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HomeMy WebLinkAboutEncina Wastewater Authority; 1990-12-17;, . REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT 8EWAGE SYSTEM THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered into this 17th day of December, 1990, by and among the CITY OF VISTA, a general law city (hereafter VISTA), the CITY OF CARLSBAD, a general law city (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, a County Sanitation District (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the Encinitas Sanitary District, a Sanitary District (hereafter ENCINITAS). RECITALS WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service areas and are authorized to contract with other parties for the provision of such services: and WHEREAS, on July 13, 1961, VISTA and CARLSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, construct and operate a Joint Sewer System; and WHEREAS, the Basic Agreement provided that other municipal corporations and public districts or agencies may become parties to the Basic Agreement, thereby becoming members of the joint powers authority; and WHEREAS, on January 6, 1964, BUENA became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System: and WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos) became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System: and WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS became members of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and -10 WHEREAS, it is the desire of the parties hereto to (a) continue functioning through a joint powers authority and (b) modify and condense the enabling legal documents for the joint powers authority by entering into a Revised Basic Agreement pursuant to Article 1, Chapter 5, Division 7, Title 1 of California Government Code relating to the joint exercise of powers, for the purposes of planning, designing, owning, operating, and maintaining a joint sewer system and concurrently establishing, by separate agreement, the Encina Wastewater Authority. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: Section 1 DEFINITIONS For the purposes of this agreement the following terms shall have the meanings indicated: 1.1 Joint Advisorv Committee (JAC). A committee composed of representatives of the member agencies that advises both the member agencies and the Operator/Administrator on issues relating to the Joint System. 1.2 Joint Svstem. The Encina Water Pollution Control Facility (Unit I), the Encina Ocean Outfall (Unit J), and the Encina Biosolids Comuostinu Facility (Unit K). including all related land, rights of way, and appurtenances. 1.3 Member Asencies. The six members of the Encina Wastewater Authority: Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas. 1.4 Onerator/Administrator. The public agency designated by the member agencies as being responsible for operating, maintaining, and administering the Encina Joint System. Since August 1, 1988, the Operator/Administrator has been the Encina Wastewater Authority. 1.5 Conmostinu Facility. In-Vessel comuostinq facilities to be used for the Drocessina of wastewater biosolids. 1.6 Biosolids. Primarily oruanic solid product. produced bv the wastewater treatment Drocesses, that can be beneficiallv recycled. Section 2 JOINT PARTICIPATION The member agencies shall participate jointly in the planning, design, acquisition, construction, ownership, operation, maintenance and use of the Joint System (including any future expansions thereof), and shall pay for such activities as hereinafter specified. -2. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existinc Sewice Area. The area to be served by the Joint System is shown on Exhibit A, which is attached hereto and made a part of this Revised Basic Agreement by reference. Areas lying outside a member agency's legal boundary but inside that member agency's Exhibit A service area may be served by the member agency, providing the member agency provides assurance in the form of a legally binding agreement that these discharges will meet all applicable rules and regulations. Any wastewater or biosolids received from outside a member agency's legal boundary pursuant to such agreement shall be regarded as the wastewater or biosolids of the member agency for the purposes of billing, capacity, and source control. 3.2 Revisions to the Service Area. Areas lying outside the Exhibit A service areas of the member agencies may be served, provided such areas are annexed by a member agency. Notification of such annexations must be made in writing to the Joint Advisory Committee so that Exhibit A can be modified as appropriate. Member agencies can also reguest alteration of their Exhibit A service areas: such modifications must be approved in writing by all member agencies, as evidenced by receipt of resolutions from the governing bodies of all member agencies. Member agencies whose Exhibit A senrice areas are enlarged shall be responsible for providing adequate capacity. 3.3 Prohibition on Discharues from Outside the Exhibit A Service Area. Each member agency agrees that it will neither permit nor knowingly countenance the use of the Joint System, directly or indirectly, for the disposal of wastewater or comDostinu of biosolids originating outside of its legal boundary except in the above manner, extent and conditions. 3.4 Wastewater Treatment Plants To Be Served BY The ComDostinu Facility (Unit X). Only wastewater treatment Dlants located within the Encina Service Area as identified in the RBA maY be served by the Comnostinu Facility. 3.4.1 Encina Water Pollution Control Facility and 8atellite Plants. Pendinu the availability of capacity, as described in Section 9 herein, the Comnostinu Facility shall acceDt biosolids from the Encina Water Polltitian Control Facility (EWPCF) and those Member Auencv wastewater treatment plants which discharue biosolids to the EWPCF in accordance with the conditions established in the RBA and the terms and conditions identified herein. 3.4.2 Other Plants. The Comnostinu Facility may accept biosolids from other Member Auencv wastewater treatment plants located within the Encina Service Area but not discharuinq biosolids to the EWPCF. Conditions and terms of accentinu those biosolids shall be identified in a senarate aureementor amendments to this aureement. ACCeDtanCe of biosolids from other Member Auencv plants shall not be unreasonablY withheld and shall be continuent -3. - won available caDacitvt Section 4 ENLARGEMENT OF THE JOINT SYBTEM Any member agency having first obtained the consent of Carlsbad and Vista, may at its sole cost and expense enlarge any portion of Unit I or J of the Joint System in which it is the owner of capacity rights and any increased capacity in such unit or portion resulting from such enlargement shall belong to the member agency paying the cost and expense thereof. No member agency shall unreasonably withhold consent to such enlargement. Any such enlargement shall be constructed in accordance with plans and specifications approved by Carlsbad and Vista. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protection of the Joint System. The Joint System shall not be used by any member agency for any purpose other than the conveyance, treatment, reuse& or disposal of wastewater whkh and its bv-oroducts. Wastewater shall be construed to mean domestic sewage and trade wastewaters. Each member agency shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type and condition of wastewater permitted to be discharged into the sewers under its control and shall prohibit the discharge of any wastewater which would be detrimentalto the Joint System, or to the use of by-oroducts uenerated by the Joint System. Such ordinances, resolutions, rules and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administrator's industrial pretreatment regulations. 5.2 Prohibitions. No member agency shall allow excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Joint System without the consent of all other member agencies. No member agency shall authorize a discharge from any groundwater cleanup site unless the discharge is authorized in advance by the Operator/Administrator. Section 6 CAPACITY AND USE OF CAPACITY (CAPACITY IRPRINGERERT) Each member agency shall own and enjoy a perpetual right to use its Joint System capacity in the proportions set forth immediately below herein. No member agency shall in any way grant, encumber, limit or restrict its interest in any part of the Joint -4. System for any purpose other than the treatment and disposal m reuse of wastewater and the manauement of wastewater treatment bmroducts, or use the Joint System or any part thereof to a greater percentage than its capacity rights, except as set forth in Section4 9 herein, without the prior written consent of the other member agencies, provided that no such excessive use without written consent shall be construed as a waiver of capacity rights by any member agency. Section 7 CAPACITY MONITORING Each member agency shall participate in a joint flow metering system, operated and administered by the Operator/Administrator, and facilitate such measurements of flow into the Joint System as needed for billing purposes and to verify that each agency is within its capacity rights. This metering system shall be maintained according to a separate agreement executed by the Operator/Administrator and the member agencies. Section 8 ACQUISITION/SALE OF EXCESS CAPACITY In the event that any member agency hereafter requires additional capacity in the Joint System and capacity is available from another member agency, the capacity may be licensed, leased or purchased as necessary. Such lease or purchase shall be on terms as are hereafter agreed upon by the member agencies involved. In the event an inter-agency capacity agreement is adopted, the Joint Advisory Committee shall be notified in writing. Licensing, lease or purchase shall be subject to the terms and conditions established in Sections 3.4 a& 3.5 9 herein. Section 9 CAPACITY RIGHTS IN UNITS . 9.3& Pest T‘ha§e IV c!- Unit I and Unit J CaDacitv. c v-t, - * b *. Y F Capacity rights shall be as follows: Unit I Unit J Liquid Solids Disposal MGD -- % Mm MGD -- % VISTA: 8.05 22.36 8.05 21.18 8.05 21.18 CARLSBAD: 9.24 25.67 9.24 24.32 9.24 24.32 BUENA: 2.26 6.28 3.51 9.24 3.51 9.24 VALLECITOS: 7.54 20.94 7.54 19.84 7.54 19.84 LEUCADIA: 7.11 19.75 7.86 20.68 7.86 20.68 ENCINITAS: 1.80 5.00 1.80 4.74 1.80 4.74 TOTAL 36.0 100.00 38.0 100.00 38.0 100.00 The total disposal capacity of Unit J shall be 38.0 MGD average daily flow. This capacity rating assumes that the wet weather -6- peaking factor on the flows to Unit J shall continue to be less than 2.13, and all the parties hereto agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit J remains below 2.13. 9.2 Unit K (Comnostinu Facility) Canacitv Riuhts. Capacity riuhts shall be in the same nercentaue as the Member AuenCY’s percentaue of solids caoacitv riuhts in Unit lW@ (Treatment Plant) of the Joint System. Unit R capacity riuhts shall be as follows: OWNERSHIP (%I VISTA: 21.18 CARLSBAD: 24.32 BUBNA: 9.24 VALLECITOB: 19.84 LEUCADIA: 20.68 ENCINITAS: 4.74 100.00 The specific capacitv (drv tons oer day) will be directly related to the actual rated capacity of the facility. The rated canacitv will.be IIIUltiDlied by the Dercent ownershiD in order to establish member auencv canacity. 9.53 m Unit I Canacitv Infrinuement. Tl, . 4.. w The member agencies agree to make available up to 5 percent of their respective shares of . %~ww% total capacities, as set forth in Section2 9.31 and 9.2, through a reserve capacity pool, in accordance with the following terms and conditions: -7. a. Flow Calculation. For the purposes of calculating payments due for licensing under this section, flows shall be based on measured (ADS) flows, to the maximum extent feasible. Solids loading flows shall be based on the total flow originating within each member agency. Voting rights, as described in Section 12 shall be in no way affected by temporary use of reserve capacity under this section. Total Reserve Capacity is the total capacity shown in paragraph (g), below. b. Monitorina of Canacitv Demand. Each agency shall provide monthly reports to EWA regarding future capacity committed, based upon its acceptance of applications for or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is available to the applicant or project, or which enforceably or practically commit the agency to provide future sewer service. Reports shall be submitted in such form as the Board of EWA may require. Before the measured and committed flows reach 75% of Encina's total capacity (per Sections 9.31and 9.2), the EWA shall initiate a program to ensure adequate capacity to meet projected needs. c. Excess Use a TreSDaSS. Any use of capacity in excess of 95% of their respective share of Encina's total capacity (per Sections 9.31 and 9.2) plus 50% of the Total Reserve Capacity, or otherwise in violation of this section, shall be considered a trespass. At the request of any member agency, EWA shall, and is hereby authorizedto specifically enforce the terms of this section (Section 9.53) against a member agency or agencies on behalf of the remaining member agencies, including through commencement of a proceeding at law or equity. The parties agree that specific enforcement is a proper remedy in that payment of damages is not an adequate remedy for the potential losses to any member agency resulting from the loss of capacity. For example, replacement of capacity may be impractical and the consequences for the economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such action or actions by EWA, and waives any right it may have to further approval of such actions under the joint powers agreement creating and establishing EWA. In addition to any injunctive relief, EWA may seek consequential damages on behalf of the remaining member agencies. In any such action, the prevailing party shall be entitled to attorney's fees and costs. d. Indemnitv and Hold Harmless. In addition to payment of the amount specified herein, each agency agrees to indemnify, defend and hold harmless the EWA and the other member agencies for any claim, demand, cost, penalty, fine or damage (including reasonable attorney's fees and costs of investigation), arising out of its violation of this section, whether resulting from the agency's active or passive, negligent or intentional act or failure to act to prevent a violation, and notwithstanding the active or passive negligence of those member agencies which are in compliance with the provisions of this section. e. License Pavments. When any member agency's flows -80 exceed 100% of its capacity allocation for the treatment of solids (for both Units I and K), and/or treatment and/or disposal of liquids, for any continuous three-month period, such member agency shall pay for the use of such capacity from the reserve capacity pool in accord with the schedule of values, as adjusted each July 1 (commencing in July 1991) by updating the facility spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRLA construction cost index, as follows: (1) Any portion of reserve up to 50% of Total Reserve Capacity: $ 84,300 per MGD of Unit I liquid capacity per year $133,500 per MGD of Unit I solids capacity per year $ 36,000 per MGD of Unit J Capacity per year (2) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation of this section. In addition to any other remedy provided herein, or available to EWA or the member agencies, an agency shall pay for such use: $140,500 per MGD of Unit I liquid capacity per year $222,500 per MGD of Unit I solids capacity per year $ 60,000 per MGD of Unit J capacity per year Payments to member agencies with unused reserve shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account. f. Restrictions on Use Over 40% of Reserve. If at any time any agency shall have enforceably or practically committed to provide future sewer service which, when added to its then existing actual flows, equals 95% of its allocated capacity (per Sections 9.31 and 9.2) plus 40% of the Total Reserve Capacity, such agency shall: 1. Immediately halt the acceptance or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is the agency to provide future sewer service. 2. Immediately inform EWA, in writing, that it has reached this threshold, of the actions it has taken to implement (e) (1) above, and of its intention to present a plan to EWA, within 30 days, for capacity management to prevent the agency from exceeding use of 50% of the Total Reserve Capacity. .g- Reserve Caaacitv. m Reserve capacity shall be as follows: I -9. , - Unit I Liquid flGD -0 VISTA: .40 22.36 CARLSBAD: .46 25.67 BUENA: . 11 6.28 VALLECITOS: 38 :36 20.94 LEUCADIA: 19.75 ENCINITAS: .09 5.00 Solids MGD -- % .40 21.18 .46 24.32 . 18 9.24 .38 19.84 .39 20.68 .09 4.74 Unit J Disposal MGD -- % .40 21.18 .46 24.32 .18 9.24 .38 19.84 .39 20.68 .09 4.74 TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00 The reserve canacitv for each member aqencv for Unit H shall be 5 percent of each member auencv@s total canacitv as determined in Section 9.2 herein. h. Sole Method of Allocation. No agency shall provide capacity to any other member agency except pursuant to this section without the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporary basis to an agency which has used the maximum reserve capacity authorized by this section if: (1) such arrangement provides for payments at rates not less that the maximum reserve capacity rate per paragraph (e)(2), above: and (2) the capacity so provided does not reduce the Total Reserve Capacity available. section l&Q CAPACITY RIGHTS FOR RECLAMATION 1CkQ.l Future Reclamation. Any member agency, at its own expense, may, and shall have the right to, reclaim water from any wastewater in the Joint System which emanates within the jurisdiction of the respective member agency. And, subject to the following limitations, each member agency shall have the right to install facilities for the reclamation of water from wastewater. Any proposed reclamation shall require the approval of all the member agencies in the event that the proposed reclamation facility is designed and/or constructed such that (i) any solids or non- treated effluent from any such facility may be discharged into Unit I of the Joint System and/or (ii) any reclaimed water may be discharged into Unit J of the Joint System. Such approval shall not be withheld unless the use of the proposed reclamation facility would adversely affect one or more of the member agencies and the reclaimer cannot reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the member agencies as to the geographic location of a reclamation facility constructed solely within the boundaries of any member . agency. - 10 - - ls9.2 Existina Reclamation. Section 11.1 above pertains to all future reclamation facilities. Currently constructed facilities may be operated to their capacity without further action by owners. The current reclamation facilities and capacities are as follows: ENTITY CARLSBAD LEUCADIA VALLECITOS BUENA RECLAMATION , FACILITY CAPACITY Calavera Hills 1.20 MGD Gafner 0.75 MGD Meadowlark 2.00 MGD Shadowridge 1.16 MGD section 121 JOINT ADVISORY COMMITTEE The member agencies have created a Joint Advisory Committee (JAC) to advise the member agencies and the Operators Administrator. JAC shall continue in this advisory role. 12z.l Powers. Recommendations of JAC shall be advisory only. The JAC shall have the following responsibilities: lZr.l.1 To review the operation and maintenance of the Joint System, including the cost thereof, and make reports and recommendations to the governing bodies of the member agencies: 12z.1.2 To review and make recommendations regarding proposed expansion, enlargements or modifications of the Joint System to the governing bodies of the member agencies; and 1a.1.3 To review and make recommendations regarding contracts, budget matters, regulations, policies, permits and other documents and issues as appropriate to the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all the member agencies when made to the Operator/ Administrator and made in accordance with the voting rights and percentages set forth below in Section 12.4.4. 121.2 Reoresentation on JAC. JAC shall be constituted by two appointed representatives from each member agency, with one alternate for each appointed representative. JAC representatives may, but need not, be members of the governing bodies of the member agencies. 12L.3 Officers of JAC. JAC shall elect its own officers, which shall include a Chairman, Vice-Chairman, and Secretary. The Chairman and Vice-Chairman shall be JAC representatives and the Secretary may, but need not, be a JAC representative. 121.4 Meetinss of the JAC. 121.4.1 Regular Meetings. The JAC shall provide - 11 - for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be established by JAC. 12A.4.2 Ralph M. Brown Act. All meetings of the JAC, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 121.4.3 Minutes. The JAC Secretary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be forwarded to each JAC representative. 121.4.4 Vote. The total vote of all members of the JAC shall equal 100%. When voting on a matter involving the Treatment Plant (Unit I) or Unit J, or Unit IJ each JAC representative's percentage vote shall equal one-half of the percentage of that unit's capacity owned by the representative's agency. If only one of an agency's representatives is present, this representative's percentage vote shall equal the total percentage of that unit* s capacity owned by the representative's agency. If both representatives are absent, each alternate shall have a percentage vote equal to one-half of the percentage capacity of the alternate's member agency: provided, however, at any JAC meeting where any member agency is represented by only one alternate, the alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he/she represents. 12A.5 Rules. JAC shall adopt rules and regulations for the place, time and conduct of JAC meetings. 121.6 Pavment for Attendance. The Operator/ Administrator (or, if requested by the appointing member agency, that member agency as to its representatives) shall pay each representative (or alternate who attends a meeting by reason of the absence of a representative) an attendance fee of twenty-five ($25.00) for each JAC meeting, provided that such payment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. 121.7 Assistance from the Ooerator/Administrator. The Operator/Administrator shall provide supplies and clerical and secretarial help for JAC. The cost of such supplies and assistance shall be considered part of the expense of operating and maintaining the Joint System. section 132 OPERATOR/ADMINISTRATOR The Joint System shall be maintained and operated by any one of the parties hereto, or by another Public Agency, which party or other public agency shall be known as the Operator/ Administrator. - 12 - . . 132.1 General Duties. 132.1.1 Joint System. The Operator/ Administrator shall maintain and operate the Joint System, and shall preserve it in good repair and working order, all in accordance with recognized sound engineering and accounting practices and local, state, and federal laws and regulations. 132.1.2 Pump Stations. The Operator/ Administrator also shall operate and maintain, at the expense of the Cities of Vista and Car&bad, the Agua Hedionda and Buena Vista Pump Stations (formerly Units B and C of the Joint System) within an annual budget prepared by the operator/Administrator and approved by Vista and Carlsbad. 132.1.3 Other Facilities. The Operators Administrator shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by JAC and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities. 132.2 Desisnation and Specific Powers. Effective August 1, 1988, the member agencies created a public agency known as the Encina Wastewater Authority (EWA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to serve as the Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. The organization, administration, rules, and specific powers of the EWA shall be as set forth in the Revised Establishment Document establishing the EWA. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. section 14a BUDGETINe AND ACCOUNTING 143.1 Annual Budaets. Annually, the Operator/ Administrator shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital improvement program budget (hereafter referred to as the capital budget.) The budgets shall be prepared in accordance with generally accepted accounting principles. 142.1.1 Preparation of Estimated 0 t M Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the (a) amount of money required to operate, maintain and administer the Joint System during the ensuing fiscal year, and (b) the proportionate amount to be paid by each member agency. Such estimate shall be based on the total operation, maintenance, and administration costs during the current fiscal year as such costs are set forth in the current approved budget for the Joint System. - 13 - 142.1.2 Approval of Estimated 0 C M Budget. Each estimated 0 & M budget adopted by the Operator/Administrator shall be forwarded to the JAC for consideration and for submission to the member agencies for approval. The Operator/ Administrator's estimated 0 & M budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated 0 C M budget shall constitute merely a proposed budget, subject to consideration or revisions. The 0 C M budget shall be considered separately from the capital budget and may be approved independently. In the event a proposed budget is not approved, the Operator/Administrator shall continue to operate using the 0 & M budget figures from the previous fiscal year. 142.1.3 Prepaid 0 & M Contributions. Each member agency shall prepay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 136 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the annual cost of operation, maintenance, and administration for the following quarter m a . . u a. e as described herein. Provided, however, the last invoice for each fiscal year may be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses for the full year and the estimated total amount and strength of wastewater received from each member agency., and the volume of biosolids Drocessed at the comoostina facility. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shall be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be billed by the Operator/Administrator and shall pay for the deficiency within 15 days. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 143.1.4 Actual 0 & M Contributions. The member agencies agree to contribute from their treasuries the actual annual costs of the Joint System as divided among the member agencies pursuant to Section 17 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for the performance of budgeted 0 & M work, and (3) the salaries and wages of all Operator/ Administrator employees providing such services, including vacations and sick leave benefits, workers' compensation, social security and retirement payments, and health insurance. Such costs shall be paid out of the funds deposited with the Operator/Administrator by the member agencies; provided however, the failure of any member - 14 - - - agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to Pay their proportionate shares of operation, maintenance, and administration of the Joint System. 143.1.5 Preparation of Estimated Capital Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the amount of money required for capital improvement projects during each of the next five fiscal years and over the next twenty years. The estimated capital budget shall show the estimated amount to be paid by each member agency. Such estimate shall be based on existing and/or projected ownership as appropriate. 143.1.6 Approval of Estimated Capital Budget. Each estimated capital budget adopted by the Operator/ Administrator shall be forwarded to the JAC for consideration and for submittal to the member agencies for approval. The Operator/ Administrator's estimated capital budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated capital budget shall constitute merely a proposed budget, subject to consideration or revisions. The capital budget shall be considered separately from the 0 & M budget and may be approved independently. 143.1.7 Prepaid Capital Contributions. Each member agency shall prepay its actual portion of the capital costs except as noted in Section 18 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the actual estimated capital costs except as otherwise specified in Section 18. Any capital funds remaining at the end of the fiscal year shall be retained and credited toward the member agencies for the following fiscal year. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 142.1.8 Actual Capital Contributions. The member agencies agree to contribute their actual capital costs pursuant to Section 18 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for capital improvement of the Joint System and (2) all contracts let by the Operator/Administrator for the performance of capital improvement projects. Provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of the capital expenses of the Joint System. 143.1.9 Audit. Annuallv the ODerator/Administrator shall cause the zmmaration of an independent accountant audit of the financial statements. - 15 - , .A L section 134 ASSISTANCE TO OPERATOR/AIMINI8TRATOR When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all services and duties it is to perform under the terms of this Revised Basic Agreement. section 165 RIGHTS OF WAY AND LAND ACQIJISITION8 The Operator/Administrator and/or any of the member agencies may, as agreed upon in writing by all the member agencies, act on behalf of the member agencies in acquiring lands and rights of way necessary for the operation, maintenance, ownership, and use of the Joint System. section 135 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 135.1 Allocation of Exoenses. All operation, maintenance and administration expenses for Units IL a& J, and K of the Joint System, hereafter referred to as O&M expenses, shall be paid by each member agency based on each member agency's percentage of ownership and usage in these units. For the purpose of this section, the following definitions shall apply: "usage" shall mean the costs for power, chemicals, maintenance, and other sewage treatment, solids handling, and disposal processes which result from wastewater entering Unit I or Unit J, or Unit Kt **ownershipD1 shall mean the costs for insurance, administration expenses, laboratory expenses, plant operations, services and maintenance, and other wastewater collection and treatment, solids handling and effluent disposal costs which are incurred irrespective of the amount of wastewater which enters Unit IL or Unit J, or biosolids that enter Unit K. 135.2 Pavment Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and administration expenses in accordance with Section 13.1 of this Revised Basic Agreement. 132.3 Revenue from Bv-Products. Any revenue received from the sale of forti- cornDo& or other by-products arising out of the operation of the Joint System shall be apportioned to each member agency in the same proportion as their share of the 0 & M expenses for the Joint System in the year in which the revenue is received. Section 1Sz PAYMENT OF CAPITAL EXPENSES lSZ.1 Allocation of Exnenses. Unless otherwise specified herein, capital expenses shall be allocated based on existing or projected Unit I, Unit J or Unit K ownership as appropriate. Exceptions are as follows: lSz.1.1 Phase IV Expansion. Phase IV capacity and costs are allocated according to the methodology shown in Exhibit B, attached hereto and made part of this Revised Basic Agreement by reference. - 16 - 187.1.2 Joint Flow Metering Sk&em. Each member agency is responsible for the capital expenses of meters and monitors serving its respective service area. Capital expenses for the monitors serving the entire Exhibit A service area shall be paid on the basis of Unit J flow. lsz.1.42 Additional Land/Right of Way Acquisition. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 13x.2 Pavment Schedule. Unless otherwise specified herein, capital expenses shall be prepaid on a quarterly basis. Exceptions are as follows: 132.2.1 Phase IV Expansion, Phase IV contract expenses approved by the ODerator/Administrator shall be paid once a month based on invoices from. the contractor, the design engineer, and the construction manager. The payments will vary over the duration of the job. The Operator/Administrator shall notify the member agency financial representatives of the amounts needed following receipt of each month's invoices. In addition, upon the completion and acceptance by the OD0ratOr/AdminiStratOr of each of: (a) the Western Kit/TIC construction contract project, and (b) the Phase IV odor control and associated facilities, and (c) again, upon completion and acceptance of the Avenida Encinas street widening project by the City of Carlsbad per its contract with BN4 m, adjustments shall be calculated and paid in the manner set forth in Exhibit B, considering all Phase IV Expansion work completed to date or invoiced to the member agencies. Upon completion and acceptance of all work authorized by w the ODerator/Administrator as part of the Phase IV Expansion, a final adjustment shall be calculated and paid in accordance with Exhibit B. 132.2.32 Additional Land/Right of Way Acquisition. All expenses shall be paid in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 132.2.43 Other Capital Expenses. On occasion, capital expenses may occur earlier in the fiscal year than would allow for regular quarterly billing. If regular quarterly billings do not provide needed capital early enough during the fiscal year, supplemental capital billings shall be sent to the member agencies. In such cases, the Operator/Administrator will notify the member - 17 - . . agency financial representatives as far in adt-‘Ice as possible. Section 198 SETTLEMENT OF DISPUTE OR CONTROVERSY 19B.l piuht to Arbitration. Should any dispute or controversy arise in connection with the books, records or accounts of any member agency or in connection with the acquisition, construction, maintenance, operation repair, reconstruction or enlargement of the Joint System or in connection with any of the affairs or operation thereof, or the execution of this agreement, the governing bodies of member agencies that are affected by such dispute may elect to arbitrate the dispute or controversy in accordance with this section. In the event of such election, the governing body of each member agency affected shall appoint or designate one disinterested person as an arbitrator. Said arbitrators so chosen, if an even number, shall designate an additional disinterested person to make an odd number of arbitrators. Said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The findings of fact approved by a vote of the majority of the members of the Board of Arbitrators shall be binding upon the affected member agencies. 19B.2 Riaht of Observation. The parties to any arbitration proceedings held under the provisions of this agreement shall notify every other member agency not a party thereto of such arbitration proceedings and any other member agency shall have the right to be represented at such proceedings by a member agency designated observer. 14g.3 Riaht to Exnert Arbitration. Any controversy which can be determined by an engineer's or other expert's findings and which under this section could be submitted to arbitration may, if the parties thereto agree in writing to do so, be submitted to a named engineer or expert who shall be the sole arbitrator. Any . . I . such engineer shall be Q Czti . B a Recfistered Encrineer in the State of California. Any such engineer or expert shall be disinterested as required of arbitrators on an arbitration board. He shall proceed in the same manner provided herein for an arbitration board. Section 24&&g APPORTIONMENT OF LIABILITY Any liability incurred by the member agencies, which liability arises out of or in connection with the operation and/or maintenance of the Joint System, except for costs of improvements to such facilities and operating and maintenance costs, shall be discharged by payment by each member hereof in proportion to their respective ownership in the facilities at the time of the incident which results in the liability. Section am NOTICES Notices required or permitted under this Revised Basic Agreement shall be sufficiently given if in writing and if either served personally or mailed by certified mail to the member - 18 - I . . agencies. - Section 29a SEVERABILITY If any one or more of .the terms, provisions, promises, covenants or conditions of this agreement shall by any extent by adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Section 33a MODIFICATION OF AGREEMENT This agreement shall contain all the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies. Section 2 SUCCESSION The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 455% APPROVAL This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Establishment Document. IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, Attest: City Clerk Attest: By Mayor . . . LEUCADIA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTRICT ‘BY President BUENA SANITATION DISTRICT BY Chairperson ENCINITAS SANITARY DISTRICT Approved as to form: BY President JAC Counsel . - 20 - . . . , * - EXHIBIT B PHASE IV COST ALLOCATION 1. Phase IV cost shall be allocated as follows: a. b. C. d. e. f. g- All costs shall be allocated by unit process and among flow, BOD, and suspended solids in the manner recommended for revenue programs by the State Water Resources Control Board. The replacement value of the existing Unit I and Unit J facilities at the mid-point of construction (projected ENRLA of 6465) shall be determined. In determining replacement value, grant funding shall be included except for the grant funding used to pay for the woversized" portion of "oversizedm items (i.e., items sized or undertaken for the ultimate site capacity, such as site grading and paving, piping, etc.). Dollar ownership of the existing facilities shall be determined by multiplying existing ownership percentages times the replacement values determined in step b. The cost of the proposed Phase IV facilities at the midpoint of construction (projected ENRLA of 6465) shall be estimated by the design engineer. The total value of the EWPCF following construction of Phase IV shall be estimated by adding the replacement value of the existing facilities (determined in step b) to the estimated cost of the Phase IV project (determined in step d). Needed dollar ownership of the EWPCF following construction of Phase IV shall be determined by multiplying the revised Unit I liguid and solids and Unit J ownerships (determined in Exhibit A of the Thirty-Ninth Supplement) by the total value of the EWPCF following construction of Phase IV (determined in step e). Phase IV cost allocations shall be calculated by subtracting existing dollar ownerships (determined in step c) from needed dollar ownerships following construction,of Phase IV (determined in step f). Credits and buyings for existing facilities are automatically included in this calculation and need not be calculated separately: however, the dollar values of each are included below for background. - 21 - . Lb c” , - Estimated Phase IV cLIt allocations in dollars a. , percent Of total , '" are as follows: EJcisting Ownership, Projected Cwnership foltouing Phase IV Construction. S Estimated Effective Phase IV Cost C&i t/Buying s x S Vista 22,739,OOO 28,938,OOO 6,19+,000 11.44 (5,455,000) Car Lsbad 20,585,OOO 33,216,OOO 12,631,oOO 23.31 ( 745,000) Leucadia 13,314,ooo 27,297,OOO 13,983,OOO 25.81 2,916,OOO San Marcos 14,099,000 27,105,OOO 13,006,000 24.01 2,091,ooo BVWM 4,436,000 11,020,500 6,584,5OO 12.15 2,023,oOO Encinitas 4.694.000 6.470.500 1.776.500 3.28 ( 830,000) Total 79,867,ooo 134,047,ooo 54,180,OOo 100.00 0 Final Phase IV cost allocations will be determined following completion of Phase IV construction and will use the actual project costs spread according to the final engineer's estimate instead of the current engineer's estimate in steps d through g above. Actual ENFGA at mid-point of construction will be substituted for the projected value in step b. - 22 - 1 c . - REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered into this day of 19 by and among (hereifter VISTA), the CITY OF VISTA, a general law city the CITY OF CARLSBAD, a general law city (hereafter CARLSBAD), the ,BUENA SANITATION DISTRICT, a County Sanitation District (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the Encinitas Sanitary District, a Sanitary District (hereafter ENCINITAS). . RECITALS WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service areas and are authorized to contract with other parties for the provision of such services: and WHEREAS, on July 13, 1961, VISTA and CARLSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, construct and operate a Joint Sewer System;. and WHEREAS, the Basic Agreement provided that other municipal corporations and public districts or agencies may become parties to the Basic Agreement, thereby becoming members of the joint powers authority: and - WHEREAS, on January 6, 1964, joint powers authority and acquired rights in the Joint System: and WHEREAS, on March 22, 1965, became a member of the joint powers BUENA became a member of the certain interests and capacity VALLECITOS (then San Marcos) authority and acquired certain ..- interests and capacity rights in the Joint System: and WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS became members of the joint powers authority and acquired certain interests and capacity rights in the Joint System: and WHEREAS, it is the desire of the parties hereto to (a) continue functioning through a joint powers authority and (b) modify and condense the enabling legal documents for the joint powers authority by entering into a Revised Basic Agreement pursuant to Article 1, Chapter 5, Division 7, Title 1 of California Government Code relating to the joint exercise of powers, for the purposes of planning, designing, owning, operating, JEH/SY~:\DMS\G~(IC~WO~.W September 6, 1991 -10 I . . and maintaining a joint sewer system and concurrently establishing, by separate agreement, the Encina Wastewater Authority (formerly the Encina Administrative Agency). NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: Section 1 DEFINITIONS For the purposes of this agreement the following terms shall have the meanings indicated: 1.1 Joint Advisorv Committee (JACL. A committee composed of representatives of the member agencies that advises both the member agencies and the Operator/Administrator on issues relating to the Joint System. 1.2 Joint System. The Encina Water Pollution Control Facility (Unit I) and the Encina Ocean Outfall (Unit J), including all related land, rights of way, and appurtenances. 1.3 Member Agencies. The six members of the Encina Wastewater Authority: Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas. 1.4 Ooerator/Administrator. The public agency designated by the member agencies as being responsible for operating, maintaining, and administering the Encina Joint System. Since August 1, 1988, the Operator/Administrator has been the Encina Wastewater Authority. Section 2 JOINT PARTICIPATION The member agencies shall participate jointly in the planning, design, acquisition, construction, ownership, operation, maintenance and use of the Joint System (including any future expansions thereof), and shall pay for such activities as hereinafter specified. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existins Service Area. The area to be served by the Joint System in shown on Exhibit A, which is attached hereto and made a part of this Revised Basic Agreement by reference. Areas lying outside a member agency's legal boundary but inside that member agency's Exhibit A service area may be served by the member agency, providing the member agency provides assurance in the form of a legally binding agreement that these discharges will meet all applicable rules and regulations. Any wastewater received from outside a member agency's legal boundary pursuant to such agreement shall be regarded as the wastewater of the member agency for the purposes of billing, capacity, and source control. JEH/SYS:\DMS\GvM\OOO2409.WP September 6, 1991 -2- 3.2 Revisions to the Service Area. Areas lying outside the Exhibit A service areas of the member agencies may be served, provided such areas are annexed by a member agency. Notification of such annexations must be made in writing to the Joint Advisory Committee so that Exhibit A can be modified as appropriate. Member agencies can also request alteration of their Exhibit A service areas: such modifications must be approved in writing by all member agencies, as evidenced by receipt of resolutions from the governing bodies of all member agencies. Member agencies whose Exhibit A service areas are enlarged shall be responsible for providing adequate capacity. 3.3 Prohibition on Discharges from Outside the Exhibit A Service Area. Each member agency agrees that it will neither permit nor knowingly countenance the use of the Joint System, directly or indirectly, for the disposal of wastewater originating outside of its legal boundary except in the above manner, extent and conditions. Section 4 ENLARGEMENT OF THE JOINT SYSTEM Any member agency having first obtained the Carlsbad and Vista, may at its sole cost and expense portion of the Joint System in which it is the owner consent of enlarge any of capacity rights and any increased capacity in such unit or portion resulting from such enlargement shall belong to the member agency paying the cost and expense thereof. No member agency shall unreasonably withhold consent to such enlargement. Any such enlargement shall be constructed in accordance with plans and specifications approved by Carlsbad and Vista. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protection of the Joint Svstem. The Joint System shall not be used by any member agency for any purpose other than the conveyance, treatment or disposal of wastewater which shall be construed to mean domestic sewage and trade wastewaters. Each member agency shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type and condition of wastewater permitted to be discharged into the sewers under its control and shall prohibit the discharge of any wastewater which would be detrimental to the Joint System. Such ordinances, resolutions, rules and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administrator's industrial pretreatment regulations. 5.2 Prohibitions. No member agency shall allow excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Joint JEH/SYs:\DMS\GVM\DOO2409.WP September 6,199l -3- System without the consent of all other member agencies. No member a.gency shall authorize a discharge from any groundwater cleanup site unless the discharge is authorized in advance by the Operator/Administrator. Section 6 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGEMENT) Each member agency shall own and enjoy a perpetual right to use its Joint System capacity in the proportions set forth immediately below herein. No member agency shall in any way grant, encumber, limit or restrict its interest in any part of the Joint System for any purpose other than the treatment and disposal of wastewater, or use the Joint System or any part thereof to a greater percentage than its capacity rights, except as set forth in Sections 9.4 and 9.5, without the prior written consent of the other member agencies, provided that no such excessive use without written consent shall be construed as a waiver of capacity rights by any member agency. Section 7 CAPACITY MONITORING Each member agency shall participate in a joint flow metering system, operated and administered by the Operator/Administrator, and facilitate such measurements of flow into the Joint System as needed for billing purposes and to verify that each agency is within its capacity rights. This metering system shall be maintained according to a separate agreement executed by the Operator/Administrator and the member agencies. Section 8 ACQUISITION/SALE OF EXCESS CAPACITY In the event that any member agency hereafter requires additional capacity in the Joint System and capacity is available from another member agency, the capacity may be licensed, leased or purchased as necessary. Such lease or purchase shall be on terms as are hereafter agreed upon by the member agencies involved. In the event an inter-agency capacity agreement is adopted, the Joint Advisory Committee shall be notified in writing. Licensing, lease or purchase shall be subject to the terms and conditions established in Sections 9.4 and 9.5. JEH/SYS:\DMS\GVMjOOO2409.%VF’ September 6, 1991 -4- ,- - Section 9 CAPACITY RIGHTS IN UNITS 9.1 Existing Capacity. Subject to Section 9.2 hereof, until the completion of Phase IV construction, the capacity rights shall be as follows: Unit I MGD -- % Unit J e MGD -- % VISTA 6.75 30.00 5.97 20.22 CARLSBAD 5.72 25.40 8.15 27.61 LEUCADIA 3.75 16.67 4.98 16.89 VALLECITOS 4.00 17.78 5.05 17.12. BUENA 1.03 4.59 3.16 10.71 ENCINITAS 1.25 5.56 2.20 7.45 TOTAL 22.5 100.00 29.51 100.00 Capacity rights in Unit I (Treatment Plant) are based on average daily flow at full secondary treatment. Capacity rights in Unit J (Ocean Outfall) are based on average daily flow to the outfall. This capacity rating assumes that the wet weather peaking factor on the flows to Unit J (including treated flows from Unit I and reclamation failsafe flows) shall continue to be less than 2.00, and all the member agencies agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit 'IJ'l remains below 2.00. 9.2 ALLOCATION OF INTERIM OWNERSHIP AND CAPACITY IN UNIT L Interim Unit I (Liquid and Solids) ownerships as of July 1, 1990 durinq construction of Phase IV and based on 50%,completion, shall be as follows: LIQUID AGENCY CAPACITY (MGD) OWNERSHIP % VISTA 6.39 26.18 CARLSBAD 6.23 25.53 BUENA 1.33 5.44 VALLECITOS 4.72 19.36 LEUCADIA 4.44 18.21. ENCINITAS 1.29 5.28 TOTAL 24.40 100 SOLIDS CAPACITY (MGDL 7.14 6.94 1.93 5.25 5.21 1.44 27.90 OWNERSHIP % 25.59 24.86 6.92 18.81 18.67 5.15 100 JEH/SYS:\DMS\GVM\0002409.WP September 6, 1991 -5- 9.3 Post Phase IV Construction Capacitv. Upon completion of Phase IV construction, capacity rights shall be as follows: Unit I Unit J Liquid Solids Disposal MGD -- % MGD -- % MGD -- % VISTA: 8.05 22.36 8.05 21.18 8.05 21.18 CARLSBAD: 9.24 25.67 9.24 24.32 9.24 24.32 BUENA: 2.26 6.28 3.51 9.24 3.51 9.24 VALLECITOS: 7.54 20.94 7.54 19.84 7.54 19.84 LEUCADIA: 7.11 19.75 7.86 20.68 7.86 20.68 ENCINITAS: 1.80 5.00 1.80 4.74 1.80 4.74 TOTAL 36.0 100.00 38.0 100.00 38.0 100.00 The total disposal capacity of Unit J shall be 38.0 MGD average daily flow. This capacity rating assumes that the wet weather peaking factor on the flows to Unit J shall continue to be less than 2.13, and all the parties hereto agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit J remains below 2.13. 9.4 Interim Capacitv Infrinsement. During the period of interim Unit I ownership and capacity allocations prior to Phase IV completion, as described in Section 9.2 above, the Member Agencies agree that when any Member Agency's Unit I flows exceed its interim capacity allocation for the treatment of solids, liquids, or both, for any continuous three-month period, such Member Agency shall purchase temporary capacity equal to such excess from all of the Member Agencies with such unused capacity rights on a pro rata basis. Such flows shall be based on measured (ADS) flows, to the maximum extent feasible. The use of capacity on a temporary basis shall be paid for based upon the August 1988 Capacity Management Report calculation allocating 50 percent of the value of the available capacity to the treatment of solids and 50 percent to the treatment of liquids, for a total value of $72,500 per mgd per year. 9.5 Post Phase IV Casacitv Infrinsement. Following Phase IV completion, the member agencies agree to make available up to 5 percent of their respective shares .of Encinals total capacities, as set forth in Section 9.3, through a reserve capacity pool, in accordance with the following terms and conditions: a. Flow Calculation. For the purposes of calculating payments due for licensing under this section, flows shall be based on measured (ADS) flows, to the maximum extent feasible. Solids loading flows shall be based on the total flow originating within each member agency. Voting rights, as described in Section 12 shall be in no way affected by temporary use of reserve capacity JEH/SYs:\DMS\G~OOO24O!XW September 6, 1991 -6- under this section. Total Reserve Capacity is the total capacity shown in paragraph (g), below. b. Monitorins of Capacitv Demand. Each agency shall provide monthly reports to EWA regarding future capacity committed, based upon its acceptance of applications for or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is available to the applicant or project, or which enforceably or practically commit the agency to provide future sewer service. Reports shall be submitted in such form as the Board of EWA may require. Before the measured and committed flows reach 75% of Encinals total capacity (per Section 9.3), the EWA shall initiate a program to ensure adequate capacity to meet projected needs. C. Excess Use a Trespass. Any use of capacity in excess of 95% of their respective share of Encinals total capacity (per Section 9.3) plus 50% of the Total Reserve Capacity, or otherwise in violation of this section, shall be considered a trespass. At the request of any member agency, EWA shall, and is hereby authorized to specifically enforce the terms of this section (Section 9.5) against a member agency or agencies on behalf of the remaining member agencies, including through commencement of a proceeding at law or equity. The parties agree that specific enforcement is a proper remedy in that payment of damages is not an adequate remedy for the potential losses to any member agency resulting from the loss of capacity. For example, replacement of capacity may be impractical and the consequences for the economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such action or actions by EWA, and waives any right it may have to further approval of such actions under the joint powers agreement creating and establishing EWA. In addition to any injunctive relief, EWA may seek consequential damages on behalf of the remaining member agencies. In any such action, the prevailing party shall be entitled to attorney's fees and costs. d. Indemnitv and Hold Harmless. In addition to payment of the amount specified herein, each agency agrees to indemnify, defend and hold harmless the EWA and the other member agencies for any claim, demand, cost, penalty, fine or damage (including reasonable attorney's fees and costs of investigation), arising out of its violation of this section, whether resulting from the agency's active or passive, negligent or intentional act or failure to act to prevent a violation, and notwithstanding the active or passive negligence of those member agencies which are in compliance with the provisions of this section. e. License Pavments. When any member agency's flows exceed 100% of its capacity allocation for the treatment of solids, and/or treatment and/or disposal of liquids, for any continuous three-month period, such member agency shall pay for the use of such capacity from the reserve capacity pool in accord with the JEH/SYs:\DMS\GVM\C@O24O!LWP September 6, 1991 -7- schedule of values, as adjusted each July 1 (commencing in July 1991) by updating the facility spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRLA construction cost index, as follows: (1) Any portion of reserve up to 50% of Total Reserve Capacity: $ 84,300 per MGD of Unit I liquid capacity per year $133,500 per MGD of Unit I solids capacity per year $ 36,000 per MGD of Unit J capacity per year (2) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation of this section. In addition to any other remedy provided herein, or available to EWA or the member agencies, an agency shall pay for such use: $140,500 per MGD of Unit I liquid capacity per year $222,500 per MGD of Unit I solids capacity per year $ 60,000 per MGD of Unit J capacity per year Payments to member agencies with unused reserve shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account. f. Restrictions on Use Over 40% of Reserve. If at any time any agency shall have enforceably or practically committed to provide future sewer service which, when added to its then existing actual flows, equals 95% of its allocated capacity (per Section 9.3) plus 40% of the Total Reserve Capacity, such agency shall: 1. Immediately halt the acceptance or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is the agency to provide future sewer service. 2. Immediately inform EWA, in writing, that it has reached this threshold, of the actions it has taken to implement (e) (1) above, and of its intention to present a plan to EWA, within 30 days, for capacity management to prevent the agency from exceeding use of 50% of the Total Reserve Capacity. -8- JEH/SYS:\DMS\GVM\OOO24O!AWP September 6, 1991 ,- cl- Reserve Caoacitv. Upon completion of Phase IV construction, reserve capacity shall be as follows: Unit I Unit J Liquid Solids Disposal MGD -- % MGD -- % MGD -- % VISTA: .40 22.36 .40 21.18 .40 21.18 CARLSBAD: .46 25.67 .46 24.32 .46 24.32 BUENA: . 11 6.28 .I8 9.24 .I8 9.24 VALLECITOS: .38 20.94 .38 19.84 .38 19.84 LEUCADIA: .36 19.75 .39 20.68 .39 20.68 ENCINITAS: .09 5.00 .09 4.74 .09 4.74 . TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00 h. Sole Method of Allocation. No agency shall provide capacity to any other member agency except pursuant to this section without the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporary basis to an agency which has used the maximum reserve capacity authorized by this section if: (1) such arrangement provides for payments at rates not less that the maximum reserve capacity rate per paragraph (e)(2), above: and (2) the capacity so provided does not reduce the Total Reserve Capacity available. Section 10 DEFINITION OF PHASE IV COMPLETION For purposes of Phase IV capacity allocated under Section 9, "completiontl is defined as the time when the entire additional treatment train is available for use in compliance with regulatory permits (NPDES APCD, etc.) and the Western Summit/TIC construction contract. Section 11 CAPACITY RIGHTS FOR RECLAMATION 11.1 Future Reclamation. Any member agency, at its own expense, may, and shall have the right to, reclaim water from any wastewater in the Joint System which emanates within the jurisdiction of the respective member agency. And, subject to the following limitations, each member agency shall have the right to install facilities for the reclamation of water from wastewater. Any proposed reclamation shall require the approval of all the member agencies in the event that the proposed reclamation facility is designed and/or constructed such that (i) any solids or non- treated effluent from any such facility may be discharged into Unit I of the Joint System and/or (ii) any reclaimed water may be discharged into Unit J of the Joint System. Such approval shall not be withheld unless the use of the proposed reclamation facility fl would adversely affect one or more of the member agencies and the reclaimer cannot reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the JEH/SYS:\DMS\GvM\0002409.WP September 6, 1991 -9- - member agencies as to the geographic location of a reclamation facility constructed solely within the boundaries of any member agency. 11.2 Existing Reclamation. Section 11.1 above pertains to all future reclamation facilities. Currently constructed facilities may be operated to their capacity without further action by owners. The current reclamation facilities and capacities are as follows: ENTITY RECLAMATION FACILITY CAPACITY CARLSBAD Calavera Hills LEUCADIA Gafner VALLECITOS Meadowlark BUENA Shadowridge 1.20 MGD 0.75 MGD . 2.00 MGD 1.16 MGD Section 12 JOINT ADVISORY COMMITTEE The member agencies have created a Joint Advisory Committee (JAC) to advise the member agencies and the Operators Administrator. JAC shall continue in this advisory role. 12.1 Powers. Recommendations of JAC shall be advisory only. The JAC shall have the following responsibilities: 12.1.1 To review the operation and maintenance of the Joint System, including the cost thereof, and make reports and recommendations to the governing bodies of the member agencies; 12.1.2 To review and make recommendations regarding proposed expansion, enlargements or modifications of the Joint System to the governing bodies of the member agencies: and 12.1.3 To review and make recommendations regarding contracts, budget matters, regulations, policies, permits and other documents and issues as appropriate to the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all the member agencies when made to the Operator/ Administrator and made in accordance with the voting rights and percentages set forth below in Section 12.4.4. 12.2 Representation on JAC. JAC shall be constituted by two appointed representatives from each member agency I with one alternate for each appointed representative. JAC representatives may, but need not, be members of the governing . bodies of the member agencies. 12.3 Officers of JAC. JAC shall elect its own officers, which shall include a Chairman, Vice-Chairman, and Secretary. The Chairman and Vice-Chairman shall be JAC JEH/SYs:\DMS\GvM\OCJ’.WB.WP September 6, 1991 - 10 - representatives and the Secretary may, but need not, be a JAC representative. 12.4 Meetinas of the JAC. 12.4.1 Regular Meetings. The JAC shall provide for its regular meetings: provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be established by JAC. 12.4.2 Ralph M. Brown Act. All meetings of the JAC, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 12.4.3 Minutes. The JAC Secretary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be forwarded to each JAC representative. 12.4.4 Vote. The total vote of all members of the JAC shall equal 100%. When voting on a matter involving the Treatment Plant (Unit I) or the Ocean Outfall (Unit J), each JAC representative's percentage vote shall equal one-half of the percentage of that unit's capacity owned by the representative's agency. If only one of an agency's representatives is present, this representative's percentage vote shall equal the total percentage of that unit' s capacity owned by the representative's agency. If both representatives are absent, each alternate shall have a percentage vote equal to one-half of the percentage capacity of the alternate's member agency: provided, however, at any JAC meeting where any member agency is represented by only one alternate, the alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he/she represents. 12.5 Rules. JAC shall adopt rules and regulations for the place, time and conduct of JAC meetings. 12.6 Pavment for Attendance. The Operator/ Administrator (or, if requested by the appointing member agency, that member agency as to its representatives) shall pay each representative (or alternate who attends a meeting by reason of the absence of a representative) an attendance fee of twenty-five ($25.00) for each JAC meeting, provided that such payment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. 12.7 Assistance from the Operator/Administrator. The Operator/Administrator shall provide supplies and clerical and secretarial help for JAC. The cost of such supplies and assistance shall be considered part of the expense of operating and maintaining the Joint System. JEH/SYs:\DMS\GvM\O.WP September 6, 1991 - 11 - - Section 13 OPERATOR/ADMINISTRATOR The Joint System shall be maintained and operated by any one of the parties hereto, or by another Public Agency, which party or other public agency shall be known as the Operator/ Administrator. 13.1 General Duties. 13.1.1 Joint System. The Operator/ Administrator shall maintain and operate the Joint System, and shall preserve it in good repair and working order, all in accordance with recognized sound engineering and accounting practices and local, state, and federal laws and regulations. 13.1.2 Pump Stations. The Operator/ Administrator also shall operate and maintain, at the expense of the Cities of Vista and Carlsbad, the Agua Hedionda and Buena Vista Pump Stations (formerly Units B and C of the Joint System) within an annual budget prepared by the Operator/Administrator and approved by Vista and Carlsbad. 13.1.3 Other Facilities. The Operators Administrator shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by JAC and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities. 13.2 Desianation and Specific Powers. Effective August 1, 1988, the member agencies created a public agency known as the Encina Wastewater Authority (EWA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to serve as the Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. The organization, administration, rules, and specific powers of the EWA shall be as set forth in the Revised Establishment Document establishing the EWA. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. Section 14 BUDGETING AND ACCOUNTING 14.1 Annual Budgets. Annually, the Operator/ Administrator shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital improvement program budget (hereafter referred to as the capital budget.) The budgets shall be prepared in accordance with generally accepted accounting principles. JEH/SYS:\DMS\GVM/0002409.WP September 6, 1991 - 12 - 14.1.1 Preparation of Estimated 0 & M Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the (a) amount of money required to operate, maintain and administer the Joint System during the ensuing fiscal year, and (b) the proportionate amount to be paid by each member agency. Such estimate shall be based on the total operation, maintenance, and administration costs during the current fiscal year as such costs are set forth in the current approved budget for the Joint System. 14.1.2 Approval of Estimated 0 & M Budget. Each estimated 0 &I M budget adopted by the Operator/Administrator shall be forwarded to the JAC for consideration and for submission to the member agencies for approval. The Operator/ Administrator's estimated 0 & M budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated 0 & M budget shall constitute merely a proposed budget, subject to consideration or revisions. The 0 & M budget shall be considered separately from the capital budget and may be approved independently. In the event a proposed budget is not approved, the Operator/Administrator shall continue to operate using the 0 & M budget figures from the previous fiscal year. 14.1.3 Prepaid 0 & M Contributions. Each member agency shall prepay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 16 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the annual cost of operation, maintenance, and administration for the following quarter as estimated in Section 16. Provided, however, the last invoice for each fiscal year may be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses for the full year and the estimated total amount and strength of wastewater received from each member agency. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shall be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be billed by the Operator/Administrator and shall pay for the deficiency within 15 days. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 14.1.4 Actual 0 & M Contributions. The member agencies agree to contribute from their treasuries the actual JEH/SYS:\DMS\GVM/O409.WP September 6, 1991 - 13 - annual costs of the Joint System as divided among the member agencies pursuant to Section 17 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for the performance of budgeted 0 & M work, and (3) the salaries and wages of all Operator/ Administrator employees providing such services, including vacations and sick leave benefits, workers' compensation, social security and retirement payments, and health insurance. Such costs shall be paid out of the funds deposited with the Operator/Administrator by the member agencies: provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to Pay their proportionate shares of operation, maintenance, and administration of the Joint System. 14.1.5 Preparation of Estimated Capital Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the amount of money required for capital improvement projects during each of the next five fiscal years and over the next twenty years. The estimated capital budget shall show the estimated amount to be paid by each member agency. Such estimate shall be based on existing and/or projected ownership as appropriate. 14.1.6 Approval of EstimatedCapital Budget. Each estimated capital budget adopted by the Operator/ Administrator shall be forwarded to the JAC for consideration and for submittal to the member agencies for approval. The Operator/ Administrator's estimated capital budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated capital budget shall constitute merely a proposed budget, subject to consideration or revisions. The capital budget shall be considered separately from the 0 & M budget and may be approved independently. 14.1.7 Prepaid Capital Contributions. Each member agency shall prepay its actual portion of the capital costs except as noted in Section 18 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the actual estimated capital costs except as otherwise specified in Szztion 18, Any capital funds remaining at the end of the fiscal year shall be retained and credited toward the member agencies for the following fiscal year. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. JEH/SYS:\DMS\GvM\OOO24O!XWP September 6, 1991 - 14 - 14.1.8 Actual Capital Contributions. The member agencies agree to contribute their actual capital costs pursuant to Section 18 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for capital improvement of the Joint System and (2) all contracts let by the Operator/Administrator for the performance of capital improvement projects. Provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of the capital expenses of the Joint System. Section 15 ASSISTANCE TO OPERATOR/ADMINISTRATOR When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all services and duties it is to perform under the terms of this Revised Basic Agreement. Section 16 RIGHTS OF WAY AND LAND ACQUISITIONS The Operator/Administrator and/or any of the member agencies mayI as agreed upon in writing by all the member agencies, act on behalf of the member agencies in acquiring lands and rights of way necessary for the operation, maintenance, ownership, and use of the Joint System. Section 17 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 17.1 Allocation of Expenses. All operation, maintenance, and administration expenses for Units I and J of the Joint System, hereafter referred to as 0 & M expenses, shall be paid by each member agency based on each member agency's percentage of ownership and usage in these units. For the purposes of this section the following definitions shall apply: ttusagett shall mean the costs for power, chemicals, maintenance, and other sewage treatment, solids handling and disposal processes which result from wastewater entering Unit I or Unit J; ttownershiptt shall mean the costs for insurance, administration expenses, laboratory expenses, plant operations, services, and maintenance, and other wastewater collection and treatment, solids handling and effluent disposal costs which are incurred irrespective of the amount of wastewater which enters Unit I or Unit J. 17.2 Payment Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and administration expenses in accordance with Section 13.1 of this Revised Basic Agreement. 17.3 Revenue from Bv-Products. Any revenue received from the sale of fertilizer or other by-products arising out of the JEH/SYS:\DMS\GVhQNO2409.WP September 6, 1991 - 15 - operation of the Joint System shall be apportioned to each member agency in the same proportion as their share of the 0 b M expenses for‘the Joint System in the year in which the revenue is received. Section 18 PAYMENT OF CAPITAL EXPENSES 18.1 Allocation of Exoenses. Unless otherwise specified herein, capital expenses shall be allocated based on existing or projected Unit I or Unit J ownership as appropriate. Exceptions are as follows: 18.1.1 Phase IV Expansion. Phase IV capacity and costs are allocated according to the methodology shown in Exhibit B, attached hereto and made part of this Revised Basic Agreement by reference. 18.1.2 Joint Flow Metering System. Each member agency is responsible for the capital expenses of meters and monitors serving its respective service area. Capital expenses for the monitors serving the entire Exhibit A service area shall be paid on the basis of Unit J flow. 18.1.3 Encina Sewage solids Management Program. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 18.1.4 Additional Land/Right of Way Acquisition. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 18.2 Pavment Schedule. Unless otherwise specified herein, capital expenses shall be prepaid on a quarterly basis. Exceptions are as follows: 18.2.1 Phase IV Expansion, Phase IV contract expenses approved by EWA shall be paid once a month based on invoices from the contractor, the design engineer, and the construction manager. The payments will vary over the duration of the job. The Operator/Administrator shall notify the member agency financial representatives of the amounts needed following receipt of each month's invoices. Final project payments shall be adjusted as described in Exhibit B. 18.2.2 Encina Sewage Solids Management Program. All expenses shall be paid in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. JEH/SYs:\DMS\GvM\O.WP September 6,199l - 16 - .I 18.2.3 Additional Land/Right of Way Acquisition. All expenses shall be paid in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 18.2.4 Other Capital Expenses. On occasion, capital expenses may occur earlier in the fiscal year than would allow for regular quarterly billing. If regular quarterly billings do not provide needed capital early enough during the fiscal year, supplemental capital billings shall be sent to the member agencies. In such cases, the Operator/Administrator will notify the member agency financial representatives as far in advance as possible. Section 19 SETTLEMENT OF DISPUTE OR CONTROVERSY 19.1 Risht to Arbitration. Should any dispute or controversy arise in connection with the books, records or accounts of any member agency or in connection with the acquisition, construction, maintenance, operation repair, reconstruction or enlargement of the Joint System or in connection with any of the affairs or operation thereof, or the execution of this agreement, the governing bodies of member agencies that are affected by such dispute may elect to arbitrate the dispute or controversy in accordance with this section. In the event of such election, the governing body of each member agency affected shall appoint or designate one disinterested person as an arbitrator. Said arbitrators so chosen, if an even number, shall designate an additional disinterested person to make an odd number of arbitrators. Said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The findings of fact approved by a vote of the majority of the members of the Board of Arbitrators shall be binding upon the affected member agencies. 19.2 Risht of Observation. The parties to any arbitration proceedings held under the provisions of this agreement shall notify every other member agency not a party thereto of such arbitration proceedings and any other member agency shall have the right to be represented at such proceedings by a member agency designated observer. 19.3 Right to Exoert Arbitration. Any controversy which can be determined by an engineer's or other expert's findings and which under this section could be submitted to arbitration may, if the parties thereto agree in writing to do so, be submitted to a named engineer or expert who shall be the sole arbitrator. Any such engineer shall be a member of the American Society of Civil Engineers. Any such engineer or expert shall be disinterested as required of arbitrators on an arbitration board. He shall proceed in the same manner provided herein for an arbitration board. JEH/SYS:\DMS\GvM\OOO2409.WF September 6, 1991 - 17 - Section 20 APPORTIONMENT OF LIABILITY Any liability incurred by the member agencies, which liability arises out of or in connection with the operation and/or maintenance of the Joint System, except for costs of improvements to such facilities and operating and maintenance costs, shall be discharged by payment by each member hereof in proportion to their respective ownership in the facilities at the time of the incident which results in the liability. Section 21 NOTICES Notices required or permitted under this Revised Basic Agreement shall be sufficiently given if in writing and if either served personally or mailed by certified mail to the member agencies. Section 22 SEVERABILITY If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent by adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Section 23 MODIFICATION OF AGREEMENT This agreement shall contain all the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies. Section 24 SUCCESSION The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 25 APPROVAL This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Establishment Document. JEH/SYs:\DMS\GvM\0002409.WF’ September 6, 1991 - 18 - -- - IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, Attest: City Clerk Attest: City Clerk \ LEUCADIA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTRICT President BUENA SANITATION DISTRICT BY Chairperson ENCINITAS SANITARY DISTRICT . BY Mayor BY President JEH/SYS:\DMS\GVMjOOO24O!XWP September 6. 1991 - 19 - - -- 4 Approved as to form: BY JAC Counsel - 20 - JEH/SYS:\DMS\GVMjOOO24O%%‘P September 6, 1991 .) , -_/ + EXHIBIT B PHASE IV COST ALLOCATION 1. Phase IV cost shall be allocated as follows: a. b. C. d. e. f. 40 All costs shall be allocated by unit process and among flow, BOD, and suspended solids in the manner recommended for revenue programs by the State Water Resources Control Board. The replacement value of the existing Unit I and Unit J facilities at the mid-point of construction (projected ENRLA of 6465) shall be determined. In determining replacement value, grant funding shallbe included except for the grant funding used to pay for the ttoversizedtt portion of ttoversizedtt items (i.e., items sized or undertaken for the ultimate site capacity, such as site grading and paving, piping, etc.). Dollar ownership of the existing facilities shall be determined by multiplying existing ownership percentages times the replacement values determined in step b. The cost of the proposed Phase IV facilities at the midpoint of construction (projected ENRLA of 6465) shall be estimated by the design engineer. The total value of the EWPCF following construction of Phase IV shall be estimated by adding the replacement value of the existing facilities (determined in step b) to the estimated cost of the Phase IV project (determined in step d). Needed dollar ownership of the EWPCF following construction of Phase IV shall be determined by multiplying the revised Unit I liquid and solids and Unit J ownerships (determined in Exhibit A of the Thirty-Ninth Supplement) by the total value of the EWPCF following construction of Phase IV (determined in step e). Phase IV cost allocations shall be calculated by subtracting existing dollar ownerships (determined in step c) from needed dollar ownerships following construction of Phase IV (determined in step f). Credits and buyins for existing facilities are automatically included in this calculation and need not be calculated separately: however, the dollar values of each are included below for background. JEH/SYS:\DMS\G~0002409.WP September 6, 1991 - 21 - 1 T, Estimated Phase IV st allocations in dollars +~d percent of total are as Agency Vista Carlsbad Leucadia San Marcos Buena Encinitas Total follows: Existing Ownership, $- 22,739,OOO 20,585,OOO 13,314,ooo 14,099,000 4,436,ooo 4.694.000 79,867,ooo Projected Ownership Following Phase IV Construction, B 28,938,OOO 33,216,OOO 27,297,OOO 27,105,OOO 11,020,500 6.470.500 134,047,000 Estimated Phase IV Cost S % 6,199,OOO 11.44 12,631,OOO 23.31 13,983,OOO 25.81 13,006,OOO 24.01 6,584,500 12.15 1.776.500 3.28 54,180,OOO 100.00 Effective Credit/Buying S (5,455,OOO) ( 745,000) 2,916,OOO 2,091,OOO 2,023,OOO ( 830,000) 0 Final Phase IV cost allocations will be determined following completion of Phase IV construction and will use the actual project costs spread according to the final engineer's estimate instead of the current engineer's estimate in steps d through g above. Actual ENRLA at mid-point of construction will be substituted for the projected value in step b. - 22 - JEH/SYS:\DMS\GvM\0WP September 6, 1991 November 8, 1991 Encina Wastewater Authority 6200 Avenida Encinas Carlsbad, CA 92009 Attn: Richard W. Graff, General Manager Re: Encina Administrative Agency Name Change The Carlsbad City Council, at its meeting of November 5, 1991, adopted Resolution No. 91-354, approving an amendment to the Revised Establishment Document and the Revised Basic Agreement to change the name of the Encina Administrative Agency to the Encina Wastewater Authority. Enclosed for your records is a copy of Resolution No. 9-354, as well as a copy of the amendments to the Revised Establishment Document and Revised Basic Agreement. && Assistant City Clerk Encs. 1200 Carts-bad Village Drive - Carlsbad, California 92008-1989 - (619) 434-2808 B, - C ENCINA JOINT POWERS REVISED BASIC AGREEMENT ENCINA WASTEWATER AUTHORITY REVISED ESTABLISHMENT DOCUMENT WASTEWATER Encina Wastewater Authority Carlsbad, California NOVEMBER 1994 - - - - - - - - - REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM NOVEMBER 9, 1994 Ref: 9231 TABLE OF CONTENTS Page RECITALS . . . Section 1 1.1 1.2 1.3 1.4 1.5 Section 2 Section 3 3.1 3.2 3.3 Section 4 Section 5 5.1 5.2 Section 6 Section 7 Section 8 Section 9 9.1 9.2 . .... DEFINITIONS ..... ... . . . . . . .. Joint Advisory Committee iJACj : : : : : : : : Joint System ................. Member Agencies ............... Operator/Administrator ............ Biosolids . JOINT PARTICIPA+IGN' : : : : : : : : : : : : : AREA TO BE SERVED BY THE JOINT SYSTEM .... Existing Service Area ............ Revisions to the Service Area ........ Prohibition on Discharges from Outside the Exhibit A Service Area . ENLARGEMENT OF THE JOINT SYSTEM' : : : : : : : PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL ................... Protection of the Joint System ........ Prohibitions . . CAPACITY AND USE' bF' 'CAPACITY '(CAPACITY' INFRINGEMENT) CAPACITY MONITORING' : : : : : : : : : : : : : ACQUISITION/SALE OF EXCESS CAPACITY ..... CAPACITY RIGHTS IN UNITS ........... Unit I andUnit JCapacity. ......... Unit I Capacity Infringement. ........ ;: Flow Calculation ............. Monitoring of Capacity Demand ...... :: Excess Use a Trespass .......... Indemnity and Hold Harmless ....... e. License Payments ............. f. Restrictions on Use Over 40% of Reserve . g- Reserve Capacity ............. h. Sole Method of Allocation ........ Section 10 CAPACITY RIGHTS FOR RECLAMATION ..... 10.1 Future Reclamation .............. 10.2 Existing Reclamation ............. Section 11 JOINT ADVISORY COMMITTEE ........ 11.1 Powers .................... 11.2 Representation on JAC ........... 11.3 Officers of JAC 11.4 Meetings of the JAC ......................... 11.5 Rules ................... 11.6 Payment for Attendance ........... 11.7 Assistance from the Operator/Administrator . Section 12 OPERATOR/ADMINISTRATOR ........ 12.1 General Duties ............... 12.2 Designation and Specific Powers ...... Section 13 BUDGETING AND ACCOUNTING ....... 13.1 Annual Budgets ......... Section 14 ASSISTANCE TO OPERATOR/ADMIN;S%TOR' : Section 15 RIGHTS OF WAY AND LAND ACQUISITIONS . . 1 2 2 2 2 2 2 2 3 3 3 3 3 3 3 4 4 4 4 5 5 5 5 5 6 6 6 7 7 7 8 8 8 8 8 9 9 9 9 9 10 10 10 10 11 11 13 13 . , - Section 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES . . . . . . . . . . . . . . . 13 16.1 Allocation of Expenses . . . . . . . . . . . 13 16.2 Payment Schedule . . . . . . . . . . . . . . 13 16.3 Revenue from By-Products . 14 Section 17 PAYMENT OF CAPITAL EXPENSES : : : : : : 14 17.1 Allocation of Expenses . . . . . . . . . . 14 17.2 Payment Schedule . . . 14 Section 18 SETTLEMENT 0~ DISPUTE OR'CONTROVERSY' 1 15 18.1 Right to Arbitration . . . . . . . . . . . . 15 18.2 Right of Observation . . . . . . . . . . . 15 18.3 Right to Expert Arbitration 15 Section 19 APPORTIONMENT OF LIABILITY. : : : : : : 15 Section 20 NOTICES . . . . . . . . . . . . . . . . 16 Section 21 SEVERABILITY 16 Section 22 MODIFICATION OF AGREEMEN+ : : : : : : : 16 Section 23 SUCCESSION . . . . . . . . . . . . . . 16 Section 24 APPROVAL . . . . . . . . . . . . . . . 16 - - - - - - - REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM AS AMENDED EFFECTIVE NOVEMBER 9, 1994 THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered into this 17th day of December, 1990, by and among the CITY OF VISTA, a general law city (hereafter VISTA), the CITY OF CARLSBAD, a general law city (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, a County Sanitation District (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the Encinitas Sanitary District, a Sanitary District (hereafter ENCINITAS) . RECITALS WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service areas and are authorized to contract with other parties for the provision of such services: and WHEREAS, on July 13, 1961, VISTA and CARLSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, construct and operate a Joint Sewer System; and WHEREAS, the Basic Agreement provided that other municipal corporations and public districts or agencies may become parties to the Basic Agreement, thereby becoming members of the joint powers authority; and WHEREAS, on January 6, 1964, BUENA became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos) became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS became members of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and -l- . 7 - - - - WHEREAS, it is the desire of the parties hereto to (a) continue functioning through a joint powers authority and (b) modify and condense the enabling legal documents for the joint powers authority by entering into a Revised Basic Agreement pursuant to Article 1, Chapter 5, Division 7, Title 1 of California Government Code relating to the joint exercise of powers, for the purposes of planning, designing, owning, operating, and maintaining a joint sewer system and concurrently establishing, by separate agreement, the Encina Wastewater Authority. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: Section 1 DEFINITIONS For the purposes of this agreement the following terms shall have the meanings indicated: 1.1 Joint Advisorv Committee (JAC). A committee composed of representatives of the member agencies that advises both the member agencies and the Operator/Administrator on issues relating to the Joint System. 1.2 Joint Svstem. The Encina Water Pollution Control Facility (Unit I), and the Encina Ocean Outfall (Unit J) including all related land, rights of way, and appurtenances. 1.3 Member Asencies. The six members of the Encina Wastewater Authority: Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas. 1.4 Ooerator/Administrator. The public agency designated by the member agencies as being responsible for operating, maintaining, and administering the Encina Joint System. Since August 1, 1988, the Operator/Administrator has been the Encina Wastewater Authority. Biosolids. produceio5by the Primarily organic solid product, wastewater treatment processes, that can be beneficially recycled. Section 2 JOINT PARTICIPATION The member agencies shall participate jointly in the planning, design, acquisition, construction, ownership, operation, maintenance and use of the Joint System (including any future expansions thereof), and shall pay for such activities as hereinafter specified. -2 - Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existins Service Area. The area to be served by the Joint System is shown on Exhibit A, which is attached hereto and made a part of this Revised Basic Agreement by reference. Areas lying outside a member agency's legal boundary but inside that member agency's Exhibit A service area may be served by the member agency, providing the member agency provides assurance in the form of a legally binding agreement that these discharges will meet all applicable rules and regulations. Any wastewater or biosolids received from outside a member agency's legal boundary pursuant to such agreement shall be regarded as the wastewater or biosolids of the member agency for the purposes of billing, capacity, and source control. 3.2 Revisions to the Service Area. Areas lying outside the Exhibit A service areas of the member agencies may be served, provided such areas are annexed by a member agency. Notification of such annexations must be made in writing to the Joint Advisory Committee so that Exhibit A can be modified as appropriate. Member agencies can also request alteration of their Exhibit A service areas; such modifications must be approved in writing by all member agencies, as evidenced by receipt of resolutions from the governing bodies of all member agencies. Member agencies whose Exhibit A service areas are enlarged shall be responsible for providing adequate capacity. 3.3 P* A Service Area. Each member agency agrees that it will neither permit nor knowingly countenance the use of the Joint System, directly or indirectly, for the disposal of wastewater or biosolids originating outside of its legal boundary except in the above manner, extent and conditions. Section 4 ENLARGEMENT OF THE JOINT SYSTEM Any member agency having first obtained the consent of Carlsbad and Vista, may at its sole cost and expense enlarge any portion of Unit I or J of the Joint System in which it is the owner of capacity rights and any increased capacity in such unit or portion resulting from such enlargement shall belong to the member agency paying the cost and expense thereof. No member agency shall unreasonably withhold consent to such enlargement. any such enlargement shall be constructed in accordance with plans and specifications approved by Carlsbad and Vista. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protection of the Joint Svstem. The Joint System shall not be used by any member agency for any purpose other than the conveyance, treatment, reuse, or disposal of wastewater and its by-products. Wastewater shall be construed to mean domestic sewage and trade wastewaters. Each member agency shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type - - - - - -. - - - 3 - - - - - - - +- - - C . 1 and condition of wastewater permitted to be discharged into the sewers under its control and shall prohibit the discharge of any wastewater which would be detrimental to the Joint System, or to the use of by-products generated by the Joint System. Such ordinances, resolutions, rules and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administrator's industrial pretreatment regulations. 5.2 Prohibitions. No member agency shall allow excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Joint System without the consent of all other member agencies. No member agency shall authorize a discharge from any groundwater cleanup site unless the discharge is authorized in advance by the Operator/Administrator. Section 6 CAPACITY AND INFRINGEMENT) USE OF CAPACITY (CAPACITY Each member agency shall own and enjoy a perpetual right to use its Joint System capacity in the proportions set forth immediately below herein. No member agency shall in any way grant, encumber, limit or restrict its interest in any part of the Joint System for any purpose other than the treatment and disposal or reuse of wastewater and the management of wastewater treatment byproducts, or use the Joint System or any part thereof to a greater percentage than its capacity rights, except as set forth in Section 9 herein, without the prior written consent of the other member agencies, provided that no such excessive use without written consent shall be construed as a waiver of capacity rights by any member agency. Section 7 CAPACITY MONITORING Each member agency shall participate in a joint flow metering system, operated and administered by the Operator/Administrator, and facilitate such measurements of flow into the Joint System as needed for billing purposes and to verify that each agency is within its capacity rights. This metering system shall be maintained according to a separate agreement executed by the Operator/Administrator and the member agencies. Section 8 ACQUISITION/SALE OF EXCESS CAPACITY In the event that any member agency hereafter requires additional capacity in the Joint System and capacity is available from another member agency, the capacity may be licensed, leased or purchased as necessary. Such lease or purchase shall be on terms as are hereafter agreed upon by the member agencies involved. In the event an inter-agency capacity agreement is adopted, the Joint - 4 - , Advisory Committee shall be notified in writing. Licensing, lease or purchase shall be subject to the terms and conditions established in Section 9 herein. Section 9 CAPACITY RIGHTS IN UNITS 9.1 Unit I and Unit J Cauacitv. Capacity rights shall be as follows: Unit I Unit J Liquid Solids Disposal MGD -- % MGD -- % MGD -- % VISTA: 8.05 22.36 8.05 21.18 8.05 21.18 CARLSBAD: 9.24 25.67 9.24 24.32 9.24 24.32 BUENA: 2.26 6.28 3.51 9.24 3.51 9.24 VALLECITOS: 7.54 20.94 7.54 19.84 7.54 19.84 LEUCADIA: 7.11 19.75 7.86 20.68 7.86 20.68 ENCINITAS: 1.80 5.00 1.80 4.74 1.80 4.74 TOTAL 36.0 100.00 38.0 100.00 38.0 100.00 The total disposal capacity of Unit J shall be 38.0 MGD average daily flow. This capacity rating assumes that the wet weather peaking factor on the flows to Unit J shall continue to be less than 2.13, and all the parties hereto agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit J remains below 2.13. 9.2 Unit I Caoacitv Infrinaement. The member agencies agree to make available up to 5 percent of their respective shares of total capacities, as set forth in Section 9.1 through a reserve capacity pool, in accordance with the following terms and conditions: a. Flow Calculation. For the purposes of calculating payments due for licensing under this section, flows shall be based on measured (ADS) flows, to the maximum extent feasible. Solids loading flows shall be based on the total flow originating within each member agency. Voting rights, as described in Section 11 shall be in no way affected by temporary use of reserve capacity under this section. Total Reserve Capacity is the total capacity shown in paragraph (g), below. b. Monitorinq of Canacitv Demand. Each agency shall provide monthly reports to EWA regarding future capacity committed, based upon its acceptance of applications for or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is available to the applicant or project, or which enforceably or practically commit the agency to provide future sewer service. Reports shall be submitted in such form as the Board of EWA may require. Before the measured and committed flows - 5 - - - - - - . C 3 reach 75% of Encina's total capacity (per Sections 9.11, the EWA shall initiate a program to ensure adequate capacity to meet projected needs. C. Excess Use a TresDass. Any use of capacity in excess of 95% of their respective share of Encina's total capacity (per Section 9.1) plus 50% of the Total Reserve Capacity, or otherwise in violation of this section, shall be considered a trespass. At the request of any member agency, EWA shall, and is hereby authorized to specifically enforce the terms of this section (Section 9.3) against a member agency or agencies on behalf of the remaining member agencies, including through commencement of a proceeding at law or equity. The parties agree that specific enforcement is a proper remedy in that payment of damages is not an adequate remedy for the potential losses to any member agency resulting from the loss of capacity. For example, replacement of capacity may be impractical and the consequences for the economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such action or actions by EWA, and waives any right it may have to further approval of such actions under the joint powers agreement creating and establishing EWA. In addition to any injunctive relief, EWA may seek consequential damages on behalf of the remaining member agencies. In any such action, the prevailing party shall be entitled to attorney's fees and costs. d. Indemnitv and Hold Harmless. In addition to payment of the amount specified herein, each agency agrees to indemnify, defend and hold harmless the EWA and the other member agencies for any claim, demand, cost, penalty, fine or damage (including reasonable attorney's fees and costs of investigation), arising out of its violation of this section, whether resulting from the agency's active or passive, negligent or intentional act or failure to act to prevent a violation, and notwithstanding the active or passive negligence of those member agencies which are in compliance with the provisions of this section. flows exceed 10:; License Pavments. When any member agency's of its capacity allocation for the treatment of solids, and/or treatment and/or disposal of liquids, for any continuous three-month period, such member agency shall pay for the use of such capacity from the reserve capacity pool in accord with the schedule of values, as adjusted each July 1 (commencing in July 1991) by updating the facility spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRLA construction cost index, as follows: (1) Any portion of reserve up to 50% of Total Reserve Capacity: $ 84,300 per MGD of Unit I liquid capacity per year $133,500 per MGD of Unit I solids capacity per year $ 36,000 per MGD of Unit J capacity per year (2) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation of this section. In addition to any - 6 - - other remedy provided herein, or available to EWA or the member agencies, an agency shall pay for such use: $140,500 per MGD of Unit I liquid capacity per year $222,500 per MGD of Unit I solids capacity per year $ 60,000 per MGD of Unit J capacity per year Payments to member agencies with unused reserve shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account. f. Restrictions on Use Over 40% of Reserve. If at any time any agency shall have enforceably or practically committed to provide future sewer service which, when added to its then existing actual flows, equals 95% of its allocated capacity (per Section 9.1) plus 40% of the Total Reserve Capacity, such agency shall: 1. Immediately halt the acceptance or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is the agency to provide future sewer service. 2. Immediately inform EWA, in writing, that it has reached this threshold, of the actions it has taken to implement (e) (1) above, and of its intention to present a plan to EWA, within 30 days, for capacity management to prevent the agency from exceeding use of 50% of the Total Reserve Capacity. follows: g* Reserve CaDacitv. Reserve capacity shall be as Unit I Unit J Liquid Solids Disposal MGD -- % MGD -- % MGD -- % VISTA: .40 22.36 .40 21.18 CARLSBAD: .46 25.67 .46 24.32 BUENA: 11 6.28 18 9.24 VALLECITOS: 138 20.94 :38 19.84 LEUCADIA: .36 19.75 .39 20.68 ENCINITAS: -09 5.00 .09 4.74 .40 21.18 . 46 24.32 :38 18 19.84 9.24 .39 20.68 . 09 4.74 TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00 h. Sole Method of Allocation. No agency shall provide capacity to any other member agency except pursuant to this section without the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporary basis to an agency which has used the maximum reserve capacity authorized by this section if: (1) such arrangement provides for payments at rates not less that the maximum reserve capacity rate per paragraph (e) (2), above; and (2) the capacity SO provided does not reduce the Total Reserve Capacity available. . - - - -. - 7- . I , - - - - Section 10 CAPACITY RIGHTS FOR RECLAMATION 10.1 Future Reclamation. Any member agency, at its own expense, may, and shall have the right to, reclaim water from any wastewater in the Joint System which emanates within the jurisdiction of the respective member agency. And, subject to the following limitations, each member agency shall have the right to install facilities for the reclamation of water from wastewater. Any proposed reclamation shall require the approval of all the member agencies in the event that the proposed reclamation facility is designed and/or constructed such that (i) any solids or non- treated effluent from any such facility may be discharged into Unit I of the Joint System and/or (ii) any reclaimed water may be discharged into Unit J of the Joint System. Such approval shall not be withheld unless the use of the proposed reclamation facility would adversely affect one or more of the member agencies and the reclaimer cannot reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the member agencies as to the geographic location of a reclamation facility constructed solely within the boundaries of any member agency. 10.2 Existinq Reclamation. Section 10.1 above pertains to all future reclamation facilities. Currently constructed facilities may be operated to their capacity without further action by owners. The current reclamation facilities and capacities are as follows: RECLAMATION ENTITY FACILITY CARLSBAD Calavera Hills LEUCADIA Gaf ner VALLECITOS Meadowlark BUENA Shadowridge CAPACITY 1.20 MGD 0.75 MGD 2.00 MGD 1.16 MGD Section 11 JOINT ADVISORY COMMITTEE The member agencies have created a Joint Advisory Committee (JAC) to advise the member agencies and the Operator/ Administrator. JAC shall continue in this advisory role. 11.1 Powers. Recommendations of JAC shall be advisory only. The JAC shall have the following responsibilities: 11.1.1 To review the operation and maintenance of the Joint System, including the cost thereof, and make reports and recommendations to the governing bodies of the member agencies; 11.1.2 To review andmake recommendations regarding proposed expansion, enlargements or modifications of the Joint System to the governing bodies of the member agencies; and 11.1.3 To review and make recommendations regarding contracts, budget matters, regulations, policies, permits and other - 8 - . documents and issues as appropriate to the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all the member agencies when made to the Operator/ Administrator and made in accordance with the voting rights and percentages set forth below in Section 12.4.4. 11.2 Representation on JAC. JAC shall be constituted by two appointed representatives from each member agency, with one alternate for each appointed representative. JAC representatives may, but need not, be members of the governing bodies of the member agencies. 11.3 Officers of JAC. JAC shall elect its own officers, which shall include a Chairman, Vice-Chairman, and Secretary. The Chairman and Vice-Chairman shall be JAC representatives and the Secretary may, but need not, be a JAC representative. 11.4 Meetincrs of the JAC. 11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be established by JAC. 11.4.2 Ralph M. Brown Act. All meetings of the JAC, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 11.4.3 Minutes. The JAC Secretary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be forwarded to each JAC representative. 11.4.4 Vote. The total vote of all members of the JAC shall equal 100%. When voting on a matter involving the Treatment Plant (Unit I) or Unit J each JAC representative's percentage vote shall equal one-half of the percentage of that unit's capacity owned by the representative's agency. If only one of an agency's representatives is present, this representative's percentage vote shall equal the total percentage of that unit' s capacity owned by the representative's agency. If both representatives are absent, each alternate shall have a percentage vote equal to one-half of the percentage capacity of the alternate's member agency; provided, however, at any JAC meeting where any member agency is represented by only one alternate, the alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he/she represents. 11.5 Rules. JAC shall adopt rules and regulations for the place, time and conduct of JAC meetings. 11.6 Pavment for Attendance. The Operator/ Administrator (or, if requested by the appointing member agency, that member agency as to its representatives) shall pay each - - - - - - - - 9 - . . representative (or alternate who attends a meeting by reason of the absence of a representative) an attendance fee of twenty-five ($25.00) for each JAC meeting, provided that such payment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. - - - - - 11.7 Assistance from the Ooerator/Administrator. The Operator/ Administrator shall provide supplies and clerical and secretarial help for JAC. The cost of such supplies and assistance shall be considered part of the expense of operating and maintaining the Joint System. Section 12 OPERATOR/ADMINISTRATOR The Joint System sha ll be maintained and operated by any one of the parties hereto, or bY another Public Agency, which party or other public agency shall be known as the Operator/ Administrator. 12.1 General Duties. 12.1.1 Joint System. The Operator/ Administrator shall maintain and operate the Joint System, and shall preserve it in good repair and working order, all in accordance with recognized sound engineering and accounting practices and local, state, and federal laws and regulations. 12.1.2 Pump Stations. The Operator/ Administrator also shall operate and maintain, at the expense of the Cities of Vista and Carlsbad, the Agua Hedionda and Buena Vista Pump Stations (formerly Units B and C of the Joint System) within an annual budget prepared by the Operator/Administrator and approved by Vista and Carlsbad. 12.1.3 Other Facilities. The Operator/ Administrator shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by JAC and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities. 12.2 Desianation and Soecific Powers. Effective August 1, 1988, the member agencies created a public agency known as the Encina Wastewater Authority (EWA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to serve as the Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. The organization, administration, rules, and specific powers of the EWA shall be as set forth in the Revised Establishment Document establishing the EWA. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. - 10 - Section 13 BUDGETING AND ACCOUNTING 13.1 Annual Budsets. Annually, the Operator/ Administrator shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital improvement program budget (hereafter referred to as the capital budget.) The budgets shall be prepared in accordance with generally accepted accounting principles. 13.1.1 Preparation of Estimated 0 & M Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the (a) amount of money required to operate, maintain and administer the Joint System during the ensuing fiscal year, and (b) the proportionate amount to be paid by each member agency. Such estimate shall be based on the total operation, maintenance, and administration costs during the current fiscal year as such costs are set forth in the current approved budget for the Joint System. 13.1.2 Approval of Estimated 0 EC M Budget. Each estimated 0 & M budget adopted by the Operator/Administrator shall be forwarded to the JAC for consideration and for submission to the member agencies for approval. The Operator/ Administrator's estimated 0 & M budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated 0 & M budget shall constitute merely a proposed budget, subject to consideration or revisions. The 0 & M budget shall be considered separately from the capital budget and may be approved independently. In the event a proposed budget is not approved, the Operator/Administrator shall continue to operate using the 0 & M budget figures from the previous fiscal year. 13.1.3 Prepaid 0 & M Contributions. Each member agency shall prepay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 16 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the annual cost of operation, maintenance, and administration for the following quarter as described herein. Provided, however, the last invoice for each fiscal year may be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses for the full year and the estimated total amount and strength of wastewater received from each member agency. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shall be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be billed by the Operator/Administrator and shall pay for the deficiency within 15 days. - - 11 - - - - - - - - - - - - - - ‘ - 1 Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 13.1.4 Actual 0 & M Contributions. The member agencies agree to contribute from their treasuries the actual annual costs of the Joint System as divided among the member agencies pursuant to Section 17 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for the performance of budgeted 0 & M work, and (3) the salaries and wages of all Operator/ Administrator employees providing such services, including vacations and sick leave benefits, workers' compensation, social security and retirement payments, and health insurance. Such costs shall be paid out of the funds deposited with the Operator/Administrator by the member agencies; provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to Pay their proportionate shares of operation, maintenance, and administration of the Joint System. 13.1.5 Preparation of Estimated Capital Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the amount of money required for capital improvement projects during each of the next five fiscal years and over the next twenty years. The estimated capital budget shall show the estimated amount to be paid by each member agency. Such estimate shall be based on existing and/or projected ownership as appropriate. 13.1.6 Approval of Estimated Capital Budget. Each estimated capital budget adopted by the Operator/ Administrator shall be forwarded to the JAC for consideration and for submittal to the member agencies for approval. The Operator/ Administrator's estimated capital budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated capital budget shall constitute merely a proposed budget, subject to consideration or revisions. The capital budget shall be considered separately from the 0 & M budget and may be approved independently. 13.1.7 Prepaid Capital Contributions. Each member agency shall prepay its actual portion of the capital costs except as noted in Section 18 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the actual estimated capital costs except as otherwise specified in Section 18. Any capital funds remaining at the end of the fiscal year shall be retained and credited toward the member agencies for the following fiscal year. - 12 - Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 13.1.8 Actual Capital Contributions. The member agencies agree to contribute their actual capital costs pursuant to Section 18 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for capital improvement of the Joint System and (2) all contracts let by the Operator/Administrator for the performance of capital improvement projects. Provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of the capital expenses of the Joint System. 13.1.9 Audit. Annually the Operator/ Administrator shall cause the preparation of an independent accountant audit of the financial statements. section 14 ASSISTANCE TO OPERATOR/ADMINISTRATOR -. When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all services and duties it is to perform under the terms of this Revised Basic Agreement. Section 15 RIGHTS OF WAY AND LAND ACQUISITIONS The Operator/Administrator and/or any of the member agencies may, as agreed upon in writing by all the member agencies, act on behalf of the member agencies in acquiring lands and rights of way necessary for the operation, maintenance, ownership, and use of the Joint System. section 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 16.1 Allocation of Expenses. All operation, maintenance and administration expenses for Units I and J of the Joint System, hereafter referred to as O&M expenses, shall be paid by each member agency based on each member agency's percentage of ownership and usage in these units. For the purpose of this section, the following definitions shall apply: l'usagel' shall mean the costs for power, chemicals, maintenance, and other sewage treatment, solids handling, and disposal processes which result from wastewater entering Unit I or Unit J; "ownership" shall mean the costs for insurance, administration expenses, laboratory expenses, plant operations, services and maintenance, and other wastewater collection and treatment, solids handling and effluent disposal costs which are incurred irrespective of the amount of wastewater which enters Unit I or Unit J. 16.2 Pavment Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and administration expenses in accordance with Section 13.1 of this Revised Basic Agreement. - 13 - - - - - - - - . - % 16.3 Revenue from Bv-Products. Any revenue received from the sale of by-products arising out of the operation of the Joint System shall be apportioned to each member agency in the same proportion as their share of the 0 & M expenses for the Joint System in the year in which the revenue is received. Section 17 PAYMENT OF CAPITAL EXPENSES 17.1 Allocation of Expenses. Unless otherwise specified herein, capital expenses shall be allocated based on existing or projected Unit I or Unit J ownership as appropriate. Exceptions are as follows: 17.1.1 Phase IV Expansion. Phase IV capacity and costs are allocated according to the methodology shown in Exhibit B, attached hereto and made part of this Revised Basic Agreement by reference. 17.1.2 Joint Flow Metering System. Each member agency is responsible for the capital expenses of meters and monitors serving its respective service area. Capital expenses for the monitors serving the entire Exhibit A service area shall be paid on the basis of Unit J flow. 17.1.3 Additional Land/Right of Way Acquisition. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2 Pavment Schedule. Unless otherwise specified herein, capital expenses shall be prepaid on a quarterly basis. Exceptions are as follows: 17.2.1 Phase IV Expansion, Phase IV contract expenses approved by the Operator/Administrator shall be paid once a month based on invoices from the contractor, the design engineer, and the construction manager. The payments will vary over the duration of the job. The Operator/Administrator shall notify the member agency financial representatives of the amounts needed following receipt of each month's invoices. In addition, upon the completion and acceptance by the Operator/Administrator of each of: (a) the Western Summit/TIC construction contract project, and (b) the Phase IV odor control and associated facilities, and (c) again, upon completion and acceptance of the Avenida Encinas street widening project by the City of Carlsbad per its contract with EWA, adjustments shall be calculated and paid in the manner set forth in Exhibit B, considering all Phase IV Expansion work completed to date or invoiced to the member agencies. Upon completion and acceptance of all work authorized by the Operator/Administrator as part of the Phase IV Expansion, a final adjustment shall be calculated and paid in accordance with Exhibit B. 17.2.2 Additional Land/Right of Way Acquisition. All expenses shall be paid in accordance with the terms of a - 14 - separate agreement to be adopted unanimously by the member agencies. 17.2.3 Other Capital Expenses. On occasion, capital expenses may occur earlier in the fiscal year than would allow for regular quarterly billing. If regular quarterly billings do not provide needed capital early enough during the fiscal year, supplemental capital billings shall be sent to the member agencies. In such cases, the Operator/Administrator will notify the member agency financial representatives as far in advance as possible. Section 18 SETTLEMENT OF DISPUTE OR CONTROVERSY 18.1 Risht to Arbitration. Should any dispute or controversy arise in connection with the books, records or accounts of any member agency or in connection with the acquisition, construction, maintenance, operation repair, reconstruction or enlargement of the Joint System or in connection with any of the affairs or operation thereof, or the execution of this agreement, the governing bodies of member agencies that are affected by such dispute may elect to arbitrate the dispute or controversy in accordance with this section. In the event of such election, the governing body of each member agency affected shall appoint or designate one disinterested person as an arbitrator. Said arbitrators so chosen, if an even number, shall designate an additional disinterested person to make an odd number of arbitrators. Said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The findings of fact approved by a vote of the majority of the members of the Board of Arbitrators shall be binding upon the affected member agencies. 18.2 Riaht of Observation. The parties to any arbitration proceedings held under the provisions of this agreement shall notify every other member agency not a party thereto of such arbitration proceedings and any other member agency shall have the right to be represented at such proceedings by a member agency designated observer. 18.3 Riaht to Expert Arbitration. Any controversy which can be determined by an engineer's or other expert's findings and which under this section could be submitted to arbitration may, if the parties thereto agree in writing to do so, be submitted to a named engineer or expert who shall be the sole arbitrator. Any such engineer shall be a Registered Engineer in the State of California. Any such engineer or expert shall be disinterested as required of arbitrators on an arbitration board. He shall proceed in the same manner provided herein for an arbitration board. Section 19 APPORTIONMENT OF LIABILITY - - - - .- - - - Any liability incurred by the member agencies, which liability arises out of or in connection with the operation and/or maintenance of the Joint System, except for costs of improvements - 15 - - - - - - - . * - . to such facilities and operating and maintenance costs, shall be discharged by payment by each member hereof in proportion to their respective ownership in the facilities at the time of the incident which results in the liability. Section 20 NOTICES Notices required or permitted under this Revised Basic Agreement shall be sufficiently given if in writing and if either served personally or mailed by certified mail to the member agencies. Section 21 SEVERABILITY If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent by adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Section 22 MODIFICATION OF AGREEMENT This agreement shall contain all the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies. Section 23 SUCCESSION The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 24 APPROVAL This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Establishment Document. - - 16 - IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, Attest: BY Mayor City Clerk CITY OF CARLSBAD, BY Mayor Attest: City Clerk LEUCADIA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTRICT BY President Resolution and Signature Sheets and/or are on file with Encina Wastewater Authority. BUENA SANITATION DISTRICT BY Chairperson ENCINITAS SANITARY DISTRICT Approved as to form: BY President - - - /SW JAC Counsel - - - - 17 - . _.- - - - IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, B Mayor Attest: Attest: City Clerk LmCADXA COUNTY WATER DISTRICT - - - President . VALLECITOS WATER DISTRICT CITY OF CmSBAD, BY Mayor BY President Resolution and Signature Bheets and/or are on file with Encina Wastewater Authority. BUENA SANITATION DISTRICT BY Chairperson ENCIINITAS SANITARY DISTRICT Approved as to form: BY President BY JAC Counsel IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, Attest: City Clerk Attest: BY Mayor =q, ;p = 8 ' &tf/ , / / (&s&G ayor BY President VALLECITOS IRATER DXSTRICT Presrdent Resolution and Signature Sheets and/or are on file with Encina Wastewater Autboritp. BUENA BAmNITATION DISTRICT BY Chairperson ENCXNITAS BAXITARY DIBTRICT Approved as to form: BY President JAC Counsel IN WITNESS WHEREOF, each party hereto has duly passed and adopted by their respective pursuant to resolution this kevised Basic Agreement above written. governing bodies caused to be executed the day and year first CXTY OF VISTA, BY Mayor Attest: City Clerk CITY OF CmLamD, BY Mayor Attest: - - - - City Clerk LNUCADIAACOUN'l!Y 'IRATDI DISTRICT VALLECITOS WAD DISTRICT BY Presrdent BUWA BANITATION DISTRICT Resolution and Biqnature Bheets and/or are on file with Encina Wastewater Authority. BY chairperson ENCINITAB BANITARY DIBTRICT Approved as to form: BY President BY JAC Counsel IN WITNESS WHEREOF, each party duly passed and adopted by their this Revised Basic Agreement to above written. Attest: hereto has pursuant to resolution respective governing bodies caused be executed the day and year first CITY OF VISTA, City Clerk CITY OF CARLSBAD, BY Mayor Attest: City Clexk I,EUCADIA COUNTYFOATEBDISTRICT President VAUECITOS WATeR DISTELICT BY Preside&/ Resolution and Signature Bheets and/or are OP file with Encina wastewater Authority. w . Mayor BUR?A BANITATION DIBTRICT BY Chairperson ENCINITAS BANITARY DISTRICT Approved as to form: BY President BY JAC Counsel - . - IN WITNESS WHEREOF, each parc:r 'hereto Las pursuant -3 resoiution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, BY Mayor Attest: City Clerk - Attest: - - City Clerk LElKADIA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTRICT CITY OF CARLSBAD, BY Mayor BY President Resolution and Signature Sheets and/or are on file with Encina Wastewater BUENA SANITATION DISTRICT Authority. ENCINITAS SANITARY DISTRICT BY President Approved as to form: BY JAC Counsel IN WITX'ESS WHEREOF, each parq hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA, Attest: BY Mayor City Clerx - CXTY OF CAmSBAD, Attast: city Clerx LEUCADIA CWXTY WA-. DISTRICT President VAUECXTOS WATER DISTRICT - BY Mayor - Preszdenr: Resolution and Signature Sheets andjor ate on ffle with Encina Wastewater Authority. BUENA SANITATION DISTRICT charmerson ATTEST: clerk of the DATE: z /&fiard - - -- - EXHIBIT A - - - . . . l - - - - - - - - - - EXHIBIT B PHASE IV COST ALLOCATION 1. Phase IV cost shall be allocated as follows: a. b. C. d. e. f. 9. All costs shall be allocated by unit process and among flow, BOD, and suspended solids in the manner recommended for revenue programs by the State Water Resources Control Board. The replacement value of the existing Unit I and Unit J facilities at the mid-point of construction (projected ENRLA of 6465) shall be determined. In determining replacement value, grant funding shall be included except for the grant funding used to pay for the "oversized" portion of "oversized" items (i.e., items sized or undertaken for the ultimate site capacity, such as site grading and paving, piping, etc.). Dollar ownership of the existing facilities shall be determined by multiplying existing ownership percentages times the replacement values determined in step b. The cost of the proposed Phase IV facilities at the midpoint of construction (projected ENRLA of 6465) shall be estimated by the design engineer. The total value of the EWPCF following construction of Phase IV shall be estimated by adding the replacement value of the existing facilities (determined in step b) to the estimated cost of the Phase IV project (determined in step d). Needed dollar ownership of the EWPCF following construction of Phase IV shall be determined by multiplying the revised Unit I liquid and solids and Unit J ownerships (determined in Exhibit A of the Thirty-Ninth Supplement) by the total value of the EWPCF following construction of Phase IV (determined in step e) . Phase IV cost allocations shall be calculated by subtracting existing dollar ownerships (determined in step c) from needed dollar ownerships following construction of Phase IV (determined in step f) . Credits and buyings for existing facilities are automatically included in this calculation and need not be calculated separately; however, the dollar values of each are included below for background. - 18 - Estimated Phase are as follows: IV cost allocations in dollars and percent of total Existing Projected Ownership Estimated Effective Ownership, Following Phase IV Phase IV Cost Credit/Buying Ag'-v $- Construction, s S x s Vista Carlsbad Leucadia San Marcos Buena Encinitas Total 22,739,OOO 20,585,OOO 13,314,ooo 14,099,000 4,436,OOO 4.694.000 79,867,ooo 28,938,OOO 33,216,OOO 27,297,OOO 27,105,OOO 11,020,500 6.470.500 134,047,000 6,199,OOO 11.44 (5,455,OOO) 12,631,OOO 23.31 ( 745,000) 13,983,OOO 25.81 2,916,OOO 13,006,000 24.01 2,091,OOO 6,584,500 12.15 2,023,OOO 1.776.500 3.28 ( 830,000) 54,lao,ooo 100.00 0 Final Phase IV cost allocations will be determined following completion of Phase IV construction and will use the actual project costs spread according to the final engineer's estimate instead of the current engineer's estimate in steps d through g above. Actual ENRLA at mid-point of construction will be substituted for the projected value in step b. - - - 19 - - - - - - - - - - - REVISED ESTABLISHMENT DOCUMENT FOR TEE ENCINA WASTEWATER AUTHORITY AS AMENDED EFFECTIVE November 9, 1994 Ref: 8956 THIS AGREEMENT (hereinafter the Revised Establishment Document, lfREDfl) is made and entered into this 17th day of December, 1990, by and among the CITY OF VISTA, (hereafter VISTA), the CITY OF CARLSBAD, (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the ENCINITAS SANITARY DISTRICT (hereafter ENCINITAS), herein called the "member agencies", for the operation, maintenance, and administration of their jointly owned sewerage system. RECITALS WHEREAS, each of the member agencies is a public agency authorized and empowered to contract for the joint exercise of powers under the Government Code of the State of California; and WHEREAS, each of the member agencies has the authority and power to collect, transmit, treat and dispose or reuse wastewater and wastewater treatment byproducts, and to construct and operate facilities for such purposes; and WHEREAS, the member agencies recognize the need to operate, maintain and administer the Encina Joint System on a cooperative basis for the collection, transmission, treatment, and disposal of wastewater, and the management of wastewater treatment byproducts; and WHEREAS, on August 1, 1988, the member agencies entered into a Joint Exercise of Powers Agreement, which this RED is to replace, pursuant to the provisions of Article 1, Chapter 5, division 7, Title 1 of the California Government Code, creating a public agency then known as the Encina Administrative Agency (now the Encina Wastewater Authority, "EWA") to serve as the Operator/Administrator of the Encina Joint System; and WHEREAS, the Joint Exercise of Powers Agreement establishing the EWA was adopted as a supplement to the "Basic Agreement" establishing the Encina Joint Powers; and WHEREAS, the member agencies desire to revise and condense the Basic Agreement and have drafted legal documents known collectively as the Revised Basic Agreement that are to be considered concurrently with this Agreement; and -l- - Ref: 8956.2 WHEREAS, the member agencies desire to (a) retain the EWA as the Operator/Administrator of the Encina Joint Powers and (b) reestablish the organization, administration, rules, and specific powers of the EWA by entering into a revised agreement, to be known as the "Revised Establishment Document" (~~REDII) , separate from the Revised Basic Agreement ("RBA"), pursuant to Article 1, Chapter 5, Division 7, Title 1 of the California Government Code relating to the joint exercise of powers. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: Section 1. DEFINITIONS For the purposes of this RED and the RBA, the following terms shall have the meanings indicated below: 1.1 Basic Agreement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including all supplements and amendments thereto entered into beginning July 13, 1961. 1.2 Joint Advisow Committee. The Joint Advisory Committee (JAC) as defined in the Revised Basic Agreement. 1.3 Joint Svstem. The Encina Joint System as defined in the Revised Basic Agreement. 1.4 Revised Basic Agreement. That agreement by and among Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas including all amendments thereto entered into beginning December 17, 1990 and superseding the Basic Agreement. Section 2. TERMS - 2.1 Establishment of Asencv. There is hereby established a public agency known as the Encina Wastewater Authority, herein called EWA (formerly known as the Encina Administrative Agency). For the purposes of this agreement, EWA is a public agency separate from the parties hereto, but it is the intent of these parties that EWA be subordinate to and dependent upon the member agencies in all matters. 2.2 General Duties of the EWA. The EWA shall operate, maintain, and administer the Encina Joint System utilizing funds contributed by the member agencies and grants received from the Federal and State governments. -2 - Ref: 8956.3 - - - - - - 2.3 Powers. The EWA shall have the following powers as needed to fulfil1 its duties: 2.3.1 To operate, maintain, administer and manage the Joint System, including any buildings, works or improvements comprising part of the Joint System and located either inside or outside the boundaries of the member agencies, in accordance with sound engineering and accounting practices with local, state and federal laws and regulations; 2.3.2 To make and enter contracts in connection with the administration, management, maintenance and operation of the Joint System; 2.3.3 To employ agents and employees to operate, maintain, administer and manage the Joint System; 2.3.4 To incur debts, liabilities or obligations in connection with the operation, maintenance, administration and management of the Joint System; 2.3.5 To sue and be sued in its own name, provided that the EWA shall not commence or intervene in any lawsuit without the approval of all of its member agencies, except pursuant to paragraph 2.3.10 hereof; 2.3.6 To acquire, hold, and dispose of such equipment as may be reasonably necessary to the property operation, maintenance, administration and management of wastewater treatment and disposal facilities; 2.3.7 To file reports associated with the operation, maintenance, administration and management of the Joint System; 2.3.8 In an emergency, to reconstruct or cause to be reconstructed such portions of the Joint system when reconstruction is immediately required to permit the Joint System to continue to function; 2.3.9 To maintain at all times with a responsible insurer or insurers sufficient insurance against loss or damage to the Joint System or portion thereof, workers' compensation insurance, and insurance against public liability and property damage; 2.3.10 To adopt industrial pretreatment regulations that comply with federal and state pretreatment regulations. The regulations shall include technically based local limits, shall be followed by each member agency, shall apply to industrial - - 3 - Ref: 8956.4 connections and groundwater cleanup sites that discharge or have the potential to discharge into the Joint System, and shall allow EWA to take enforcement action against dischargers that violate the regulation; 2.3.11 To review and amend the industrial pretreatment regulations from time to time as the need arises; 2.3.12 To implement all requirements of the pretreatment regulations and all aspects of the Encina service area pretreatment program, including permitting, inspection, monitoring, reporting, and enforcement activities, except that industrial pretreatment permits shall be jointly issued by the member agency in whose jurisdiction the discharge is located and EWA; 2.3.13 To charge and bill the industrial dischargers for their respective share of the EWA's cost to implement the pretreatment regulations, including application review, permit issuance, sampling, monitoring, inspection and enforcement costs; 2.3.14 To purchase, lease or condemn real property upon such terms and conditions as approved unanimously by the member agencies; 2.3.15 To operate and maintain other facilities outside the Joint System as recommended by JAC and in accordance with EWA executed operation agreements, or as authorized in the Revised Basic Agreement, which may include budgeting responsibilities. 2.3.16 The powers enumerated herein shall be exercised subject to the restrictions upon the manner of exercising the powers of the Leucadia County Water District pursuant to the County Water District Law (Water Code 530000 et seq.). 2.4 Board of Directors. The EWA shall be administered by the governing body of the EWA which shall be known as the Board of Directors of the EWA, herein called the Board. Members of the JAC shall serve as the Board. 2.5 Officers of the Board. The Board shall elect its own officers, which shall include a Chairman, Vice-Chairman, Secretary, Treasurer, and Auditor. The Chairman and Vice- Chairman shall be members of the Board and the Secretary may, but need not, be a member of the Board. - -4- ,-c Ref: 8956.5 - - - - - - - - - - - 2.5.1 Treasurer. The Treasurer shall be appointed by the Board of Directors to serve at the Board's pleasure. The Treasurer shall be the depository and have custody of all money of the EWA from whatever source. The Board shall appoint the Treasurer from among the officers and employees of the Authority. The Board may appoint one or more persons to act as assistants to the Treasurer from among the officers and employees of the Authority. Upon appointment, an assistant shall be considered an "other officer" of the EWA under Section 2.5.3 of this RED. The person appointed as Treasurer may simultaneously hold the office of Auditor. 2.5.2 Auditor. The Auditor shall be appointed by the Board of Directors to serve at the Board's pleasure. The Auditor shall draw all warrants to pay demands against the EWA approved by the Board of Directors. The Board shall appoint the Auditor from among the officers and employees of the Authority. The Board may appoint one or more persons to act as assistants to the Auditor from among the officers and employees of the Authority. Upon appointment, an assistant shall be considered an "other officer" of the EWA under Section 2.5.3 of the RED. The person appointed as Auditor may simultaneously hold the office of Treasurer. 2.5.3 Other Officers. The General Manager and Attorney for the EWA shall be appointed by the board. Subject to the limits of the EWAls approved budget, the Board shall also have the power to appoint and employ such other officers, consultants, advisors, and independent contractors as it may deem necessary or convenient for the business of the EWA, who shall serve at the pleasure of the Board. The public officer, officers, or persons who have charge of, handle, or have access to any substantial property of the EWA shall file an official bond in an amount to be fixed by the Board. The General Manager shall have the power to appoint, promote, demote and remove employees of the EWA subject to the provisions of the personnel policy of the EWA and the EWA's approved budget. 2.6 Meetincrs of the Board. 2.6.1 Regular Meetings. The Board shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be fixed by resolution, and a copy of such resolution shall be furnished to each member agency. 2.6.2 Ralph M. Brown Act. All meetings of the Board, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. - 5 - Ref: 8956.6 Brown Act (commencing with Section 54950 of the California Government Code). 2.6.3 Minutes. The Secretary of the EWA shall cause to be kept minutes of all meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member of the Board and to each of the parties hereto. 2.6.4 Quorum and Vote. A majority of the Board or their alternates shall constitute a quorum for the transaction of business; except that less than a quorum may adjourn from time to time. The affirmative vote of a majority of a quorum shall be required for the approval of any action. However, when voting on a matter involving the treatment plant (Unit I) or the ocean outfall (Unit J), any member of the Board may call for a weighted vote. In such case, the affirmative vote of members representing a majority of the capacity of the Unit involved shall be required for the approval of any action, to be calculated as follows: The total vote of all members of the Board shall be 100 percent. Each regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the member agency he represents in the Unit involved. Where only one member is present, said member shall have a percentage of vote equal to the total percentage of capacity of the agency he represents. At any meeting where no regularly appointed member is represented, each alternative of such regularly appointed member shall have a percentage of vote equal to one-half of the percentage of capacity of the agency he represents. Provided, however, at any meeting where any agency is represented by only one alternate, said alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he represents. 2.7 Rules. The Board shall adopt rules and regulations, including a conflict of interest code and a purchasing procedure. The Board may, from time to time, review and revise these rules and regulations as needed. 2.8 Budcetinq. Annually, the EWA shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital improvement program budget (hereafter referred to as the capital budget). The budgets shall be prepared in accordance with the RBA and generally accepted accounting principles. - - - - - - - 6 - - Ref: 8956.7 - - - - - - - 2.9 Accountina and Audits. 2.9.1 Fiscal Year. The fiscal year of the EWA shall be from July 1 to June 30. 2.9.2 Accounting Procedures and Audit. Full books and accounts shall be maintained for the EWA in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies. The Auditor of the EWA shall either make or contract with a certified public accountant to make an annual audit of the accounts and records of the EWA. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code and the audit shall conform to generally accepted accounting principles. A report of the audit shall be filed as a public record with each of the member agencies and with the San Diego County Auditor within 30 days of its completion. Such report shall be filed within 12 months of the end of the fiscal year under examination. 2.10 Liabilities. Except as provided hereinabove, the debts, liabilities and obligations of the EWA shall be the debts, liabilities and obligations of the EWA alone, and not the member agencies. 2.11 Withdrawal or Dissolution. Upon withdrawal of a member from the EWA or upon dissolution of the EWA, there shall be a partial or complete distribution of assets and discharge of liabilities as follows. The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to a member agency at the time of withdrawal or to the member agencies at the time of dissolution; provided that, all property and rights in property assigned or transferred by any member agency to the EWA shall be reconveyed to said member agency free and clear of all encumbrances and liens of any kind. 2.11.1 Withdrawal. Upon withdrawal of any member agency from the EWA, the withdrawing member shall receive its proportionate or otherwise defined share of any assets of the EWA and shall contribute its proportionate or otherwise defined share toward discharge of any enforceable liability incurred by the EWA. 2.11.2 Disso-lution. Upon dissolution of the EWA, each member agency shall receive its proportionate or otherwise defined share toward discharges of any enforceable liabilities incurred by the EWA. - 7 - Ref: 8956.8 2.12 Rescission or Termination. The EWA shall continue as Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. 2.13 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to the principal office of the EWA. 2.14 Severabilitv. If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 2.15 Modification of Asreement. This agreement shall contain all of the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies. 2.16 Succession. The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties thereto. 2.17 Annroval. This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Basic Agreement. - - IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Establishment Document to be executed effective as of the day and year first above written. , -a - Revised Establishment Document As Amended Effective November 9, 1994 Page Nine - Signature Page CITY OF VISTA - BY Attest: City Clerk - Attest: City Clerk LEUCADIA COUNTY WATER DISTRICT President VALLECITOS WATER DISTRICT BY President BUENA SANITATION DISTRICT President ENCINITAS SANITARY DISTRICT BY President Approved as to Form: BY CITY OF CARLSBAD, BY /” 1 Revised Establishment Document As Amended Effective August 9, 1994 Page Nine - Signature Page Attest: Attest: City Clerk CITY OF CARLSBAD, BY LEUCADIA COUNTY WATER DISTRICT President VALLECITOS WATER DISTRICT President BUENA SANITATION DISTRICT President ENCINITAS SANITARY DISTRICT President Approved as to Form: BY EWA Counsel -9- Revised Establishment Document As Amended Effective August 9, 1994 Page Nine - Signature Page - - - Attest: City Clerk CITY OF VISTA BY LEUCADIA COUNTY WATER DISTRICT President VALLECITOS WATER DISTRICT BY President BUENA SANITATION DISTRICT BY President ENCINITAS SANITARY DISTRICT BY President Approved as to Form: BY EWA Counsel -9- Revised Establishment Document As Amended Effective August 9, 1994 Page Nine - Signature Page CITY OF VISTA Attest: City Clerk Attest: City Clerk LEUCADIA COUNTY WATER DISTRICT BY VALLECITOS WATER DISTRICT BUENA SANITATION DISTRICT BY CITY OF CARLSBAD, BY President BY President ENCINITAS SANITARY DISTRICT - BY President Approved as to Form: BY EWA Counsel - 9 - Revised Establishment Document - As Amended Effective August 9, 1994 Page Nine - Signature Page - Attest: - President City Clerk Attest: City Clerk LEUCADIA COUNTY WATER DISTRICT President VALLECITOS WATER DISTRICT BUENA SANITATION DISTRICT ENCINITAS SANITARY DISTRICT President Approved as to Form: CITY OF VISTA BY CITY OF CARLSBAD, BY EWA Counsel -9- Zevised Establishmexx 3ocumenr: As Amended Effective August: ?, 1394 Page Nine - Signature Page CITY OF VISTA Bv Attest: City Clerk CITY OF CARLSBAD, BY Attest: City Clerk LEUCADIA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTRICT President BlJENA SANITATION DISTRICT BY ENCINITAS SANITARY DISTRICT BY President Approved as to Form: BY EWA Counsel - 9 - Revised Establishment Document - As Amended Effective August 9, i994 Page Nine - Signature Page BY - Attest: City Clerk - Attest: -’ City Clerk - LEUCADIA COUNTY WATER DISTRICT President VALLECITOS WATER DISTRICT President BUENA SANITATION DISTRICT CITY OF VISTA CITY OF CXRLSBAD, ,I!, , President Approved as to Form: BY EWA Counsel -9- . --. ENCINA WASTEWATER AUTHORITY A Public Agency 6200 Avenida Encinas Carlsbad, CA 92009-0171 Telephone (619) 438-3941 Plant Fax (619) 438-3861 Administrative Offices Fax (619) 431-7493 LETTER OF TRANSMITTAL To: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, California 92008 Attn: Ms, Lee Rautenkranz, City Clerk The following items are transmitted: P Herewith 0 Under Separate Cover Via: US, MAIL Number of Copies Description 1 AMENDMENTS TO THE REVISED BASIC AGREEMENT DATED JANUARY 14, 1997 1 AMENDED CENTRALIZED FLOW METERING POLICY APPROVED BY EWA ON JANUARY 22, 1997 The above items are submitted: 0 At your request 0 For your review Iu(For your files 0 For your approval 0 For your action 0 For your inlormation 0 Per contract dated 0 General remarks: The above listed items are being forwarded to YOU for your records, Please call should you have any questions, Copies to: MAJ: rnflP e Transmitted by: Me 1 Ody A , Jones Admdinistrative Assistant Project No. Date: FEBRUARY 21, 1997 Subject: Forward reply to Encina Water Pollution Control Facility SERVING THE CITY OF VISTA CITY OF CARLSBAD, BUENA SANITATION DISTRICT, VALLECITOS WATER DISTRICT, LEUCADIA COUNTY WATER DISTRICT AND ENCINITAS SANITARY DISTRICT - PURPOSE: ENCINA WASTEWATERAUTEIORJTY :3qp CENTRALIZED FLOW METERING POLICY Ref 1848 Approved by EWA: January 22,1997 To establish guidelines for the metering and reporting of wastewater flows from each member agency to the Encina Water Pollution Control Facility (EWPCF) and the Encina Ocean Outfall. BACKGROUND: The Revised Basic Agreement requires the Encina Operator/Administrator (Encina Wastewater Authority, or EWA) to take or cause to be taken flow measurements to determine the amount of wastewater discharged into the Joint System by each member agency. Flow measurements are used for: 1. Allocating operating and maintenance costs, 2. Monitoring capacity, 3. Planning information, and 4. Meeting NPDES reporting requirements. In 1983, a Flow Metering Policy was established that was subsequently amended. The policy was based on a decentrahzed approach to flow measurement and reporting. In 1989, an enhanced centralized flow measurement system was installed. The purpose of the enhanced system was to improve flow measurement and data collection through means including telemetry, computer storage, and meter redundancy. Authorization to implement the system came from separate agreements between the EWA (formerly the Encina Administrative Agency, or EAA) and each member agency. The agreements established the specific terms and conditions required of the EWA and member agencies to operate and maintain the metering system. This Flow Metering Policy reflects the centraliied approach and the individual agreements. POLICY: 1. Centralized Flow Metering System. Flows from each member agency to the EWPCF and the Encina Ocean Outfall shall be based on the values derived from a centralized basin-wide flow metering system. Ref 1848 2. Specific terms and conditions associated with system operation and maintenance shall be as defined in separate agreements(s) between the EWA and its member agencies. Meter Calibrations. The EWPCF effluent meters (two in parallel measuring secondary effluent and known as meter station EEl) shall be calibrated on a regular basis. It is possible to measure the entire secondary effluent flow using one meter at a time, thereby allowing comparison of one meter to the other, this procedure shall be conducted at least quarterly. Each secondary meter shall be removed and bench calibrated annually, staggered at six month intervals. To further verify accuracy, EWA staff will compare the calculated intluent and effluent flows from the secondary effluent meters, with the calculated “influent by addition” flows from the four ADS Model 3600 meters on the influent trunk lines as part of normal monthly central&d flow reporting procedures (See Item 3 Below). For the 10 central&d sites using the ADS’s proprietary gravity meters, field calibrations of the centralized flow metering equipment shall be conducted quarterly through a service contract with ADS Environmental Services or other qualified vendor. As a minimum, the calibrations shall include depth of flow, velocity, and total flow quantities. In addition, pipe and/or flume conditions shall be analyzed and verified. For the 6 remaining locations where central&d flow metering equipment interfaces with member agency maintained meters, the member agency’s meter(s) shall be calibrated annually by a qualified service technician. Calibration shall consist of verifying that the analog signal from meter is accurate to ensure that the interface with and flow data from the central&d equipment is accurate. EWA statTwill fkther monitor the flows monthly and report any abnormalities to the Member Agencies for their review and possible action. Should bench calibration or replacement of the meter be warranted, the affected Member Agency shall do so at its sole expense. Written certification of the annual calibration shall be provided to the EWA by July 1 of each year on a form prepared by EWA stafT 3. Monthly Flow Reports. The member agency, EWPCF, and Encina Ocean Outfall flows shall be reported monthly to the EWA Board of Directors based on the centralized flow metering system. Also reported shall be the EWPCF in-plant meter readings as required. 4. Estimated Flow Values. In the event a meter is out of service for more than three days in any calendar month and estimated values are substituted for the missing data, the flow report shall indicate that the values presented are estimated. Page 3 Ref: 1848 5. Total EWPCF Influent and Effluent Flows. It is understood that the total EWPCF intluent and effluent flow quantities shall be based on the flows derived from subtracting in-plant flows (as appropriate) from the EWPCF effluent meter readings. EWPCF influent flows based on the addition of quantities from various influent flow meters shall also be presented in the monthly flow report in order to provide an indication of system balance and accuracy. EWA’s Financial Plan and Revenue Program shall be based on influent flow data for each member agency, as derived from the centralized flow metering system. 6. EDU Reports. Member agencies shall provide information on connected and committed EDUs. Information shall be submitted monthly on a form prepared by EWA staff. EDU information shall be submitted by the 10th of each month. Flow per EDU by member agency and by EWA service area shall be reported monthly to the EWA Board of Directors based on the central&d flow metering system. Total EWA service area EDUs also shall be reported monthly to the EWA Board of Directors. 7. Revenue Sampling Program. EWA staff shall conduct Financial Plan and Revenue Program sampling on a quarterly basis. Each agency’s mass emissions shall be calculated based on measured biochemical oxygen demand (BOD) and total suspended solids (TSS) values and the EWA reported flows. Within sixty days following the completion of the quarterly sampling, EWA staff shall provide sampling results to the Technical Advisory Committee (TAC). Results shall be provided on a form prepared by EWA staff and approved by TAC. 8. Member Agencv Sampling Program. Each member agency operating a reclamation plant shall test the plant effluent at least weekly for carbonaceous BOD and TSS and shall provide the results of such testiig to EWA staffwithin thirty days. 9. Review of Policv. On an as needed basis, this policy is to be reviewed by EWA stat?’ and presented to the EWA Board of Directors with recommendations for modification, if appropriate. r r r r ENCINA WASTEWATER AUTHORITY f- I r r REVISED BASIC AGREEMENT r r JANUARY 1997 r - - - - - - - - - - - , ’ ’ - - - - AMENDMENTS TO THE REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM JANUARY 14, 1997 Ref: 1530 - - - - 4 - - - RECITALS . . . . . . . . . . Section 1 1.1 1.2 1.3 1.4 1.5 Section 2 Section 3 3.1 3.2 3.3 Section 4 Section 5 5.1 5.2 Section 6 - - - - - Section 7 Section 8 Section 9 9.1 9.2 Section 10 10.1 10.2 Section 11 11.1 11.2 11.3 11.4 11.5 11.6 11.7 Section 12 . . TABLE OF CONTENTS Page .......................................................................................... 1 DEFINITIONS. ..................................................................... 2 Joint Advisory Committee (JAC) ................................................ 2 Joint System ......................................................................... 2 Member Agencies .................................................................. 2 Operator/Administrator ............................................................ 2 Biosolids .............................................................................. 2 JOINT PARTICIPATION ........................................................ 2 AREA TO BE SERVED BY THE JOINT SYSTEM ....................... 2 Existing Service Area .............................................................. 2 Revisions to the Service Area .................................................... 2 Prohibition on Discharges from Outside the Exhibit A Service Area ..... 3 ENLARGEMENT OF THE JOINT SYSTEM ............................... 3 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL ...... 3 Protection of the Joint System .................................................... 3 Prohibitions .......................................................................... 3 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGEMENT). ................................................................ 3 CAPACITY MONITORING ..................................................... 4 ACQUISITION/SALE OF EXCESS CAPACITY ........................... 4 CAPACITY RIGHTS IN UNITS ............................................... 4 Unit I and Unit JCapacity.. ...................................................... 4 Unit I Capacity Infringement. .................................................... 4 a. Flow Calculation ................................................................ 4 b. Monitoring of Capacity Demand ............................................ 5 c. Excess Use a Trespass ......................................................... 6 d. Indemnity and Hold Harmless ............................................... 6 e. License Payments ............................................................... 6 f. Restrictions on Use Over 40% of Reserve ................................. 6 g. Reserve Capacity ................................................................ 6 h. Sole Method of Allocation .................................................... 6 CAPACITY RIGHTS FOR RECLAMATION ...................... 7 Future Reclamation ................................................................. 7 Existing Reclamation ............................................................... 7 JOINT ADVISORY COMMITTEE ................................... 7 Powers ................................................................................ 7 Representation on JAC ........................................................... 8 Officers of JAC .................................................................... 8 Meetings of the JAC .............................................................. 8 Rules ................................................................................. 8 Payment for Attendance .......................................................... 8 Assistance from the Operator/Administrator .................................. 9 OPERATOR/ADMINISTRATOR.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 , ’ l 12.1 12.2 - - Section 13 13.1 Section 14 Section 15 Section 16 - 16.1 16.2 16.3 Section 17 17.1 17.2 Section 18 18.1 18.2 18.3 Section 19 Section 20 Section 21 Section 22 Section 23 Section 24 General Duties ...................................................................... 9 Designation and Specific Powers ................................................ 9 BUDGETING AND ACCOUNTING ................................ 9 Annual Budgets ..................................................................... 9 ASSISTANCE TO OPERATOR/ADMINISTRATOR ........... 11 RIGHTS OF WAY AND LAND ACQUISITIONS ............... 11 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES ............................................................... 12 Allocation of Expenses ........................................................... 12 Payment Schedule ................................................................. 12 Revenue from By-Products ...................................................... 12 PAYMENT OF CAPITAL EXPENSES ............................ 12 Allocation of Expenses ......................................................... 12 Payment Schedule ................................................................. 12 SETTLEMENT OF DISPUTE OR CONTROVERSY ........... 13 Right to Arbitration ............................................................... 13 Right of Observation ............................................................ 13 Right to Expert Arbitration ..................... :. ............................... 13 APPORTIONMENT OF LIABILITY ............................... 14 NOTICES .................................................................. 14 SEVERABILITY ......................................................... 14 MODIFICATION OF AGREEMENT ............................... 14 SUCCESSION.. .......................................................... 14 APPROVAL .............................................................. 14 Signature Page ...................................................................... .15 Service Area Map .................................................................. .17 Exhibit B ............................................................................. .18 Exhibit C ............................................................................. .19 - - - - - - - - - REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM AMENDMENTS JANUARY 14, 1997 THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered into this 14th day of January, 1997, by and among the CITY OF VISTA, a general law city (hereafter VISTA), the CITY OF CARLSBAD, a general law city (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, a County Sanitation District (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the City-of Encinitas, a general law city (hereafter ENCINITAS). RECITALS WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service areas and are authorized to contract with other parties for the provision of such services: and WHEREAS, on July 13, 1961, VISTA and CARLSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, construct and operate a Joint Sewer System; and WHEREAS, the Basic Agreement provided that other municipal corporations and public districts or agencies may become parties to the Basic Agreement, thereby becoming members of the joint powers authority; and WHEREAS, on January 6, 1964, BUENA became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos) became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS (then Encinitas Sanitary District)-became members of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, it is the desire of the parties hereto to (a) continue functioning through a joint powers authority and (b) modify and condense the enabling legal documents for the joint powers authority by entering into a Revised Basic Agreement pursuant to Article 1, Chapter 5, Division 7, Title 1 of California Government Code relating to the joint exercise of powers, for the purposes of planning, designing, owning, operating, and maintaining a joint sewer system and concurrently establishing, by separate agreement, the Encina Wastewater Authority. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: -l- - - - - - - *- - - Section 1 DEFINITIONS For the purposes of this agreement the following terms shall have the meanings indicated: 1 .l Joint Advisory Committee (JAC). A committee composed of representatives of the member agencies that advises both the member agencies and the Operator/Administrator on issues relating to the Joint System. 1.2 Joint System. The Encina Water Pollution Control Facility (Unit I), and the Encina Ocean Outfall (Unit J) including all related land, rights of way, and appurtenances. 1.3 Member Agencies. The six members of the Encina Wastewater Authority: Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas. 1.4 Operator/Administrator. The public agency designated by the member agencies as being responsible for operating, maintaining, and administering the Encina Joint System. Since August 1, 1988, the Operator/Administrator has been the Encina Wastewater Authority. 1.5 Biosolids. Primarily organic solid product, produced by the wastewater treatment processes, that can be beneficially recycled. Section 2 JOINT PARTICIPATION The member agencies shall participate jointly in the planning, design, acquisition, construction, ownership, operation, maintenance and use of the Joint System (including any future expansions thereof), and shall pay for such activities as hereinafter specified. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1Existing Service Area. The area to be served by the Joint System is shown on Exhibit A, which is attached hereto and made a part of this Revised Basic Agreement by reference. Areas lying outside a member agency’s legal boundary but inside that member agency’s Exhibit A service area may be served by the member agency, providing the member agency provides assurance in the form of a legally binding agreement that these discharges will meet all applicable rules and regulations. Any wastewater or biosolids received from outside a member agency’s legal boundary pursuant to such agreement shall be regarded as the wastewater or biosolids of the member agency for the purposes of billing, capacity, and source control. 3.2 Revisions to the Service Area. Areas lying outside the Exhibit A service areas of the member agencies may be served, provided such areas are annexed by a member agency. Notification of such annexations must be made in writing to the Joint Advisory Committee so that Exhibit A can be modified as appropriate. Member agencies can also request alteration of their Exhibit A service areas; such modifications must be approved in writing by all member agencies, as evidenced by receipt of resolutions from the governing bodies of all member agencies. Member agencies whose Exhibit A service areas are enlarged shall be responsible for providing adequate capacity. -2- C - - 3.3 Pr hi iti o n Di char rvice Area. Each member agency agrees that it will neither permit nor knowingly countenance the use of the Joint System, directly or indirectly, for the disposal of wastewater or biosolids originating outside of its legal boundary except in the above manner, extent and conditions. - Section 4 ENLARGEMENT OF TNE JOINT SYSTEM Any member agency having first obtained the consent of Carlsbad and Vista, may at its sole cost and expense enlarge any portion of Unit I or J of the Joint System in which it is the owner of capacity rights and any increased capacity in such unit or portion resulting from such enlargement shall belong to the member agency paying the cost and expense thereof. No member agency shall unreasonably withhold consent to such enlargement. Any such enlargement shall be constructed in accordance with plans and specifications approved by Carlsbad and Vista. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL - - 5.1 c’ The Joint System shall not be used by any member agency Prote tlon of the Joint System. for any purpose other than the conveyance, treatment, reuse, or disposal of wastewater and its by- products. Wastewater shall be construed to mean domestic sewage and trade wastewaters. Each member agency shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type and condition of wastewater permitted to be discharged into the sewers under its control and shall prohibit the discharge of any wastewater which would be detrimental to the Joint System, or to the use of by-products generated by the Joint System. Such ordinances, resolutions, rules and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administrator’s industrial pretreatment regulations. 5.2 Prohibitions. No member agency shall allow excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Joint System without the consent of all other member agencies. No member agency shall authorize a discharge from any groundwater cleanup site unless the discharge is authorized in advance by the Operator/Administrator. Section 6 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGEMENT) Each member agency shall own and enjoy a perpetual right to use its Joint System capacity in the proportions set forth immediately below herein. No member agency shall in any way grant, encumber, limit or restrict its interest in any part of the Joint System for any purpose other than the treatment and disposal or reuse of wastewater and the management of wastewater treatment byproducts, or use the Joint System or any part thereof to a greater percentage than its capacity rights, except as set forth in Section 9 herein, without the prior written consent of the other member agencies, provided that no such excessive use without written consent shall be construed as a waiver of capacity rights by any member agency. -3- Section 7 CAPACITY MONITORING - Each member agency shall participate in a joint flow metering system, operated and administered by the Operator/Administrator, and facilitate such measurements of flow into the Joint System as needed for billing purposes and to verify that each agency is within its capacity rights. This - metering system shall be maintained according to a separate agreement executed by the Operator/Administrator and the member agencies. - Section 8 ACQUISITION/SALE OF EXCESS CAPACITY In the event that any member agency hereafter requires additional capacity in the Joint System - and capacity is available from another member agency, the capacity may be licensed, leased or purchased as necessary. Such lease or purchase shall be on terms as are hereafter agreed upon by the member agencies involved. In the event an inter-agency capacity agreement is adopted, the Joint Advisory Committee shall be notified in writing. Licensing, lease or purchase shall be subject to the terms and conditions established in Section 9 herein. Section 9 CAPACITY RIGHTS IN UNITS 9.1Unit I and Unit J Capacity. Capacity rights shall be as follows: unit I Liquid MGD -- % Unit J Solids MGD -- % Disposal MGD -- % VISTA: 8.05 22.36 8.05 21.18 8.05 21.18 CARLSBAD: 9.24 25.67 9.24 24.32 9.24 24.32 BUENA: 2.26 6.28 3.51 9.24 3.51 9.24 VALLECITOS: 7.54 20.94 7.54 19.84 7.54 19.84 LEUCADIA: 7.11 19.75 7.86 20.68 7.86 20.68 ENCINITAS: 1.80 5.00 1.80 4.74 1.80 4.74 TOTAL 36.0 100.00 38.0 100.00 38.0 100.00 The total disposal capacity of Unit J shall be 38.0 MGD average daily flow. This capacity rating assumes that the wet weather peaking factor on the flows to Unit J shall continue to be less than 2.76, and all the parties hereto agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit J remains below 2.76. 9.2Unit I Canacity Infringement. The member agencies agree to make available up to 5 percent of their respective shares of total capacities, as set forth in Section 9.1 through a reserve capacity pool, in accordance with the following terms and conditions: a. Flow Calculation. For the purposes of calculating payments due for licensing under this section, flows shall be based on measured (ADS) flows, to the maximum extent feasible. Solids loading flows shall be based on the total flow originating within each member agency. Voting rights, -4- - - - - - as described in Section 11 shall be in no way affected by temporary use of reserve capacity under this section. Total Reserve Capacity is the total capacity shown in paragraph (g), below. b. Monitoring of Capacity Demand. Each agency shall provide monthly reports to EWA regarding future capacity committed, based upon its acceptance of applications for or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is available to the applicant or project, or which enforceable or practically commit the agency to provide future sewer service. Reports shall be submitted in such form as the Board of EWA may require. Before the measured and committed flows reach 75% of Encina’s total capacity (per Sections 9. l), the EWA shall initiate a program to ensure adequate capacity to meet projected needs. c. Any use of capacity in excess .of 95 % of their respective share of Excess Use a Tresnass. Encina’s total capacity (per Section 9.1) plus 50% of the Total Reserve Capacity, or otherwise in violation of this section, shall be considered a trespass. At the request of any member agency, EWA shall, and is hereby authorized to specifically enforce the terms of this section (Section 9.3) against a member agency or agencies on behalf of the remaining member agencies, including through commencement of a proceeding at law or equity. The parties agree that specific enforcement is a proper remedy in that payment of damages is not an adequate remedy for the potential losses to any member agency resulting from the loss of capacity. For example, replacement of capacity may be impractical and the consequences for the economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such action or actions by EWA, and waives any right it may have to further approval of such actions under the joint powers agreement creating and establishing EWA. In addition to any injunctive relief, EWA may seek consequential damages on behalf of the remaining member agencies. In any such action, the prevailing party shall be entitled to attorney’s fees and costs. d. Indemnity and Hold Harmless. In addition to payment of the amount specified herein, each agency agrees to indemnify, defend and hold harmless the EWA and the other member agencies for any claim, demand, cost, penalty, fine or damage (including reasonable attorney’s fees and costs of investigation), arising out of its violation of this section, whether resulting from the agency’s active or passive, negligent or intentional act or failure to act to prevent a violation, and notwithstanding the active or passive negligence of those member agencies which are in compliance with the provisions of this section. - e. License Payments When any member agency’s flows exceed 100% of its capacity allocation for the treatment of solids, and/or treatment and/or disposal of liquids, for any continuous three-month period, such member agency shall pay for the use of such capacity from the reserve capacity pool in accord with the schedule of values, as adjusted each July 1 (commencing in July 1996) by updating the facility spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRLA construction cost index, as follows (see Exhibit Cl: (1) Any portion of reserve up to 50% of Total Reserve Capacity: $93,200 per MGD of Unit I liquid capacity per year $155,800 per MGD of Unit I solids capacity per year $44,000 per MGD of Unit J capacity per year -5- - (2) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation of this - section, In addition to any other remedy provided herein, or available to EWA or the member agencies, an agency shall pay for such use: - $153,300 per MGD of Unit I liquid capacity per year $259,700 per MGD of Unit I solids capacity per year $73,300 per MGD of Unit J capacity per year - Payments to member agencies with unused reserve shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account. f. Restrictions on Use Over 40% of Reserve. If at any time any agency shall have enforceable or practically committed to provide future sewer service which, when added to its then existing actual flows, equals 95 % of its allocated capacity (per Section 9.1) plus 40% of the Total Reserve Capacity, such agency shall: 1. Immediately halt the acceptance or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is the agency to provide future sewer service. 2. Immediately inform EWA, in writing, that it has reached this threshold, of the actions it has taken to implement (e) (1) above, and of its intention to present a plan to EWA, within 30 days, for capacity management to prevent the agency from exceeding use of 50% of the Total Reserve Capacity. g. herve Capacity. Reserve capacity shall be as follows: - unit I Liquid MGD -- % Solids MGD -- % Unit J Disposal MGD -- % VISTA: .40 22.36 .40 21.18 .40 21.18 CARLSBAD: .46 25.67 .46 24.32 .46 24.32 BUENA: .ll 6.28 .18 9.24 .18 9.24 VALLECITOS: .38 20.94 .38 19.84 .38 19.84 LEUCADIA: .36 19.75 .39 20.68 .39 20.68 ENCINITAS: .09 5.00 .09 4.74 .09 4.74 TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00 - - h. Sole Method of Allocation. No agency shall provide capacity to any other member agency except pursuant to this section without the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporary basis to an agency which has used the maximum reserve capacity authorized by this section if: (1) such arrangement provides for -6- payments at rates not less that the maximum reserve capacity rate per paragraph (e)(2), above; and (2) the capacity so provided does not reduce the Total Reserve Capacity available. Section 10 CAPACITY RIGHTS FOR RECLAMATION - - - - lO.lFuture Reclamation. Any member agency, at its own expense, may, and shall have the right to, reclaim water from any wastewater in the Joint System which emanates within the jurisdiction of the respective member agency. And, subject to the following limitations, each member agency shall have the right to install facilities for the reclamation of water from wastewater. Any proposed reclamation shall require the approval of all the member agencies in the event that the proposed reclamation facility is designed and/or constructed such that (i) any solids or non-treated effluent from any such facility may be discharged into Unit I of the Joint System and/or (ii) any reclaimed water may be discharged into Unit J of the Joint System. Such approval shall not be withheld unless the use of the proposed reclamation facility would adversely affect one or more of the member agencies and the reclaimer cannot reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the member agencies as to the geographic location of a reclamation facility constructed solely within the boundaries of any member agency. 10.2 &&sting Reclamation. Section 10.1 above pertains to all future reclamation facilities. Currently constructed facilities may be operated to their capacity without further action by owners. The current reclamation facilities and capacities are as follows: RECLAMATION ENTITY FACILITY CAPACITY CARLSBAD LEUCADIA VALLECITOS BUENA Calavera Hills Gafner Meadowlark Shadowridge 1.20 MGD 0.75 MGD 2.00 MGD 1.16 MGD Section 11 JOINT ADVISORY COMMITTEE - The member agencies have created a Joint Advisory Committee (JAC) to advise the member agencies and the Operator/ Administrator. JAC shall continue in this advisory role. ll.lPowers. Recommendations of JAC shall be advisory only. The JAC shall have the following responsibilities: 11.1.1 To review the operation and maintenance of the Joint System, including the cost thereof, and make reports and recommendations to the governing bodies of the member agencies; 11.1.2 To review and make recommendations regarding proposed expansion, enlargements or modifications of the Joint System to the governing bodies of the member agencies; and -7- 11.1.3 To review and make recommendations regarding contracts, budget matters, regulations, policies, permits and other documents and issues as appropriate to the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all the member agencies when made to the Operator/ Administrator and made in accordance with the voting rights and percentages set forth below in Section 11.4.4. 11.2 Renresentation on JAC. JAC shall be constituted by two appointed representatives from each member agency, with one alternate for each appointed representative. JAC representatives may, - but need not, be members of the governing bodies of the member agencies. 11.3 Officers of JAC. JAC shall elect its own officers, which shall include a Chairman, - Vice-Chairman, and Secretary. The Chairman and Vice-Chairman shall be JAC representatives and the Secretary may, but need not, be a JAC representative. 11.4 Meet&s of the JAC. 11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be established by JAC. 11.4.2 Ralph M. Brown Act. All meetings of the JAC, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and - conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 11.4.3 Minutes. The JAC Secretary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be forwarded to each JAC representative. - - 11.4.4 Vote. The total vote of all members of the JAC shall equal 100%. When voting on a matter involving the Treatment Plant (Unit I) or Unit J each JAC representative’s percentage vote shall equal one-half of the percentage of that unit’s capacity owned by the representative’s agency. If only one of an agency’s representatives is present, this representative’s percentage vote shall equal the total percentage of that unit’ s capacity owned by the representative’s agency. If both representatives are absent, each alternate shall have a percentage vote equal to one-half of the percentage capacity of the alternate’s member agency; provided, however, at any JAC meeting where any member agency is represented by only one alternate, the alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he/she represents. - 11.5 Rules. JAC shall adopt rules and regulations for the place, time and conduct of JAC meetings. 11.6 Pavment for Attendance. The Operator/Adminisrraror (or. if requested by the appointing member agency, that member agency as to its representatives) shall pay each representative (or alternate who attends a meeting by reason of the absence of a representative) an attendance fee of twenty-five ($25.00) for each JAC meeting, provided that such payment does not exceed fifty dollars -8- - - - ($50) per calendar month. Attendance fees shall be paid monthly. [This fee waived per legal counsel opinion.] 11.7 Assistance from the Operator/Administrator The Operator/ Administrator shall provide supplies and clerical and secretarial help for JAC. The cost of such supplies and assistance shall be considered part of the expense of operating and maintaining the Joint System. Section 12 OPERATOR/ADMINISTRATOR The Joint System shall be maintained and operated by any one of the parties hereto, or by another Public Agency, which party or other public agency shall be known as the Operator/ Administrator. 12.lGeneral Duties. 12.1.1 Joint System. The Operator/ Administrator shall maintain and operate the Joint System, and shall preserve it in good repair and working order, all in accordance with recognized sound engineering and accounting practices and local, state, and federal laws and regulations. 12.1.2 Pump Stations. The Operator/Administrator also shall operate and maintain, at the expense of the Cities of Vista and Carlsbad, the Agua Hedionda and Buena Vista Pump Stations (formerly Units B and C of the Joint System) within an annual budget prepared by the Operator/Administrator and approved by Vista and Carlsbad. 12.1.3 Other Facilities. The Operator/Administrator shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by JAC and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities. 12.2 Deskration and Specific Powers Effective August 1, 1988, the member agencies created a public agency known as the Encina Wastewater Authority (EWA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to serve as the Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. The organization, administration, rules, and specific powers of the EWA shall be as set forth in the Revised Establishment Document establishing the EWA. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. Section 13 BUDGETING AND ACCOUNTING 13.1 Annual Budgets. Annually, the Operator/ Administrator shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital -9- - - - - - - improvement program budget (hereafter referred to as the capital budget.) The budgets shall be prepared in accordance with generally accepted accounting principles. 13.1.1 Preparation of Estimated 0 & M Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the (a) amount of money required to operate, maintain and administer the Joint System during the ensuing fiscal year, and (b) the proportionate amount to be paid by each member agency. Such estimate shall be based on the total operation, maintenance, and administration costs during the current fiscal year as such costs are set forth in the current approved budget for the Joint System. 13.1.2 Approval of Estimated 0 & M Budget. Each estimated 0 & M budget adopted by the Operator/Administrator shall be forwarded to the JAC for consideration and for submission to the member agencies for approval. The Operator/ Administrator’s estimated 0 & M budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated 0 & M budget shall constitute merely a proposed budget, subject to consideration or revisions. The 0 & M budget shall be considered separately from the capital budget and may be approved independently. In the event a proposed budget is not approved, the Operator/Administrator shall continue to operate using the 0 & M budget figures from the previous fiscal year. 13.1.3 Prepaid 0 & M Contributions. Each member agency shall prepay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 16 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the annual cost of operation, maintenance, and administration for the following quarter as described herein. Provided, however, the last invoice for each fiscal year may be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses for the full year and the estimated total amount and strength of wastewater received from each member agency. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shall be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be billed by the Operator/Administrator and shall pay for the deficiency within 15 days. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. - 13.1.4 Actual 0 & M Contributions. The member agencies agree to contribute from their treasuries the actual annual costs of the Joint System as divided among the member agencies pursuant to Section 17 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for the performance of budgeted 0 & M work, and (3) the salaries and wages of all Operator/ Administrator employees providing such services, including vacations and sick leave benefits, workers’ compensation, social security and retirement payments, and health insurance. Such costs shall be paid out of the funds deposited with the Operator/Administrator by the member agencies; provided however, the failure of any member agency -lO- - - - - - - to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of operation, maintenance, and administration of the Joint System. 13.1.5 Preparation of Estimated Capital Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the amount of money required for capital improvement projects during each of the next five fiscal years and over the next twenty years. The estimated capital budget shall show the estimated amount to be paid by each member agency. Such estimate shall be based on existing and/or projected ownership as appropriate. 13.1.6 Approval of Estimated Capital Budget. Each estimated capital budget adopted by the Operator/ Administrator shall be forwarded to the JAC for consideration and for submittal to the member agencies for approval. The Operator/ Administrator’s estimated capital budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated capital budget shall constitute merely a proposed budget, subject to consideration or revisions. The capital budget shall be considered separately from the 0 & M budget and may be approved independently. 13.1.7 Prepaid Capital Contributions. Each member agency shall prepay its actual portion of the capital costs except as noted in Section 18 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the actual estimated capital costs except as otherwise specified in Section 17. Any capital funds remaining at the end of the fiscal year shall be retained and credited toward the member agencies for the following fiscal year. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 13.1.8 Actual Capital Contributions. The member agencies agree to contribute their actual capital costs pursuant to Section 18 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for capital improvement of the Joint System and (2) all contracts let by the OperatorlAdrninistrator for the performance of capital improvement projects. Provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of the capital expenses of the Joint System. 13.1.9 Audit. Annually the Operator/ Administrator shall cause the preparation of an independent accountant audit of the financial statements. Section 14 ASSISTANCE TO OPERATOR/ADMINISTRATOR When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all services and duties it is to perform under the terms of this Revised Basic Agreement. - Section 15 RIGHTS OF WAY AND LAND ACQUISITIONS - 11 - The Operator/Administrator and/or any of the member agencies may, as agreed upon in writing - by all the member agencies, act on behalf of the member agencies in acquiring lands and rights of way necessary for the operation, maintenance, ownership, and use of the Joint System. - Section 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES - 16.l&.location of Expenses. All operation, maintenance and administration expenses for Units I and J of the Joint System, hereafter referred to as 0 & M expenses, shall be paid by each member agency based on each member agency’s percentage of ownership and usage in these units. For the purpose of this section, the following definitions shall apply: “usage” shall mean the costs for power, chemicals, maintenance, and other sewage treatment, solids handling, and disposal processes which result from wastewater entering Unit I or Unit J; “ownership” shall mean the costs for insurance, administration expenses, laboratory expenses, plant operations, services and maintenance, and other wastewater collection and treatment, solids handling and effluent disposal costs which are incurred irrespective of the amount of wastewater which enters Unit I or Unit J. 16.2Payment Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and administration expenses in accordance with Section 13.1 of this Revised Basic Agreement. - 16.3Revenue from By-Products. Any revenue received from the sale of by-products arising out of the operation of the Joint System shall be apportioned to each member agency in the same proportion as their share of the 0 & M expenses for the Joint System in the year in which the revenue is received. Section 17 PAYMENT OF CAPITAL EXPENSES 17.1 Allocation of Expenses. Unless otherwise specified herein, capital expenses shall be allocated based on existing or projected Unit I or Unit J ownership as appropriate. Exceptions are as follows: - - - - 17.1.1 Phase IV Expansion. Phase IV. capacity and costs are allocated according to the methodology shown in Exhibit B, attached hereto and made part of this Revised Basic Agreement by reference. 17.1.2 Joint Flow Metering System. Each member agency is responsible for the capital expenses of meters and monitors serving its respective service area. Capital expenses for the monitors serving the entire Exhibit A service area shall be paid on the basis of Unit J flow. 17.1.3 Additional Land/Right of Way Acquisition. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2 Pavment Schedule. Unless otherwise specified herein, capital expenses shall be prepaid on a quarterly basis. Exceptions are as follows: - 12 - 4 17.2.1 Phase IV Expansion, Phase IV contract expenses approved by the Operator/Administrator shall be paid once a month based on invoices from the contractor, the design engineer, and the construction manager. The payments will vary over the duration of the job. The Operator/Administrator shall notify the member agency financial representatives of the amounts needed - following receipt of each month’s invoices. In addition, upon the completion and acceptance by the Operator/Administrator of each of: (a) the Western Summit/TIC construction contract project, and (b) the Phase IV odor control and associated facilities, and (c) again, upon completion and acceptance of - the Avenida Encinas street widening project by the City of Carlsbad per its contract with EWA, adjustments shall be calculated and paid in the manner set forth in Exhibit B, considering all Phase IV Expansion work completed to date or invoiced to the member agencies. Upon completion and acceptance of all work authorized by the Operator/Administrator as part of the Phase IV Expansion, a final adjustment shall be calculated and paid in accordance with Exhibit B. 17.2.2 Additional Land/Right of Way Acquisition. All expenses shall be paid in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2.3 Other Capital Expenses. On occasion, capital expenses may occur earlier in the fiscal year than would allow for regular quarterly billing. If regular quarterly billings do not provide needed capital early enough during the fiscal year, supplemental capital billings shall be sent to the member agencies. In such cases, the Operator/Administrator will notify the member agency financial representatives as far in advance as possible. Section 18 SETTLEMENT OF DISPUTE OR CONTROVERSY 18.1 Right to Arbitration Should any dispute or controversy arise in connection with the books, records or accounts of any member agency or in connection with the acquisition, construction, maintenance, operation repair, reconstruction or enlargement of the Joint System or in connection with any of the affairs or operation thereof, or the execution of this agreement, the governing bodies of member agencies that are affected by such dispute may elect to arbitrate the dispute or controversy in accordance with this section. - In the event of such election, the governing body of each member agency affected shall appoint or designate one disinterested person as an arbitrator. Said arbitrators so chosen, if an even number, shall designate an additional disinterested person to make an odd number of arbitrators. Said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The findings of fact approved by a vote of the majority of the members of the Board of Arbitrators shall be binding upon the affected member agencies. 18.2 Bight of Observation The parties to any arbitration proceedings held under the provisions of this agreement shall notify every other member agency not a party thereto of such arbitration - proceedings and any other member agency shall have the right to be represented at such proceedings by a member agency designated observer. - - 18.3 Ri ght Any controversy which can be determined by an engineer’s or other expert’s findings and which under this section could be submitted to arbitration may, if the parties thereto agree in writing to do so, be submitted to a named engineer or expert who shall be the sole arbitrator. Any such engineer shall be a Registered Engineer in the State of California. Any such - 13 - 4 - - engineer or expert shall be disinterested as required of arbitrators. on an arbitration board. He shall proceed in the same manner provided herein for an arbitration board. Section 19 APPORTIONMENT OF LIABILITY - - - Any liability incurred by the member agencies, which liability arises out of or in connection with the operation and/or maintenance of the Joint System, except for costs of improvements to such facilities and operating and maintenance costs, shall be discharged by payment by each member hereof in proportion to their respective ownership in the facilities at the time of the incident which results in the liability. Section 20 NOTICES - Notices required or permitted under this Revised Basic Agreement shall be sufficiently given if in writing and if either served personally or mailed by certified mail to the member agencies. - Section 21 SEVERABILITY - If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent by adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, - promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. - Section 22 MODIFICATION OF AGREEMENT - This agreement shall contain all the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies. - Section 23 SUCCESSION - The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 24 APPROVAL - This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Establishment Document. - - - - 14- .- IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and - adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA Mayor Attest: CITY OF CARLSBAD BY Mayor Attest: City Clerk LEUCADIA COUNTY WATER DISTRICT . BY President , VALLECIT.OS WATER DISTRICT - - BY President Resolution and Signature Sheets and/or are on file with Encina Wastewater Authority. - BUENA SANITATION DISTRICT - BY Chairperson - - 15 - - - IN WITNESS WHEREOF. each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA BY Mayor Attest: City Clerk - Attest: LEUCADIA COUNTY WATER DISTRICT , BY President VALLECITOS WATER DISTRICT - Bv - - President BUENA SANITATION DISTRICT Bv Resolution and Signature Sheets and/or are on file with Encina Wastewater Authority. - Chairperson - 15 - - IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. CITY OF VISTA BY Mayor Attest: - City Clerk CITY OF CARLSBAD - BY Mayor Attest: City Clerk - LEUCADIA COUNTY WATER DISTRICT President 3” VALLECITOS WATER DISTRICT - BY President Resolution and Signature Sheets and/or are on file with Encina Wastewater Authority. - BUENA SANITATION DISTRICT BY Chairperson - 15- CITY OF ENCINITAS Mayor Attest: City Clerk Approved as to form: B&5-2&/7- JAC Counsel - 16- -17- -. EXHIBIT B PHASE IV COST ALLOCATION - 1. Phase IV cost shall be allocated as follows: a.All costs shall be allocated by unit process and among flow, BOD, ‘and suspended solids in the manner recommended for revenue programs by the State Water Resources Control Board. - - - - - b.The replacement value of the existing Unit I and Unit J facilities at the mid-point of construction (projected ENRLA of 6465) shall be determined. In determining replacement value. grant funding shall be included except for the grant funding used to pay for the “oversized” portion of “oversized” items (i.e., items sized or undertaken for the ultimate site capacity, such as site grading and paving, piping, etc.). c.Dollar ownership of the existing facilities shall be determined by multiplying existing ownership percentages times the replacement values determined in step b. d.The cost of the proposed Phase IV facilities at the midpoint of construction (projected ENRLA of 6465) shall be estimated by the design engineer. e.The total value of the EWPCF following construction of Phase IV shall be estimated by adding the replacement value of the existing facilities (determined in step b) to the estimated cost of the Phase IV project (determined in step d). f.Needed dollar ownership of the EWPCF following construction of Phase IV shall be determined by multiplying the revised Unit I liquid and solids and Unit J ownership’s (determined in Exhibit A of the Thirty-Ninth Supplement) by the total value of the EWPCF following construction of Phase IV (determined in step.e). g.Phase IV cost allocations shall be calculated by subtracting existing dollar ownership’s (determined in step c) from needed dollar ownership’s following construction of Phase IV (determined in step f). Credits and buyins for existing facilities are automatically included in this calculation and need not be calculated separately; however, the dollar values of each are included below for background. Estimated Phase IV cost allocations in dollars and percent of total are as follows: Agency Vista Carlsbad Leucadia San Marcos Buena Encinitas Total Existing Ownership 22,739,OOO 20,585,OOO 13,314,ooo 14,099,000 4,436,OOO 4.694.00Q 79,867,OOO Projected Ownership Following Phase IV 28,938,OOO 33,216,OOO 27,297,OOO 27,105,OOO 11,020,500 6.470.500 134,047,000 Estimated Phase IV Cost 6,199,OOO 12,631,OOO 13,983,OOO 13,006,OOO 6,584,500 1.776.500 54,180,OOO Effective Credit/Buying 11.44 ( 5,455,OOO) 23.31 (745,000) 25.81 2,916,OOO 24.01 2,091,OOO 12.15 2,023,OOO 3.28 (830.000) 100.00 0 Final Phase IV cost allocations will be determined following completion of Phase IV construction and will use the actual project costs spread according to the final engineer’s estimate instead of the current engineer’s estimate in steps d through g above. Actual ENRLA at mid-point of construction will be substituted for the projected value in step b. - 18- C . EXHIBIT C LICENSE PAYMENTS SCHEDULE OF VALUES (1) Any portion of reserve up to 50% of Total Reserve Capacity: The license payment shall be 8% of the current replacement value of the facilities, without grants deducted, adjusted each July 1 (commencing in July 1996) by updating the asset allocation spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRLA construction cost index. Unit I and J license payments shall be based on a flow rate of 38 MGD. Unit I liquid license payments shall be proportioned based on the percentage of the Flow value of the total replacement value. Unit I solids license payments shall be proportioned based on the percentage of the sum of the BOD and SS replacement values, as compared to the total replacement value. 1996 - Example calculations: Unit I - Total replacement value of Unit I (treatment facilities) without grant deducted, July 1996 at ENRLA of 6522= $118,310,000, Flow value = $44,272,000, BOD value = $43,882,000, SS value = 30,157,OOO. Utilizing an interest rate of 8% yields a license payment of $249,000 per MGD ($118,310,000 times .08 divided by 38 MGD). Split between liquid and solids payments: - liquid portion = $249,000 times 44,272,000/118,310,000 = $93,200 solid portion = $249,000 times (43,882.OOO + 30,157,000)/118,310,000 = $155,800 Unit J total replacement value = $20,881,000. $20,881,000 times .08 divided by 38 MGD = $44,000 July 1, 1996 license payments $93,200 per MGD of Unit I liquid capacity per year $155,800 per MGD of Unit I solids capacity per year $44,000 per MGD of Unit J capacity per year (2) The use of reserve amounts over 50% of Total Reserve Capacity: - License payments shall be increased by 2/3. July 1, 1996 license payments - $153,300 $259,700 $73,300 per MGD of Unit I liquid capacity per year per MGD of Unit I solids capacity per year per MGD of Unit J capacity per year - 19- MEMO July24, 1998 TO: Marie Geofredo, Carlsbad Municipal Water District FROM: Kathleen D. Shoup, City Clerk’s Office, Ext. 5106 SUBJECT: REVISED BASIC AGREEMENT - JOINT SEWAGE SYSTEM Enclosed is the “original” document referenced above that went to Council on July 21, 1998. Also enclosed is a copy of Agenda Bill No. 14,774 and a copy of the signed Resolution No. 98-244. Per our phone conversation today, I am returning the signed “AMENDMENTS TO THE REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM” document to you to process for additional agency signatures. We ask that when the completely signed document is returned to you that you provide the original to the City Clerks Office, keeping a copy for your files if needed. (We understand that you may get back a copy of the completely signed document, in which case we would still need to receive a copy for the City’s permanent files.) Please assist us by referencing in a cover note the date Council approved the amended document - 7/21/98. THANKS AMENDMENTS TO THE REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM ,1998 Refi 3820 ATTACHMENT 3A STRIKEOUT COPY CORRECTIONS APPEAR ON PAGES 10, 11,12,13 T.ABLE OF COSTESTS RECK . . . . . . . . . Section 1 1.1 1.2 1.3 1.4 1.5 Section 2 Section 3 3.1 3.2 3.3 Section 4 Section 5 5.1 5.2 Section 6 Section 7 Section 8 Section 9 9.1 9.2 Section 10 10.1 10.2 Section 11 11.1 11.2 11.3 11.4 11.5 11.6 11.7 Section 12 . . ........................................................................................... 1 DEFINITIONS ...................................................................... 2 Joint Advisory Committee (JAC) ................................................ 2 Joint System ......................................................................... 2 Member Agencies .................................................................. 2 Operator/Administrator ............................................................ 2 Biosolids.. ............................................................................ 2 JOINT PARTICIPATION ........................................................ 2 AREA TO BE SERVED BY THE JOINT SYSTEM ....................... 2 Existing Service Area .............................................................. 2 Revisions to the Service Area .................................................... 2 Prohibition on Discharges from Outside the Exhibit A Service Area ..... 3 ENLARGEMENT OF THE JOINT SYSTEM ............................... 3 PROTECTION OF THE JOINT SYSTEM’SOURCE CONTROL ...... 3 Protection of the Joint System .................................................... 3 Prohibitions.. ........................................................................ 3 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGEMENT). ................................................................ 3 CA.P.4CITY MONITORING ..................................................... 4 ACQUISITION/SALE OF EXCESS CAPACITY ........................... 4 CAPACITY RIGHTS IN UNITS ............................................... 4 Unit I and Unit J Capacity. ....................................................... 4 Unit I Capacity Infringement. .................................................... 4 a. Flow Calculation ................................................................ 4 b. Monitoring of Capacity Demand ............................................ 5 c. Excess Use a Trespass ............................................. .:. ......... 6 d. Indemnity and Hold Harmless ............................................... 6 e. License Payments ............... . ................................................ 6 f. Restrictions on Use Over 40% of Reserve ................................. 6 g. Reserve Capacity ............................................................... 6 h. Sole Method of Allocation .................................................... 6 CAPACITY RIGHTS FOR RECLPLlMATION ...................... 7 Future Reclamation ................................................................. 7 Existing Reclamation ............................................................... 7 JOINT ADVISORY COMMITTEE ................................... 7 Powers.. .............................................................................. 7 Representation on JAC ........................................................... 8 Officers of JAC .................................................................... 8 Meetings of the JAC .............................................................. 8 Rules ................................................................................. 8 Payment for Attendance .......................................................... 8 Assistance from the Operator/Administrator .................................. 9 OPERATOR/ADMINISTRATOR ..................................... 9 - 12.1 12.2 Section 13 13.1 Section 14 Section 15 Section 16 16.1 16.2 16.3 Section 17 17.1 17.2 Section 18 18.1 18.2 18.3 Section 19 Section 20 Section 21 Section 22 Section 23 Section 24 General Duties ....................................... ........ .... .............. 9 Designation and Specific Powers ................................................ 9 BUDGETING AND ACCOCNTING ................................ 9 Annual Budgets ..................................................................... 9 ASSISTANCE TO OPERATOlUADMINISTRTOR ........... 11 RIGHTS OF WAY AND LAND ACQUISITIONS ............... 11 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES ............................................................... 12 Allocation of Expenses ........................................................... 12 Payment Schedule ................................................................. 12 Revenue from By-Products ...................................................... 12 PAYMENT OF CAPITAL EXPENSES ............................ 12 Allocation of Expenses ......................................................... 12 Payment Schedule ................................................................. 12 SETTLEMENT OF DISPUTE OR CONTROVERSY ........... 13 Right to Arbitration ............................................................... 13 Right of Observation ............................................................ 13 Right to Expert Arbitration ...................................................... 13 APPORTIONMENT OF LIABILITY ............................... 14 NOTICES .................................................................. 14 SEVERABILITY ......................................................... 14 MODIFICATION OF AGREEMENT ............................... 14 SUCCESSION ............................................................ 14 APPROVAL .............................................................. 14 . . REVISED B,iSIC XGREEJIEST FOR O~\%-ERSHIP, OPERATION 0-D >l.\L\TENASCE OF A JOINT SE\v.AGE SYSTE>I AMENDlkIENTS . 1996 THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered into this 17th day of December, 1990. by and amon_e the CITY OF VISTA, a general law city (hereafter VISTA), the CITY OF CARLSBAD. a general law city (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, a County Sanitation District (hereafter BUENA), the VALLECITOS WATER DISTRICT, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the City-of Encinitas, a general law city (hereafter ENCINITAS). WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service areas and are authorized to contract with other parties for the provision of such services: and . WHEREAS, on July 13. 1961. VISTA and CARLSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, cok.ruct and operate a Joint Sewer System; and WHEREAS, the Basic Agreement provided that other municipal corporations and public districts or agencies may become parties to the Basic Agreement. thereby becoming members of the joint powers authority; and WHEREAS, on January 6, 1964, BUENA became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System: and WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos) became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS (then Encinitas Santary DistrictLbecame members of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, it is the desire of the parties hereto to (a) continue functioning through .a joint powers authority and (b) modify and condense the enabling legal documents for the joint powers authority by entering into a Revised Basic Agreement pursuant to Article 1, Chapter 5, Division 7, Title 1 of California Government Code relating to the joint exercise of powers, for the purposes of planning, designing, owning, operating, and maintaining a joint sewer system and concurrently establishing, by separate agreement, the Encina WasteIvater Authority. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: -l- \ Section I DEFIlUITIONS For the purposes of this agreement the following terms shall have the meanings indicated: 1.1 Loint Advisorv Cotr&ree CJACl. A committee composed of representatives of the member agencies that advises both the member agencies and the Operator/Administrator on issues relating to the Joint System. 1.2 wSvstem. The Encina Water Pollution Control Facility (Unit I), and the Encina Ocean Outfall (Unit J) including all related land, rights of way, and appurtenances. 1.3 s. The six members of the Encina Wastewater Authority: Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas. . . 1.4 -or/q. The public agency designated by the member agencies as being responsible for operating, maintaining, and administering the Encina Joint System. Since August 1, 1988. the Operator/Administraror has been the Encina Wastewater Authority. 1.5 s. Primarily organic solid product. produced by the wastewater treatment’ processes, that can be beneficially recycled. Section 2 JOINT PARTICIPATION The member agencies shall participate jointly in the planning, design, acquisition, construction, ownership, operation, maintenance and use of the Joint System (including any titure expansions thereof), and shall pay for such activities as hereinafter specified. Section 3 AREA TO BE SERVED BY TI-& JONT SYSTEM 3.1- Service Area. The area fo be served by the Joint System is shown on Exhibit A, which is attached hereto and made a part of this Revkd Basic Agreement by reference. Areas lying outside a member agency’s legal boundary but inside that member agency’s Exhibit A service area may be served by the member agency, providing the member agency provides assurance in the form of a legally binding agreement that these discharges will meet all applicable rules and regulations. Any wastewater or biosolids received from outside a member agency’s legal boundary pursuant to such agreement shall be regarded as the wastewater or biosolids of the member agency for the purposes of billing, capacity, and source control. 3.2 Revisions to the Service Area. .\reas lying outside the Exhibit A service areas of the member agencies may be served, provided such areas are annexed. by a member agency. Notification of such annexations must be made in writing 10 the Joint Advisory Committee so that Exhibit A can be modified as appropriate. Member agencies can also request alteration of their Exhibit A service areas; such modifications must be approved in writing by all member agencies. as evidenced by receipt of resolutions from the governing bodies of all member agencies. Member agencies whose Exhibit A service areas are enlarged shall be responsible for providing adequate capacity. 7 --- : ( !:‘--‘; 6 t ’ 3.3 &g&&g on u . 3 trom Outside the ExW .A Service Area. Each member agency agrees that it will neither permit nor knowingly countenance the use of the Joint System, directly or indirectly, for the disposal of wastewater or biosolids originating outside of its legal boundary except in the above manner. extent and conditions. Section 4 ENLARGEMENT OF THE JOINT SYSTEhf Any member agency having first obtained the consent of Carlsbad and Vista, may at its sole cost and expense enlarge any portion of Unit I or J of the Joint System in which it is the owner of capacity rights and any increased capacity in such unit or portion resulting from such enlargement shall belong to the member agency paying the cost and expense thereof. No member agency shall unreasonably withhold consent to such enlargement. Any such enlargement shall be constructed in accordance with plans and specifications approved by Carlsbad and Vista. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protect& of the Joint Sys&m. The Joint System shall not be used by any member agency for any purpose other than the conveyance. treatment. reuse. or disposal of wastewater and its by-. products. Wastewater shail be construed to mean domestic sewage and trade wastewaters. Each member agency shall adopt and enforce ordinances, resolutions, rules and regulations. concerning the type and condition of wastewater permitted to be discharged into the sewers under its control and shall prohibit the discharge of any wastewater which would be detrimental to the Joint System, or to the use of by-products generated by the Joint System. Such ordinances, resolutions, rules and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administrator’s industrial pretreatment regulations. 5.2 Prohibitions. No member agency shall allow-excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Joint System without the consent of all other member agencies. No member agency shall authorize a discharge from any groundwater cleanup site unless ‘the discharge is authorized in advance by the Operator/Administrator. Section 6 CAPACITY AND USE OF CAPACITY (CAPACITY INFRIXGEMENT) Each member agency shall own and enjoy a perpetual right to use its Joint System capacity in the proportions set forth immediately below herein. No member agency shall in any way grant, encumber, limit or restrict its interest in any pan of the Joint System for any purpose other than the treatment and disposal or reuse of wastewarer and the management of wastewater vestment byproducts, or use the Joint System or any part thereof to a greater percentage than its capacity rights, except as set forth in Section 9 herein, without the prior written consent of the other member agencies, provided that no such excessive use without written consent shall be construed as a waiver of capacity rights by any member agency. Section 7 CAP~ICITY 1IONITORISG Each member agency rhall participate in a joint tlow metering system, operated and administered by the Operator/Administrator. and facilitate such measurements of flow into the Joint System as needed for billing purposes and to verify that each agency is within its capacity rights. This metering system shall be maintained according to a separate agreement executed by the Operator/Administrator and the member agencies. Section 8 ACQUISITION/SALE OF EXCESS CAPACITY In the event that any member agency hereafter requires additional capacity in the Joint System and capacity is available from another member agency, the capacity may be licensed, leased or purchased as necessary. Such lease or purchase shall be on terms as are hereafter agreed upon by the member agencies involved. In the event an inter-agency capacity agreement is adopted, the Joint Advisory Committee shall be notified in writing. Licensing, lease or purchase shall be subject to the terms and conditions established in Section 9 herein. Section 9 CAPACITY RIGHTS N UNITS 9.1Unit I unit J Cae Capacity rights shall be as follows: unit I Liquid MGD VISTA: 8.05 22.36 CAFUSBAD: 9.24 25.67 BUENA: 2.26 6.28 VALLECITOS: 7.54 20.94 LEUCADIA: 7.11 19.75 ENCINITAS: 1.80 5.00 TOTAL 36.0 100.00 Unit J Solids MGD % -- 8.05 21.18 9.24 24.32 3.51 9.24 7.54 19.84 7.86 20.68 1.80 4.74 I 38.0 100.00 Disposal MGD 8.05 21.18 9.24 24.32 3.51 9.24 7.54 19.84 7.86 20.68 1.80 4.74 38.0 100.00 The total disposal capacity of Unit J shall be 38.0 MGD average daily flow. This capacity rating assumes that the wet weather peaking factor on the flows to Unit J shall continue to be less than 2.76, and all the parties hereto agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit J remains below 2.76. 92Unit I_Caoacitv The member agencies agree to make available up to 5 percent of their respective shares of total capacities, as set forth in Section 9.1 through a reserve capacity pool, in accordance with the following terms and conditions: a. Flow Ca. For the purposes of calculating payments due for licensing under this section, flows shall be based on measured (ADS) flows, to the maximum extent feasible. Solids loading flows shall be based on the total flow originating within each member agency. Voting rights, -4- !- 4 , I as described in Section 11 shall be in no way affected by temporxy use ot’ rcservc capacity under this section. Total Reserve Capacity is the total capacity shown in paragraph (go. below. b. &XI&K& of Cm Demand. Each agency shall provide monthly reports to EWA regarding future capacity committed. based upon its acceptance of applications for or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is available to the applicant or project. or which enforceable or practically commit the agency to provide future sewer service. Reports shall be submitted in such form as the Board of EWA may require. Before the measured and committed flows reach 75% of Encina’s total capacity (per Sections 9.1). the EWA shall initiate a drogram to ensure adequate capacitjl to meet projected needs. c. Excess a Trw. Any use of capacity in excess of 95% of their respective share of Encina’s total capacity (per Section 9.1) plus 50% of the Total Reserve Capacity, or otherwise in violation of this section, shall be considered a trespass. At the request of any member agency, EWA shall, and is hereby authorized to specifically enforce the terms of this section (Section 9.3) against a member agency or agencies on behalf of the remaining member agencies, including through commencement of a proceeding at law or equity. The parties agree that specific enforcement is a proper remedy in that payment of damages is not an adequate remedy for the potential losses to any member agency resulting from the loss of capacity. For example. replacement of capacity may be. impractical and the consequences for the economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such action or actions by EWA, and waives any right it may have to further approval of such actions under the joint powers agreement creating and establishing EWA. In addition to any injunctive relief, EWA may seek consequential damages on behalf of the remaining member agencies. In any such action, the prevailing party shall be entitled to attorney’s fees and costs. d. hand In addition to payment of the amount specified herein, each agency agrees to indemnify, defend and hold harmless the EWA and the other member agencies for any claim, demand, cost, penalty, fine or damage (including reasonable attorney’s fees and costs of investigation). arising out of its violation of this section, whether resulting from the agency’s active or passive, negligent or intentional act or failure to act to prevent a violation. and notwithstanding the active or passive negligence of those member agencieg which are in compliance with the provisions of this section. e. &nse Pavm When any member agency’s flows exceed 100% of its capacity allocation for the treatment of solids, and/or treatment and/or disposal of liquids, for any continllous three-month period, such member agency shall pay for the use of such capacity from the reserve capacity pool in accord with the schedule of values, as adjusted each July 1 (commencing in July 1996) by updating the facility spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRLA construction cost index, as follows (see Exhibit Cl: (1) Any portion of reserve up to 50% of Total Reserve Capacity: $93,200 per MGD of Unit I liquid capacity per year $155,800 per MGD of Unit I solids capacity per year $44,000 per MGD of Unit J capacity per year -5- ‘\ P i \ ‘.J 2-r (2) The use of reserve amounts over 505 of Tutal Reser1.e Capacity shall be a violation of this section. In addition to any other remedy provided herein. or :lvailable to EWA or the member agencies. an agency shall pay for such use: 9153,300 per MGD of Unit I liquid capacity per \.ear $259,700 per MGD of Unit I solids capacity per !.ear $73,300 per MGD of Unit J capacity per year Payments to member agencies with unused reserve shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account. f. Don VC. If at any time any agency shall have enforceable or practically committed to provide future sewer semice which, when added to its then existing actual flows, equals 95% of its allocated capacity (per Section 9.1) plus 40% of the Total Reserve Capacity, such agency shall: 1. Immediately halt the acceptance or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that seiver capacity is the agency to provide future sewer service. 2. Immediately inform EWA, in writing, that it has reached this threshold, of the actions it has taken to implement (e) (1) above, and of its intention to present a plan to EWA, within 30 days, for capacity management to prevent the agency from exceeding use of 50% of the Total Reserve Capacity. g. Reserve Cap-. Reserve capacity shall be as follows: unit I Unit J Liquid Solids - Disposal IMGD -- s MGD -- 7c MGD % -- VISTA: .40 22.36 .-JO 21.:18 .40 21.18 CARLSBAD: .46 25.67 .46 24.32 .46 24.32 BUENA: .ll 6.28 .18 9.24 .18 9.24 VALLECITOS: .38 20.94 .38 19.84 .38 19.84 LEUCADIA: .36 19.75 .39 20.68 .39 20.68 ENCINITAS: .09 5.00 .09 4.74 .09 4.74 TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00 h. Sole Me&d of m. No agency shall provide capacity to any other member agency except pursuant to this section without the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporan basis to an agency which has used the maximum reserve capacity authorized by this section if: (1) such arrangement provides for -6- payments at rates not less that the maximum rc’scr1.e capacity r:ltc per paragraph (t:)(l). above: and (2) the capacity so provided does not reduce the Total Reserve Capacity avallable. Section 10 CAPACITY RIGHTS FOR RECLAMATION lO.lEufure Recm. Any member agency. at its own expense. may, and shall have the right to, reclaim water from any wastewater in the Joint System which emanates within the jurisdiction of the respective member agency. And, subject to the following limitations, each member agency shall have the right to install facilities for the reclamation of water from wastewater. Any proposed reclamation shall require the approval of all the member agencies in the event that the proposed reclamation facility is designed and/or constructed such that (i) any solids or non-treated effluent from any such facility may be discharged into Unit I of the Joint System and/or (ii) any reclaimed water may be discharged into Unit J of the Joint System. Such approval shall not be withheld unless the use of the proposed reclamation facility would adversely affect one or more of the member agencies and the reclaimer cannot reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the member agencies as to the geographic location of a reclamation facility constructed solely within the boundaries of any member agency. 10.2 vReclamation. Section 10.1 above pertains to all future reclamation facilities. . Currently constructed facilities may be operated to their capacity without funher action by owners. The current reclamation facilities and capacities are as follows: RECLAMATION FAcIT .13X CARLSBAD Calavera Hills LEUCADIA Gafner VALLECITOS Meadowlark BUENA Shadowridge PACm 1.20 MGD 0.75 MGD 2.00 MGD 1.16 MGD . Section 11 JOINT ADVISORY COMMITTEE The member agencies have created a Joint Advisory Committee (JAC) to advise the member agencies and the Operator/ Administrator. JAC shall continue in this advisory role. 11 .lPowe~. Recommendations of JAC shall be advisory only. The JAC shall have the following responsibilities: 11 .l. 1 To review the operation and maintenance of the Joint System. including the cost thereof, and make reports and recommendations to the governing bodies of the member agencies; 11.1.2 To review and make recommendations regarding proposed expansion. enlargements or modifications of the Joint System to the governing bodies of the member agencies: and -7- , r- - 11.1.3 To review and make recommendations rcrarding contracts. budget matters. rcguiati~ns. policies. permits and other documents and issues as approprtate to the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all the member agencies when made to the Operator/ Administrator and made in accordance with the voting rights and percentages set forth below in Section I1 .-I.-I. 11.2 &presentation JAC. JAC shall be constituted by two appointed representatives from each member agency, with one alternate for each appointed representative. JAC representatives may, but need not, be members of the governing bodies of the member agencies. 11.3 Officersof. JAC shall elect its own officers, which shall include a Chairman, Vice-Chairman, and Secretary. The Chairman and Vice-Chairman shall be JAC representatives and the Secretary may, but need not, be a JAC representative. 11.4 Meetings of the JAC. 11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour. and place of the regular meetings shall be established by JAC. . 11.4.2 Ralph M. Brown Act. All meetings of the JAC, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 11.4.3 Minutes. The JAC Secretary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be forwarded to each JAC representative. 11.4.4 Vote. The total vote of all members of the JAC shall equal 100%. When voting on a matter involving the Treatment Plant (Unit I) or Unit J each JAC representative’s percentage vote shall equal one-half of the perce’ntage of that unit’s capacity owned by the representative’s agency. If only one of an agency’s representatives is present, this representative’s percentage vote shall equal the total percentage of that unit’ s capacity owned by the representative’s agency. If both representatives are absent, each alternate shall have a percentage vote equal to one-half of the percentage capacity of the alternate’s member agency; provided, however, at any JAC meeting where any member agency is represented by only one alternate, the alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he/she represents. 11.5 R,&. JAC shall adopt rules and regulations for the place. time and conduct of JAC meetings. 11.6 v. The Operator/Administrator (or, if requested by the appointing member agency, that member agency as to its representatives) shall pay each representative (or alternate who attends a meeting by reason of the absence of a representative) an attendance fee of -8- tlvenry-tive trS25.00) for each JAC meetin:. proi,lded that such pq’ment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. . 11.7 me fr~or/.4d~ The Operator Administrator shall provide . supplies and clerical and secretarial help for JAC. The cost of such supplies and assistance shall be considered part of the expense of operatin, (7 and maintaining the Joint System. Section 12 OPERATOR/ADXIINISTRATOR The Joint System shall be maintained and operated by any one of the parties hereto, or by another Public Agency, which party or other public agency shall be known as the Operator/ Administrator. 12.1&l&&-&&. 12.1.1 Joint System. The Operator/ Administrator shall maintain and operate the Joint System, and shall preserve it in good repair and working order. all in accordance with recognized sound engineering and accounting practices and local. state. and federal laws and regulations. . 12.1.2 Pump Stations. The Operator/Administrator also shall operate and maintain, at the expense of the Cities of Vista and Carlsbad. the Aqua Hedionda and Buena Vista Pump Stations (formerly Units B and C of the Joint System) within an annual budget prepared by the Operator/Administrator and approved by Vista and Carlsbad. 12.1.3 Other Facilities. The Operator/Administrator shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by JAC and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities. 12.2 Designation Specific Powers Effective August 1. 1988, the member agencies created a public agency known as the Encina Wastewater Authority (EWA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to serve as the Operator/Administrator until such time as EWA is terminated by written consent of a majority oi the member agencies, evidenced by certified copies of resolutions by their governing bodies. The organization, administration, rules, and specific powers of the EWA shall be as set forth in the Revised Establishment Document establishing the EWA. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts. seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. Section 13 BUDGETING AND ACCOUNTING 13.1 wBudgets. Annually. the Operatori Administrator shall prepare an operation, maintenance. and administration budget (hereafter referred to as the 0 & M budget) and a capital received from each member agency, the estimated 0 & M budget shall constitute merely a proposed budget, subject to consideration or revisions. The 0 & M budget shall be considered separately from the capital budget and may be approved independently. In the event a proposed budget is not approved, the Operator/Administrator shall continue to operate using the 0 & M budget figures from the previous fiscal Ye=. 13.1.3-kpeid 0 & M Contributions. Each member agency shah prepay pay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 16 of this Revised Basic Agreement. Quarterly on 4u&H&ek vber 15, January 15, April 15 and July 15, the Operator/Administrator SG bill the nkmber agerkes and the member agencies shah deposit with the Operator/Administrator approximately one fourth of the annual cost of operation, maintenance, and administration for the preceding quarter w as described herein. Provided, however, that each &e-k% invoice F shallffta)( be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses incur& in the preceding quarte- and the estimated total amount and strength of wastewater received from each member agency during the preceding quarter. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shah be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be assessed the amount that should . . have been charged in the following fiscal year.a . Each member agency shah make quarterly contribution payments to the Operator/Administrator promptly atthetimetheybecomedue.” 13.1.4 Actual 0 & M Contributions. The member agencies agree to contribute from their treasuries the actual annual costs of the Joint System as divided among the member agencies pursuant to Section 17 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for the performance of budgeted 0 & M work, and (3) the salaries and wages of alI Operator/ Administrator employees providing such services, including vacations and sick leave benefits, workers’ compensation, social security and retirement payments, and health insurance. Such costs shah be paid out of the funds deposited with the Operator/Administrator by the member agencies; provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of operation, maintenance, and administration of the Joint System. 13.1.5 Preparation of Estimated Capital Budget. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the amount of money required for capital improvement projects during each of the next five fiscal years and over the next twenty years. The estmted capital budget shall show the estimated amount to be paid by each member agency. Such estimate shall be based on existing and/or projected ownership as appropriate. 13.1.6 Approval of Estimated Capital Budget. Bach estimated capital budget adopted by the Operator/ Administtator shall be forwarded to the JAG Board of EWA for consideration and for submittal to the member agencies for approval. The Operator/ Administrator’s estimated capital budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders From the governing bodies of each of the member agencies. Until such time as formal approval has been received 10 ,- from each member agency, the estimated capital budget shah constitute merely a proposed budget, subject to consideration or revisions. The capital budget shah be considered separately from the 0 & M budget and may be approved independently. 13.1.7-Prep&+ Capital Contributions. Bach member agency shall pa- its actual portion of the capital costs except as noted in Section 18 of this Revised Basic Agreement. Quarterly on v B October 15, January 15, April 15 and July 15, the Operator/Administrator &II bill the member agencies and the member agencies shah deposit with the Operator/Administrator approximately one fourth of the actual estimated capital costs incurred in the preceding quarter, except as otherwise specified in Section 18. Any capital funds remaining at the end of the !iscal year shah be retained and credited toward the member agencies for the following fiscal year. Any capital expenses unfunded at the end of the fiscal year shah be debited and charged to the member agencies in the following fiscal year. Each member agency shah make quarterly contribution payments to the Operator/Administrator promptly at the time they becane due.” 13.1.8 Actual Capital Contributions. The member agencies agree to contribute their actuaJ capital costs pursuant to Section 18 of this Revised Basic Agreement. Such costs shah include the actual costs of (1) all materials and supplies used or purchased for capital improvement of the Joint System and (2) all contracts let by the Operator/Administrator for the performance of capital improvement projects. Provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of the capital expenses of the Joint System. 13.1.9 Audit. Annually the Operator/ Administrator shah cause the preparation of an independent accountant audit of the financial statements. Section 14 ASSISTANCE TO OPERATORIADMOR When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all services and duties it is to perform under the terms of this Revised Basic Agreement. Section 15 RIGHTS OF WAY AND LAND ACQUISITIONS The Operator/Administrator and/or any of the member agencies may, as agreed upon in writing by all the member agencies, act on behalf of the member agencies in acquiring lands and rights of way necessary for the operation, maintenance, ownership, and use of the Joint System. section 16‘ PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 16.lAJlocation of Exnenses. All operation, maintenance and administration expenses for Units I and J of the Joint System, hereafter referred to as 0 & M expenses, shall be paid by each member agency 11 based on each member agency’s percentage of ownership and usage in these units. For the purpose of this section, the following definitions shall apply: “usage” shall mean the costs for power, chemicals, maintenance, and other sewage treatment, solids handling, and disposal processes which result from wastewater entering Unit I or Unit J; “ownership” shall mean the costs for insurance, administration expenses, laboratory expenses, plant operations, services and maintenance, and other wastewater collection and treatment, solids handling and effluent disposal costs which are incurred irrespective of the amount of wastewater which enters Unit I or Unit J. 16.2Pavrnent Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and admlnistmtion expenses in accordance with Section 13.1 of this Revised Basic Agreement. 16.3Revenue from Bv-Products. Any revenue received from the sale of by-products arising out of the operation of the Joint System shall be apportioned to each member agency in the same proportion as their share of the 0 & M expenses for the Joint System in the year in which the revenue is received. Section 17 PAYMENT OF CAPITAL EXPENSES 17.1 Allocation of Exnenses. Unless otherwise specified herein, capital expenses shall be allocated based on existing or projected Unit I or Unit J ownership as appropriate. Exceptions are as follows: 17.1.1 Phase IV Expansion. Phase IV capacity and costs are allocated according to the methodology shown in Exhibit B, attached hereto andmade part of this Revised Basic Agreement by reference. 17.1.2 Joint Flow Metering System. Each member agency is responsible for the capital expenses of meters and monitors serving its respective service area. Capital expenses for the monitors serving the entire Exhibit A service area shall be paid on the basis of Unit J. flow. 17.1.3 Additional Land/Right of Way Acquisition. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2 Pavment Schedule.Unless otherwise specified herein, capital expenses shall be billed and paid m on a quarterly basis, based on the expenses incurred in the preceding quarter. Exceptions are as follows: 17.2.1 Phase IV Expansion, Phase IV contract expenses approved by the Operator/Administrator shall be paid once a month based on invoices from the contractor, the design engineer, and the construction manager. The payments will vary over the duration of the job. The Operator/Admmktrator shall notify the member agency financial representatives of the amounts needed following receipt of each month’s invoices. In addition, upon the completion and acceptance by the Operator/Adtnl&rator of each of: (a) the Western Summit/TIC construction contract project, and (b) the Phase IV odor control and associated facilities, and (c) again, upon completion and acceptance of the Avnn;A~ l?nAnsn et-, ..,;Asn;nn rr+n:m., l-e, thn P&r t.f Porlrh.4 MI he rr,.n+me+ .,r;th lXY A .A;. lCtmPn+P ., .-., ., . WASTEWATER \ .i AUTHORITY ENCINA WASTEWATER AUTHORITY ENC-INA t-\ - ND,lh San Dl*p CO”“,” A Public Agency 6200 Avenida Encinas LETTER OF TRANSMITTAL ClTYOFCARlQRAn OFFICE m- I City.of Carlsbad 1200 Carlsbad Village Drive Carlsbad CA 92008 Project No. Date: January 13, 1999 Subject: Certificate of Ins, Attn: Lee Rautenkranz, City Clerk Certificate of Coverage CSRHA The following items are transmitted: Kl Herewith 0 Under Separate Cover Via: U , S , Ma i 1 Number of Copies Description 4 Certificate of Insurance - CSRMA 4 Certificate of Coverage - CSRMA The above items are submitted: 0 At your request 0 For your approval 0 Per contract dated 0 For your review 0 For your actron 0 m For your files 0 For your information General remarks: Copies to: KH: lc Transmitted by: Kevin Hardy, Director Finance & Human Resources Forward reply to Encina Water Pollution Control Facility SERVING THE CITY OF VISTA CITY OF CARLSBAD, BUENA SANITATION DISTRICT, VALLECITOS WATER DISTRICT, LEUCADIA COUNTY WATER DISTRICT AND ENCINITAS SANITARY DISTRICT , - I CERTIFICATE OF INSUMNcE ISSUE DATE: 12/30/98 I , :!?::CUCER 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS xobect F. Driver Company, Inc. 1 NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, 2Ji Spear Street. Suite 1620 EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BEMW. SJn ir.3nclsc0, CA 94105 I ~:5.371.5400 1 COMPANY LETTER A ROYAL INDEMNITY COMPANY I I : :isL'2s3 1 C0MPANY LE'ITER B Bnclna Wastewater Authority Member of CSRMA 1 COMPANY LETTER C 6200 Avenida Encinas t Carlsbad, CA 92009-0171 1 COMPANY LETTER D I 1 COMPANY LETTER E < COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY ?ERiOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT To WHICH -HIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED SY THE WLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE :ERyS, EXCLUSIONS, AND CONDITIONS OF SUCH WLICIES. LiMITS SHOWN MAY HAVE BEEN REDUCED BY CLAIMS. I 13 j 27-R / TYPE OF INSURANCE 1 POLICY NUUBER 1 I t I 1 GENERAL LIABILITY I ~CWIERCIAL GENERAL LIABILITY f YCLAIMSMADE ~;~CCURENCE I u YOWNER'S & CQNTRACI'OR'S PROT. YEXCESS PUBLIC ENTITY LIAB. P I I I 1 AUTOMOBILE LIABILITY RAN-Y AUTO r;HIREDAUTOSj HNON-OWNED ( :ALLOWNEDAUTOSj IAUTOS I ~SCHEDULED AIJTD~~EE&Y I I L 1 1 & j EXCESS LIABILITY A LUMEIRELLA FORM 1 RHJo90050 ~OTWER ~-IAN UMBRELLA FORM I I I 1 WORKERS' COMPENSATION AND EMPLOYERS' LIABILIn I I 1 OTmR l I EXCESS OF $750,000 SIR PUBLIC ENTITY FORM I I I I- J- I / I I I t I I i POLICY EFF. DATE 12/31/98 !- I I t I I I I t l- I + I I WLICY EXP. 1 ALL LIMITS IN THOUSANDS DATE I I I i IGENERAL AGGREGATE I $ ! I I I IPUBLIC ENTITY EM) AGGR. 1 S I I I I IPERSONAL & ALIV. INJURY I s I I 1 EACH OCCURRENCE* I s I I IFIRE DAMAGE (Any 1 fire) I S t I ! IMEDICAL EXP. (Any 1 pers.) I S 1 I I I ICOMBINED SINGLE LIMIT' 1 $ I I 1 I IBODILY INJURY (Per Person) I $ I t L I IBODILY INJURY (Per Act.) I S I I I [PROPER= DAMAGE I s I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . 1 . . . . . * . . . . . . . . . . . . . . 1 :::::::::::::::::::: 1 OC=NCE AGGREGATE 12/31/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000, I s 10,000, I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 1 I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *. (EACH ACCIDPPT) (DISEASE-POLICY LIMIT) (DISEASE-EACH EMPLOYEE) L I 3ES:RIPTION OF OPERATIONS/LQCATIONS/VEHICLES/SPECIAL ITCMS The Cercifrcate Holder is named as Additional Insured as respects the lease of one 24"x40" mobile office to Encina iiastewacer Authority at 6200 Avenida Encinas. Carlsbad, CA. Re: Lease Agreement NO. 04159B-AS. I 32TIFICATE HOLDER 5ypress Modular, Inc. :a01 Sroadway Suite ZLO Walnut Creek, CA 94596 ?.ttn: Alex Sufl i CiWCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT 1 FAILURE TO MAIL SUCH A NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 1 OF ANY KIND UWN THE COMPANY, ITS AGENTS OR REPRESENTATIVES. I / AFPRIZED REPRESENTATIVE I I, i c 1, , I Ref. 19 . f , CERTIFICATE OF INSURAJLL' ISSUE DATE: 12/30/98 I ?OCUCEi? 1 THIS CERTIFICATE IS ISSUE; AS A MATTER OF INFORMATION ONLY AND CONFERS Robert F. Driver Company, Inc. NO RIGHTS UPON THE CERTIF:xTE HOLDER. THIS CERTIFICATE WES NOT AMEND, 201 Spear Street, Suite 1620 EXTEND OR ALTER THE COVERASI AFFORDED 3Y THE POLICIES BELOW. San Francisco, CA 94105 1:5.371.5400 1 COMPANY LETTER A ROYAL I%EMNITY CCMPANY ! I :!:SURED 1 COMPANY LETTER B Enclna Wastewater Authority I Member of CSRMA 1 COMPANY LETTER C 6200 Avenida Encinas Carlsbad, CA 92009-0171 1 COMPANY LETTER D I 1 COMPANY LETTER E < COVERAGES THIS IS TU CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED T3 THE INS-D NAMED ABOVE FOR THE POLICY ?ERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY COmCT OR OTHER DOCUMENT WITH RESPEm TO WHICH -?F(IS CERTIFICATE NAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL:CI ES DESCRIPED HEREIN IS SUBJECT TO ALL THE TERVS. EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVB BEEN R;TUCED BY CIAIMS. / I I 3 1 ( L.x 1 TYPE OF INSURANCE ; WLICYNUMBER 1 WLICY EFF. DATE 1 I I I I 1 GENERAL LIABILITY I RCOMMERCIAL GENERAL LIABILITY 1 ;CLAIMS MADE r; OCCURENCE ;OWNER'S h CO&R'S PROT. ~~ExCESS m3r.m Ermm LIAB. t-J I / I I I 1 AUTOMOBILE LIABILITY b f I ANYAUTQ ~;HIRBDAUTOSI HNON-OWNED I ;ALLOWNEDAUTOSI IAUTOS I I YSCHEDULED AUTOS;~k'Y 1 I 0 I I I I I 1 EXCESS LIABILITY I h A I IUHBRELLA FORM 1 RHJ090050 12/31/98 !OTHER THAN UMBRELLA FORM I I I I I 1 WORKERS' COMPENSATION I AND EMPLOYERS' LIABILITY 1 I I 1 I l I OTHER XS 5750.000 SIR PUBLIC ENTITY FORM 1 5ESCRIPTION OF OPE~TIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS T I I I I I L t I I L I POLICY SXP. I ALL LIMITS IN THOUSANDS DATS I I I IGENERAL AGGREGATE I s I I IPUBLIC ENTITY E&Q AGGR. 1 5 t I I IPERSONAL & AD'.'. INJURY I s I 1 IEACH OCCURRENCE* I s [FIRE DAMAGE (Any 1 fire) i S t I 1 1MBDICA.L EXP. (Any 1 pers.11 S I I , I I /COMBINED SINGLE LIMIT* 1 S I I I I IBoDILY INJURY (Per Person) 1 S I I I IBODILY INJURY (Per Act.) I S I I I /PROPERTY DAMAGE I s I I I . . . . . . . . . . . . . . . . . . . . ,................... . . . . . . . . . . . . . . . . . . . . 1 . . . . . . . . . . . . . . . . . . . .I :::::::::::::::::::: 1 OCZCE AGGREGATE 12/31/ 99 . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..-........ 10,000, 1 s 10.000. I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I ! 8 I I . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 STATUTORY 1:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: 1 I I I (EACH ACCIDENT) (DISEASE-POLICY LIMIT) (DISEASE-BACH EMPLOYEE) I I ADDITIONAL INSURED AS RESPECTS THE COGENERATION AGREEMENT WITH ENCINA WASTEWATER AUTHORITY. 30 DAY NOTICE OF CANCELLATION REQUIRED. :ERTIFICATE HOLDER SAN DIEGO GAS & ELECTRIC FUELS h POWER SUPPLY DEPARTMENT (EB-l3D) I CANCELLATION I SHOULD ANY OF THE ABOV? ZESCRIBED nLICIES BE CANCELLED BEFORE THE I EXPIRATION DATE THEREOF, THE ISSUISG COMPANY WILL ENDEAVOR To MAIL 30 1 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT I FAILURE TO MAIL SUCH A NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 1 OF AN-f KIND UWN THE CCMPANY, ITS AGENTS OR REPRESENTATIVES. I SAN DIEGO. CA 92112 Attn: MR. L. RAY VICK ENERGY ADMINISTRATOR ZED REPRESTATIVE Ref. 8 1 1 * CERTIFICATE OF INSURALE ISSLZ DATE: 01/06/99 I I I ~TROOUCER 1 THIS CERTIFICATE IS ISSUED AS A &MATTER OF INFORMATiCN ONLY AND CONFERS 1 I Rcbert F. Drrver Company, Inc. 1 NO RIGKTS UPON THE CERTIFICATE HOLDER. THIS CERTIFIZATE DOES NOT AMEND, ! I 231 Spear Street, Suite 1620 1 EXTEND 3R ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. I I San Francisco, CA 94105 I ! 4:5.371.5400 1 COMPN LETTER A ROYAL INDEMNITY CgMPANY I 1 I i / :NsmE3 1 COMPANY LETTER 9 I Enclna Wastewater Authority I i Member of CSRMA 1 COMPANY LETTER C I 6230 Avenlda Enclnas I I Carlsbad. CA 92009-0171 '- 1 COMPANY LETTER D I t i ) COMPANY LETTER E I COVERAGES THIS Is To CERTIFY THAT THE POLICIES 0~ INSUI~N~E LISTED BEM~ HAVE BEEN ISSUED TO THE INSURED NAMED A.Bovz FOR THE mLIcy I ?ERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER WCUMENT WI= RESPECT TO WHICH ! THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUFANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT To ALL THE 1 Y3eLs. EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. LiMITS SHOWN &AY HAVE BEEN REDUCED BY CLAIMS. 1 I I 1 1 -0 1 1 ; POLICYNUMBER 1 POLICY EFF. 1 POLICY EXP. 1 ALL LIMITS IN THOUSAM)S I ,TR 1 TYPE OF INSURANCE DATE I DATE I / , I , 1 1 GENERAL LIABILITY 1 ~COMMERCIAL GENERAL LI~ILI~ 1 ;CLAiMS MADE ~OCCVRFNCZ I ;OWNER'S & CO&RlS PROT. 1 YEXCESS PUBLIC ENTITY LIAB. I r I , 1 AUTOMOBILE LIABILITI LANY AUTO 7l HIRED AUTOS( Fl HNON-OWNED 1 ALLOWNEDAUTOSI IAUTDS +/GARAGE I ~SCHEDULED AUT~SI ILIABILITY I I I I I t I EXCESS LIABILITY A p,UMBRELLA FORM ) RHJO90050 ZOTHER THAN UMBRELLA FORM I t t I I 1 WORKERS' COMPENSATION I AND ( EMPLOYERS LIABILITY I / ! I OTHER XS $750,000 SIR PUBLIC ENTITY FORM I L t t I 1 I IGENE.RAL AGGREGATE t s r IPUBLIC ENTITY E&O AGGR. [ $ t I I IPERSONAL & ADV. INZURY / $ t I I IEACH OCCURRENCE* I s t I IFIRE DAMAGE (Any 1 fire) I $ t I I IMEDICAL EXP. (Any I pers.) 1 s I 1 I 1 1 ICOMBINED SINGLE LIMIT' 1 S I I I 8 4 IBODILY INJURY (Per Person) I $ I I /BODILY INJURY (Per kc.) / $ I t I I ! IPROPERTY DAMAGE I s I t I I 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *.a . . . . . . . . . . . . 1 . . . . . * . . . . . . . . . . . . . . I EACK I :::::::::::::::::::: I OCCURRNCE AGGREGATE j 12/31/98 1 u/31/99 . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *. 1 s 10,000, I . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I t I t (EACH ACCIDENT) (DISEASE-?OLICY LIMIT) I 5 (DISEASE-ZACH EMPLOYEE) / I t , I 5 / 2 I 1 , 1 TESCRIPTION OF OPERATIONS/LQCATIONS/vEKICLES/SPECIAL ITEMS I New England Mutual Life Insurance Company, c/o Business Real Estate Management Company, 703 Palomar Al-rport Road, I Sulce 250, Carlsbad. CA. 92009, known as the landlord, is an Addltional Covered Party as respects the Lease Agreement I ,*ith Encina Wastewafer Authority. I I < ZRTIFICATE HOLDER 1 CANCELLATION I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CASCELLED BEFORE THE I EXP:?ATION DATE THEREOF, THE ISSUING COMPANY WILL -3JDEAVOR TO MAIL 30 ! DAYS 'WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, B'UT / FAILURE TO MAIL SUCH A NOTICE SHALL IMPOSE NO 0BL:GATION OR LIABII:TY j OF iLw KIND UWN THE COMPANY, ITS AGENTS DR REPR5SZ:NTATIVES. I Business Real Estate Management Company 1 703 Palomar Airport Road 1 AUTHORIZED REPRESENTATIVE I Suite 250 II 1 Carlsbad., CA 92009 I Ref. 10 I CERTIFICATE OF INSURAh,d ISSUE DATE: 12/30/9a I 2R’SDUCER Robert F. Driver Company, Inc. 201 Spear Street, Suite 1620 San Francisco, CA 94105 415.371.5400 j ~-g~gqi&! v+s S A MATTER OF INFORMATION ONLY AND CONFERS CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, FORDED BY THE POLICIES BELOW. 1 ROYAL INDEMNITY COMPANY / I I . 4 : ?IjURED Enclna Wastewater Authority t Member of CSRMA 1 COMPANY LETTER C 6200 Avenrda Encinas I Carlsbad, CA 92009-0171 1 COMPANY LETTER D i COMPANY LETTER E I CGVERAGES THIS IS To CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVS BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY I ?ERIGD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH / THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE I TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY CLAIMS. I ‘-3 i I i POLICY EFF. LTR] TYPE OF INSUFANCS 1 POLICYNUMBER ( DATE I , I I ( GENERAL LIABILITY RCOMMERCIAL GENERAL LIABILITY 1 I ;CLAIMS MADE r;occuRENcE I I ;OWNER@S h CO&R'S PROT. f I H ( IEXCESS PUBLIC ENTITY LIAB. !- I I , 1 AUTOMOBILE LIABILITY I >ANY AUTO r;HIREDAlJTOSI HNoN-~~~~~ED 1 ;ALLOWNEDAUTGSI IAUTOS I I YSCHEDULED A,S;:~:ITY 1 / I I I , I I I I 1 EXCESS LIABILITY l-l I I A 1 IUMBRELLA FORM 1 RHJo90050 1 i2/31/98 YOTHER THAN UMBRELLA FORM I I t I f WORKERS' COMPWSATION I AND 1 EMPMYERS' LIABILITY I I I ) OTHER l I EXCESS OF 5750,000 I I PUBLIC ENTITY FORM I / / =ESCRIPTION OF OPE~TIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS T c I + I t I t I I POLICY EXP. 1 ALL LIMITS IN THOUSANDS DATE I I 1 I I I 1 GENERAL AGGREGATE I s I t I I IPUBLIC ENTITY E&O AGGR. 1 S I I I IPERSONAL h ADV. INJURY I s t I I IEACH OCCURRENCE' I s IFIRE DAMAGE (Any 1 fire) i S I I IMEDICAL EXP. (Any 1 pers.) 1 S , I I I ICOMBINED SINGLE LIMIT' I s I I I leOOILY INJURY (Per Person) I S t 1 I IBODILY INJURY (Per Act.) I S I I 1 1 IPROPERTY DAMAGE I $ I I I I 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . f . . . . . . . . . . . . . . . . . . . . ’ EACH :::::::::::::::::::: 1 OCCURRENCE AGGREGATE 12/31/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v . . . . . . . . . . . . . . . . . . . . . . . . . 1 10,000, 1 s 10,000, I . . . . . . . . . . . . . . . . . . *. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (EACH ACCIDENT) (DISEASE-POLICY LIMIT) (DISEASE-EACH EMPLOYEE) I 1 The City of Vista, its employees, officials and agents are named Additional Insured as respects General Liability only. I ZERTIFICATE HOLDER C~cy of Vlsca I 1 CANCELLATION I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TU MAIL 30 1 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT 1 FAILURE TO MAIL SUCH A NOTICE SH4L.i IMPOSE NO OBLIGATION OR LIABILITY 1 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. I P.O. BOX 1988 t I Vista, CA 92085-1988 1 AUTI+ORIZED REPRESEHTATIVE I ACtn: Wendy Romagnolr I ' I I I Ref. 16 I I . CERTIFICATE OF COVERAGE I ISSUE DATE: 12/30/9a I ?F.CGRAM ADMINISTRAMR Robert F. Driver Company, Inc. 201 Spear Street, Suite 1620 San Francrsco, CA 94105 ~15.371.5400 'RCGR4M MEMBER Encina Wastewater Authority Member of CSRMA 6200 Avenida Encinas Carlsbad. CA 92OG9-0171 i THE PROGRAM MEMBER HAS FOR A PUBLIC PURRPOSE BENEFICIAL TO THE MEMBER, I ) ENTERED INTO A CONTRACT WITH THE ADDITIONAL COVERED PARTY AND SUCH I 1 CONTRACT PROVIDES FOR INDEMNIFICATION OF THE ADDITIONAL COVERED PARTY BY 1 1 THE MEMBER. COVERAGE AFFORDED IN NO EVENT EXCEEDS THAT COVERAGE AFFORDED 1 -I BY THE MEMORANDUM OF CQVERAGE DESCRIBED AS "TYPE OF COVERAGE". 1 THIS COVERAGE GOES NOT EXTEND T0 THE SOLE NEGLIGENCE, OR WILLNL MISCONDUCT OF THE ADDITIONAL COVERED PARTY. MEMORANDUM OF C-OVERAGE NUMBER PROGRAM AFFORDING COVERAGE CSL EWA 9899 1 1 California Sanitation Risk Management Authority (C.S.R.M.A.) I 3 COVERAGES THIS IS T0 CERTIFY THAT THE COVERAGE IS AFFORDED TU THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE COVERAGE PERIOD SHOWN BELCW, NOTWITHSTANDING ANY REQUIREMENT, TERM OR COh3:TI';N OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR NAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS S'UBJECT TU ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM(S) OF COVERAGE. THE FOLLOWING COVERAGE IS IN EFFECT: SL-BLIC ENTITY LIABILITY IS DEFINED IN THE MEMORANDUM(S) OF COVERAGE ON FILE WITH THE ENTITY, AND COPIES ARE AVAILABLE ON REQUEST. 1 4 TYPE OF COVEiUGE: I LIABILITY LIMIT PER ?UBLIC ENTITY LIABILITY INCLUDING: 1 COVERAGE PERIOD DEDUCTIBLE OCCURRENCE GENERAL LIABILITY: =GENERAL LIABILITY 1 FROM: 12/31/98 t-;1coNTRACTUAL LIABILITY ) TO: 12/31/99 ~PRODUCTS/COMPLETED OPERATIONS 1 YPUBLIC OFFICIALS LIABILITY u I s 25,000 I s 750,000 I / AUTOMOBILE LIABILITY r;;OWNED AUTOMOBILES !NON-OWNED AU~~~BILES ~HIRED AUTOMOBILES u OTHER I I FROM: i2/3i/sa I To: 12/31/99 1 I I FROM: / TO: 25,000 750,000 f s I 3ESCRIPTION OF OPE~TIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS The City of Vista, its employees, officials and agents are named Additional Insured as respects General Liability only. IGRTIFICATE HOLDER City of Vista P.O. BOX 1988 Vlsca. CA 92085-1988 Actn: Wendy Romagnoll CANCELLATION SHOULO ANY OF THE ABOVE COVEFAGE(S: BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE T0 MAIL SUCH A NOTICE SHALL IMWSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. t 1 AUTHORIZED REPRESENTATIVE . .- CERTIFICATE OF COVERAGE ISSUE DATE: 01/06/99 :PCCRA.c! ADMINISTRATOR Rccert F. Driver Company, Inc 20: Spear Street, Surte 1520 ;an Francisco, CA 94105 4?5.371.5400 ?RGGRA'+ MEMBER Er.c:na Wastewater Author;ty Member of CSP.MA 6200 Avemda Encinas Carlsbad. CA 92009-017: i THE PROGRAM MEMBER HAS FOR A PUBLIC PrJRWSE BENEFICIAL TO THE MEMBER, 1 ENTERED INTO A CONTRACT WITH THE ADDITIONAL COVERED PARTY AND SUCH 1 CONTRACT PROVIDES FOR INDEMNIFICAXTiON OF THE ADDITIONAL COVERED PARC! 31 1 THE MEMBER. COVERAGE AFFORDED IN NO EVENT EXCEEDS THAT COVERAGE AFFC?.Z.SZ 1 BY THE MEMORANDL2-l OF COVERAGE DESCRIBED AS "TYPE OF COVERAGE". I THIS COVERAGE DOES NOT ZXTENE TO THE SOLE NEGLIGENCE, OR WILLFUL MISCONDUCT OF THE AZ"DITIONAL COVERED PARTY. I I i I HEMOP.ANDUM OF COVERAGE NUMBER 1 PROGRAM AFFORDING COVERAGE CSL EWA 9899 1 I Clf a L ornia Sanitation Risk Management Authority :C.S.R.M.A.) I ‘;@ COVERAGES THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FCR THF COVERAGE PERIOD SHOWN BELOW, NOTWITHSTANDING ANY REQKREMENT, TERM OR C'JNDITION OF ANY CONTRACT i)R OTHER DOCUMENT WITH XESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORAND'JMtS! OF COVERAGE. THE FOLLOWING COVERAGE IS IN EFFEC: 2UBLIC ENTITY LIABILITY IS DEFINED IN THE MEMORANDUM(S) OF COVERAGE ON FILE WITH THE ENTITY, AND COPIES ARE AVAILABLE ON REQUZST. 8 I I I TYPE OF COVERAGE: I I I LIABILITY LIMIT PER I PL'BLZC ENTITY LIABILITY INCLUDING: COVERAGE PERIOD DEDUCTIBLE OCCURRENCE GENERAL LIABILITY: r;;GENBRAL LIABILITY ;CoNTRACTUAL LIABILITY ~PR~DD~TS/COMPLETED 0e~zwTIo~s H 1 j?LlBLIC OFFICIALS LIABILITY u FROM: I2/31/98 TO: 12/31/99 25,000 750,000 I I AUTOMOBILE LIABILITY I I r;; OWNED AUTOMOBILES FROM: 12/31/98 H 1 XINON-OWNED AUTOMOBILES TO: 12/31/99 I s 25,000 g HIRED AUTOMOBILES I I I s 750,000 I I OTHER I FROM: TO: I 5 I 5 I I I 2ESCR:FTION OF OPERATIONS/LQCATIONS/VEHICLES/SPECIAL ITEMS New England Mutual Life Insurance Company, c/o Business Real Estate Management Company, 703 Palomar Airport Road, surce 250, Carlsbad, CA. 92009, known as the landlord, is an Additional Covered Party as respects the Lease Agreement with Encina Wastewater Authority. ZRTIFICATE HOLDER Business Real Estate Management Company 703 Palomae Arrport Road Sulre 250 ZJr!sbad,, CA 92009 1 i CANCELLATION I SHOULD ANY OF THE ABOVE COVERAGEiSi BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAiL I: DAYS WRITTEN NOT:CE TO THE: CERTIFICATE HOLDER NAMED TO THE LEFT, 8;: 1 FAILURE TO MAiL SL'CH A NOTICE SHALL IMPOSE NO OBLIGATION OR LIABIIIZ ( OF ANY KIND UPON THE COMPRI\PI, :TS AGENTS OR REPRESENTATIVES. I i 1 AUTHORIZED REPRESENTATIVE 1 \ . CERTIFICATE OF COVERAGE 1 ISSUE DATE: 12/30/9a I ?RCGRAM ADMINISTRATOR Robert F. Driver Company, Inc 201 Spear Street, Suite 1620 San Francisco. CA 94105 4L5.371.5400 ?ROGRAM MEMBER Encina Wascewater Authority Member of CSRMA 6200 Avenida Encinds Carlsbad. CA 92009-0171 I 1 THE PROGRAM MEMBER HAS FOR A PUBLIC PURPOSE BENEFICIAL TO THE MEMBER, / ENTERED INTO A CONTRACT WITH THE ADDITIONAL COVERED PARTY AND SUCH I CONTRACT PROVIDES FOR INDEMNIFICATION OF THE ADDITIONAL COVERED PARTY BY ) THE MEMBER. COVERAGE AFFORDED IN NO EVENT EXCEEDS THAT COVERAGE AFFORDED I BY THE MEMORANDUM OF COVERAGE DESCRIBED AS "TYPE OF COVERAGE". i i THIS COVERAGE DOES NOT EXTEND TO THE SOLE NEGLIGENCE, OR WILLFUL 1 MISCONDUCT OF THE ADDITIONAL COVERED PARTY. -I MEMORANDUM OF COVERAGE NUMBER PROGRAM AFFORDING COVERAGE CSL EWA 9899 1 California Sanitation Risk Management Authority (C.S.R.M.A.1 I COVEPAGES THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THB ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE COVERAGE PERIOD SHOWN BELOW, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITICN OF ANY CO-C?' CR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM(S) OF COVERAGE. THE FOLLOWING COVERAGE IS IN EFFECT: ?UBLIC SNTITY LIABILITY IS DEFINED IN THE MEMOPANDIBl!S) OF COVERAGE ON FILE WITH THE ENTITY, AND COPIES ARE AVAILABLE ON REQUEST. TYPE OF COVERAGE: I PUBLIC ENTITY LIABILITY INCLUDING: 1 COVERAGE PERIOD DEDUCTIBLE I LIABILITY LIMIT PER I OCCURRENCE GENERAL LIABILITY: I r;;GENERAL LIABILITY 1 FROM: 12/31/98 ~CONTRAclwAL LIABILITY ; TO: 12/31/99 ~PR~DUCTS/COMPLETED OPERATIONS 1 H 1 IPUBLIC OFFICIALS LIABILITY u S 25,000 s 750,000 I AUTOMOBILE LIABILITY I iOWNED AUTOMOBILES FNON-OWNED AUTOMOBILES EHIRED AUTOMOBILES I FROM: 12/31/9a 12/31/99 s 25,000 I s 750,000 4 I OTHER I FROM: I To: I s I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS ADDITIONAL COVERED PARTY AS RESPECTS THE COGENERATION AGREEMENT WITH ENCINA WASTEWATER AUTHORITY. 30 DAY NOTICE OF CANCELLATION REQUIRED. CERTIFICATE HOLDER SAN DIEGO GAS h ELECTRIC FUELS & POWER SUPPLY DEPARTMENT :EB-13D) P.O. BOX la31 SAN DIEGO. CA 92112 Attn? MR. L. RAY VICK ENERGY ADMINISTRATOR 1 I 1 CANCELLATION I SHOULD ANY OF THE ABOVE COVERAGE(S; BE CANCELLED BEFORE THB I EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 1 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT 1 FAILURE TO MAIL SUCH A NOTICE SHALL IMPOSE NO OBLIGATION OR L:ABILITY 1 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. I I i 1 AUTHORIZED REPRESENTATIVE t 1 -\ : I I 1 CERTIFICATE OF COVERAGE ISSUE DATE: l2/30/90 I jr'ROCIUM ADMINISTRATOR / THE PROGRAM MEMBER HAS FOR A PUBLIC PURPGSE BENEFICIAL TO THE MEMBER, I Robert F. Driver Company, Inc. 1 ENTERED INTO A CONTRACT WITH THE ADDITIONAL COVERED PARTY AND SUCH 201 spear street, suite 1620 ) CONTRACT PROVIDES FOR INDEMNIFICATION OF THE ADDITIONAL COVERED PARTY 3Y San Francisco, CA 94105 1 THE MEMBER. COVEPAGE AFFORDED IN NO EVENT EXCEEDS THAT COVERAGE AFFGRXD 415.371.5400 BY THE MEMORANDUM OF COVERAGE DESCRIBED AS "TYPE OF COVERAGE". 'RCGPAM MEMBER Encina Wastewater Authority Member of CSFMA 6200 Avenrda Encinas Carlsbad. CA 92009-0171 THIS COVERAGE DOES NOT EXTEND To THE SOLE NEGLIGENCE, OR WILLFUL MISCONDUCT OF THE ADDITIONAL COVERED PARTY. i MEMORANDUM OF COVERAGE NUMBER 1 PROGRAM AFFORDING COVERAGE I CSL EWA 9899 1 i California Sanitation Risk Management Authority (C.S.R.M.A.) I COVERAGES THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE COVERAGE PERIOD SHOWN BELOW, NDTWITHSTANDING ANY REQUIREMEHT, TERM OR CGNDITION OF ANY CONTRACT OR OTHER WCUMENT WITH RESPECI M *WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECI TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMOMNDUM(S) OF COVERAGE. THE FOLLOWING COVERAGE IS IN EFFECI: ?L%L:C ENTITY LIABILITY IS DEFINED IN THE MEMORANDuH(S) OF COVERAGE ON FILE WITH THE ENTITY, AND COPIES ARE AVAILABLE ON RZQUEST. r t I f I I L I I t I L T f f 1 J- I I t L I TYPE OF COVERAGE: I PLBLIC ENTITY LIABILITY INCLUDING: i COVERAGE PERIOD LIABILITY LIMIT PER OCCUPRENCE DEDUCTIBLE GENERAL LIABILITY: i ;GENERAL LIABILITY ; FROM: 12/31/98 ~coNTRAClwAL LIABILITY 1 TO: 12/31/99 ~PRODUCTS/C~M~LSTED OPERATIONS i H 1 /PUBLIC OFFICIALS LIABILITY u S 25,000 s 750,000 I AUTOMOBILE LIABILITY I r;;OWNED AUTOMOBILES 1 FROM: 12/31/95 !NON-OWNED AUTOMOBILES I To: 12/31/99 H 1 XIHIRED AUTOMOBILES u s 750,000 s 25,000 s OTHER i ; FROM: 1 TO: 5 I ZESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS The Certificate Holder 1s named as Additional Insured as respects the lease OC one 24"x40" mobile office to Encina Wasfewater Authority at 6200 Avenida Encinas, Carlsbad. CA. Re: Lease Agreement No. 041598-AS. CERT:FICATE HOLOER Cypress Modular, Inc. 1401 Broadway Salfe 210 Walnut Creek, CA 94596 Attn: Alex Sufi i CANCELLATION SHOULD ANY OF THE ABOVE COVERAGEiS) BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Bb" FAILURE TO MAIL SUCH A NOTICE SHALL IMPOSE NO OBLIGATION OR LIABIL:?I 1 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. I 1 AUTHCjRIZED REPRESENTATIVE / ENCINA WASTEWATER AUTHORITY A Public Agency 6200 Avenida Encinas Carlsbad. CA 92009-017 1 Telephone (760) 438-394 I FAX (760) 438-3861 (Plant) (760) 43 I- 7493 (Admin) LETTER OF TRANSMITTAL City of Carlsbad To: City of Vista/Buena Sanitation District Vallecitos Water District Leucadia County Water District City of Encinitas Attention: Office of the City Clerk/Board Clerk Project No. Date: March 18, 1999 Subject: Revised Basic Agreement The following items are transmitted: Number of Copies 1 X Herewith - _ Under Separate Cover Via: U.S. MAIL Description Copy of Signed Revised Basic Agreement The above items are submitted: _ At your request For your review X For your files - _ For your approval 1 For your action - For your information Per contract dated - -Other General remarks: Copies to: MAM Members Greg Moser MTH:am Forward reply to Encina Water Pollution Control Facility SERVING THE CITY OF VISTA, CKY OF CARLSBAD. BUENA SANITATION DISTRICT, VALLECITOS WATER DISTRICT, LEUCADIA COUNTY WATER DISTRICT AND CITY OF ENCINITAS . REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM i AS AMENDED AUGUST 12,199s Refz F&HR.994109 TABLE OF CONTENTS Page RECITALS .,....,.,.,............................................,,,...*..........,..............................................~.......... 1 Section 1 1.1 1.2 1.3 1.4 1.5 Section 2 Section 3 3.1 3.2 3.3 Section 4 Section 5 5.1 5.2 Section 6 Section 7 Section 8 Section 9 9.1 9.2 Section 10 10.1 10.2 Section 11 11.1 11.2 11.3 11.4 11.5 11.6 11.7 Section 12 12.1 12.2 Section 13 13.1 DEFINITIONS .......................................................................................... 2 Joint Advisory Committee (JAC) ............................................................... 2 Joint System ........................................................................................... 2 Member Agencies .................................................................................... 2 Operator/Administrator ............................................................................ 2 Biosolids ................................................................................................. 2 JOINT PARTXIPATION ........................................................................... 2 AREA TO BE SERVED BY THE JOINT SYSTEM .......................................... 2 Existing Service Area ............................................................................... 2 Revisions to the Service Area ................................................................... 2 Prohibition on Discharges from Outside the Exhibit A Service Area.. ........... 3 ENLARGEMENT OF THE JOINT SYSI-EM ................................................... 3 PROTECi-ION OF THE JOINT SYSi-EM/SOURCE CONTROL ....................... 3 Protextion of the Joint System .................................................................. 3 Prohibitions.. ........................................................................................... 3 CAPACITY AND USE OF CAPACITY (CAPACTPI INFRINGEMENT) .............. 3 CAPACITY MONITORING ......................................................................... 4 ACQUISITION/SALE OF EXCESS CAPACITY .............................................. 4 CAPACITY RIGHTS IN UNITS ................................................................... 4 Unit I and Unit 3 Capacity ......................................................................... 4 Unit I Capacity Infringement .................................................................... 4 9.2.1 Flow Calculation .............................................................................. 4 9.2.2 Monitoring of Capacity Demand ....................................................... 5 9.2.3 Excess Use a Trespass .................................................................... 5 9.2.4 Indemnity and Hold Harmless ......................................................... 5 9.2.5 License Payments ........................................................................... 5 9.2.6 Restrictions on Use Over 40% of Reserve ........................................ 6 9.2.7 Reserve Capacity ............................................................................ 6 9.2.8 Sole Method of Allocation ................................................................ 6 CAPACITY RIGHTS FOR RECLAMATION ....................................... 7 Future Reclamation ................................................................................. 7 Existing Reclamation ............................................................................... 7 JOINT ADVISORY COMMITTEE .................................................... 7 Powers ................................................................................................... 7 Representation on JAC ........................................................................... 8 Officers of JAC ....................................................................................... 8 Meetings of the JAC ................................................................................ 8 Rules ..................................................................................................... 8 Payment for Attendance ......................................................................... 8 Assistance from the Operator/Administrator ............................................. 9 OPERATOR,/ADMINIS ...................................................... 9 General Duties ........................................................................................ 9 Designation and Specific Powers .............................................................. 9 BUDGETING AND ACCOUNTING .................................................. 9 Annual Budgets ....................................................................................... 9 Section 14 Section 15 Section 16 16.1 16.2 16.3 Section 17 17.1 17.2 Section 18 18.1 18.2 18.3 Section 19 Section 20 Section 21 Section 22 Section 23 Section 24 ASSISTANCE TO OPERATOR/ADMINISR -11 ........................... RIGKTS OF WAY AND LAND ACQUISITIONS ............................... 12 PAYMENT OF OPERAlION AND MAINTENANCE D(PENSES .......... 12 Allocation of Expenses ............................................................................ 12 Payment Schedule .................................................................................. 12 Revenue from By-Products ..................................................................... 12 PAYMENT OF CAPITAL EXPENSES ............................................... 12 Allocation of Expenses .......................................................................... 12 Payment Schedule.. ................................................................................ 12 SEI-I-LEMENT OF DISPUTE OR CONTROVERSY ............................ 13 Right to Arbitration ................................................................................. 13 Right of Observation ............................................................................. 13 Right to Expert Arbitration ...................................................................... 14 APPORTIONMENT OF LIABILITY ................................................. 14 NOTICES.. .................................................................................. 14 SEVERABILITY ............................................................................ 14 MODIFICATION OF AGREEMENT ................................................ 14 SUCCESSION .............................................................................. 14 APPROVAL .................................................................................. 14 Signature Page.. ...................................................................................... .15 Service Area Map .................................................................................... .16 Exhibit B .................................................................................................. 16 Exhibit C .................................................................................................. 17 - REVISEDBASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM AS AMENDED AUGUST 12,1998 THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered into this 12th day of August, 1998, by and among the CITY OF VISTA, a general law city (hereafter VISTA), the CITY OF CARlSBAD, a general law city (hereafter CARlSBAD), the BUENA SANTATION DISTRICT, a County Sanitation District (hereafter BUENA), the VALLECITOS WATER DISTRICr, a County Water District (hereafter VALLECITOS), the LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereafter LEUCADIA), and the City-of Encinitas, a general law city (hereafter ENCINITAS). WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service areas and are authorized to contract with other parties for the provision of such services: and WHEREAS, on July 13, l%l, VISTA and CARlSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, construct and operate a Joint Sewer System; and WHEREAS, the Basic Agreement provided that other municipal corporations and public districts or agencies may become parties to the Basic Agreement, thereby becoming members of the joint powers author@; and WHEREAS, on January 6,1964, BUENA became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos) became a member of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, on August 17,1971, LEUCADIA and ENCINITAS (then Encinitas Sanitary_District) became members of the joint powers authority and acquired certain interests and capacity rights in the Joint System; and WHEREAS, it is the desire of the parks hereto to (a) continue functioning through a joint powers authority and (b) modify and condense the enabling legal documents for the joint powers authority by entering into a Revised Basic Agreement pursuant to Article 1, Chapter 5, Division 7, Title 1 of California Government Code relating to the joint exercise of powers, for the purposes of planning, designing, owning, operating, and maintaining a joint sewer system and concurrently establishing, by separate agreement, the Encina Wastewater Authority. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOUOWS: -l- Section 1 DEFINITIONS For the purposes of this agreement the following terms shall have the meanings indicated: . . 1.1 Joint Advisors Committee (JACJ. A committee composed of representatives of the member agencies that advises both the member agencies and the Operator/Administrator on issues relating to the Joint System. 1.2 Joint Svstem. The Encina Water Pollution Control Facility (Unit I), and the Encina Ocean Otill (Unit J) including all related land, rights of way, and appurtenances. 1.3 Member Aaencies. The six members of the Encina Wastewater Authority: Vista, Carl&d, Buena, Vallecitos, Leucadia, and Encinitas. 1.4 Operator/Administrator. The public agency designated by the member agencies as being responsible for operating, maintaining, and administering the Encina Joint System. Since August 1,1988, the Operator/Administrator has been the Encina Wastewater Authority. 1.5 Biosolids. Primarily organic solid product, produced by the wastewater treatment processes, that can be beneficially recycled. Section 2 JOINT PARTXIPAlION The member agencies shall participate jointly in the planning, design, acquisition, construction, ownership, operation, maintenance and use of the Joint System (including any future expansions thereof), and shall pay for such activities as hereinafter specified. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existina Service Area. The area to be served by the Joint System is shown on Exhibit A, which is attached hereto and made a part of this Revised Basic Agreement by reference. Areas lying outside a member agency’s legal boundary but inside that member agency’s Eithibit A service area may be served by the member agency, providing the member agency provides assurance in the form of a legally binding agreement that these discharges will meet all applicable rules and regulations. Any wastewater or biosolids received from outside a member agency’s legal boundary pursuant to such agreement shall be regarded as the wastewater or biosolids of the member agency for the purposes of billing, capacity, and source control. 3.2 Revisions to the Service Area. Areas lying outside the Eithibit A service areas of the member agencies may be served, provided such areas are annexed by a member agency. Notification of such annexations must be made in writing to the Joint Advisory Committee so that Exhibit A can be modified as appropriate. Member agencies can also request alteration of their hhibit A service areas; such modifications must be approved in writing by all member agencies, as evidenced by receipt of resolutions from the governing bodies of all member agencies. Member agencies whose Exhibit A service areas are enlarged shall be responsible for providing adequate -_ capacity. -2- 3.3 Prohibition on Discharaes from Outside the Exhibit A Service Area. Each member agency agrees that it will neither permit nor knowingly countenance the use of the Joint System, directly or indirectly, for the disposal of wastewater or biosolids originating outside of its legal boundary except in the above manner, extent and conditions. Section 4 ENLARGEMENT OF THE JOINT SYSTEM Any member agency having first obtained the consent of Carlsbad and Vista, may at its sole cost and expense enlarge any portion of Unit I or 3 of the Joint System in which it is the owner of capacity rights and any increased capacity in such unit or portion resulting from such enlargement shall belong to the member agency paying the cost and expense thereof. No member agency shall unreasonably withhold consent to such enlargement. Any such enlargement shall be constructed in accordance with plans and specifications approved by Cat-Mad and Vista. Section 5 PROTECnON OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protection of the Joint Svstem. The Joint System shall not be used by any member agency for any purpose other than the conveyance, treatment, reuse, or disposal of wastewater and its by-products. Wastewater shall be construed to mean domestic sewage and trade wastewaters. Each member agency shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type and condition of wastewater permitted to be discharged into the sewers under its control and shall prohibit the discharge of any wastewater which would be detrimental to the Joint System, or to the use of by-products generated by the Joint System. Such ordinances, resolutions, rules and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administratot’s industrial pretreatment regulations. 5.2 Prohibitions. No member agency shall allow excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Joint System without the consent of all other member agencies. No member agency shall authorize a discharge from any groundwater cleanup site unless the discharge is authorized in advance by the Operator/Administrator. Section 6 CAPACI-W AND USE OF CAPACrrY (CAPACTTY INFRINGEMENT) Each member agency shall own and enjoy a perpetual right to use its Joint System capacity in the proportions set forth immediately below herein. No member agency shall in any way grant, encumber, limit or restrict its interest in any part of the Joint System for any purpose other than the treatment and disposal or reuse of wastewater and the management of wastewater treatment byproducts, or use the Joint System or any part thereof to a greater percentage than its capacity rights, except as set forth in Section 9 herein, without the prior written consent of the other member agencies, provided that no such excessive use without written consent shall be construed as a waiver of capacity rights by any member agency. -3- Section 7 CAPACITY MONmORING . Each member agency shall participate in a joint flow metering system, operated and administered by the Operator/Administrator, and facilitate such measurements of flow into the Joint System as needed for billing purposes and to verify that each agency is within its capacity rights. This metering system shall be maintained according to a separate agreement executed by the Operator/Administrator and the member agencies. Section 8 ACQUISITION/SALE OF EXCESS CAPACrrY In the event that any member agency hereafter requires additional capacity in the Joint System and capacity is available from another member agency, the capacity may be licensed, leased or purchased as necessary. Such lease or purchase shall be on terms as are hereafter agreed upon by the member agencies involved. In the event an inter-agency capacity agreement is adopted, the Joint Advisory Committee shall be notified in writing. Licensing, lease or purchase shall be subject to the terms and conditions established in Section 9 herein. Section 9 CAPACrrY RIGHTS IN UNnS 9.1 Unit I and Unit J Cawcitv. Capacity rights shall be as follows: Unit I Liquid Unit 3 Solids Disposal MGD -- O/Q MGD -- O/o MGD -- O/Q ' VISTA: 8.05 22.36 8.05 21.18 8.05 21.18 CARLSBAD: 9.24 25.67 9.24 24.32 9.24 24.32 BUENA: 2.26 6.28 3.51 9.24 3.51 9.24 VALLECITOS: 7.54 20.94 7.54 19.84 7.54 19.84 LEUCADIA: 7.11 19.75 7.86 20.68 7.86 20.68 ENQNITAS: 1.80 5.00 1.80 4.74 1.80 4.74 TOTAL 36.0 100.00 38.0 100.00 38.0 100.00 The total disposal capacity of Unit J shall be 38.0 MGD average daily flow. This capacity rating assumes that the wet weather peaking factor on the flows to Unit J shall continue to be less than 2.76, and all the parties hereto agree to make good faith efforts to ensure that the wet weather peaking factor on the flows to Unit J remains below 2.76. 9.2 Unit I Caoacity Inftinoement. The member agencies agree to make available up to 5 percent of their respective shares of total capacities, as set forth in Section 9.1 through a reserve capacity pool, in accordance with the following terms and conditions: 9.2.1. Flow Calculation. For the purposes of calculating payments due for licensing under this section, flows shall be based on measured (ADS) flows, to the maximum extent feasible. Solids loading flows shall be based on the total flow originating within each member agency. Voting rights, as described in Section 11 shall be in no way affected by temporary use of reserve capacity under this section. Total Reserve Capacity is the total capacity shown in paragraph 9.2.7. below. -4- 9.2.2. Monitorina of Capacity Demand. Each agency shall provide monthly reports to EWA regarding future capacity committed, based upon its acceptance of applications for or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is available to the applicant or project, or which enforceable or practically commit the agency to provide future sewer service. Reports shall be submitted in such form as the Board of EWA may require. Before the measured and committed flows reach 75% of . . Encina’s total capacity (per Sections 9,1), the EWA shall initiate a program to ensure adequate capacity to meet projected needs. 9.2.3. Excess Use a Treswss. Any use of capacity in excess of 95% of their respective share of Encina’s total capacity (per Section 9.1) plus 50% of the Total Reserve Capacity, or otherwise in violation of this section, shall be considered a trespass. At the request of any member agency, EWA shall, and is hereby authorized to specifically enforce the terms of this section (Section 9.3) against a member agency or agencies on behalf of the remaining member agencies, including through commencement of a proceeding at law or equity. The parties agree that specific enforcement is a proper remedy in that payment of damages is not an adequate remedy for the potential losses to any member agency resulting from the loss of capacity. For example, replacement of capacity may be impractical and the consequences for the economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such action or actions by EWA, and waives any tight it may have to further approval of such actions under the joint powers agreement creating and establishing EWA. In addition to any injunctive relief, EWA may seek consequential damages on behalf of the remaining member agencies. In any such action, the prevailing party shall be entitled to attorney’s fees and costs. 9.2.4. Indemnitv and Hold Harmless. In addition to payment of the amount specified herein, each agency agrees to indemnify, defend and hold harmless the EWA and the other member agencies for any claim, demand, cost, penalty, fine or damage (including reasonable attorney’s fees and costs of investigation), arising out of its violation of this section, whether resulting from the agency’s active or passive, negligent or intentional act or failure to act to prevent a violation, and notwithstanding the active or passive negligence of those member agencies which are in compliance with the provisions of this section. 9.2.5. License Pavments. When any member agency’s flows exceed 100% of its capacity allocation for the treatment of solids, and/or treatment and/or disposal of liquids, for any continuous three-month period, such member agency shall pay for the use of such capacity from the reserve capacity pool in accord with the schedule of values, as adjusted each July 1 (commencing in July 1996) by updating the facility spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRlA construction cost index, as follows (see Exhibit CJ: (a) Any portion of reserve up to 50% of Total Reserve Capacity: $93,200 per MGD of Unit I liquid capacity per year $155,800 per MGD of Unit I solids capacity per year $44,000 per MGD of Unit J capacity per year -5- (b) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation of this section. In addition to any other remedy provided herein, or available to EWA or the member agencies, an agency shall pay for such use: $153,300 per MGD of Unit I liquid capacity per year $259,700 per MGD of Unit I solids capacity per year $73,300 per MGD of Unit 3 capacity per year (c) Payments to member agencies with unused reserve shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account. 9.2.6. Resbictions on Use Over 40% of Reserve. If at any time any agency shall have enforceable or practically committed to provide future sewer service which, when added to its then existing actual flows, equals 95% of its allocated capacity (per Section 9.1) plus 40% of the Total Reserve Capacity, such agency shall: (a) Immediately halt the acceptance or issuance of any building permits, letters of availability, certificates or other entitlements for use which represent that sewer capacity is the agency to provide future sewer service. (b) Immediately inform EWA, in writing, that it has reached this threshold, of the actions it has taken to implement 9.2.5(a) above, and of its intention to present a plan to EWA, within 30 days, for capacity management to prevent the agency from exceeding use of 50% of the Total Reserve Capacity. 9.2.7. Reserve Capacity. Reserve capacity shall be as follows: Unit I Liquid MGD -- % Solids MGD -- % Unit 3 Disposal MGD -- % VISTA: .40 22.36 .40 21.18 .40 21.18 CARLSBAD: -46 25.67 .46 24.32 .46 24.32 BUENA: .ll 6.28 .18 9.24 .18 9.24 VALLECITOS: .38 20.94 .38 19.84 .38 19.84 LEUCADIA: .36 19.75 .39 20.68 .39 20.68 ENCINITAS: .09 5.00 .09 4.74 .09 4.74 TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.00 9.2.7. Sole Method of Allocation. No agency shall provide capacity to any other member agency except pursuant to this section without the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporary basis to an agency which has used the maximum reserve capacity authorized by this section if: (1) such arrangement provides for payments at rates not less that the maximum reserve capacity rate per paragraph 9.2.5(b), above; and (2) the capacity so provided does not reduce the Total Reserve Capacity available. -6- Section 10 CAPACIlY RIGHTS FOR RECLAMATION i 10.1 Future Reclamation. Any member agency, at its own expense, may, and shall have the right to, reclaim water from any wastewater in the Joint System which emanates within the jurisdiction of the respective member agency. And, subject to the following limitations, each member agency shall have the right to install facilities for the reclamation of water from wastewater. Any proposed reclamation shall require the approval of all the member agencies in the event that the proposed reclamation facility is designed and/or constructed such that (i) any solids or non- treated effluent from any such facility may be discharged into Unit I of the Joint System and/or (ii) any reclaimed water may be discharged into Unit J of the Joint System. Such approval shall not be withheld unless the use of the proposed reclamation facility would adversely affect one or more of the member agencies and the reclaimer cannot reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the member agencies as to the geographic location of a reclamation facility constructed solely within the boundaries of any member agency. 10.2 Existina Reclamation. Section 10.1 above pertains to all future reclamation facilities. Currently constructed facilities may be operated to their capacity without further action by owners. The current reclamation facilities and capacities are as follows: ENmY RECLAMATION FACILITY CAPACITY CARLSBAD Calavera Hills LEUCADIA Gafner VALLECITOS Meadowlark BUENA Shadowridge 1.20 MGD 0.75 MGD 2.00 MGD 1.16 MGD Section 11 JOINT ADVISORY COMMl3’TEE The member agencies have created a Joint Advisory Committee (JAC) to advise the member agencies and the Operator/ Administrator. JAC shall continue in this advisory role. 11.1 Powers. Recommendations of JAC shall be advisory only. The JAC shall have the following responsibilities: 11.1.1 To review the operation and maintenance of the Joint System, including the cost thereof, and .make reports and recommendations to the governing bodies of the member agencies; 11.1.2 To review and make recommendations regarding proposed expansion, enlargements or modifications of the Joint System to the governing bodies of the member agencies; and 11.1.3 To review and make recommendations regarding contracts, budget matters, regulations, policies, permits and other documents and issues as appropriate to the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all the member agencies when made to the Operator/ -7- Administrator and made in accordance with the voting rights and percentages set forth below in Section 11.4.4. 11.2 Representation on JAC. JAC shall be constituted by two appointed representatives from each member agency, with one alternate for each appointed representative. JAC representatives may, but need not, be members of the governing bodies of the member agencies. . . 11.3 Officers of JAC. JAC shall elect its own officers, which shall include a Chairman, Vice-Chairman, and Secretary. The Chairman and Vice-Chairman shall be JAC representatives and the Secretary may, but need not, be a JAC representative. 11.4 Meetinas of the JAC. 11.4.1 Reoular Meetinas. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per month. The dates, hour, and place of the regular meetings shall be established by JAC. 11.4.2 Ralph M. Brown Act. All meetings of the JAC, including, without limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 11.4.3 Minutes. The JAC Secretary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be forwarded to each JAC representative. 11.4.4 &&. The total vote of all members of the JAC shall equal 100%. When voting on a matter involving the Treatment Plant (Unit I) or Unit 3 each JAC representative’s percentage vote shall equal one-half of the percentage of that unit’s capacity owned by the representative’s agency. If only one of an agency’s representatives is present, this representative’s percentage vote shall equal the total percentage of that unit’ s capacity owned by the representative’s agency. If both representatives are absent, each alternate shall have a percentage vote equal to one-half of the percentage capacity of the alternate’s member agency; provided, however, at any JAC meeting where any member agency is represented by only one alternate, the alternate shall have a percentage of vote equal to the total percentage of the capacity of the agency he/she represents. 11.5 Rules. JAC shall adopt rules and regulations for the place, time and conduct of JAC meetings. 11.6 Pavment for Attendance. The Operator/Administrator (or, if requested by the appointing member agency, that member agency as to its representatives) shall pay each representative (or alternate who attends a meeting by reason of the absence of a representative) an attendance fee of twenty-five ($25.00) for each JAC meeting, provided that such payment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. mis fee waived per legal counsel opinion.] -8- 11.7 Assistance from the Operator/Administrator The Operator/ Administrator shall provide supplies and clerical and secretarial help for JAC. The cost of such supplies and assistance shall be considered part of the expense of operating and maintaining the Joint System. Section 12 OPERATOR/ADMINISTRATOR i The Joint System shall be maintained and operated by any one of the patties hereto, or by another Public Agency, which party or other public agency shall be known as the Operator/ Administrator. 12.1 General Duties. 12.1.1 Joint Svstem. The Operator/ Administrator shall maintain and operate the Joint System, and shall preserve it in good repair and working order, all in accordance with recognized sound engineering and accounting practices and local, state, and federal laws and regulations. 12.1.2 Pump Stations. The Operator/Administrator also shall operate and maintain, at the expense of the Cities of Vista and Carlsbad, the Agua Hedionda and Buena Vista Pump Stations (formerly Units B and C of the Joint System) within an annual budget prepared by the Operator/Administrator and approved by Vista and Carlsbad. 12.1.3 Other Facilities. The Operator/Administrator shall have the authority to operate and maintain other facilities outside the Joint System as recommended unanimously by JAC and in accordance with Operator/Administrator executed operation agreements, which may include budgeting responsibilities. 12.2 Designation and Specific Powers Effective August 1, 1988, the member agencies created a public agency known as the Encina Wastewater Authority (RNA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to serve as the Operator/Administrator until such time as EWA is terminated by written consent of a majority of the member agencies, evidenced by certified copies of resolutions by their governing bodies. The organization, administration, rules, and specific powers of the EWA shall be as set forth in the Revised Establishment Document establishing the EWA. Upon termination of the EWA and replacement with another Operator/Administrator, employees of the EWA shall become the employees of the new Operator/Administrator subject to existing employment contracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. Section 13 BUDGETING AND ACCOUNlING 13.1 Annual Budaets. Annually, the Operator/ Administrator shall prepare an operation, maintenance, and administration budget (hereafter referred to as the 0 & M budget) and a capital improvement program budget (hereafter referred to as the capital budget.) The budgets shall be prepared in accordance with generally accepted accounting principles. 13.1.1 Preparation of Estimated 0 & M Budaet. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the (a) amount of money required to operate, maintain and administer the Joint System during the ensuing fiscal year, and -9- (b) the proportionate amount to be paid by each member agency. Such estimate shall be based on the total operation, maintenance, and administration costs during the current fiscal year as such costs are set forth in the current approved budget for the Joint System. i 13.1.2 Approval of Estimated 0 & M Budget. Each member agency shall pay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 16 of this Revised Basic Agreement. Quarterly on October 15, January 15, April 15 and July 15, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator approximately one fourth of the annual cost of operation, maintenance, and administration for the preceding quarter as described herein. Provided, however, that each invoice shall be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses incurred in the preceding quarter and the estimated total amount and strength of wastewater received from each member agency during the preceding quarter. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shall be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be assessed the amount that should have been charged in the following fiscal year. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 13.1.3 0 & M Contributions. Each member agency shall prepay its estimated portion of the budgeted operation, maintenance, and administration costs and shall pay its actual portion of the costs as determined pursuant to Section 16 of this Revised Basic Agreement. Quarterly on July 1, October 1, January 1, and April 1, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator one fourth of the annual cost of operation, maintenance, and administration for the following quarter as described herein. Provided, however, the last invoice for each fiscal year may be increased or decreased to adjust the estimated amount payable based upon the estimated total expenses for the full year and the estimated total amount and strength of wastewater received from each member agency. In the event that at the end of any fiscal year the amount paid by a member agency exceeds the amount that should have been charged, the excess shall be credited to the member agency the following fiscal year. In case of an underpayment, the member agency shall be billed by the Operator/Administrator and shall pay for the deficiency within 15 days. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due. 13.1.4 Actual 0 & M Contributions. The member agencies agree to contribute from their treasuries the actual annual costs of the Joint System as divided among the member agencies pursuant to Section 17 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for the performance of budgeted 0 & M work, and (3) the salaries and wages of all Operator/ Administrator employees providing such services, including vacations and sick leave benefits, workers’ compensation, social security and retirement payments, and health insurance. Such costs shall be paid out of the funds deposited with the Operator/Administrator by the member agencies; provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of operation, maintenance, and administration of the Joint System. - 10 - 13.1.5 Prewration of Estimated Capital Budaet. No later than May 1 of each year, the Operator/Administrator shall prepare an estimated budget of the amount of money required for capital improvement projects during each of the next five fiscal years and over the next twenty years. The estimated capital budget shall show the estimated amount to be paid by each member agency. Such estimate shall be based on existing and/or projected ownership as appropriate. . . 13.1.6 Approval of Estimated Capital Budget. Each estimated capital budget adopt& by the Operator/ Administrator shall be forwarded to the JAC for consideration and for submittal to the member agencies for approval. The Operator/ Administrator’s estimated capital budget shall be deemed effective upon unanimous approval by the member agencies and upon the receipt by the Operator/Administrator of certified copies of approving resolutions or minute orders from the governing bodies of each of the member agencies, Until such time as formal approval has been received from each member agency, the estimated capital budget shall constitute merely a proposed budget, subject to consideration or revisions. The capital budget shall be considered separately from the 0 & M budget and may be approved independently. 13.1.7 Capital Contributions. Each member agency shall pay its actual portion of the capital costs except as noted in Section 18 of this Revised Basic Agreement. Quarterly on October 15, January 15, April 15 and July 15, the Operator/Administrator shall bill the member agencies and the member agencies shall deposit with the Operator/Administrator approximately one fourth of the actual estimated capital costs incurred in the preceding quarter, except as otherwise specified in Section 18. Any capital funds remaining at the end of the fiscal year shall be retained and credited toward the member agencies for the following fiscal year. Any capital expenses unfunded at the end of the fiscal year shall be debited and charged to the member agencies in the following fiscal year. Each member agency shall make quarterly contribution payments to the Operator/Administrator promptly at the time they become due.” 13.1.8 Actual Caoital Contributions. The member agencies agree to contribute their actual capital costs pursuant to Section 18 of this Revised Basic Agreement. Such costs shall include the actual costs of (1) all materials and supplies used or purchased for capital improvement of the Joint System and (2) all contracts let by the Operator/Administrator for the performance of capital improvement projects. Provided however, the failure of any member agency to pay the Operator/ Administrator shall not relieve the other member agencies of their obligation to pay their proportionate shares of the capital expenses of the Joint System. 13.1.9 Audit Annually the Operator/ Administrator shall cause the preparation of an independent accountant audit of the financial statements. Section 14 ASSISTANCE TO OPERATOR/ADMINISlRATOR When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all services and duties it is to perform under the terms of this Revised Basic Agreement. - ll- Section 15 RIGHTS OF WAY AND LAND ACQUISITIONS The Operator/Administrator and/or any of the member agencies may, as agreed upon in writing by all the member agencies, act on behalf of the member agencies in acquiring lands and rights of way necessan/ for the operation, maintenance, ownership, and use of the Joint System. Section 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 16.1 Allocation of Expenses. All operation, maintenance and administration expenses for Units I and J of the Joint System, hereafter referred to as 0 & M expenses, shall be paid by each member agency based on each member agency’s percentage of ownership and usage in these units. For the purpose of this section, the following definitions shall apply: “usage” shall mean the costs for power, chemicals, maintenance, and other sewage treatment, solids handling, and disposal processes which result from wastewater entering Unit I or Unit J; “ownership” shall mean the costs for insurance, administration expenses, laboratory expenses, plant operations, services and maintenance, and other wastewater collection and treatment, solids handling and effluent disposal costs which are incurred irrespective of the amount of wastewater which enters Unit I or Unit J. 16.2 Pavment Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and administration expenses in accordance with Section 13.1 of this Revised Basic Agreement. 16.3 Revenue from By-Products. Any revenue received from the sale of by-products arising out of the operation of the Joint System shall be apportioned to each member agency in the same proportion as their share of the 0 & M expenses for the Joint System in the year in which the revenue is received. Section 17 PAYMENT OF CAPflAL EXPENSES 17.1 Allocation of Expenses. Unless otherwise specified herein, capital expenses shall be allocated based on existing or projected Unit I or Unit J ownership as appropriate. Exceptions are as follows: 17.1.1 Phase IV Expansion. Phase IV capacity and costs are allocated according to the methodology shown in Exhibit B, attached hereto and made part of this Revised Basic Agreement by reference. 17.1.2 Joint Flow Meterina Svstem. Each member agency is responsible for the capital expenses of meters and monitors serving its respective service area. Capital expenses for the monitors serving the entire Exhibit A service area shall be paid on the basis of Unit J flow. 17.1.3 Additional Land/Rioht of Wav Acquisition. All expenses shall be allocated in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2 Pavment Schedule. Unless otherwise specified herein, capital expenses shall be paid on a quarterly basis. Exceptions are as follows: - 12 - . 17.2.1 Phase IV Expansion. Phase IV contract expenses approved by the Operator/Administrator shall be paid once a month based on invoices from the contractor, the design engineer, and the construction manager. The payments will vary over the duration of the job. The Operator/Administrator shall notify the member agency financial representatives of the amounts needed following receipt of each month’s invoices. In addition, upon the completion and acceptance by the Operator/Administrator of each of: (a) the Western Summit/TIC construction contract project, and (b) the Phase IV odor control and associated facilities, and (c) again, upon completion and acceptance of the Avenida Encinas street widening project by the City of Carl&ad per its contract with EWA, adjustments shall be calculated and paid in the manner set forth in Exhibit B, considering all Phase IV Expansion work completed to date or invoiced to the member agencies. Upon completion and acceptance of all work authorized by the Operator/Administrator as part of the Phase IV Expansion, a final adjustment shall be calculated and paid in accordance with Exhibit B. 17.2.2 Additional land/Riaht of Wav Acquisition. All expenses shall be paid in accordance with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2.3 Other Capital Exoenses. On occasion, capital expenses may occur earlier in the fiscal year than would allow for regular quarterly billing. If regular quarterly billings do not provide needed capital early enough during the fiscal year, supplemental capital billings shall be sent to the member agencies. In such cases, the Operator/Administrator will notify the member agency financial representatives as far in advance as possible. Section 18 SETTLEMENT OF DISPUTE OR CONTROVERSY 18.1 Riaht to Arbitration. Should any dispute or controversy arise in connection with the books, records or accounts of any member agency or in connection with the acquisition, construction, maintenance, operation repair, reconstruction or enlargement of the Joint System or in connection with any of the affairs or operation thereof, or the execution of this agreement, the governing bodies of member agencies that are affected by such dispute may elect to arbitrate the dispute or controversy in accordance with this section. In the event of such election, the governing body of each member agency affected shall appoint or designate one disinterested person as an arbitrator. Said arbitrators so chosen, if an even number, shall designate an additional disinterested person to make an odd number of arbitrators. Said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The findings of fact approved by a vote of the majority of the members of the Board of Arbitrators shall be binding upon the affected member agencies. 18.2 Riaht of Observation. The parties to any arbitration proceedings held under the provisions of this agreement shall notify every other member agency not a party thereto of such arbitration proceedings and any other member agency shall have the right to be represented at such proceedings by a member agency designated observer. - 13 - 18.3 Riaht to Exoert Arbitration. Any controversy which can be determined by an engineer’s or other expetis findings and which under this section could be submitted to arbitration may, if the parties thereto agree in writing to do so, be submitted to a named engineer or expert who shall be the sole arbitrator. Any such engineer shall be a Registered Engineer in the State of California. Any such engineer or expert shall be disinterested as required of arbitrators on an arbitration board. He shall proceed in the same manner provided herein for an arbitration board. Section 19 APPORTIONMENT OF LIABILITY Any liability incurred by the member agencies, which liability arises out of or in connection with the operation and/or maintenance of the Joint System, except for costs of improvements to such facilities and operating and maintenance costs, shall be discharged by payment by each member hereof in proportion to their respective ownership in the facilities at the time of the incident which results in the liability. Section 20 NOlXES Notices required or permitted under this Revised Basic Agreement shall be sufficiently given if in writing and if either served personally or mailed by certified mail to the member agencies. Section 21 SEVERABIUTY If any one or more of the terms, provisions, promises, covenants or conditions of this agreement shall by any extent by adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Section 22 MODIFICA-TION OFAGREEMENT This agreement shall contain all the terms and conditions made between the parties hereto and shall not be amended except by an agreement in writing signed by all the member agencies. Section 23 SUCCESSION The provisions of this agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 24 APPROVAL This agreement shall be approved as of the date that all of the member agencies have approved this agreement and the Revised Establishment Document. IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised Basic Agreement to be executed the day and year first above written. - 14 - CITY OF ENCINITAS . Approved as to Form: BY-7 EWA Counsel -15- IEWSYS:\DM~GVM\000126l.wP . . .^^^ IN WITNESS WHEREOF. clxh pxxy hereto has pur%lnr 10 resolution duly passed and adopted by their respective governing bodies caused this Revised B:lsic Agreement to be executed the day and year first above written. CITY OF VISTA BY Mayor Attest: City Clerk CITY OF CARLS3~ n Attest: LEUCADLA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTFUCT BY President Resolution and Signature Sheets and/or are on file with Encina Wastewater Authority. BUENA SAX~TATION DISTRICT BY Chairperson -15- . . RESOLUTION NO. 98 - 8 BUENA SANITATION DISTRICT PAGE 2 . . 4. The General Manager of the Buena Sanitation District is hereby directed to forward a certified copy of this Resolution to the Encina Board for its consideration and further action. PASSED AND ADOPTED by the Board of Directors of the Buena Sanitation District at a meeting held on the 28th day of July, 1998 by the following vote: AYES: VALLUZZI, CHAIRPlAN PKCLELLAN NOES: NONE ABSENT: HORN GLORIA E. MCCLELLAN. Chairman APPROVED AS TO FORI: ATTEST: Wayne Demetz, District Counsel Jo Seibert, District Secretary , By: ByI ‘,+t;: &+7:: Y I hereby certify under penalty of perjury that the foregoing Resolution is a true copy of Resolution No. 98-8 adopted by the Buena Sanitation District Jo S~Zrt,,CIerk of the Board IN WITNESS WHEREOF, each parry hereto has pursuant to resolution duly passed and adopted by their respective governing bodies caused this Revised 3asic Agreement to be executed the day and year first above written. CITY OF VISTA BY Mayor Attest: City Clerk CITY OF CARLSBAD BY Mayor Attest: City Clerk LEUCADL4 COU7Q-Y WATER DISTRICT BY President VALLECITOS WATER DISTRICT Resolution and Signature Sheets and/or are on fiie with En&a Wastewater Authority. 3UENA SANITATION DISTRICT BY Chairperson -15- D E cc 6 II a’E-.‘t id/-ii APR 2Q%g RESOLUTION NO. 98- 113 THE CITY COUNCIL OF THE CITY OF VISTA PAGE 2 4. The City Manager is hereby directed to forward a certified copy of this Resolution to the Encina Board for its consideration and further action. PASSED AND ADOPTED by the City Council at a meeting held on the 28th day of July, 1998 by the following vote: AYES: COLE, COOKE, ESTES, VALLUZZI, ?L4YOR XCLELLAN NOES: NONE ABSTAIN: NONE APPROVED AS TO FOR&l: Wayne Demetz, City Attorney A-I-l-EST: Jo Seibert, City Clerk I hereby certify under penalty of perjury that the foregoing R,+,m$ution is a true copy of ;r;zp$f$& &Q% ,?I?.5 By unanimous consent, President Humphreys called the meeting adjourned. y& (Q&Y<- I I L&s’E. Hudph% (SEAL) / -15 EXHIBIT B PHASE IV COST ALLOCATION 1. Phase IV cost shall be allocated as follows: a. All costs shall be allocated by unit process and among flow, BOD, and suspended solids in the manner recommended for revenue programs by the State Water Resources Control Board. i b. The replacement value of the existing Unit I and Unit J facilities at the mid-point of construction (projected ENRLA of 6465) shall be determined. In determining replacement value, grant funding shall be included except for the grant funding used to pay for the “oversized” portion of “oversized” items (i.e., items sized or undertaken for the ultimate site capacity, such as site grading and paving, piping, etc.). c. Dollar ownership of the existing facilities shall be determined by multiplying existing ownership percentages times the replacement values determined in step b. d. The cost of the proposed Phase IV facilities at the midpoint of construction (projected ENRlA of 6465) shall be estimated by the design engineer. e. The total value of the EWPCF following construction of Phase IV shall be estimated by adding the replacement value of the existing facilities (determined in step b) to the estimated cost of the Phase IV project (determined in step d). f. Needed dollar ownership of the EWPCF following construction of Phase IV shall be determined by multiplying the revised Unit I liquid and solids and Unit 3 ownership’s (determined in Exhibit A of the Thirty-Ninth Supplement) by the total value of the EWPCF following construction of Phase IV (determined in step e). g. Phase IV cost allocations shall be calculated by subtracting existing dollar ownership’s (determined in step c) from needed dollar ownership’s following construction of Phase IV (determined in step f). Credits and buyins for existing facilities are automatically included in this calculation and need not be calculated separately; however, the dollar values of each are included below for background. Estimated Phase IV cost allocations in dollars and percent of total are as follows: Agency Vista Carlsbad Leucadia San Marcos Buena Encinitas Total Existing Ownership 22,739,ooo 20,585,OOO 13,314,ooo 14,099,000 4,436,OOO 4.694,OOQ 79,867,OOO Projected Ownership Estimated Following Phase IV Phase IV Cost 28,938,OOO 6,199,OOO 33,216,OOO 12,631,OOO 27,297,ooo 13,983,OOO 27,105,OOO 13,006,OOO 11,020,500 6,584,500 6.47Om 1.776.500--.- 134,047,ooo 54,180,OOO Effective Credit/Buying 11.44 (5,455,OOO) 23.31 (745,000) 25.81 2,916,OOO 24.01 2,091,000 12.15 2,023,OOO 3 78 C83QQQQ) 100.00 0 Final Phase IV cost allocations will be determined following completion of Phase IV construction and will use the actual project costs spread according to the final engineers estimate instead of the current engineer’s estimate in steps d through g above. Actual ENRLA at mid-point of construction will be substituted for the projected value in step b. - 16- EXHIBIT C LICENSE PAYMENTS SCHEDULE OF VALUES (1) Any portion of reserve up to 50% of Total Reserve Capacity: . The license payment shall be 8% of the current replacement value of the facilities, without grants deducted, adjusted each July 1 (commencing in July 1996) by updating the asset allocation spreadsheet to include any additional and changed capital project costs, and to reflect the current ENRlA construction cost index. Unit I and 3 license payments shall be based on a flow rate of 38 MGD. Unit I liquid license payments shall be proportioned based on the percentage of the Flow value of the total replacement value. Unit I solids license payments shall be proportioned based on the percentage of the sum of the BOD and SS replacement values, as compared to the total replacement value. (1) 1996 - Example calculations: Unit I - Total replacement value of Unit I (treatment facilities) without grant deducted, July 1996 at ENRlA of 6522= $118,310,000, Flow value = $44,272,000, BOD value = $43,882,000, SS value = 30,157,OOO. Utilizing an interest rate of 8% yields a license payment of $249,000 per MGD ($118,310,000 times .08 divided by 38 MGD). Split between liquid and solids payments: liquid portion solid portion = $249,000 times 44,272,000/118,310,000 = $93,200 = $249,000 times (43,882,OOO + 30,157,000)/118,310,000 = $155,800 Unit J total replacement value = $20,881,000. $20,881,000 times .08 divided by 38 MGD = $44,000 July 1,1996 license payments $93,200 $155,800 $44,000 per MGD of Unit I liquid capacity per year per MGD of Unit I solids capacity per year per MGD of Unit J capacity per year (2) The use of reserve amounts over 50% of Total Reserve Capacity: License payments shall be increased by 2/3. (3) Jully 1, 1996 license payments: $153,300 $259,700 $73,300 per MGD of Unit I liquid capacity per year per MGD of Unit I solids capacity per year per MGD of Unit J capacity per year - 17 - - h CITY OF CARLSBAD - AGEI -_;)A BILL 0 s! 0 it % . . oz & a d Y $ AB# r5,brl MTG. a-8-- DEPT. P.W. M 8 0 TITLE: AMENDMENT OF THE REVlSED BASIC AGREEMENT FOR THE ENCINA WASTEWATER AUTHORITY REGARDING MEETINGS OF THE JOINT ADVISORY COMMITTEE CITYATTY. ’ CITY MGR. RECOMMENDED ACTION: Adopt City Resolution No. doa% approving an amendment of the Revised Basic Agreement for the Encina Wastewater Authority regarding meetings of the Joint Advisory Committee. On July 28, 1999, the Board of Directors of the Encina Wastewater Authority (EWA) and the Joint Advisory Committee recommended to the Member Agencies a modification of the Revised Basic Agreement to allow the Joint Advisory Committee (JAC) to hold its meetings at least once per year, rather than at least once per month. The amendment does not preclude additional meetings as frequently as may be necessary, but is consistent with the EWA Board of Directors intent to eliminate the requirement that the JAC meet monthly. The amended Revised Basic Agreement supersedes all prior versions of the Revised Basic Agreement. A similar provision will be included in all future Revised Basic Agreement Amendments. FISCAL IMPACT: Some cost savings associated with the elimination of redundant JAC meeting agendas. There is no other fiscal impact as a result of this action. EXHIBITS: 1. City Resolution No.aO@ %approving an amendment of the Revised Basic Agreement for the Encina Wastewater Authority regarding meetings of the Joint Advisory Committee. 2. Document titled, “Amendment To Revised Basic Agreement To Reduce Required Number of Joint Advisory Committee Meetings.” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - RESOLUTION NO. 2000-46 A RESOLUTION OF CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING AMENDMENT OF THE REVISED BASIC AGREEMENT FOR THE ENCINA WASTEWATER AUTHORITY REGARDING THE FREQUENCY OF REGULAR MEETINGS OF THE JOINT ADVISORY COMMITTEE WHEREAS, the City of Carlsbad is a member agency of the Encina Wastewater Authority, a joint powers authority, and is a signatory to the Revised Basic Agreement (“RBA”); WHEREAS, on July 28, 1999, the Board of Directors of the Encina Wastewater Authority and the Joint Advisory Committee recommended to the member agencies a modification of the RBA to allow the Joint Advisory Committee to hold its meetings at least once per year, rather than at least once per month; WHEREAS, the City Council of the City of Carlsbad desires to approve such an amendment. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, as follows: Section 1. That the above recitations are true and correct. Section 2. That Section 11.4.1 of the Revised Basic Agreement (“RBA”) shall be amended in its entirety as follows: “11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per year. The dates, hour, and place of the regular meetings shall be established by the JAC.” Section 3. That the above amendment to the RBA shall be approved as of the date that it is adopted by all member agencies, and shall be effective as of September 1, 1999. Section 4. That the amended RBA shall supersede all prior versions thereof. Section 5. That the Mayor is hereby authorized and directed to execute those documents necessary to amend the RBA as provided for in this resolution. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - - Section 6. That the City Clerk of the City of Carlsbad is hereby directed to forward a certified copy of this resolution to the Encina Wastewater Authority forthwith. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad held on the 8th day of February 2000, by the following vote: AYES: NOES: ABSENT: PC RESO NO. -2- Councilmembers Lewis, Hall, Finnila, Nygaard, Kulchin. - None. None. ATTEST: (SEW Amendment To Revised Basic Agreement To Reduce Required Number of Joint Advisory Committee Meetings Ref: F8HR.99-4225 This Amendment changes the Revised Basic Agreement, as approved August 12, 1998 by and among the City of Vista, the City of Carlsbad, the Buena Sanitation District, the Vallecitos Water District, the Leucadia County Water District, and the City of Encinitas, (collectively, the ‘Member Agencies’) to be effective as of September 1, 1999. It is agreed: 1. Section 11.4.1 of the Revised Basic Agreement shall be amended to read: 11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per year. The dates, hour, and place of the regular meetings shall be established by the JAC. 2. Upon approval of this Amendment by all of the Member Agencies, pursuant to resolution duly passed and adopted by their respective governing bodies, the Revised Basic Agreement, shall be deemed amended. 3. The Encina Wastewater Authority shall then cause to be circulated for execution by a duly authonzed representative of each of the Member Agencies, the Revised Basic Agreement, as so amended, which shall supercede all prior versions of the Revised Basic Agreement. IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing body caused this Amendment to be approved as of the day and year first above written. City of Vista Attest: City of Carlsbad By: Attest: Buena Sanitation District By: Attest: 017.122667.1 . ,* . ’ Amendment To Revised Basic Agreement To Reduce Required Number of Joint Advisory Committee Meetings Ref: F&HR.994225.2 Vallecitos Water District %y : Attest: Leucadia County Water District By: Attest: City of Encinitas f3y: Attest: 017.122667.1 March 14,200O TO: ISABELL PAULSEN FROM: MARIE GOFFREDO ENCINA - REVISED BASIC AGREEMENT Hi Neighbor, Patty (who I don’t think is there any longer) had been requesting a copy of the attached. The Council approved and signed the resolution on 2/8/00. Attached is a signed copy of the agreement with the other agency signatures. Thank you. WASTEWATER - ENCINA WASTEWATER AUTtiORITY A Public Agency March 1‘2000 6200 Avenida Encinas Carlsbad, CA 92009-1095 Telephone (760) 438-3941 FAX (760) 438-3861 (Plant) (760) 431-7493 (Admin) Ref: Admin.00-8414 Carlsbad Municipal Water Distrid 5950 El Camino Real . Carlsbad, California 92008 MAR 3m ‘:: , Attention: Mr. Robert Greaney, General Manager , .- - ---:..-,’ ‘;. . . i .- ,.,,,,.,..: I :. ’ ..^_._ C,T I ! _.-, . .._ . ...: -.A. AE.-.-;-L .._, Le.,.. - SUBJECT: Amendment to the Revised Basic Agreement Attached is an executed copy of the revised Amendment to Section 11.4.1 of the Revised Basic Agreement. The Amendment ohanges the frequency of mandatory JAC meetings and beoarne effective February 8,200O. If you require additional information please do not hesitate to call me. Very truly yours, Direotor of Administration AM:KMH:am Attachment CC: Mr. Greg Moser ’ Agreement File SERVING THE CITY OF VISTA, CITY OF CARLSBAD, BUENA SANITATION DISTRICT, VALLECITOS WATER LEUCADIA COUNTY WATER DISTRICT AND CITY OF ENCINITAS Pnnled on Recrclrd Papt. Amendment To Revised Basic Agreement To Reduce Required Number of Joint Advisory Committee Meetings Ref: FaHR.994225 This Amendment changes the Revised Basic Agreement, as approved August 12, 1998 by and among the City of Vista, the City of Carlsbad, the Buena Sanitation District, the Vallecitos Water District, the Leucadia County Water District, and the City of Encinitas, (collectively, the “Member Agencies”) to be effective as of September 1, 1999. It is agreed: 1. Section ,I 1.4.1 of the Revised Basic Agreement shall be amended to read: 11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per year. The dates, hour, and place of the regular meetings shall be established by the JAC. 2. Upon approval of this Amendment by all of the Member Agencies, pursuant to resolution duly passed and adopted by their respective governing bodies, the Revised Basic Agreement, shall be deemed amended. 3. The Encina Wastewater Authority shall then cause to be circulated for execution by a duly authorized representative of each of the Member Agencies, the Revised Basic Agreement, as so amended, which shall supercede all prior versions of the Revised Basic Agreement. IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted by their respective governing body caused this Amendment to be approved as of the day and year first above written. City of Vista Attest: City of Carlsbad Attest: Buena Sanitation District By: Attest: 017.G!2667.1 -l- RESOLUTION NO. 99- 12 A RESOLUTION OF THE BUENA SANITATION DISTRICT -. :- _ APPROVING AIMENDMENT OF THE REVISED BASIC AGREEMENT - ,-: FOR THE ENCNA WASTEWATER AUTHORITY REGARJ?ec; .; 2 q; MEETINGS OF THE JOINT ADVISORY COMMITTEE .-,, : y. z - .a. I ‘i.‘L;::.,‘;. ;-.: 2:i;;i;,;;; f WHEREAS, the Buena Sanitation District is a member agency of the Encina Wastewater Authority, a joint powers authority, and is a signatory to the Revised Basic Agreement (“RBA”); and WHEREAS, on July 28, 1999, the Board of Directors of the Encina Wastewater Autority and the Joint Advisory Committee (“3AC”) recommended to the member agencies a modification of the RBA to allow the Joint Advisory Committee to hold its meetings at least once per year, rather than at least once per month; and WHEREAS, the Board desires to approve such an amendment. NOW, THEREFORE, BE IT RESOLVED as follows: 1. The above recitals are true and correct. 2. It is hereby agreed that Section 11.4. I of the Revised Basic Agreement ((‘RBA”) shall be amended as follows: 11.4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per year. The dates, hour, and place of the regular meetings shall be established by the JAC. 3. It is further agreed that the RBA shall be approved as of the date it is adopted by all the member agencies, and shall be effective as of September 1, 1999. The amended RBA shall supercede all prior versions thereof. 4. The Chairperson is hereby authorited and directed to execute the Amendment Signatory Form attached herein as Exhibit “A” necessary to amend the RBA. 5. The Clerk of the Board is hereby directed to forward a certified copy of this resolution to the Encina Wastewater Authority forthwith. PASSED AND ADOPTED by the Board of Directors of the Buena Sanitation District, at a meeting held on the 121h day of October 1999, by the following vote: AYES: MCCLELLAN, COOKE, COLE, RITTER, ESTES NOES: NONE XBSTAM: NONE GLORIA E. McCLELL’AN, APPROVED AS TO FORM: ATTEST: J. Wayne DemetS District Counsel Jo Seibert, Clerk of the Board By: ByI Q> ~;&f I her y c'ktify under penalty of perjury that foregoing Resolution is a true copy of Resolutic No. 99-12 adopted by the Buena Sanitation Distr: Board on 10/12/99. RESOLUTION NO. 99- 18 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VISTA, CALIFORNIA, APPROVING AMENDMENT OF THE REVISED BASIC AGREEMENT FOR THE ENCINA WASTEWATER AUTHORITY REGARDING MEETINGS OF THE JOINT ADVISORY COMMITTEE WHEREAS, the City of Vista is a member agency of the Encina Wastewater Authority, a joint powers authority, and is a signatory to the Revised Basic Agreement (‘WA”); and WHIXEAS, on July 28, 1999, the Board of Directors of the Encina Wastewater Autority and the Joint Advisory Committee (“JAC”) recommended to the member agencies a modification of the RBA to allow the Joint Advisory Committee to hold its meetings at least once per year, rather than at least once per month; and WHEREAS, the City Council desires to approve such an amendment. NOW, THEREFORE, BE IT RESOLVED as follows: 1. The above recitals are true and correct. 2. It is hereby agreed that Section 11.4. I of the Revised Basic Agreement (“RBA”) shall be amended as follows: 1 I .4.1 Regular Meetings. The JAC shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting per year. The dates, hour, and place of the regular meetings shall be established by the JAC. 3. It is funher agreed that the RBA shall be approved as of the date it is adopted by all the member agencies, and shall be effective as of September 1, 1999. The amended RBA shall supercede all prior versions thereof. 4. The Mayor is hereby authorized and directed to execute the Amendment Signatory Form attached herein as Exhibit “A” necessary to amend the RBA. 5. The City Clerk is hereby directed to forward a certified copy of this resolution to the Encina Wastewater Authority forthwith. PASSED AND ADOPTED by the City Council of the City of Vista, California, at a meeting held on the 1 21h day of October 1999, by the following vote: AYES: MCCLELLAN, COGKE, COLE, RITTER, ESTES NOES: NONE ABSTAIN: NOKE l-f+/@&-&/ GLORIA E. MCCLELLAN, Mayor APPROVED AS TO FORM: J. Wayne Demetz, City Attorney By: ATTEST: Jo Seibert, City Clerk nder penalty of perjury that Vista City Council on Jo Siebert. City Cle:k . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Section 6. That the City Clerk of the City of Carlsbad is hereby directed to forward a certified copy of this resolution to the Encina Wastewater Authority forthwith. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City df Carlsbad held on the 8th day of February 2000, by the following vote: AYES: NOES: ABSENT: PC RESO NO Councilmembers Lewis, Hall, Finnila, Nygaard, Kulchin. . None, None. ATTEST: -3- . - AYES: Humphreys, Hanson, Juliussen and Sullivan NOES: None ABSENT: Kulchin AE3STAIN: None PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council held on the 8” day of September, 1999 by the following vote, to wit: AYES: Bond, Cameron, DuVivier, Guerin, Holz NOES: None ABSENT: None ABSTAIN: None ATTEST: I, Debtsah Cwane. City Uak of ths Cit/ of Erd-@S Ce!ifomia ti h6fsby Edify iEU&r pew d WjW{ WI theabcwandbc~ka~md~ccpyd tl?isdcalmetionMfnlnyaffica. Inwlb*rss-, G:LSREWAJAC.doc Resolution No. 1089 PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors held on the 1” day of September 1999 by the following roll call vote: AYES: Cruz, Davy, Ferguson, Mason, Thielen NOES: ABSTAIN: ABSENT: Dale Mason, President Board of Directors Vallecitos Water District ATTEST: ~q----g _‘J t William W. Rucker, Secretary Board of Directors Vallecitos Water District