with a reservation of rights as to who
should be performing and any claims of costs or damages that may be
incurred as a result by either Party.
6.1.2 Stage 2 —Governing Body Instruction: At such time as the Administrator
submits a Default and/or Dispute to the Governing Body, the following shall
occur:
6.1.2.1 Each Governing Body shall meet promptly and be briefed by its
Administrator inclusive of recommendations for approval of the Interim
Operational Agreement together with all reasonable options for
resolution of the Default and/or Dispute; and
6.1.2.2 The Governing Body shall take action to approve or disapprove of the
Interim Operational Agreement and the recommendations of the
Administrator and authorize their Administrator to continue with Stage
2 negotiations with the other Administrator in accordance with their
action; and
6.1.2.3 After receiving the authorization from their respective Governing
Bodies, the Administrators shall request and consider additional
recommendations from the Joint Wastewater Advisory Group and then
again meet and attempt to use their respective authorizations and any
additional recommendations to resolve any differences regarding the
Interim Operational Agreement and the Default and/or Dispute; and
6.1.2.4 Then the Administrators shall report to their respective Governing
Bodies the outcome of their meeting. In the event there is a joint
recommendation of the Administrators to resolve the Default or
Dispute, then the Governing Body of each Party shall take immediate
action to either approve or disapprove the joint recommendation
together with a list of issues of agreement and disagreement and notify
the other Party and its Administrator in writing of their decision, the
service of which completes Stage 2 process.
6.1.3 Stage 3 - Joint Governing Body Meeting: In the event the completion of Stage 2
does not completely resolve the Default and/or Dispute, and notice is given by the
Parties, Stage 3 then proceeds as follows:
6.1.3.1 The City and the District shall schedule a Joint Meeting of both
Governing Bodies to review and hear the list of issues in Default and/or
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 10
Dispute, consider testimony, reports, and other information either of the
Governing Bodies determines is necessary and relevant for deciding the
Default and/or Dispute.
6.1.3.2 The Joint Meeting must be held in a timely manner depending upon the
immediacy required to resolve the Default and/or Dispute. Unless
waived by the Governing Bodies of the Parties, the joint meeting
should be held no later than twenty-eight (28) days after the completion
of Step 2.
6.1.3.3 Stage 3 Meeting Location: The Joint Meeting shall be held at the City
Council chambers for the City of McCall or, if such location is
unavailable because of prior scheduling, then the meeting will be held
at a location in the City of McCall suitable for public meetings and in
accordance with the Idaho Open Meeting law.
6.1.3.4 Designation of Chair of Stage 3 Meeting: The Governing Bodies
shall designate a Chair for the meeting for the purpose of directing the
meeting, and, in absence of agreement of the two Governing Bodies,
the Chair for the meeting shall be decided by the flip of a coin. The
District shall be entitled to call heads or tails.
6.1.3.5 Stage 3 Meeting Agenda: The agenda of the Joint Meeting shall
include a review of the Default and/or Disputed list of Disputed issue/s
including any needed testimony; reports the Governing Bodies, request
additional recommendations from the Joint Wastewater Advisory
Group and other information provided by staff and/or any consultants
hired by either Party and shall include a vote on a decision by both
Governing Bodies regarding the Default and/or Disputed issue/s.
6.1.3.6 Stage 3 Decision: After receiving information from the Administrators,
staff, consultants and those otherwise designated to provide information
and data to the Governing Bodies, the Governing Bodies will in good
faith attempt to obtain resolution of the Default and/or Disputed issue/s.
A vote on any decision regarding the pending Default and/or Dispute
shall be taken by each Governing Body at the Joint Meeting, which
shall conclude the Stage 3 process. An affirmative vote by both
Governing Bodies is required to resolve the Dispute and/or Default. If
the Dispute and/or Default are/is not resolved by the completion of
Stage 3 either Party may then elect to proceed to Stage 4.
6.1.4 Stage 4 Action for Declaratory Judgment/ Breach of Contract: Either Party
may file an action for a Declaratory Judgment so long as there is a basis in law or
fact over the issues involving and interpretation of this Agreement which meets
the jurisdictional qualifications of I.C. § 10-1202 and/or may seek a Breach of
Contract action, seek damages and specific performance of this Agreement if
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 11
dissatisfied with the results of Stage 3 or in the event the list of issues of Default
and/or Dispute are not completely resolved.
SECTION 7
NOTICE
7.1 All notices given pursuant to this Agreement or contemplated under this Agreement shall
be given as follows:
District:
Payette Lakes Recreational Water and Sewer District
ATTN: Dale Caza,
District Operations Manager
Fax: 208-634-7613
E-Mail: caz@citlink.net
U.S. Mail:
201 Jacob Street
McCall, ID 83638
City:
City of McCall
ATTN: Peter Borner,
Public Works Director
Fax: 208-634-3038
E:Mail: pborner@mccall.id.us
U.S. Mail:
216 E. Park Street
McCall, ID 83638
7.2 Effective Date of Notice: The Effective Date of Notice given under this Agreement shall
be three (3) days after the date of posting with the U.S. Postal Service of Notice sent to
the Party or upon the day of Notice sent by facsimile or e-mail to the Party.
7.3 Method use for Notice to be Timely: Notice shall be provided in a manner that is most
reasonable given the circumstance requiring the Notice.
7.4 Changes in Notice Contact Information: At such times as any of the Notice Contact
Information changes for either party, they shall provide the other party with the
information in writing using the Notice of Contact Information Change form attached
hereto as Appendix 1.
SECTION 8
ALL PARTY RESPONSIBILITIES
8.1 It is the responsibility of each Party:
8.1.1 To provide adequate training and/or certification and/or licensure of their
employees, personnel and contractors if required as a condition to performing any
Operational Responsibility and Permitting Responsibility provided for in this
Agreement.
8.1.2 To be solely responsible to its own employees, personnel and contractors for the
payment of wages and other compensation and for workers' compensation
coverage unless otherwise specifically agreed to by the Parties in the
administration of this Agreement.
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 12
8.1.2.1 Allowances for reimbursement of employee expenses may be agreed
to by the Administrators in circumstances where the employees of one
Parry cover for the absence of an employee of the other Party
[Substitute Performance].
8.1.3 To provide insurance coverage inclusive of:
8.1.3.1 Any buildings, equipment, real property and employees which are
involved in any way in the performance of this Agreement which is
inclusive of coverage provided by the Public Entity Multi -Lines
Insurance Policy offered to public agencies by the Idaho Counties Risk
Management Program or equivalent coverage by another insurance
carrier in the maximum limits provided and inclusive of full
replacement value; and
8.1.3.2 Workers' Compensation Insurance covering any employee performing
work in the performance of this Agreement; and
8.1.3.2.1 In the event either Party has any part of any work
performed in their performance of this Agreement, said
Party shall require that any such contractor maintain a
Workers' Compensation insurance policy with a
responsible insurance carrier covering any of said
contractor's employees performing work in the names and
for the benefit of the contractor, and the Parties hereto in
the sum as required by Idaho law. The contracting Party
shall furnish the other Party with a certificate of such
contractor's Workers' Compensation insurance stating that
said insurance is in full force and effect during any time a
contractor authorized by the contracting Party has employees
performing work on the other Party's Real Property.
8.1.3.3 Insurance Certificates: Each Party shall furnish to the other Party a
current certificate of all insurance coverage required under this Section
stating that said insurance coverage is in full force and effect and stating
the current term of the coverage.
SECTION 9
TERM/DURATION
9.1 Initially: This Agreement shall commence at such time as both Parties have approved a
resolution authorizing the execution of this Agreement and this Agreement has been so
executed and notice of the same together with the identification of each Party's
Administrator.
9.2 Termination: This Agreement shall terminate as follows:
COOPERATIVE OPERATIONAL WASTEWATER TREATMENT AGREEMENT - Page 13
9.2.1 Upon mutual agreement of the Parties; or
9.2.2 In the event the District completes detachment of the District Sewer System from
the City Wastewater Treatment Plant.
SECTION 10
AMENDMENT PROVISIONS
10.1 This Agreement may only be amended in accordance with the following process:
10.1.1 An amendment may be proposed by either Party.
10.1.2 A proposed amendment must be in writing and include this entire Agreement as
then existing, and shall therein include a strike -through of any language to be
deleted and underlining of any new language of the proposed Amendment.
10.1.3 A proposed Amendment shall contain a Statement of Purpose (which shall
include a statement of how the Parties will be affected by the Amendment), the
Party to contact for information and the amended Agreement text.
10.1.4 The proposing Party shall also prepare and submit to the other Party the proposed
Amendment as above stated together with a Restated and Amended Agreement
form in the event the proposed Amendment is approved.
10.1.5 An approved Restated and Amended Agreement shall be executed by the
District's Chairman of the Board of Directors and the Mayor of the City.
SECTION 11
GENERAL PROVISIONS
Attorney Fees: In the event litigation is brought to enforce any of the terms or provisions
of this Agreement, or enforce default thereof by either of the Parties hereto, the
successful Party to such action, as shall have been determined by the Court as the
prevailing Party, shall be entitled to recover from the losing Party a reasonable attorney
fee as determined by the Court.
11.2 No Third Party Beneficiaries: Each Party to this Agreement intends that this Agreement
shall not benefit or create any right or cause of action in or on behalf of any person or
legal entity other than the Parties hereto.
11.3 Severability: Should any term or provision of this Agreement or the application thereof
to any person, parties or circumstances, for any reason be declared illegal or invalid, such
illegality or invalidity shall not affect any other provision of this Agreement, and this
Agreement shall be construed and enforced as if such illegal or invalid provision had not
been contained herein.
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11.4 Counterparts. This Agreement shall be executed by the Parties in two (2) counterparts,
and each such counterpart shall be deemed an 'original".
11.5 Captions: The subject headings of the paragraphs and subparagraphs of this Agreement
are included for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
11.6 Choice of Law: This Agreement shall be governed and interpreted by the laws of the
State of Idaho.
11.7 Assignment: No Party may assign this Agreement or any interest therein, without written
consent of the other Party; and in the event of assignment, this Agreement shall inure to
and be binding upon the Parties hereto as well as their successors, assigns, departments
and agencies.
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IN WITNESS WHEREOF, the undersigned Parties have by action and/or authority of
their governing Boards caused this Agreement to be executed and made it effective as
hereinabove provided, this 1 el day of March, 2015.
DATED AND SIGNED this 1 R day of March, 2015.
CITY OF MCCALL
ATTEST:
By:
B e s s i e rSo CcJ�n e,- , Clerk
By City Council Reso tion No. 15 - D z/
DATED AND SIGNED this 1 r day of March, 2015.
ATTEST:
By:
PAYETTE LAKES RECREATIONAL
WATER AND SEWER DISTRICT
i?yufirn--
umm i G M-Gi 62) , Secretary
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