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HomeMy WebLinkAboutEncina Water Pollution Control Facility; 1990-11-20;__ December 4, 1990 Mr. Richard W. Graff Encina Water Pollution Control Facility 6200 Rvenida Encinas Carlsbad, CA 92009-0171 REVISED BASIC AGREEMENT AND REVISED ESTABLISHMENT DOCUMENT The Carlsbad City Council, at its meeting of Noveniber 20, 1990, adopt Resolution No. 90-412, approving the Revised Basic Agreement for Ownershi Operation and Maintenance of the Encina Basin Joint Sewage Systein and t Revised Establishqent Document for the Encina Administrative Agency. Enclosed for your records is a copy of the fully executed Resolution. A1 enclosed are two original agreements pertaining to the above which requi additional signatures. Please return one fully executed copy of each agreeme to our office. c g2erLL && Linda Cota Secretary Enclosures . - - ___.____ .- - .__ ---- --.-.- - -- _------ - __ - __..- - 1200 Carlshad Vi!lage Drive Q Carlsbad, California 92008 6 (619) 434-280 al 1 REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM. . Ref: 90 THIS AGREEMENT (hereinafter referred to as the Revised Bas Agreement), is made and entered into this day I , 1990, by and among the CITY OF VISTA, a gener4 law city (hereafter VISTA), the CITY OF CARLSBAD, a general l4 city (hereafter CARLSBAD), the BUENA SANITATION DISTRICT, a Count Sanitation District (hereafter BUENA), the VALLECITOS WATl DISTRICT, a County Water District (hereafter VALLECITOS), tl LEUCADIA COUNTY WATER DISTRICT, a County Water District (hereaftc LEUCADIA) , and the Encinitas Sanitary District, a Sanitary Distric (hereafter ENCINITAS). RECITALS WHEREAS, the parties hereto are responsible for providir sewage collection, transmission, treatment and disposal servict in their respective service areas and are authorized to contrac with other parties for the provision of such services: and Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 c the California Government Code to acquire, construct and operat a Joint Sewer System: and WHEREAS, on July 13, 1961, VISTA and CARLSBAD entered into WHEREAS, the Basic Agreement provided that other municipa corporations and public districts or agencies may become partie to the Basic Agreement, thereby becoming members of the Encir Joint Powers; and WHEREAS, on January 6, 1964, BUENA became a member of tk Encina Joint Powers and acquired certain interests and capacit rights in the Joint System; and WHEREAS, on March 22, 1965, VALLECITOS (then San Marcos became a member of the Encina Joint Powers and acquired certai interests and capacity rights in the Joint System; and WHEREAS, on August 17, 1971, LEUCADIA and ENCINITAS becam members of the Encina Joint Powers and acquired certain interest and capacity rights in the Joint System: and WHEREAS, it is the desire of the parties hereto t (a) continue functioning as the Encina Joint Powers and (b) modif and condense the enabling legal documents for the Joint Powers b entering into a Revised Basic Agreement pursuant to Article 1 Chapter 5, Division 7, Title 1 of California Government Cod1 relating to the joint exercise of powers, for the purposes o planning, designing, owning, operating, and maintaining a join -1- 1 O/ 12/ 9 0 e 0 sewer system and concurrently reestablishing, by separal agreement, the Encina Adminstrative Agency. NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER i FOLLOWS : Section 1 DEFINITIONS For the purposes of this agreement the following terms sha: have the meanings indicated: 1.1 Joint Advisory Committee (JAC). A committc composed of representatives of the member agencies that advist both the member agencies and the Operator/Administrator on issuc relating to the Joint System. 1.2 Joint System. The Encina Water Pollution Contrc Facility (Unit I) and the Encina Ocean Outfall (Unit J), includii all related land, rights of way, and appurtenances. 1.3 Member Aqencies. The six members of the Encii Administrative Agency: Vista, Carlsbad, Buena, Vallecito: Leucadia, and Encinitas. 1.4 ODerator/Administrator. The public agenc designated by the member agencies as being responsible fc operating, maintaining, and administering the Encina Joint Syster Since August 1, 1988, the Operator/Administrator has been tl Encina Administrative Agency. Section 2 JOINT PARTICIPATION The member agencies shall participate jointly in the planninc design, acquisition, construction, ownership, operatio] maintenance and use of the Joint System (including any futui expansions thereof), and shall pay for such activities i hereinafter specified. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existinq Service Area. The area to be served I the Joint System in shown on Exhibit A, which is attached here1 and made a part of this Revised Basic Agreement by referenct Areas lying outside a member agency's legal boundary but insic that member agency's Exhibit A service area may be served by tl member agency, providing the member agency provides assurance : the form of a legally binding agreement that these discharges wi: meet all applicable rules and regulations. Any wastewater receivt from outside a member agencyls legal boundary pursuant to su( agreement shall be regarded as the wastewater of the member agenc for the purposes of billing, capacity, and source control. -2- 10/12/90 0 0 3.2 Revisions to the Service Area. Areas lying outsi the Exhibit A service areas of the member agencies may be serve1 provided such areas are annexed by a member agency. Notificati of such annexations must be made in writing to the Joint Adviso Committee so that Exhibit A can be modified as appropriate. Memb agencies can also request alteration of their Exhibit A servi areas; such modifications must be approved in writing by all memb agencies, as evidenced by receipt of resolutions from the governi bodies of all member agencies. Member agencies whose Exhibit service areas are enlarged shall be responsible for providi adequate capacity. 3.3 Prohibition on Discharses fromoutsidethe Exhibit Service Area. Each member agency agrees that it will neith permit nor knowingly countenance the use of the Joint Syste directly or indirectly, for the disposal of wastewater originati outside of its legal boundary except in the above manner, exte and conditions. Section 4 ENLARGEMENT OF THE JOINT SYSTEM Any member agency having first obtained the consent t Carlsbad and Vista, may at its sole cost and expense enlarge ai portion of the Joint System in which it is the owner of capaci. rights and any increased capacity in such unit or portion resultii from such enlargement shall belong to the member agency paying tl cost and expense thereof. No member agency shall unreasonab withhold consent to such enlargement. Any such enlargement sha be constructed in accordance with plans and specifications approvc by Carlsbad and Vista. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protection of the Joint System. The Joint Systt shall not be used by any member agency for any purpose other th: the conveyance, treatment or disposal of wastewater which shall1 construed to mean domestic sewage and trade wastewaters. Ea( member agency shall adopt and enforce ordinances, resolution! rules and regulations, concerning the type and condition ( wastewater permitted to be discharged into the sewers under il control and shall prohibit the discharge of any wastewater whic would be detrimental to the Joint System. Such ordinance: resolutions, rules and regulations shall reflect the applicab: federal and state statutes and regulations and shall be consister with the Operator/Administrator*s industrial pretreatmer regulations. 5.2 Prohibitions. No member agency shall all( excessive infiltration of any surface or storm waters to be discharged directly or indirectly into the Joint System. No membc agency shall allow cooling water or other unpolluted industrii wastewater to be discharged directly or indirectly into the Joir -3- 10/12/90 m 0 System without the consent of all other member agencies. No membc agency shall authorize a discharge from any groundwater clean1 site unless the discharge is authorized in advance by tl Operator/Administrator. Section 6 CAPACITY AND USE OF CAPACITY (CAPACI' INFRINGEMENT) Each member agency shall own and enjoy a perpetual right * use its Joint System capacity in the proportions set for' immediately below herein. No member agency shall in any way gran- encumber, limit or restrict its interest in any part of the Joii System for any purpose other than the treatment and disposal ( wastewater, or use the Joint System or any part thereof to greater percentage than its capacity rights, except as set fori in Sections 9.4 and 9.5, without the prior written consent of tl other member agencies, provided that no such excessive use withoi written consent shall be construed as a waiver of capacity righi by any member agency. section 7 CAPACITY MONITORING Each member agency shall participate in a joint flow meterii system, operated and administered by the Operator/Administrato~ and facilitate such measurements of flow into the Joint System i needed for billing purposes and to verify that each agency : within its capacity rights. This metering system shall 1 maintained according to a separate agreement executed by tl Operator/Administrator and the member agencies. Section 8 In the event that any member agency hereafter requirc additional capacity in the Joint System and capacity is availabl from another member agency, the capacity may be licensed, leas€ or purchased as necessary. Such lease or purchase shall be c terms as are hereafter agreed upon by the member agencies involvec In the event an inter-agency capacity agreement is adopted, tl Joint Advisory Committee shall be notified in writing. Licensinc lease or purchase shall be subject to the terms and conditio1 established in Sections 9.4 and 9.5. ACQUISITION/SALE OF EXCESS CAPACITY Section 9 CAPACITY RIGHTS IN UNITS 9.1 Existins Capacity. Subject to Section 9.2 hereol until the completion of Phase IV construction, the capacity right shall be as follows: -4- 10/ 12/9 0 0 0 Unit I Unit J MGD -- % MGD -- % 5.97 20.22 VISTA 6.75 30.00 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 7.45 ENCINITAS 1.25 5.56 TOTAL 22.5 100.00 29.51 100.00 Capacity sights in Unit I (Treatment Plant) are based c average daily flow at full secondary treatment. Capacity right in Unit J (Ocean Outfall) are based on average daily flow to tk outfall. This capacity rating assumes that the wet weather peakir factor on the flows to Unit J (including treated flows from Unit and reclamation failsafe flows) shall continue to be less thz 2.00, and all the member agencies agree to make good faith effort to ensure that the wet weather peaking factor on the flows t Unit 'IJ1l remains below 2.00. 2.20 9.2 ALLOCATION OF INTERIM OWNERSHIP AND CAPACITY IN UNIT I Interim Unit I (Liquid and Solids) ownerships as of July 1 1990 during construction of Phase IV and based on 50% completion shall be as follows: LIOUID SOLIDS AGENCY CAPACITY (MGDI OWNERSHIP % CAPACITY (MGD) OWNERS VISTA 6.39 26.18 7.14 25 CARLSBAD 6.23 25.53 6.94 24 BUENA 1.33 5.44 1.93 6 VALLECITOS 4.72 19.36 5.25 18 LEUCADIA 4.44 18.21 5.21 18 ENCINITAS 1.29 5.28 1.44 5 TOTAL 24.40 100 27.90 100 9.3 Post Phase IV Construction Capacity. UP0 completion of Phase IV construction, capacity rights shall be a: follows : -5- 10/ 12/9 0 0 0 Unit I Unit J Liquid Solids Disposal MGD -- % MGD -- % MGD -- % VISTA: 8.05 22.36 8.05 21.18 8.05 21. CARLSBAD : 9.24 25.67 9.24 24.32 9.24 24. BUENA: 2.26 6.28 3.51 9.24 3.51 9. VALLECITOS: 7.54 20.94 7.54 19.84 7.54 19.' LEUCADIA: 7.11 19.75 7.86 20.68 7.86 20.1 ENCINITAS: 1.80 5.00 1.80 4.74 4. 1.80 TOTAL 36.0 100.00 38.0 100.00 38.0 loo.( The total disposal capacity of Unit J shall be 38.0 MGD averac daily flow. This capacity rating assumes that the wet weatht peaking factor on the flows to Unit J shall continue to be le: than 2.13, and all the parties hereto agree to make good fail efforts to ensure that the wet weather peaking factor on the floi to Unit J remains below 2.13. 9.4 Interim Capacity Infrinsement. During the peric of interim Unit I ownership and capacity allocations prior to Pha: IV completion, as described in Section 9.2 above, the Membf Agencies agree that when any Member Agency's Unit I flows excec its interim capacity allocation for the treatment of solids liquids, or both, for any continuous three-month period, SUC Member Agency shall purchase temporary capacity equal to SUC excess from all of the Member Agencies with such unused capacit rights on a pro rata basis. Such flows shall be based on measurc (ADS) flows, to the maximum extent feasible. The use of capacit on a temporary basis shall be paid for based upon the August 19E Capacity Management Report calculation allocating 50 percent of tl: value of the available capacity to the treatment of solids and E percent to the treatment of liquids, for a total value of $72,5C per mgd per year. 9.5 Post Phase IV Capacitv Infrinqement. Followin Phase IV completion, the member agencies agree to make availabl up to 5 percent of their respective shares of Encina's tota capacities, as set forth in Section 9.3, through a reserve capacit pool, in accordance with the following terms and conditions: a. Flow Calculation. For the purposes of calculatin payments due for licensing under this section, flows shall be base on measured (ADS) flows, to the maximum extent feasible. Solid loading flows shall be based on the total flow originating withi each member agency. Voting rights, as described in Section 1 shall be in no way affected by temporary use of reserve capacit under this section. Total Reserve Capacity is the total capacit shown in paragraph (g), below. b. Monitorina of CaDacity Demand. Eachagencyshallprovid monthly reports to EAA regarding future capacity committed, base -6- 1 O/ 12/9 0 0 e upon its acceptance of applications for or issuance of any buildi. permits, letters of availability, certificates or othc entitlements for use which represent that sewer capacity available to the applicant or project, or which enforceably I practically commit the agency to provide future sewer servicl Reports shall be submitted in such form as the Board of EAA m( require. Before the measured and committed flows reach 75% ( Encina's total capacity (per Section 9.3), the EAA shall initia. a program to ensure adequate capacity to meet projected needs. c. Any use of capacity in excess ( 95% of their respective share of Encina's total capacity (PI Section 9.3) plus 50% of the Total Reserve Capacity, or otherwi in violation of this section, shall be considered a trespass. , the request of any member agency, EAA shall, and is herel authorized to specifically enforce the terms of this sectit (Section 9.5) against a member agency or agencies on behalf of tl remaining member agencies, including through commencement of proceeding at law or equity. The parties agree that specif enforcement is a proper remedy in that payment of damages is nl an adequate remedy for the potential losses to any member agenl resulting from the loss of capacity. For example, replacement 4 capacity may be impractical and the consequences for the econom development of the members are not readily subject . quantification, Each member agency hereby consents to tl commencement of such action or actions by EAA, and waives any rig1 it may have to further approval of such actions under the joii powers agreement creating and establishing EM. In addition to ai injunctive relief, EAA may seek consequential damages on behalf I the remaining member agencies. In any such action, the prevailii party shall be entitled to attorney's fees and costs. d. Indemnity and Hold Harmless. In addition to paymei of the amount specified herein, each agency agrees to indemnif! defend and hold harmless the EAA and the other member agencies fc any claim, demand, cost, penalty, fine or damage (includii reasonable attorney's fees and costs of investigation), arising 01 of its violation of this section, whether resulting from tl agency's active or passive, negligent or intentional act or failui to act to prevent a violation, and notwithstanding the active ( passive neglience of those member agencies which are in compliant with the provisions of this section. e. License Pavments . When any member agency's flows excec 100% of its capacity allocation for the treatment of solids, and/( treatment and/or disposal of liquids, for any continuous three month period, such member agency shall pay for the use of su( capacity from the reserve capacity pool in accord with the schedu: of values, as adjusted each July 1 (commencing in July 1991) 1 updating the facility spreadsheet to include any additional ai changed capital project costs, and to reflect the current ENRl construction cost index, as follows: Excess Use a TresDass. -7- 10/12/90 0 e (1) Any portion of reserve up to 50% of Total Reser $ 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 Reser’ Capacity shall be a violation of this section. In addition to ai other remedy provided herein, or available to EAA or the membt agencies, an agency shall pay for such use: Capacity : $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 mac annually. Payments from member agencies shall be made quarter: to the EAA and held in a special account. f. Restrictions on Use Over 40% of Reserve. If at ai time any agency shall have enforceably or practically committed 1 provide future sewer service which, when added to its then existir actual flows, equals 95% of its allocated capacity (per Sectic 9.3) plus 40% of the Total Reserve Capacity, such agency shall: 1. Immediately halt the acceptance or issuance of ar building permits, letters of availability, certificates or othc entitlements for use which represent that sewer capacity is tt agency to provide future sewer service. 2. Immediately inform EAA, in writing, that it ha reached this threshold, of the actions it has taken to implemer (e) (1) above, and of its intention to present a plan to EAA, withi 30 days, for capacity management to prevent the agency frc exceeding use of 50% of the Total Reserve Capacity. construction, reserve capacity shall be as follows: g. Reserve Capacitv. Upon completion of Phase I Unit I Unit J Liquid Solids Disposal MGD -- % MGD -- % MGD -- % VISTA: .40 22.36 .40 21.18 .40 21.1 CARLSBAD : .46 25.67 .46 24.32 .46 24.3 BUENA : .ll 6.28 .18 9.24 .18 9.2 VALLECITOS: .38 20.94 .38 19.84 .38 19.8 LEUCADIA : .36 19.75 .39 20.68 .39 20.6 ENCINITAS: .09 5.00 .09 4.74 .09 4.7 TOTAL RESERVE 1.8 100.00 1.9 100.00 1.9 100.0 -8- 10/12/90 0 0 h. Sole Method of Allocation. No agency shall provi capacity to any other member agency except pursuant to this secti without the unanimous consent of the member agencies; provided th an agency may agree to provide additional capacity on a tempora basis to an agency which has used the maximum reserve capaci authorized by this section if: (1) such arrangement provides f payments at rates not less that the maximum reserve capacity ra per paragraph (e) (2), above; and (2) the capacity so provided do not reduce the Total Reserve Capacity available. Section 10 DEFINITION OF PHASE IV COMPLETION For purposes of Phase IV capacity allocated under Section ! 'Icompletionlt is defined as the time when the entire addition, treatment train is available for use in compliance with regulato: permits (NPDES APCD, etc.) and the Western Summit/TIC constructit contract. Section 11 CAPACITY RIGHTS FOR RECLAMATION 11.1 Future Reclamation. Any member agency, at i* own expense, may, and shall have the right to, reclaim water frc any wastewater in the Joint System which emanates within tl jurisdiction of the respective member agency. And, subject to tk following limitations, each member agency shall have the right t install facilities for the reclamation of water from wastewatei Any proposed reclamation shall require the approval of all tk member agencies in the event that the proposed reclamation facilit is designed and/or constructed such that (i) any solids or nor treated effluent from any such facility may be discharged int Unit I of the Joint System and/or (ii) any reclaimed water may 1: discharged into Unit J of the Joint System. Such approval shal not be withheld unless the use of the proposed reclamation facilit would adversely affect one or more of the member agencies and tk reclaimer cannot reasonably mitigate the adverse impact. Nothir in this section shall be construed so as to require approval by tk member agencies as to the geographic location of a reclamatio facility constructed solely within the boundaries of any membe agency. 11.2 Existinq Reclamation. Section 11.1 abov pertains to all future reclamation facilities. Current1 constructed facilities may be operated to their capacity withou further action by owners. The current reclamation facilities an capacities are as follows: RECLAMATION ENTITY FACILITY CAPACITY CARLSBAD Calavera Hills 1.20 MGD LEUCADIA Gafner 0.75 MGD VALLECITOS Meadowlark 2.00 MGD BUENA Shadowridge 1.16 MGD -9- 10/12/90 0 0 Section 12 JOINT ADVISORY COMMITTEE The member agencies have created a Joint Advisory Committ (JAC) to advise the member agencies and the Operato Administrator. JAC shall continue in this advisory role. only. The JAC shall have the following responsibilities: 12.1.1 To review the operation and maintenance of tl Joint System, including the cost thereof, and make reports ai recommendations to the governing bodies of the member agencies; 12.1.2 To review and make recommendations regardii proposed expansion, enlargements or modifications of the Joii System to the governing bodies of the member agencies; and 12.1.3 To review and make recommendations regardi: contracts, budget matters, regulations, policies, permits and othl documents and issues as appropriate to the Operator/Administrato. Each report and recommendation of the JAC permitted by this Sectic shall be considered as having been made by all the member agencic when made to the Operator/ Administrator and made in accordanc with the voting rights and percentages set forth below in Sectic 12.4.4. 12.1 Powers. Recommendations of JAC shall be adviso 12.2 Representation on JAC. JAC shall be constitute by two appointed representatives from each member agency, with or alternate for each appointed representative. JAC representativc may, but need not, be members of the governing bodies of the membc agencies. 12.3 Officers of JAC. JAC shall elect its 01 officers, which shall include a Chairman, Vice-chairman, ar Secretary. The Chairman and Vice-chairman shall be JI representatives and the Secretary may, but need not, be a JA representative. 12.4 Meetinqs of the JAC. 12.4.1 Regular Meetings. The JAC shall provid for its regular meetings; provided, however, it shall hold at leas one regular meeting per month. The dates, hour, and place of tk regular meetings shall be established by JAC. 12.4.2 Ralph M. Brown Act. All meetings of tk: JAC, including, without limitations, regular, adjourned regular and special meetings, shall be called, noticed, held, and conduct€ in accordance with the provisions of the Ralph M. Brown Ac (commencing with Section 54950 of the California Government Code) - 10 - 10/ 12/ 9 0 0 a 12.4.3 Minutes. The JAC Secretary shall cau to be kept minutes of all meetings of the JAC, and shall cause copy of the minutes to be forwarded to each JAC representative. the JAC shall equal 100%. When voting on a matter involving t Treatment Plant (Unit I) or the Ocean Outfall (Unit J), each J representative's percentage vote shall equal one-half of t percentage of that unit's capacity owned by the representative agency. If only one of an agency's representatives is presen this representative's percentage vote shall equal the tot percentage of that unit's capacity owned by the representative agency. If both representatives are absent, each alternate sha have a percentage vote equal to one-half of the percentage capaci of the alternate's member agency: provided, however, at any J meeting where any member agency is represented by only o alternate, the alternate shall have a percentage of vote equal the total percentage of the capacity of the agency he/s represents. 12.5 Rules. JAC shall adopt rules and regulatio for the place, time and conduct of JAC meetings. 12.6 Payment for Attendance. The Operato Administrator (or, if requested by the appointing member agenc: that member agency as to its representatives) shall pay ea( representative (or alternate who attends a meeting by reason 1 the absence of a representative) an attendance fee of twenty-fi. ($25.00) for each JAC meeting, provided that such payment does nc exceed fifty dollars ($50) per calendar month. Attendance fec shall be paid monthly. 12.4.4 Vote. The total vote of all members 12.7 Assistance from the Operator/Administrator. TI Operator/Administrator shall provide supplies and clerical ai secretarial help for JAC. The cost of such supplies and assistanc shall be considered part of the expense of operating ai maintaining the Joint System. Section 13 OPERATOR/ADMINISTRATOR The Joint System shall be maintained and operated by any 01 of the parties hereto, or by another Public Agency, which party ( other public agency shall be known as the Operator/ Administratoi 13.1 General Duties. 13.1.1 Joint System. The Operator/ Administratc shall maintain and operate the Joint System, and shall preserve : in good repair and working order, all in accordance with recognize sound engineering and accounting practices and local, state, a1 federal laws and regulations. - 11 - 10/12/90 0 0 13.1.2 Pump Stations. The Operato: Administrator also shall operate and maintain, at the expense ( the Cities of Vista and Carlsbad, the Aqua Hedionda and Buena Visi Pump Stations (formerly Units B and C of the Joint System) with an annual budget prepared by the Operator/Administrator ai approved by Vista and Carlsbad. 13.1.3 Other Facilities. The Operato Administrator shall have the authority to operate and mainta other facilities outside the Joint System as recommendc unanimously by JAC and in accordance with Operator/Administratt executed operation agreements, which may include budgeti. responsibilities. 13.2 Desiqnation and Specific Powers. Ef fecti. August 1, 1988, the member agencies created a public agency knoi as the Encina Administrative Agency (EAA) to serve as tl Operator/Administrator of the Encina Joint System. The EAA sha continue to serve as the Operator/Administrator until such time ( EAA is terminated by written consent of a majority of the membc agencies, evidenced by certified copies of resolutions by the governing bodies. The organization, administration, rules, a: specific powers of the EAA shall be as set forth in the Revist Establishment Document establishing the EAA. Upon termination I the EAA and replacement with another Operator/Administrato employees of the EAA shall become the employees of the nl Operator/Administrator subject to existing employment contract, seniority, retirement rights and any other employee benefits c rights now enjoyed by those employees. Section 14 BUDGETING AND ACCOUNTING 14.1 Annual Budqets. Annually, the Operato Administrator shall prepare an operation, maintenance, a. administration budget (hereafter referred to as the 0 & M budge. and a capital improvement program budget (hereafter referred to q the capital budget.) The budgets shall be prepared in accordant with generally accepted accounting principles. 14.1.1 Preparation of Estimated 0 & M Budge No later than May 1 of each year, the Operator/Administrator sha prepare an estimated budget of the (a) amount of money required ' operate, maintain and administer the Joint System during tl ensuing fiscal year, and (b) the proportionate amount to be pa by each member agency. Such estimate shall be based on the tot( operation, maintenance, and administration costs during the curre fiscal year as such costs are set forth in the current approvl budget for the Joint System. 14.1.2 Approval of Estimated 0 & M Budget. Ea1 estimated 0 & M budget adopted by the Operator/Administrator sha be forwarded to the JAC for consideration and for submission to t member agencies for approval. The Operator/Administrator - 12 - 10/12/90 0 0 estimated 0 & M budget shall be deemed effective upon unanimo approval by the member agencies and upon the receipt by t Operator/Administrator of certified copies of approving resolutio or minute orders from the governing bodies of each of the memb agencies. Until such time as formal approval has been receiv from each member agency, the estimated 0 & M budget sha constitute merely a proposed budget, subject to consideration revisions. The 0 & M budget shall be considered separately fr the capital budget and may be approved independently. In the eve a proposed budget is not approved, the Operator/Administrator sha continue to operate using the 0 & M budget figures from t previous fiscal year. 14.1.3 Prepaid 0 & M Contributions. Each membc agency shall prepay its estimated portion of the budget1 operation, maintenance, and administration costs and shall pay if actual portion of the costs as determined pursuant to Section of this Revised Basic Agreement. Quarterly on July 1, October January 1, and April 1, the Operator/Administrator shall bill tl member agencies and the member agencies shall deposit with tl Operator/Administrator one fourth of the annual cost of operatio] maintenance, and administration for the following quarter i estimated in Section 16. Provided, however, the last invoice fc each fiscal year may be increased or decreased to adjust tl estimated amount payable based upon the estimated total expensc for the full year and the estimated total amount and strength c wastewater received from each member agency. In the event that 4 the end of any fiscal year the amount paid by a member agenc exceeds the amount that should have been charged, the excess sha be credited to the member agency the following fiscal year. J case of an underpayment, the member agency shall be billed by tl Operator/Administrator and shall pay for the deficiency within 1 days. Each member agency shall make quarterly contribution payments t the Operator/Administrator promptly at the time they become due. 14.1.4 Actual 0 & M Contributions. The membc agencies agree to contribute from their treasuries the actuc annual costs of the Joint System as divided among the membc agencies pursuant to Section 17 of this Revised Basic Agreement Such costs shall include the actual costs of (1) all materials ar supplies used or purchased for the operation, maintenance, c administration of the Joint System, (2) all contracts let by tl Operator/Administrator for the performance of budgeted 0 & M worJ and (3) the salaries and wages of all Operator/ Administratc employees providing such services, including vacations and sic leave benefits, workers' compensation, social security an retirement payments, and health insurance. Such costs shall k paid out of the funds deposited with the Operator/Administrator k the member agencies; provided however, the failure of any membe agency to pay the Operatsr/Administrator shall not relieve th other member agencies of their obligation to pay thei - 13 - 10/12/90 0 0 proportionate shares of operation, maintenance, and administrati of the Joint System. 14.1.5 Preparation of Estimated Capital Budge No later than May 1 of each year, the Operator/Administrator sha prepare an estimated budget of the amount of money required f capital improvement projects during each of the next five fisc years and over the next twenty years. The estimated capital budg shall show the estimated amount to be paid by each member agenc Such estimate shall be based on existing and/or projected ownersh as appropriate. 14.1.6 Approval of Estimated Capital Budge' Each estimated capital budget adopted by the Operator/Admin strator shall be forwarded to the JAC for consideration and fc submittal to the member agencies for approval. The Operato: Administrator's estimated capital budget shall be deemed effecti. upon unanimous approval by the member agencies and upon the recei] by the Operator/Administrator of certified copies of approvi: resolutions or minute orders from the governing bodies of each 1 the member agencies. Until such time as formal approval has bel received from each member agency, the estimated capital budgl shall constitute merely a proposed budget, subject to considerati1 or revisions. The capital budget shall be considered separatej from the 0 & M budget and may be approved independently. 14.1.7 Prepaid Capital Contributions. Eac member agency shall prepay its actual portion of the capital cost except as noted in Section 18 of this Revised Basic Agreement Quarterly on July 1, October 1, January 1, and April 1, tl Operator/Administrator shall bill the member agencies and tl member agencies shall deposit with the Operator/Administrator ox fourth of the actual estimated capital costs except as otherwi: specified in Section 18. Any capital funds remaining at the e1 of the fiscal year shall be retained and credited toward the membc agencies for the following fiscal year. Each member agency shall make quarterly contribution payments t the Operator/Administrator promptly at the time they become due. 14.1.8 Actual Capital Contributions. The membe agencies agree to contribute their actual capital costs pursuar to Section 18 of this Revised Basic Agreement. Such costs shal include the actual costs of (1) all materials and supplies used c purchased for capital improvement of the Joint System and (2) a1 contracts let by the Operator/Administrator for the performance c capital improvement pro] ects. Provided however, the failure of ar member agency to pay the Operator/ Administrator shall not reliev the other member agencies of their obligation to pay thei proportionate shares of the capital expenses of the Joint System - 14 - 10/ 12/ 9 0 0 0 Section 15 ASSISTANCE TO OPERATOR/ADMINISTRATOR When requested by the Operator/Administrator, the Joint Powe: shall provide assistance, and make recommendations to sa. Operator/Administrator relative to all services and duties it . to perform under the terms of this Revised Basic Agreement. Section 16 The Operator/Administrator and/or any of the member agencic may, as agreed upon in writing by all the member agencies, act ( behalf of the member agencies in acquiring lands and rights of Wi necessary for the operation, maintenance, ownership, and use of tl Joint System. RIGHTS OF WAY AND LAND ACQUISITIONS Section 17 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 17.1 Allocation of Expenses. All operatio] maintenance, and administration expenses for Units I and J of tl Joint System, hereafter referred to as 0 & M expenses, shall 1 paid by each member agency based on each member agency's percentac of ownership and usage in these units. For the purposes of th. section the following definitions shall apply: "usage" shall me; the costs for power, chemicals, maintenance, and other sewac treatment, solids handling and disposal processes which result frc wastewater entering Unit I or Unit J; "ownership" shall mean tl costs for insurance, administration expenses, laboratory expense; plant operations, services, and maintenance, and other wastewatt collection and treatment, solids handling and effluent dispos: costs which are incurred irrespective of the amount of wastewatt which enters Unit I or Unit J. 17.2 Payment Schedule. Each member agency shall pz its proportionate share of the operation, maintenance ai administration expenses in accordance with Section 13.1 of th: Revised Basic Agreement. 17.3 Revenue from By-products. Any revenue receive from the sale of fertilizer or other by-products arising out ( the operation of the Joint System shall be apportioned to ea( member agency in the same proportion as their share of the 0 & expenses for the Joint System in the year in which the revenue : received. Section 18 PAYMENT OF CAPITAL EXPENSES Allocation of Expenses. Unless otherwic specified herein, capital expenses shall be allocated based c existing or projected Unit I or Unit J ownership as appropriatc Exceptions are as follows: 18.1 - 15 - 10/12/90 0 0 18.1.1 Phase IV Expansion. Phase IV capacil and costs are allocated according to the methodology shown . Exhibit B, attached hereto and made part of this Revised Bas Agreement by reference. 18.1.2 Joint Flow Metering System. Each membc agency is responsible for the capital expenses of meters ai monitors serving its respective service area. Capital expensc for the monitors serving the entire Exhibit A service area sha be paid on the basis of Unit J flow. 18.1.3 Encina Sewage Solids Management Prograi All expenses shall be allocated in accordance with the terms of separate agreement to be adopted unanimously by the membc agencies. 18.1.4 Additional Land/Right of Way Acquisitio All expenses shall be allocated in accordance with the terms of separate agreement to be adopted unanimously by the membl agencies. 18.2 Payment Schedule. Unless otherwise specifit herein, capital expenses shall be prepaid on a quarterly basi Exceptions are as follows: 18.2.1 Phase IV Expansion, Phase IV contra expenses approved by EAA shall be paid once a month based invoices from the contractor, the design engineer, and t construction manager. The payments will vary over the duration the job. The Operator/Administrator shall notify the member agen financial representatives of the amounts needed following recei of each month's invoices. Final project payments shall be adjust as described in Exhibit B. 18.2.2 Encina Sewage Solids Management Progra All expenses shall be paid in accordance with the terms of separate agreement to be adopted unanimously by the memb agencies. 18.2.3 Additional Land/Right of Way Acquisitio All expenses shall be paid in accordance with the terms of separate agreement to be adopted unanimously by the memb agencies. 18.2.4 Other Capital Expenses. On occasio capital expenses may occur earlier in the fiscal year than wou allow for regular quarterly billing. If regular quarterly billin do not provide needed capital early enough during the fiscal yea supplemental capital billings shall be sent tothe member agencie In such cases, the Operator/Administrator will notify the memb agency financial representatives as far in advance as possible. - 16 - 1 O/ 12/ 9 0 0 0 Section 19 SETTLEMENT OF DISPUTE OR CONTROVERSY 19.1 Risht to Arbitration. Should any dispute c controversy arise in connection with the books, records or account of any member agency or in connection with the acquisitior construction, maintenance, operation repair, reconstruction c enlargement of the Joint System or in connection with any of tk affairs or operation thereof, or the execution of this agreement the governing bodies of member agencies that are affected by SUC dispute may elect to arbitrate the dispute or controversy j accordance with this section. In the event of such election, tk governing body of each member agency affected shall appoint c designate one disinterested person as an arbitrator. saj arbitrators so chosen, if an even number, shall designate i additional disinterested person to make an odd number c arbitrators. Said arbitrators so chosen shall act as a Board c Arbitrators in connection with any such dispute or controvers] The findings of fact approved by a vote of the majority of tT members of the Board of Arbitrators shall be binding upon tt affected member agencies. 19.2 Risht of Observation. The parties to a1 arbitration proceedings held under the provisions of this agreemei shall notify every other member agency not a party thereto of suc arbitration proceedings and any other member agency shall have tl right to be represented at such proceedings by a member agenc designated observer. 19.3 Risht to Expert Arbitration. Any controver: which can be determined by an engineer's or other expert's findin( and which under this section could be submitted to arbitration ma! if the parties thereto agree in writing to do so, be submitted 1 a named engineer or expert who shall be the sole arbitrator. AI such engineer shall be a member of the American Society of Civ: Engineers. Any such engineer or expert shall be disinterested i required of arbitrators on an arbitration board. He shall procet in the same manner provided herein €or an arbitration board. Section 20 APPORTIONMENT OF LIABILITY Any liability incurred by the member agencies, which liabilii arises out of or in connection with the operation and/( maintenance of the Joint System, except for costs of improvemen' to such facilities and operating and maintenance costs, shall 1 discharged by payment by each member hereof in proportion to the respective ownership in the facilities at the time of the incidei which results in the liability. - 17 - 1 O/ 12/ 9 0 e 0 Section 28 NOTICES Notices required or permitted under this Revised Bas Agreement shall be sufficiently given if in writing and if eithc served personally or mailed by certified mail to the membc agencies. Section 22 SEVERABILITY If any one or more of the terms, provisions, promise: covenants or conditions of this agreement shall by any extent 1 adjudged invalid, unenforceable, void or voidable for any reasc whatsoever by a court of competent jurisdiction, each and all 1 the remaining terms, provisions, promises, covenants and conditio of this agreement shall not be affected thereby and shall be val and enforceable to the fullest extent permitted by law. Section 23 MODIFICATION OF AGREEMENT This agreement shall contain all the terms and conditions ma between the parties hereto and shall not be amended except by agreement in writing signed by all the member agencies. Section 24 SUCCESSHON The provisions of this agreement shall be binding upon a shall inure to the benefit of the successors of the parties heret Section 25 APPROVAL This agreement shall be approved as of the date that all the member agencies have approved this agreement and the Revis Establishment Document. IN WITNESS WHEREOF, each party hereto has pursuant to resoluti duly passed and adopted by their respective governing bodies caus this Revised Basic Agreement to be executed the day and year fir above written. - 18 - 10/12/90 0 CITY OF VIS 9 'A, BY Mayor Attest: City Clerk Attest: &!.,d,L ,$ .%d- City Clerk LEUCADIA COUNTY WATER DISTRICT BY President VALLECITOS WATER DISTRICT BY President BUENA SANITATION DISTRICT BY Chairperson ENCINITAS SANITARY DISTRICT BY President Approved in form: BY JAC Counsel - 19 - 10/ 12/ 9 0 0 EXHIBIT B PHASE IV COST ALLOCATION 0 1. Phase IV cost shall be allocated as follows: a. All costs shall be allocated by unit process and amon1 flow, BOD, and suspended solids in the manner recommend for revenue programs by the State Water Resources Contr Board o b. The replacement value of the existing Unit I and Unit facilities at the mid-point of construction (projecte ENRLA of 6465) shall be determined. In determining replacement value, grant funding shall be included exce for the grant funding used to pay for the lloversizedll portion of "oversized1' items (i.e., items sized or undertaken for the ultimate site capacity, such as si grading and paving, piping, etc.). c. Dollar ownership of the existing facilities shall be determined by multiplying existing ownership percentag times the replacement values determined in step b. d. The cost of the proposed Phase IV facilities at the mi point of construction (projected ENRLA of 6465) shall estimated by the design engineer. e. The total value of the EWPCF following construction o Phase IV shall be estimated by adding the replacement value of the existing facilities (determined in step to the estimated cost of the Phase IV project (determin 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 Un J ownerships (determined in Exhibit A of the Thirty-Nir! 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 ownerships (determined in st c) from needed dollar ownerships following constructi of Phase IV (determined in step f). Credits and buyi for existing facilities are automatically included in tk calculation and need not be calculated separately: however, the dollar values of each are included below f background. - 20 - 10/12/90 e 0 Estimated Phase IV cost allocations in dollars and percent of total follows: Effective Existing Projected Ownership Est i ma t ed Ownership, Following Phase IV Phase IV Cost Credi t/Bu Agency $ Construction, $ $ X$ Vista 22,739,000 28,938,000 6,199,000 11.44 (5,455,O Car 1 sbad 20,585,000 33,216,000 12,631,000 23.31 ( 745,O Leucadi a 13,314,000 27,297,000 13,983,000 25.81 2,916.0 San Marcos 14,099,000 27,105,000 13,006,000 24.01 2,091,O Buena 4,436,000 11,020,500 6,584,500 12.15 2,023,O Encini tas 4,694,000 6,470,500 1,776,500 3.28 ( 830,O Total 79,867,000 1 34,047,000 54,180,000 100.00 0 Final Phase IV cost allocations will be determined following comple,' Phase IV construction and will use the actual project costs spread ac to the final engineer's estimate instead of the current engineer's e in steps d through g above. Actual ENRLA at mid-point of constructi be substituted for the projected value in step b. - 21 - 10/12/90