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HomeMy WebLinkAbout2014-12-09; City Council; 21799; Amendment Encina Wastewater Authority Agreement to Address Phase V Cost AllocationCITY OF CARLSBAD - AGENDA BILL AB# 21,799 APPROVAL OF AMENDMENT OF THE ENCINA WASTEWATER AUTHORITY REVISED BASIC AGREEMENT TO ADDRESS PHASE V COST ALLOCATION DEPT. DIRECTOR^^^. DATE 12-09-14 APPROVAL OF AMENDMENT OF THE ENCINA WASTEWATER AUTHORITY REVISED BASIC AGREEMENT TO ADDRESS PHASE V COST ALLOCATION CITY ATTY. DEPT. PW-UTIL APPROVAL OF AMENDMENT OF THE ENCINA WASTEWATER AUTHORITY REVISED BASIC AGREEMENT TO ADDRESS PHASE V COST ALLOCATION CITY MGR. Kii RECOMMENDED ACTION: Adopt Resolution No. 2014-274 approving amendment of the Encina Wastewater Authority Revised Basic Agreement to address Phase V cost allocation. ITEM EXPLANATION: At its meeting on October 22, 2014, the Encina Wastewater Authority (EWA) Joint Advisory Committee (JAC) approved an amendment of the Revised Basic Agreement (Exhibit 2) to address Phase V cost allocation. The Joint Advisory Committee is now requesting the City council's review and approval of this amendment. The allocation of capital costs associated with Encina Joint Facilities expansions is not within the express powers granted to the Encina Wastewater Authority by it Revised Establishment document. The EWA is requesting that each member agency approve via resolution or minute motion the Encina Joint Facilities expansion capital cost allocation method as the basis for Phase V Expansion Project capital cost allocation. In late 2000, EWA staff met with member agency staff to describe the cost allocation model used in the Phase IV project (the Model) and to describe the operation of the Model when applied to Phase V Preliminary Design cost estimates. Subsequently, EWA conducted a review of the Model from an engineering and financial perspective. The findings of a report issued by EWA stated that the Model is: a) in substantial compliance with Revised Basic Agreement (RBA), b) consistent with Phase IV methodology; and, c) a reasonable method of allocating costs. In addition, the report made technical recommendations to improve the Model. An updated report issued by EWA in May 2004 included up-to- date audited financial records and added estimated Flow Equalization and Building Program costs to better estimate member agencies Phase V cash requirements. DEPARTMENT CONTACT: Kirsten Plonka 760-438-2722 kirsten.plonka@carlsbadca.gov FOR CLERK USE. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • EWA Revised Basic Agreement Amendment December 9, 2014 Page 2 of 2 FISCAL IMPACT: The amendment of the RBA establishes the cost allocation model used for the EWA Phase V Expansion Project and will also be used for future project costs. The city's share of EWA's Phase V Expansion Project to date has been approximately $10.6 million. The share was calculated using a five-step process which included: 1) determining each member's share of replacement values for all existing Encina Joint facilities, 2) adjusting ownership of existing Encina Joint facilities based on each member's Phase V flow projections, 3) applying debits or credits to each member which are determined by subtracting existing flow projections from adjusted flow projections, 4) determining each member's Phase V costs based on adjusted flow projections, then 5) determining cash requirements of each member by applying a debit or credit to each member's Phase V costs. ENVIRONMENTAL IMPAa: Pursuant to Public Resources code Section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect change in the environment, and therefore does not require environmental review PUBLIC NOTIFICATION: None required EXHIBITS: 1. Resolution No. 2014-274 approving amendment ofthe Encina Wastewater Authority Revised Basic Agreement dated October 27, 2014 to address Phase V cost allocation. 2. Encina Wastewater Authority Board of Directors Letter 14-11069 Revised Basic Agreement Amendment dated October 27, 2014. EXHIBIT 1 1 RESOLUTION NO. 2014-274 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AMENDMENT OF THE ENCINA WASTEWATER AUTHORITY REVISED BASIC AGREEMENT TO 4 ADDRESS PHASE V COST ALLOCATION 3 23 24 25 26 27 28 WHEREAS, the Encina Wastewater Authority ("EWA") is proceeding with design and 5 6 7 construction of an expansion of the Encina Water Pollution Control Facility in order to increase 8 capacity of the Joint System, known as Phase V; and ^ WHEREAS, section 17 of the "Revised Basic Agreement for Ownership, Operation and Maintenance of a Joint Sewage System" ("RBA") provides for allocation of capital expenses among the member agencies; and WHEREAS, section 11.1.2 of the RBA provides that it is the responsibility of the Joint 10 11 12 13 14 Advisory Committee to review and make recommendations regarding the proposed expansion 15 of the Joint System to the governing bodies of the member agencies; and WHEREAS, the RBA makes no provision for the allocation of the capital costs of Phase V 17 facilities; and 18 WHEREAS, the City Council of the City of Carlsbad desires to approve amendment to the 2Q RBA as recommended by the EWA Board of Directors and Joint Advisory Committee. 21 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California 22 as follows: 1. The above recitations are true and correct. 2. That amendment to the RBA reflects new member agency flow capacities and ownership percentages. 3 1 3. The amendment to the revised Encina Wastewater Authority revised basic 2 agreement to address Phase V Cost Allocation is hereby approved and the Mayor is hereby authorized to execute said agreement. 4. That this resolution shall be forwarded to EWA immediately upon its execution. // 3 4 5 6 7 // 8 // 9 10 11 12 13 14 // 17 18 19 20 23 24 25 26 27 28 // // // // 15 // 16 // // // // 21 // 22 // // // // 1 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 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 9*^ day of December, 2014, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Schumacher, Blackburn. None. ABSENT: None. MATT HALL, Mayor ATTEST: BARBARA ENG (SEAL) ATTACHMENT EWA BOARD OF DIRECTORS LETTER 14-11069 REVISED BASIC AGREEMENT AMENDMENT October 27,2014 Item Date To From Issue ENCINA WASTEWATER AUTHORITY BOARD OF DIRECTORS 14 October 22,2014 Honorable Chair and Board of Directors Kevin M. Hardy, General Manager REVISED BASIC AGREEMENT AMENDMENT ctors STAFF RECOMMENDS THE BOARD OF DIRECTORS: 1. Consider and adopt an Amended and Restated Revised Basic Agreement as proposed herein and forward to the Joint Advisory Committee for consideration. 2. Discuss and take other action as appropriate. BACKGROUND The Revised Basic Agreement (RBA) provides for joint ownership of the Encina Wastewater Authority (EWA) facilities for the purpose of planning, designing, owning, operating, and maintaining a joint sewer system. In December 2009, the Board of Directors took final acceptance of the Phase V Expansion Project (Phase V) which increased the Encina Water Pollution Control Facility (EWPCF) liquid treatment capacity from 36 million gallons per day (MGD) to 40.51 MGD and solid treatment capacity from 38 MGD to 43.3 MGD. Staff worked closely with the Member Agency Managers tb complete the Phase V cost allocation effort in 2014 and the proposed amendment to the RBA reflects Member Agencies agreed upon capacity and ownership percentages for the EWPCF. EWA's General Counsel has reviewed the proposed changes to the RBA and suggested edits are included. The Policy and Finance Committee and the Capital Improvement Committee reviewed this item and approved staff's recommendation. BUSINESS PLAN REFERENCE There is no business plan reference for this recommendation. DISCUSSION The RBA serves as the partnership agreement between the Member Agencies and contains agreed upon covenants detailed through recitals, 23 sections, and exhibits included as Attachment 1. In June cf 2004, the Board of Directors approved Resolution 04-14: Recommending Amendment to the Revised Basic Agreement to address Phase V Cost Allocation. This Resolution outlined a five-step process for allocating the capital costs associated with Phase V and is provided for In detail as Exhibit D of the RBA. Final reconciliation of Phase V occurred in Fiscal Year 2014 and the lone remaining effort to close the Phase V Allocation process Is through an amendment to the RBA to reflect new member agency flow capadties and ownership percentages. Other than basic formatting changes, a summary of proposed changes is Ref: Admln:14-11069 14-1 7 Endna Wastewater Authority (PFC) Policy and Finance Committee Amended Revised Basic Agreement Page 2 provided below and further detailed in Attachment 2. EWA's Member Agency Managers, and their respective General Counsel's, have reviewed the proposed changes and suggested edits are included for your review. Summarv of Changes - Attachment 2; Rediine Strikeout Version of RBA Section Proposed Edit Page No. Change amended date to October 22,2014; Change "General Law Introduction City" to "Charter City" for the Cities of Carlsbad and Vista; and, Change "Leucadia County Water District" to "Leucadia Wastewater District". 14-33 Recitals Add "EWA" after Encina Wastewater Authority. 14-33 Section 1.2 Joint System: Add (collectively, "Encina"). 14-35 Section 9 Capacity Rights in Units: Amend table to reflect Phase V capacities and ownership. 14-37 Ucense Payments: Amend to reflect Phase V capacities and current Section 9.2.5 replacement value of Unit 1 and Unit J as of July 1, 2013; and, add Engineering News Record-Los Angeles ("EIMRLA"). 14-38 Sectlan 9.2.7 Reserve Capacity: Amend table to reflect Phase V capacities and ownership. 14-39 Section 10.1 Future Reclamation: Strike "reclaimer" and add "reclaiming member". 14-41 Section 10.2 Existing Reclamation: Amend table to reflect current reclamation facilities. 14-41 Section 17,1.2 Phase V Expansion: Add new subsection that includes Phase V 14-48 Section 17,1.2 Allocation methodology reference to Exhibit D. 14-48 Section 17.2.1 Phase IV Expansion: Obsolete, delete subsection. 14-49 Section 17.3 Phase V Expansion: Obsolete, delete subsection. 14-49 Section 24 Approval: Uncouple RBA from Revised Establishment Document (RED), delete section. 14-51 Signature Page Add "Counterpart" language. 14-52 Exhibit C License Payments & Schedule of Values: Amend to reflect current replacement value of Unit 1 and Unit J as of July 1, 2013. 14-56 FISCAL IMPACT None. THEREFORE, STAFF RECOMMENDS THE BOARD OF DIRECTORS: 1. Consider and adopt an Amended and Restated Revised Basic Agreement as proposed herein and forward to the Joint Advisory Committee for consideration. 2. Discuss and take other action as appropriate. Attachment 1: Amended Revised Basic Agreement Attachment 2: Rediine Version Amended Revised Basic Agreement Prepared by: Michael F. Steinlicht, Assistant General Manager Approved by: Kevin M. Hardy, General Manager Ref: Admin. 14-11069 14-2 ATTACHMENT 1 AMENDED REVISED BASIC AGREEMENT October 22,2014 14-3 7 REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEP AS AMENDED OCTOBER 22, 2014 Ref: Admin.14-10934 Id 14-4 TABLE OF CONTENTS Page RECITALS........ 1 Section 1 DEFINITIONS • 2 1,1 Jdnt Mviswy GanmltteQ (JAC) 2 1J2 Joint Systan.. 2 1.3 Member /^encies 2 1.4 C^erato'/Acftninlsirator , 2 15 Btosolids 2 Section 2 JOINT PARTICIPATION 2 SectTonS /«?EATO BE SERViD BYTHE JOINT SYSTEM 2 3.1 Existmg Service Area..... 2 32 Revfsions to Ihe Service Area. 2 3.3 Prc^ibitton on Dlschai^ from Oulside the mnUt A Swvice Area............ ......... 3 Section 4 ENLARGEMENT OF THE JOINT SYSTEM Section 5 PROTECTION OF THE JOINT SYSTERfl/SOURCE CONTROL 5.1 Protectton of the Joirrt System 5.2 Prohfellions..., .,.„..,.„,..„.,„.,.„......,.„.,..,....,.....,................................... 3 3 3 Section 6 Section? SecUon8 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGBiENTJ. CAPMJnY MONITORING ACQUISmON/SALE OF EXCESS CAPACITY. Sectton 9 CAPACITY RIGHTS IN UNITS...... 9.1 Unit I and Unit J Capacaty...... 9.2 Unit I Capadty Inffingwiort............ 9.2.1 Ftow Cateulallon,....... 2 Mwitloring of Capacity Danand 3 Excess Use a Trespass. 4 IndOTrtty and FWd Hwroless.. 9.2 9.2 9.2 9.2.5 Lfcense Pa^roents. ........ 9.2.6 Restricttons «i Use Over 40% of Reserve. 9.2.7 Res«V0 Capacity... 9.2.8 Sd® Method of Allocatton 3 4 4 4 4 5 5 5 6 5 6 6 6 Section 10 CAPACITY RIGHTS FOR RECLAMATION. 10.1 Future Reclamation..... ......... 10.2 Existir^ Recla'matlon.,.. Section 11 JOINT ADVISORY COMMITTEE................. 11.1 Powers...... ....... 112 Refresentatkxi on JAC , 11.3 OlfKere ol JAC....... ............................. 11.4 M^tir^s of Itw JAC 115 Rutes 11.6 Payront fw Attendance 117 Assistance from the O[»rator/Admlrristrator. 7 7 7 7 8 8 8 8 8 9 14-5 Section 12 OPS?ATOWADMlNISTRATOR 0 12.1 Genaral Duties 9 12.2 Designation and Specffic Powers 9 Secllon 13 BUDGETING AND ACCOUNTING 9 13.1 Armual BiKJgats........... 9 Section 14 ASSISTiWCE TO OPERATOR/ADMINISTRATOR 11 Section 15 WGHTS OF WAY AND LAND ACQUISITIONS 12 Section 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES......... 12 16.1 Atocatton of Expenses................... 12 16.2 Pa^raitSctedUte 12 16.3 Revemje from By-Products,, 12 Section 17 PAYMENT OF CAPITAL EXPENSES 12 17.1 fiikxMkm of Exper*ses. 12 17.2 Payment Sdiecfute. 13 Secfion 18 SETTLEMENT OF DISPUTE OR CONTROVERSY 13 18.1 Right to AfbHr^bn ..; • 13 18.2 Rig^t of Observation 13 18.3 Right to E)q3ertArt)i!ratton.... 13 Section 19 /tf'PORTtONMENT OF LIABIUTY........ 14 Section 20 NOTICES ....„..,..,....,.....,..,...,..,.,......... 14 Section 21 SEVERABILITY - • 14 Section 22 MODIFICATION OF AGREEMENT 14 Section 23 SUCCESSION • • • W Siytature Page....... , • - 1S ExhiWt A - Servfce Area Map... .• .• 16 E^iblt S 17 Exhibit C • 18 14-6 Revised Basic Agreement - Encina Jpinl Powers Authorily Ref: Admin.14-10934 Amended: October 22,2014 REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM AS AMENDED EFFECTIVE OCTOBER 22, 2014 THIS AGREEMENT (hereinafter referred to as the Revised Basic Agreement), is made and entered Into as of the 27:^ day of October 2014, by and among the CITY OF ViSTA, a charter city (hereafter VISTA), the CITY OF CARLSBAD, a charter 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 WASTEWATER DISTRICT, a County Water District (hereafter LEUCADIA), and the CITY OF ENCINITAS, a generai 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 Juiy 13, 1961, VISTA and CARLSBAD entered into a Basic Agreement pursuant to Chapter 5 of Division 7 of Title 1 of the Califomia 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 IVIarch 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 parlies 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, Titie 1 of Caiifornia 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 ("EWA"). 1 14-7 »3 Revised Basic Agreement - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: Sectioni DEFINITIONS For the purposes of this agreement the following terms shaii have the meanings indicated: 1.1 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 Controi Facility (Unit i), and the Encina Ocean Outfall (Unit J) including all related land, rights of way, and appurtenances (collectively, "Encina"). 13 Member Agencies. The six members of the Endna Wastewater Authority: Vista, Carlsbad, Buena, Vallecitos, Leucadia, and Encinitas. 14 Ooerator/Admlnlstrator. The pubiic 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, which can be beneficially recycled. Historv: Adopted December 17,1990; Amended effective November 18, 1992; November 9,1994. 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 thereoO, and shall pay for such activities as hereinafter specified. Historv: Adopted December 17,1990. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existino Service Area. The area lo 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 fomn of a legally binding agreement that these discharges will meet all appiicabie rules and regulations. Any wastewater or biosolids received from outside a member agency's legal boundary pursuant to such agreemenl 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. 2 14-8 Revised Basic Agreement - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 l\/Iember 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 wiil 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. History: Adopted December 17, 1990; Amerided effective November 18,1992; November 9,1994. Section 4 ENLARGEMENT OF THE JOINT SYSTEM Any member agency having first obtained the consent of Carisbad and Vista, may at its sole cost and expense enlarge any portion of Unil 1 or J of the Joint System in which it is the owner of capacity rights and any increased capaciiy 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 specificalions approved by Garlsbad and Vista. Historv: Adopted December 17, 1990; Amended effective November 18,1992. Sections PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Proiection 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, mles and regulations shall reflect the applicable federal and state statutes and regulations and shall be consistent with the Operator/Administrator's industrial pretreatment regulalions. 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 indirectiy into the Joint Sysiem 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. Historv: Adopted December 17,1990; Amended effective November 18,1992. Section 6 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGEMENT) Each member agency shall own and enjoy a perpetual right to use its Joint Sysiem 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 puipose 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 \6 14-9 Revised Basic Agreemenl - Encina Joint Powers Aulhority Ref: Admin.14.10934 Amended: October 22,2014 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. Historv: Adopted December 17.1990; Amended effective November 18, 1992. 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. History: Adopted December 17,1990. 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 avaiiabie from another member agency, the capacity may be licensed, leased or purchased as necessary. Such iease or purchase sfiall 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 Seciion 9 herein. f-listorv: Adopted December 17,1990; Amended effective November 18, 1992. Section 9 CAPACITY RIGHTS IN UNITS 9.1 Unit I and Unit J Capacitv, Capacity rights shall be as follows; Member Unit 1 Liquid Unit 1 Solids Unit J Disposal Agency MGD Percentage MGD Percentage MGD Percentage Vista 10,67 26.34% 10.67 24.63% 10.67 24.63% Carlsbad 10.26 25,33% 10.26 23.69% 10.26 23.69% Buena 3.00 7.41% 3.00 6.93% 3.00 6.93% Vallecitos 7.67 18.93% 10.47 24.17% 10.47 24.17% Leucadia 7,11 17.55% 7.11 16.42% 7.11 16.42% Encinitas 1,80 4.44% 1.80 4.16% 1.80 4.16% Total 40.51 100.00% 43.31 100.00% 43.31 100.00% The total disposal capacity of Unit J shall be 43.31 MGD average daily flow. This capacity rating assumes that the wet weather peaking faclor on the flows lo Unit J shall continue to be less than 2.76, and ail the parties hereto agree lo make good faith efforts to ensure that the wel weather peaking factor on the fiows to Unit J remains below 2.76. History: Adopted December 17, 1990; Amended effective October 22, 2014. 9.2 Unit I Capacitv 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: 4 14-10 Revised Basic Agreement - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 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, lo 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. 9.2.2. Monitoring of Caoacitv 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 pemiits, letters of availability, ceriificates 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 Section 9.1), the EWA shall initiate a program to ensure adequate capacity to meet projected needs. 9.2.3. Excess Use a Trespass. Any use of capacity in excess of 95% of their respective share of Encina's total capaciiy (per Section 9.1) plus 50% of the Total Reserve Capacity, or othenArise 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 9.2) againsi 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 nol 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 entitied lo attorney's fees and costs. 9.2.4. 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. 9.2.5. License Payments. When any member agency's flows exceed 100% of its capacity allocation for the treatment of solids, and/or trealment 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 2013) by updating the facility spreadsheet to include any additional and changed capital project costs, and lo reflect the current Engineering News Record - Los Angeles ("ENRU\") construction cost index, as follows (see Exhibit C): (a) Any portion of reserve up to 50% of Total Reserve Capacity: 1^ 14-11 Revised Basic Agreemenl - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 $203,824 per MGD of Unit I liquid capacity per year $400,986 per MGD of Unit I solids capacity per year $73,753 per MGD of Unit J capacity per year (b) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation of this seciion. In addition to any other remedy provided herein, or available to EWA or the member agencies, an agency shall pay for such use: $339,706 per MGD of Unit 1 liquid capacity per year $668,311 per MGD of Unit I solids capacity per year $122,922 per MGD of Unil J capacity per year (c) Payments to member agencies with unused resen/e shall be made annually. Payments from member agencies shall be made quarteriy to the EWA and held in a special account, Historv: Adopted December 17.1990; Amended effective October 22, 2014. 9.2.6. Restrictions on Use Over 40% of Reserve, If at any time any agency shall have enforceable or practically committed lo 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 capaciiy is the agency lo provide future sewer service, (b) immediately inform EWA, In writing, that it has reached this threshold, of the actions it has taken to implement 9,2.6(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% ofthe Total Reserve Capacity. 9.2.7. Reserve Capacity. Resen/e capacity shall be as foliows: Member Unit 1 Liquid Unltl 1 Solids Unit J Disposal Agency MGD Percentage MGD Percentage MGD Percentage Vista 0.54 26.34% 0.54 24.63% 0.54 24.63% Carisbad 0.51 25.33% 0.51 23.69% 0.51 23.69% Buena 0.15 7.41% 0.15 6.93% 0.15 6.93% Vallecitos 0.38 18.93% 0.52 24.17% 0.52 24.17% Leucadia 0,36 17.55% 0.36 16.42% 0.36 16.42% Encinitas 0.09 4.44% 0.09 4.16% 0.09 4.16% Total 2.03 100.00% 2.17 100.00% 2.17 100.00% Historv: Adopted December 17, 1990; Amended effective October 22, 2014. 9.2.8. Sole Method of Allocation. No agency shall provide capacity to any other member agency except pursuant lo this section vwthout the unanimous consent of the member agencies; provided that an agency may agree to provide additional capacity on a temporary basis lo an agency which has used the maximum reserve capaciiy authorized by this section if: (1) 14-12 Revised Basic Agreement - Encina Joint Powers Authorify Ref: Admin.14-10934 Amended: October 22,2014 such arrangement provides for payments at rates not less than the maximum reserve capacity rate per paragraph 9.2,5(b), above; and (2) the capacity so provided does not reduce the Total Resen/e Capacity available. Histon: Adopted December 17, 1990; Amended effective November 18, 1992; January 14,1997. 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 faciiity 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 (il) 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 reclaiming member cannot reasonably mitigate the adverse impact Nothing in this section shall be constmed 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 Exisling Reclamation. Section 10.1 above pertains to all future reclamation facilities. Currentiy constmcted facilities may be operated lo their capacity without further action by owners. The current reclamation facilities and capacities are as follows: MEMBER AGENCY RECLAMATION FACILITY CAPACITY IN MGD Carlsbad Carisbad Water Recycling 4.00 MGD Facility Leucadia Gafner 1.00 MGD Vallecitos Meadowlark 5.00 MGD tjistory: Adopted December 17, 1990; /tended effective November 18,1992; October 22, 2014. 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 oniy. 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 modificalions of the Joint Sysiem lo the governing bodies of the member agencies; and, 11.1.3 To review and make recommendations regarding contracts, budget matters, regulations, policies, pennits and olher documents and issues as appropriate to the 7 I 14-13 Revised Basic Agreement - Encina Joint Powers Aulhority Ref; Admin.14-10934 Amended: October 22,2014 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 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 goveming bodies of the member agencies. 11.3 Officers of JAC. JAC shall elect its own officers, which shall inciude a Chairman, Vice-Chairman, and Secretary. The Chainnan 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 year. 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, wiihout limitations, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance wilh 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 Ocean Outfall (Unit J) each JAC representative's percentage vote shall equal one-haif 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 mles 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 Us 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) for each JAC meeting, provided that such payment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. [This fee waived per legal counsel opinion.] 8 14-14 Revised Basic Agreemenl - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 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, Historv: Adopted December 17, 1990; Amended effective November 18, 1992; November 9, 1994; Febmary 8, 2000. 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, 12.1 General Duties. 12.1.1 Joint Svstem. The Operator/ Administrator shall mainiain 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 Carisbad, the Agua Hedionda and Buena Vista Pump Stations (formerly Units G and C of the Joint System) within an annual budget prepared by the Operator/Administrator and approved by Vista and Carisbad. 12.1.3 Other Facililies. 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 (EWA) to sen/e as the Operator/Administrator of the Encina Joint System. The EWA shall continue to sen/e as the Operator/Administrator untii 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, mles, 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. History: Adopted December 17, 1990; Amended effective November 18, 1992. Section 13 BUDGETING AND ACCOUNTING 13.1 Annual Budgets. Annuaiiy, the Operator/ Administrator shall prepare an operation, maintenance, and administration budget (hereafter referred to as the O & 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. 9 -^J- 14-15 Revised Basic Agreement - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 13.1.1 Preparation of Estimated O&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 O&M Budget. Each estimated O&M budget adopted by the Operator/Administrator shall be fonwarded to the JAC for consideration and for submission to the member agencies for approval. The Operator/Administrator's estimated O&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 goveming bodies of each of the member agencies. Until such time as formal approval has been received from each member agency, the estimated O&M budget shall constitute merely a proposed budget, subject to consideration or revisions. The O&M budget shall be considered separately from the capital budget and may be approved independentiy. In the event a proposed budget is not approved, the Operator/Administrator shall continue to operate using the O & M budget figures from the previous fiscal year. 13.1.3 O&M Contributions. 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. Quarteriy on October 15, January 15, April 15 and July 15, tiie 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. 13.1.4 Actual O&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 16 of this Revised Basic Agreement. Such costs shall include the actual cosls 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 O&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 pay the Operator/Administrator shall not relieve the other member agencies of Uieir obligation to pay their proportionate shares of operation, maintenance, and administration of Uie Joint System. IX. 10 14-16 Revised Basic Agreement - Encina Joint Powers Authorily Ref: Admin.14-10934 Amended: October 22,2014 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 lo consideration or revisions. The capital budget shall be considered separately from the O & 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 Sectton 17 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 tiie actual estimated capital costs incun-ed in the preceding quarter, except as othenwise 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 quarteriy 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 17 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. Historv: Adopted December 17, 1990; Amended effective November 18, 1992; November 9, 1994; August 12,1998. Section 14 ASSISTANCE TO OPEFiATOR/ADMINISTRATOR When requested by the Operator/Administrator, the EWA shall provide assistance, and make recommendations to said Operator/Administrator relative to all sen/ices and duties it is to perform under the terms of this Revised Basic Agreement. history: Adopted December 17. 1990; Amended effective November 18,1992; November 9,1994. 23 11 14-17 Revised Basic Agreement - Encina Joint Powers Authority Ref; Admin.14-10934 Amended; October 22,2014 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. History: Adopted December 17.1990; Amended effective November 18,1992. Section 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 16.1 Allocation of Expenses. All operation, maintenance and administi-ation expenses for Units I and J of the Joint Sysiem, hereafter refen'ed lo 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; "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 1 or UnitJ. 16.2 Pavment Schedule. Each member agency shall pay its proportionate share of the operation, maintenance and administration expenses in accordance with Seciion 13.1 of Uiis Revised Basic Agreement 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 lo each member agency in the same proportion as their share of the O & M expenses for the Joint System in the year in which the revenue is received. Historv: Adopted December 17.1990; Amended effective November 18,1992; November 9,1994. Section 17 PAYMENT OF CAPITAL EXPENSES 17.1 Allocation of Expenses. Unless othenwise specified herein, capital expenses shall be allocated based on exisling or projected Unit I or Unit J ownership as appropriate. Exceptions are as follows: 17.1.1 Phase IV Expansion. Phase IV capaciiy 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 Phase V Expansion. Phase V capacity and cosls are allocated according to the methodology shown in Exhibit D, attached hereto and made part of this Revised Basic Agreement by reference. 17.1.3 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. 1^ 12 14-18 Revised Basic Agreement - Encina Joint Powers Authority Ref: Admin.14-10934 Amended: October 22,2014 17.1.4 Additional Land/Right 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 othenwise specified herein, capital expenses shall be paid on a quarteriy basis. Exceptions are as follows: 17.2.1 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. 17.2.2 Other Capital Expenses. On occasion, capital expenses may occur eariier 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. Historv: Adopted December 17, 1990; Amended effective November 18, 1992; August 12, 1998; October 22, 2014. Section IB 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, constmction, 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 goveming bodies of member agencies that are affected by such dispute may elect lo arbifi-ate the dispute or controversy In accordance with this section. In the event of such election, the goveming 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 lo 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 Riqht of Observation. The parties to any arbitration proceedings held under Uie 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 obsen/er. 18.3 Right to Expert Arbitration. Any controversy which can be determined by an engineer's or otiier expert's findings and which under this section could be submitted to arblti-ation 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. History: Adopted December 17,1990; Amended effective November 18,1992. 13 ^ 14-19 Revised Basic Agreement - Encina Joint Powers Authority Ref: Admln.14-10934 Amended: October 22,2014 Section 19 APPORTIONMENT OF LIABILITY Any liabiiity 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. Historv: Adopted December 17,1990; Amended effective November 18, 1992. 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. Historv: Adopted December 17. 1990; Amended effective November 18, 1992. Section 21 SEVERABILITY If any one or more of the terms, provisions, promises, covenants or condilions of this agreement shall by any exlent 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 condilions of this agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Historv: Adopted December 17. 1990; Amended effective November 18,1992. 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. Mistory: Adopted December 17. 1990; Amended effective November 18.1992. Section 23 SUCCESSION The provisions of this agreement shall be binding upon and shall inure lo the benefit of the successors of the parties hereto. History: Adopted December 17, 1990; Amended effective November 18,1992. 14 14-20 Revised Basic Agreement - Encina Joint Powers Authorily Ref: Admin.14-10934 Amended: October 22.2014 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 approved, has authorized its execution by the officeholder set forth below, to become effective as of the day and year first above written. This Revised Basic Agreement may be executed in counterparts, each of which may be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. CITV OF VISTA By Mayor Attest: City Clerk CITY OF CARLSBAD By. Y OF CARLSBAD Mayor CityClerk ' Y^ LEUCADIA \ /mSTEWATER DISTRICT Bv President VALLECITOS WATER DISTRICT Bv President BUENA SANITATION DISTRICT Bv Chairperson CITY OF ENCINITAS By Mayor Attest: City Cieri< Approved as to fomi: By JAC Counsel ia ^1 14-21 1 Df Vista ; ce Area 1 i Df Vista ; ce Area \^ " City 1 .. Servi City 1 .. Servi \, ••Ti: .y^ • •6 t ^ LC o > ? o « g 1 o m o o .3 5 o 2J Revised Basic Agreement - Endna Joint Powers Aultiorily Ref: Admin.14-10934 Amended: October 22,2014 EXHIBIT B I 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 buy-Ins 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: Existing Projected Ownership Estimated Effective Ownership Following Phase IV Phase IV Cost Credit/Buyin Agency Vista 22,739,000 28,938,000 6,199,000 11.44 (5,455,000) Carlsbad 20,585,000 33,216,000 12,631,000 23.31 (745,000) Leucadia 13,314,000 27,297,000 13,983,000 25.81 2,916,000 San Marcos 14,099,000 27,105.000 13,006,000 24.01 2,091,000 Buena 4.436,000 11,020,500 6,584,500 12.15 2,023,000 Encinitas 4.694.000 6,470.500 1,776.500 3.28 (830.0001 Total 79,867,000 134,047,000 54,180,000 100.00 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. 17 ^ 14-23 ^/ Revised Basic Agreement - Encina Joint Powers Authorily Ref: Admin.14-10934 Amended: October 22,2014 EXHIBIT C LICENSE PAYMENTS & SCHEDULE OF VALUES (1) Any portion of reserve up to 507o 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 2013) 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 43.31 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 ofthe sum of Uie BOD and SS replacement values, as compared to the totai replacement value. (1) 2013 - Example calculations: Unit I - Total replacement value of Unit I (treatment facilities) without grant deducted. July 2013 at ENRLA of 10306.93 = $327,429,000, Flow value = $110,345,000, BOD value = $122,548,000, 88 value = $94,536,000. Utilizing an interest rate of 8% yields a license payment of $604,810 per MGD ($327,429,000 times .08 divided by 43.31 MGD). Split between liquid and solids payments: Liquid portion = $604,810 times 110,345,000 / 327,429,000 = $203,824 Solid portion = $604,810 times (122,548,000 + 94,536,000) / 327,429,000 = $400,986 Unit J total replacement value = $39,928,000. $39,928,000 times .08 divided by 43.31 MGD = $73,753 July 1,2013 license payments $203,824 per MGD of Unit I liquid capacity per year $400,986 per MGD of Unit I solids capacity per year $73,753 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) July 1,2013 license payments: $339,706 per MGD of Unit I liquid capacity per year $668,311 per MGD of Unit I solids capacity per year $122,922 per MGD of Unit J capacity per year 18 3 14-24 Revised Basic Agreement - Encina Joint Powers Authorily Ref:Admln.14-10934 Amended: October 22, 2014 Encina Wastewater Authority Revised Basic Agreement Exhibit D Allocation of Phase V Capital Improvements The cost of Phase V Capital Improvements shall be allocated by unit process and among flow, Bio- chemical Oxygen Demand (BOD) and Total Suspended Solids (TSS) in the manner recommended for revenue programs by the State Water Resources Control Board as amended by action of the Encina Wastewater Authority (EWA) member agencies. Joint Advisory Committee and Board of Directors and as follows: 1. The replacement value of the existing Unit I and Unit J facilities at the mId-poInt of construction shall be determined and, In additton, each member agency's share thereof shall be determined. a. Replacement value shall be calculated for all Unit I and Unit J facilities remaining in service at Phase V project acceptance including: Pre-Phase 111; Phase III; Phase IV including interim flow equalization facilities transitioning from Unit J to Unit 1; and, Post Phase IV including the Building Program and Joint Use Flow Equalizatton. b. The replacement value of each facility shall be calculated by multiplying the original cost of Uiat facility by the percentage change In the Engineering News Record Construction Cost Index for Los Angeles (ENRLA) from the year that facility was placed in service then adding the resulbng product to the original cost of the subject facility. c. Mid-Point of Construction shall be the date half-way between the date EWA Issues a Notice fo Proceed on the largest single Phase V Project construction contract and the date the EWA Board of Directors takes action to accept that contract as completed. d. Each member agency's current ownership percentage (COP) of the replacement values for existing facilities shall be calculated by multiplying total Unit I Flow, Unit I Solids and Unit J Disposal replacement values by each member agency's Unit I Liquid, Unit I Solids or Unit J Disposal percentage capacity rights as stated In Section 9.1 of the RBA. 2. Based upon wastewater flow projecttons developed and refined by the member agencies, required ownership percentages (ROP) shall be determined and, in addition, each member agency's share of existing facilities at replacement value determined in Step 1 shall be restated to conform to their respective ROP. a. Flow projections shall be provided by the member agencies and shall not be changed to alter the allocation of Phase V costs hereunder after the member agencies have unanimously approved this amendment to the Revised Basic Agreement (RBA). b. ROP shall be calculated by dividing a member agency's wastewater flow projection by the total of all member agencies wastewater flows. c. Each member agency's share of the replacement values for existing facilities shall be calculated by multiplying total Unit I Flow, Unit I Solids and Unit J Disposal replacement values by each member agency's ROP of Unit I Liquid, Unit I Solids or Unil J Disposal. 3. An estimated debit or credit shall be calculated for each member agency to pay for, or receive payment or credit for, investments In existing Unit I and Unit J facilities and thereby reallocate ownership of existing facilities at replacement value among the member agencies in conformance with their respective ROP as determined in Step 2. a. Where any member agency's ROP for Unit I Liquid, UnH 1 Solids or Unit J Disposal Is greater than its COP for Unit I Liquid, Unit I Solids or Unit J Disposal, an estimated debit shall be calculated and assessed to that member agency's account for that unit process. 31 14-25 4. Revised Basic Agreement - Encina Joint Powers Authority Ref; Admin.14-10934 Amended: October 22,2014 b. Where any member agency's ROP for Unit I Liquid, Unit I Solids or Unit J Disposal Is less than Its COP Unit I Liquid, Unit I Solids or Unit J Disposal, an estimated credit shall be calculated and credited to that member agency's account for that unit process. c. The debit or credit shall be calculated by subtracting each member agency's share of the replacement values for existing facilities (determined In Step 1d) by unit process from that member agency's share of the ROP (determined in Step 2c) by unit process. d. Upon conclusion of this step for each unit process, each member agency's estimated share of all Pre-Phase III, Phase III, Phase IV and Post-Phase IV Unit I and Unit J costs for facilities placed into, and remaining in. service as of the most recent fiscal year end prior to Phase V project acceptance shall be combined with the Phase V Project construction costs estimated in Step 4, to determine each member agency's estimated Phase V Project cash requirements. The total cost of the Phase V facilities at mid-point of construction shall be estimated by the design engineer, fi^ of July 1, 2004 Phase V facilities construction costs are estimated at $36.1 million. These costs shall be allocated to member agencies on the basis of each member agenc/s ROP. Each member agency's share of the total cost of the Phase V Project shall be calculated by adding the member agency's debit or credit as determined in Step 3 with the member agency's share of Phase V costs as determined In Step 4. These amounts as of July 1, 2004 are as follows (amounts in thousands of dollars): Estimated Replacement Value of Existing Ownership Estimated Existing Estimated Phase V Facilities Facilities Debit or (Credit) Total Estimated Phase V Cash Required by Costs Member Agency Vista $ 43,309 $ 7,270 $ 8,938 $ 16,209 Carlsbad $ 49,724 $ (1,088) $ 8,595 $ 7,507 Buena $ 16,742 $ (2,521) $ 2.513 $ (8) Vallecitos $ 40,565 $ 4,789 $ 8,590 $ 13,379 Leucadia $ 40,998 $ (7,294) $ 5,956 $ (1,338) Encinitas $ 9.689 $ (1.156) $ 1508 $ 352 Total $ 201,026 $ 0 $ 36,100 $ 36,100 Final Phase V cost allocations shall be determined, and member agency accounts shall be adjusted following completion of Phase V construction and shall use the method described hereinabove except that actual figures shall be used Including: existing facilities based on the most recently completed independent financial audit; project cosls based on actual amounts paid according to EWA's financial records; and, actual ENRLA at the defined mid-point of construction. 20 14-26 14-27 ATTACHMENT 2 REDLINE VERSION AlVIENDED REVISED BASIC AGREEIVIENT October 12,2014 3i 14-28 3^ 14-29 REVISED BASIC AGREEMENT FOR OWNERSHIP. OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM AS AMENDED 4wi»aaQCTOe€Rbi.20W _ ^ - fcomnicnted [MSl]: October 2014 Board \Ht!t!%la.q ^ ^ Ref; Admsi. W8«B?»10g34 3(f 14-30 REcrrAts. S#ct»<m 1 .1 L2 1.3 1.4 1,5 Sectfons Sftclfon 3 3,^ J.2 3.3 Secfion 4 Sdcttwi S 51 5 2 SectlmS Sectton 7 Soction 3 Sectlan 9 9.1 Sedton 10 10.1 10. Z SecthMi 11 11.1 11, ; 11 •• 11. ! I.- il / TABLE OF CONTENTS D^F»JITtONS Jo it fiishrvry lAXtnU-ni (JA{,) Jo itSytlen. . .... Ooca'or/AdmlfKl'tilw Oia^'wis . , .„. „ . , JOtNTPARTiaPATtON .... „ ARr A TO Bt S^RVr 0 BY THr JOINT fiYSTr M FXI .In-j Sp'Vri' Af » ... .... ., , .. Re,itiCM& fa A.Td„„, Pfofini'monOi-icncf jc-sfiomOu'*id i ;tofyhai'Ac- 'vcoAfcj ENLARGEMENT OF THE JOINT SYSTEM. PROTECTTOf OF WE JOIKT SYSTEMJSOWECB CONTROL. Pt&'ectOTof Itw Joint Sys.!em Pro'tihilioris „.,,.,.... CAPACfTY AND USE OF CAPMMY {CAFAOTY INFRINGEMENT) CAPAQTY MOMTOKING.. ACmBSmOMSALE OF EXCESS CAPAOTY „ „...,.,„., CAPACITY RIGHTS IN UNITS Unil I cflD Unil J Ctf sril/, ..„ „ Unit I Ctf iJij-Niir ^'jiiien;..,^ fti-<wCi\(.K'Tiiin... .... T :•:? h^cf'-.ri^ji'li i yDtn-.inu JExL-z^tsCcy a S t<,f.'di „ 3.2 5 Lic»--nie Pj>TrtL"ll2. ....... . . ... •i.^ 6 f?es(Pi:-ioris c.i U: 'j Ovt-r 40% tti Re. i.'(. ^ ? 7 Rosf •Vl'CcT-'i,„..,,.,., .. . .„ 9 2 B Me thoo utjn CAPACTTY RWHTS FOR RECLAMATION FUhjra R#£Jarea.liosi., , , ExistingReciafTiatson... JOINT ADVISORY COMlWnTEt . . Pc3ft. fs. Ci(...TiOt JAC... . M- "'.HV)'. u lit' JAC AsMs'dnri*ffotnit )Op<if jt.yjViniDi^l itn Paga - 1 . 2 . 7. ..... 2 2 2 . 2 4 4 <5 4'= 14-31 Section 12 12.1 12.2 SecUon 13 13.1 Secfion 14 Section 15 Section 18 16.1 16.2 16 3 Section 17 1?.1 17.2 Sectton 1 a 18.1 18,? 18 3 SeeSlon 19 Section 20 Sectton 21 Sectfon 22 Sections} OPERATOR/ADMINISTRATOR ., General Duties Designation and Specific Powers... BUDGETING AND ACCOUNTING... Annual Budgets ...... 3 9 ASSISTANCE TO OPERATOWADMINISTRATOR „ 11 RIGHTS OF WAY AND LAND ACQUISmONS. 13* PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 12 Allocation of Expenses — 12 Paymert Schedule . 12 Revenue from By-Producis 12 PAYMENT OF CAPnAL EXPENSES Allocation of Expenses .,„. Payment Sctiedule. .. 12 ., 1? SETTLEMENT OF DISPUTE OR CONTROVERSY 13 Right loAtsiiration. , .- 13 Rigfit of Observijiton , « 13 Right to Expert ArWifaiion...... • - 134 APPORTIONMENT OF LIABIUTY 14 ' ' 1 °'» Hanging: 1.5" NOTICES. .. SEVERABILITY MODIFICATION OF AGREEMENT... SUCCESSION Sfl«K<M»-34- APPHOVAtw S.-jTOturaPag* Fifiit-t A-Serv"CaAfe.:i Map F:*II • B „.,.. , Lthbi;C..„ rKi>i>itD.— 14 W 14 14 15 16 ir .. 18 1«> 14-32 3i Rtivtsad A^eemanl • Enema Joint Power* AuttiorN/ Ref: Admin.ll07-MiaP*M Amended; Qit2Cffl22. 20.14 REVISED BASIC AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF A JOINT SEWAGE SYSTEM AS AMENDED EFFECTIVE OCTOBER 22, 20104 THIS AGREEMENT (hereinafter referred to as the RevisecJ Basic Agreement), Is made and enlered Into tWs-as M <V ,4yMay of Octobef 20104^ by and among, the CJTY OF . VISTA, a qomtai • ^fi^^~d^lfiereaner VISJAJ, Jhe CITY OF^ CARLSBAD, a jeB»l'^C ^hartd city (hereafter CARLSBAD),-the BUENA SANITAtlON DISTRFCT, a Countj Sanitation'^ District (hereafter BUENA), the VALLECITbS WATER DISTRICT, a Counfy Water District \ (hereafter VALLECITOS), the LEUCADIA WASTEWATER DISTRICT, a County Water District (hereafter LEUCADIA), and the City-trf-SnawtasCiTY QE EMC.IMTA!^. a general law.city_ (hereafter ENCINITAS). RECITALS Commented [MS2]: city of ViaCa Edit I Formatted: Superecript I Fwmatted; Supemmi [Commented llXISi]: City of viata Edit I Commented tMS4l7city of Carlsbad Edit WHEREAS, the parties hereto are responsible for providing sewage collection, transmission, treatment and disposal services in their respective service arem and are authorized to coniraci with other parties for the provision of such sen/ices; and, WHEREAS, on July 13, 1961, VISTA and CARLSBAD enterad into a Basic Agreement pursuant to Chapter 5 of Division 7 of T*le 1 of the Caiiforn'a Government Code to acquire, construct and operate a Joint Sewer System; and, WHEREAS, the Basic Agreement provided that olher municipal corporations and public districts or agencies may become parties to the Basic Agreement, Ihereby becoming members of Ihe joint powers authority; and, WHEREAS, on January 6,1964, BUENA became a member of the ioint powers authonty 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 tfie 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 Disstrict) became members of the joint powers authority and acquired certain interests and capaci^ rigfits In the Joint System; and, WHEREAS, it is Ihe desire of the parties hereto fo (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, Chapier 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 AuthorityXHMl.. ZD 14-33 3^ Revised Baste .*greament - Encina Joint Powers Authorily Ref: Admin.14W-1QS34a»?a Amended: Si£ljjjjet22. 2014 0 14-34 Revised Basis Aflrsononl - Endna Joint Powers Authority Ref; Mm<n..lim-mM*ifi Amended: Sst^ 22. 2014 NOW THEREFORE, THE PARTIES HERETO COVENANT WITH EACH OTHER AS FOLLOWS: Section 1 DEFINITIONS For the purposes of this agreement the following terms shall hava the meanings Indicated: 1.1 Joint Advisory Committee (JAC). A committee composed of representatives of Ihe member agencies that advise* both the member agencies and the Operator/Administrator on Issues relating to the Joint System. 1.2 Joint Svstem. The Encina Water Pollution Conlrol FacWy (Unrt I), and the Enema Ocean Outfall (Unit J) including all related land, rights of way, and appurtsnancfcsJsiaSrte.jii^ "gofi.taa.ll. 1.3 Member Agencies. The six members of the Encina Wastewater Authority: Vista, Carisbad, Buena, Vallecitos, Leucadia, and Encinitas. 1.4 Operator/Administrator. The public agency designated by the member agencws as being responsible for operating, maintaining, and administering Ihe Encina Jo>nt System. S'nca August 1,1988, the Operator/Administrator has been the Encina Wastewater Authority. 1.5 Biosolids. Primarily organic soiid product, produced by Ihe wastewater treatment processes, which can be beneficially recycled. History: Adopted December 17,1990; Amended effective NavemtierIB, 1992; November 9,1994 Section 2 JOINT PARTICIPATION The member agencies shal! participate jointly in the planning, dea!.an. acquisition, construction, ownership, operation, maintenance and use of the Joint Sysiem (including any future expansions thereof), and shall pay for such activities as hereinafter specified. History: Adopted December 17.1990. Section 3 AREA TO BE SERVED BY THE JOINT SYSTEM 3.1 Existinq 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 Ihat 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 w 11 meet all appiicabie rules and regulations. Any wastewater or biosolids received from outside a member agency's legal boundary pursuant to such agreemenl 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 modtfied as appropriate. Member agencies can also request alteration of their FxhWt 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. Commented NS7]: City of Vista Sdit ZD ..I— Formatted: line spacing: Exactly 6 pt |Formatted: Line spacing: Exactly 6 pt 14-35 Revised Basic Agreemenl - E^ncma Join! Powers Aulhtyity R«f: «niin.ji87-12ll|«»* AmewJed: £sl«fefiC22. 2014 Member agencies whose Exhibit A service areas are enlarged shall be responsible for providing adequate capacity. 3.3 Prohibition on Discharges from Outside the Exhiljit A Sen/ice Area. Each member agency agrees that it will neither permil nor knowingly countenance the use of the Joint System, directly or Indirectly, for Ihe disposal of wastewater or biosolids originating outside of its legal boundary excepl in the above manner, extent and conditions. H;s;ory; Adopted December 17,1990; Amanded effective November 18, 1992; November 9,1994. Section 4 ENLARGEMENT OF THE JOINT SYSTEM Any member agency having first obtained the consent of Carlsbad and Vista, may at ils sole cost and expense enlarge any portion of Unit I or J of trie Joint System in which it Is Ihe 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 Visla. tUslsiy: Adopted December 17, 1990; Amended elfecliva November 18, 1992. Section 5 PROTECTION OF THE JOINT SYSTEM/SOURCE CONTROL 5.1 Protection of the Joint Svslsm. The Joint System shall not be used by any member agency for any purpose olher Ihan the conveyance, treatment, reuse, or disposal of wastewater and its by-products. Wastewater shall be constmsd to mean domestic sewage and trade wastewaters. Each member agency shall adopt 5*nd 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 fo the use of by-products generated by the Joint Systsm. 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 Infiitralion of any surface or slorm waters to be discharged direclly or Indirectly into Ihe Joint System. No member agency shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indifectly into the Joint System without the consent of all other member agencies. No member agency shall authorize a discharge from any groundwater cleanup sife unless the discharge is authorized in advance by the Operator/Administrator. History: Adopted December 17, 1990; Amended effective November 18,1992. Section 6 CAPACITY AND USE OF CAPACITY (CAPACITY INFRINGEMENT) Each member agency shall own and enjoy a perpetual righl to use its Joint System capacity in the proportfens set forth Immediateiy betow herein. No member agency shall in any way grant, encumtwr, limit or restrict ils interest in any part of the Joint System for any purpose other than the treatment and disposal or reuse of wastewater and Ihe management of wastewater treatment byproducts, or usa the Joint Sysiem or any part thereof to a greater percentage than its capacity rights, excepl as set forth in Section 9 here n, without the prior written consent of Ihe ' "Ijormatted: Une spacing: Exactly 6 pt ' "fFormatted: line spacing: Exactly 6 pt f Formatted: Line spadng: Exactly 6 pt 4^ 14-36 R*v sod Basic Agseemenl - Encina Joint Powers Auttiority Ref: Aclmin.l4e?-Ili2iJ*«f.'i Amended- 22, 2014 Other member agencies, provided that no such excessive use wilhoul written consent shall be construed as a waiver of capacity rights by any member agency. Historv: Adopted December 17.1990; Am&nded effective November 18. 1992. • .r. j^ormattedM.inejpadng^xacUy^ • Section 7 CAPACITY MONITORING Each member agency shall participate in a joint flow metering sysfem, operated and administered tty 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. History: Adopted December 17,1990. Section 8 ACQUISITION/SALE OF EXCESS CAPACITY In the event lhal any member agency hereafter requires additbnal 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 CommHiee shall be notified in writing. Licensing, lease or purchase shaif ba subjecl to Ihe terms and conditions established in Section 9 herein. History: Adopted December 17. 1990; Amended effective November 18, 1992. Section 9 CAPACITY RIGHTS IN UNITS 9.1 Unil I and Unit J Capacity. Capacity rights shall bm as follows; Jquld Unit I Solids Unit J Disposal Percentage fea87.41% Member UnK Agency MGD Vista Carlsbad Buena Vallecitos ?^7.67 Leucadia 7.11 Endnitas 1.80 Total afr3f.««§i MGD Percentage MGD Percentage 8^10.67 84^^4.63 % *e§10.67 84^^4.63 % ft2410.26 24^323.69 eT3410.26 343323.69% 3.S4fiO fta4&M% 7-.5410.47 48^24.17 % afl.=§8iM2 % 4T?44.16% «i410.47 49=8424.17% 7.8611 48^24.17 % afl.=§8iM2 % 4T?44.16% ^7.11 1.80 48^24.17 % afl.=§8iM2 % 4T?44.16% 1,80 4T?44-16% 100.00% 100.00% J 1 4fe?§17.SS% fe004.44% 100.00% The total disposal capacity of Unit J shall be 38r94J^MGDAveragB daily_flow._ Jhis^ 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. FoniHit1«J:Sp«e After 0 pt. line 5p*ciing: Exactly 6 "I^Formatted: Line spacing: Exactly 6 pt j Commented [MSS): EMA Edit - Phase V ! Allocation _ Commented ihlS9]: EWA Edit: • V Allocation I COI Formatted: line spacing: Exactly 6 pt Formatted: left 14-37 43 Revised Basic Agreement - Encina Joint Powers Aullior :y Ref: Admin. 14-10934 Amended: Qllatoll. 2014 Formatted 9.2 Unit I Capacitv 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 Ihe following terms and conditions: 9.2.1. Flow Calculation. For the purposes of calculating payments due for licensing under Ihis section, fiows 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 lemporary use of reserve capacity under this section. Total Reserve Capacity is Ihe total capacity shown in paragraph 9.2.7. below. 9.2.2. IVfonitorinq of Caoacitv Demand. Each agency shall provide monthly reports lo EWA regarding future capacity committed, based upon its acceptance of applications for or issuanca of any building permits, letters of availability, certificates or other entitlements for use . which represent that sewer capacity is available lo the applicant or project, or which enforceable or practically commit the agency to provide future sewer service. Reports shall ba 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 Section 9.1), the EWA shall initiate a program to ensure adequate capacity lo meet projected needs. 9.2.3. Excess Use a Trespass. Any use of capacity in excess of 95% of their respective share of Encina's totai capacity (per Section 9.1) plus 50% of the Total Reserve Capacity, or othetwise 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 9.2) 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 fhe loss of capacity. For example, replacement of capacity may be impractical and tha consequences for Ihe economic development of the members are not readily subject to quantification. Each member agency hereby consents to the commencement of such actfon 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 behaif of Ihe remaining member agencies. In any such action, Ihe prevailing party shall be entitled to attorney's fees and costs. 9.2.4. Indemnitv and Hold Harmless. In addition lo 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 attorne/s fses and cosls of investigation), arising out of its violation of this seciion, whether resulting from the agency's active or passive, negligent or intentional act or failure lo 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 ils capacity allocatton 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 Ihe use of such capacity from the reserve capacity pool in accord with the schedule of values, as adjusted eac.'i July 1 (commencing in July 'j»»2Q13^ by updating the.facilily.sjjreadsheetjq lnc[ude_ 3tiy_additiqnal.and_. - - -; commented [MSIO]: sm sait ID 14-38 Remsed Bas c Agreenient - Erwina Join! Powars Authonty Ref Adi- n.J4.10934 Amended: pcioix?: 2Z. 2014 chaisged capM project costs, and to reflect the currenl Enaj.neef>n.g...Meia Beeord. •- los Amo'c-j £ENRLA^construction cost index, asfoltows (see Exhibit C): (a) Any portion of reserve up lo 50% of Total Reserve Capacity; -S0SlWg)A824 j>er MGD.pf Unit I liquid capacityjjer year PSS,W4Q0J» pWMGo'of Unif TsolldVcapacity per year ' 544:00073.753 per MGD of Unit J capacity per year I Commented [MSlll: City of Viata Edi_t_ Commented (11^12]: EHA Edit - Phase V I Allocation — (b) The use of reserve amounts over 50% of Total Reserve Capacity shall be a violation cf this section. In addition to any other remedy provded herein, or avaitabie io EWA or the member agencies, an agency shall pay for such use: |3W7B6. P?l MGD.of Unt IJiquid capacityjjer i'ear ^W6iS.7W311 per MGD of Unit I solids capacity per year -$12273.300922 per M GD of Unit J capacity per year (c) Payments to member agencies with unused resen/e shall be made annually. Payments from member agencies shall be made quarterly to the EWA and held in a special account miifyAac)ge<;igm:iytrfv^r17, mfl Ar"n,'id'.)doff-»moSBaimm(^m<:J:Otmr 22. 2014.. 9.2.6. Restrictions on Use Over 40% of Reserve. If at any time any agency shell 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 Ihe acceptance or issuance of any building permits, letters of availability, certiicales or other entitlements for use which represent that sewer capaciiy is the agency to provide future sewer service. (b) Immedialely Inform EWA, in writing, that it has reached this threshold, of the actions i has titen lo implement 9.2.6(a) above, and of iis intention to present a plan to EWA, wiihin 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: Member |Unl(UIquJd . MnttJ splits,. ^ y nit J Disposal _ _ Agency MGD Percentage MGD Percentage MGD Percentage Visla 226.316% 0.4O54 244.»48% 0.4054 244.fi3+8% Carlsbad 0.4651 25.3367% 0.4€51 234.6933% 0.51.46 234,gg33% Bitena 0.4*15 «Z.iia8% 0.4815 §e-lP*% 0.185 69.9324% Vallecitos 0.38 3t§e,934% 0.38S 244«.iZ«4% 0.3852 2440.1284% Leucadia 0.36 179.5?S% 0.3936 liKS.4268% 0.3M JK0.42W% Encinitas 0.09 4§.Mee% 0.09 4.?41§% 0.09 4.1§74% Total 24.0380 100.00% 42.12W 100.00% 24,1780 100.00% tCommented PS13]: EHA Edit - Phase V Allocat ion [ Formatted; Line spacing: Exactly 6 pt Commented tMS141.-ENA Edit - Piiase V Allocation 14-39 Rev*eelB»»icAflt*HmBnt • Encina Joint Pnwers Authraity Rsf Admin.14-10934 Ameftded flcafisLZZ. 201* History: Adopted December 17.1990; Amended effective November 18, 1992; January 14, 1997. 9.2.8, Sole Method of Allocation. No agency shall provide capacity to any olher member agency except pursuant to this section without the unanimous consent of Ihe 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 capaciiy authorized by this section if; (1) such arrangement provides for payments at rates not tes3 ^haa^ lhejiiaximum.i[Bserye capacity,^ . - fi rate per paragraph 9.2.5(b), above; and (2) Ihe capacity so provided does not reduce ttie total Reserve Capacity available. 'jperniatted: Line spacing: Exactly 6 pT iFormafted Commented (MS15]: city of Vista Edit Formatted: Une spacing: Exactly € f, 14-40 Ravtsed Basic Agreement - Encina Joint Powers Auttiority Rer Admin. 14 10934 Amended: CljD.fi£rJ2. 2014 Section 10 CAPACITY RIGHTS FOR RECLAMATION 10.1 Future Reclamation. Any member agency, at its own expense, may, and shall have the right lo. reclaim water from any wastewater In ttw Joint System which emanates within the jurisdiction of tha respective member agency. And, subject lo the following limitations, each member agency shall have the righl to 'nstall facilities for Ihe reclamatton 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 constmcted such that (i) any solids or non-treated effluent from any such facility may be discharged into Unit 1 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 reciamalton faciiy would adversely affect one or more of the member agencies and the «e^atgw4isMmiMf. ..nmitef. .cannot _ reasonably mitigate the adverse impact. Nothing in this section shall be construed so as to require approval by the member agencies as lo the geographic locaiion of a reclamation facility constructed solely within the boundaries of any member agency. 10.2 Existing Reclamatton. Section 10.1 abova pertains lo all fulure reclamation facilities. Currently constructed facilities may be operated to ther capacity without further actton by owners. -The current reclamation facilities and capacities are as follows: f Commented IMSlSlt Cit y ot vi sta Edi t ~] MEMBER AGENCY Gaftstod Caflsbad Le«ad!a Vallecitos Bymm RECLAMATION FACILITY Carlsbad Water Rocycl'pq Galne' Meadowlark CAPACITY IN MGD 0J51 .'ooi MGD PiOO MGD CommentedtlVISl?]:City ot Carlsbsd edit Formatied T*lalc f Commented [MSia]: City of Carlsbad Ed'' • icomnMnted^ "f^Commented jMS20ir\to Edit f^isforv Adoptffd December 17, 1990; Amended effeclive November 16, 199LP'..-%' CommentedIiaS211: City ot vista Edit Section 11 JOINT ADVISORY COMMITTEE The member agencies have created a Joint Advisory Committee (JAC) to advise Ihe member agencies and the OperatorZ-Adminislrator. JAC shall continue in this advisory role. 11.1 Powers. Recommendations of JAC shall be advisoiy only. Tlie JAC shall have the following responsibilities: 11.1.1 To review the operation and matntenance of the Joint System, Including the cost thereof, and make reports and recommendations to the governing bodtes of the member agencies; 11.1 2 To review and make recommendations regarding proposed expansion, enlargements or modifications of lhe Joint System lo 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 lo the Operator/Administrator. Each report and recommendation of the JAC permitted by this Section shall be considered as having been made by all Ihe member agencies when made to the 14-41 HO Ravised BafHC Agreement - Endna Joint Powers AiMtiority Ref: Admin.14-10934 Amended: attSim 201« OperalorZ-Adminlslrator and mada in accordance wilh the voting rights and percentages set forth below in Section 11.4.4. 11.2 Reoresenlalion on JAC. JAC shall be constituted by two appointed representafives from each member agency, with one alternate fw each appointed representative."_JAC representatives may, bul need not, be members of the goveming bodies of Ihe member agencies. 11.3 Officers of JAG. JAC shall elect its own officers, which shall include a Chairman, Vic8-Chaimian, and Seaetary. The Chairman and Vice-Chairman shall be JAC representatives and tfie Secretary may, but need not, be a JAC represen'at've. 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 year. The dates, hour, and place of the regular meetings shall be established by JAC. 11.4.2 Ralph M. Brovyri Act. All meetings ofthe 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 Secrelary shall cause to be kept minutes of all meetings of the JAC, and shall cause a copy of the minutes to be fonwarded to each JAC representative. 11.4.4 Vote. The totai vote of all members of the JAC shall equal 100%. When voting on a malter involving the Treatment Plant (Un t I) or Ocean Outfall (Unit J) each JAG 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 vole shall equai Ihe 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 equai lo one-half of the percentage capacity of Ihe alternate's member agency; provkied, 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 appoint ng 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 represenlative) an atlend.ance fee of hventy-five ($25) for each JAC meeting, provided that such payment does not exceed fifty dollars ($50) per calendar month. Attendance fees shall be paid monthly. jThis fee waived per legal counsel opinion.] 11.7 Assistance from the Qperator/Adminislrator. The OperatorZ-Adminlstrator 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. Formatted: Lina spadng; Exactly $ pt 14-42 Revised Basic Agrsemanl - Encina Joint Powers Authority Refl Admin.14-10934 Amended: Oclol»r 22.2014 History: Adopted December 17, 1990; Amended effective November 18, 1992: November 9, 1994; February 8, 2000. 14-43 Revised Basic Agreement - Encina Joint Powers Authority Rot: Admin.14-10934 Amended: Ocioixy 2;. 2014 Section 12 OPERATOR/ADMINISTRATOR The Joint System shall be maintained and operated by any one of the parties herslo, or by another Public Agency, which party or olher public agency shall be known m the Operator/ Administrator. 12.1 General Duties. 12.1.1 Joint System. The Operator/ Administrator shall maintain and operate the Joint System, and shall f)reserve 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 aiso shall operaie and maintain, at the expense of the Cities of Vista and Carlsbad, the Agua Hedionda and Buena Vista Pump Stations (formeriy Units G 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 lo operate and mainiain 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 (EWA) to serve as the Operator/Administrator of the Encina Joint System. The EWA shall continue to sen/e as the Operator/Administrator unit such time as EWA is tenninated by written consent of a majority of tha member agencies, evidenced by certified copies of resoluttons by Ihtir governing bodies. The organizatton, 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 coniracts, seniority, retirement rights and any other employee benefits or rights now enjoyed by those employees. Historv: Adopted December 17, 1990; Amended effective November IS 1992. 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 tht O&M budget) and a capital Improvement program budget (hereafter referred to as Ihe capita! budgeL) The budgets shall be prepared in accordance with generally accepted accounting principles. 13.1.1 Preparation of Estimated O&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 Systam 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 adminislration costs during the currenl fiscal year as such costs are set forth in the cunent approved budget for the Joint System. So 14-44 Revised Basic Agreemenl - Encina Joint Powers Autiiority Ref:Admln.14-10934 Amendesi: Optptier Z?. 2014 13.1.2 Approval of Estimated O&M Budget. Each eslimatid O&M budget adopted by the Operator/Administrator shall be forwarded to lhe JAC for consideration and for submission to the member agencies for approval. The OperalorZ-Administrator's estimated O&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 O&M budget shall constitute merely a proposed budget, subject to txinsideration or revisions. The O&M budget shall be considered separately from the capital budget and may be approved independently. In the event a proposed budget is nol approved, the Operator/Administrator shall continue to operate using the O & M budget figures from Ihe previous fiscal year. 13.1.3 O&M Contributions. 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 lo adjust the estimated amount payable based upon the estimated tolal expenses incurred in fhe 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 Ihe 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 uncferpaymenl, 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 al the time they become due. 13.1.4 Actual O&M Contributions. The member agencies agree to contribute from their treasuries the actual annual cosls of the Joint System as divided among the member agencies pursuant to Section 16 of this Revised Basic Agreemenl. Such costs shall include the actual costs of (1) all malerials and supplies used or purchased for the operation, maintenance, or administration of the Joint System, (2) all contracts let by the Operator/Administrator for Ihe performance of budgeted O&M work, and (3) the salaries and wages of all Operator/ Administrator employees providing such services, including vacations and sick leave benefits, v/orkers' compensation, social security and retirement payments, and health insurance. Such cosls shall be paid oul of the funds deposited with the Operator/Administrator by the member agencies; provided however, the faiiure of any member agency to pay the OperatorZ-Administrator shall not relieve Ihe other member agencies of Iheir obligation to pay their proportionate shares of operation, maintenance, and administration of the Joint System. 13.1.5 Preoaration of Estimated Capital Budget. No later than May 1 of each year, the Operator/Administrator shalt 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 amouni 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 budge! «lopted by the OperatorZ-Administrator shall be fonwarded to the JAC for consideratton and for 14-45 Revised Basic Agreement -Encina Joint Powers Auttvorify ' Ref: Admin.14-10934 Amended: Cfi»e.2i 2014 ection 16 PAYMENT OF OPERATION AND MAINTENANCE EXPENSES 16.1 Allocatton of Expenses. All operation, maintenance and administration expenses for Units I and J of the Joint Sysiem, 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 coats for power, chemicals, maintenance, and olher 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 operalions, servfces and maintenanci, and other wastewater collection and treatment, solids handling and effluent disposal costs which are Incurred irrespective of the amount of wastewater which enters Unil 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 ttfc Revised Basic Agreement. 16.3 Revenue from Bv-Products. Any revenue received from the sate of by-products arising out of the operation of tfie Joint System shall bt apportioned to each member agency in tha same proportion as their share of the O & M expenses for lh# Joint System in the year in which the revenue is received. ijiSSsa: Adopted December 17, 1990; Amended effective Novembi)r 18,1992; November 9, 1994. Section 17 PAYMENT OF CAPITAL EXPENSES 17.1 Allocation of Expenses. Unless olherwise specified herein, capital expenses shall be allocafed based on exisling or projected Unit I or Unit J ownership as appropriate. Exceptions are as foliows: 17.1.1 Phase IV Expansion. Phase IV capac ty and costa are allocated according to the methodology shown in Exhtoit B, attached hereto and made part of this Revised Basic Agreement by reference. !l7il.2f't'Ose.y £xpansiQn.^ Phase Vcapaciiy aiyj^«sts are ajto Itiif methodology shown n Exhibit ..D, attached hacato and made part of tiiis Revlsad Basic " A^:rf emert by reff rercg. 17.1.33 Joint Flow Metering Svstem. Each member agency ts responsible for the camtal 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. 17.1.43 Additional Land/Right of Wav Acquiaftton. All expenses shall be allocated in accordanca with the terms of a separate agreement to be adopted unanimously by the member agencies. 17.2 Payment Schedule. Unless otherwise specified herein, capital expenses shal! be paid 0(1 a quarterly basis. Exceptions are as follows: • ICammented [MS22]: BHA Edit t Allocation Phase V Formatted: U'derlra 14-46 t^«ivi*«J Bw* Ayreeiwnl - l&itSsia Joint Powers Atftiofity Ref: Admin.14-10934 Amended:fi^teS, 2014 4tt#-We$l« it#d-faGili«!-and-|fi|-ai*iT4ipe« Ss4ii'bit--Ar««*d»iiB§-att43te»4V-6»p»ii«i^^ WHlfl-fiKtlitjil'S, [Commented {MS23]: city of vista Edit 17 2.13 Additional Land/Right of Wav Acquisition. All expenses shall be paid in accordances with the terms of a separate agreement lo be adopted unanimously by the member agencies. 17.2.23 Other Capital Expenses. On occasion, capital expenses may occur earlier in the fiscal year than would altow for regular quarterly billing. If regular quarterly billings do not provide needed capital early enough during the fiscal year, supplemental capital billings shall tm sent to the member agencies. In such cases, the Operator/Administrator will notify fhe member agency financiai representatives as far in advance as possible. History: Adopted December 17, 1990; Amended eff&ctive November 18, 1992; August 12, 1999; -17-^ _ PtW>—¥—E>>flaf^^.— PtWSa-• -V - :<»rtj05*-__-«iW '{commented IMS241: city ot vista Edit Of>eraSc>F.^AdT-in*tf*t€w -&t>^ be f:»ai«t-of«» a-wwtti b>>i0d w-iwoicee-ffwri- tte «H?tr*Gl€K €f «r4f«;t<>r,»,--«JV3ineef6,---OTns*y<!li<im--ffi»^ Op*4r*»t«>f<'Adrrwiit4f-ator-6t»»M iw<4y^t-tte-w"r&f5ii»*^J#ti<-H^^«**''5**'^*i*F*8^ fte«i«d,—^iHt-wfJ^tJier mpfjkm^at-i^^^^^mjs-Vnti - f©quKed.---UfXj*i--c<)*r'pJetK>n-otf!iiJ acict»p4twt<.>j--cJ--»t--w^*<-<Hrtl'^ OpyrottjfJArfaMfii^frate oo--'po<t -of' '-lo -I'li^e—V iff T(tha?ii;Fy 9Ci4, Section IB SETTLEMENT OF DISPUTE OR CONTROVERSY 18.1 Right to Arbitration. Should any d spute or controversy arise In connection with the books, records or accounts of any member agency or in connection with the acquisition, construction, maintenance, operafion 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 seciion. 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. Sato arbitrators so chosen shall act as a Board of Arbitrators in connectton with any such dispute or controversy. The findings 53 14-47 Revised Basic Agreement - Encina Joint Powers Auttiorit/ Ref: AtJmin. 14-10934 Amended: October 22.2014 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 Right 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 ttie right to be represented at such proceedings by a member agency designated observer. 18.3 Righl to Expert Arbitration. Any controversy which can be determined by an engineer's or olher expert's findings and which under this section could be submitted to arbitration may, if the parties thereto agree in writing lo 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. Histon/: Adopted December 17,1990; Amended effective November 18, 1992. Section 19 APPORTIONMENT OF LIABILITY Any liability Incurred by the member agencies, which liability arises oul of or In connection with the operation and/or maintenance of the Joint System, except for costs of improvements lo such facilities and operating and maintenance costs, shall be discharged by payment by each member hereof in proportion to their respective ownership in Ihe facilities al tho time of the Incident which results in the liabilily. j-listory: Adopted December 17,1990; Amended eftectim November IB, 1992. Secllon 20 NOTICES Notices required or permitted under this Revised Basic Agreement shall be sufflc«tnt!y given if in writing and if either served personaliy or mailed by certified mail to the memlsfi.' agencies. Historv: Adopted December 17, 1990, Amended effective November IB, 1992. Section 21 SEVERABILITY If any one or more of the terms, pravisions, 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. fjiflgrv: Adopted December 17,1990; Amended effective Noyember 18,1992. Section 22 MO Dl FICATION OF AGREEMENT This agreement shall conlain 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 mtmbir agencies. Histon/: Adopted December 17, 1990; Amended effective November 18, 1992, 14-48 Re'.'.sed B«ii: Agreameni - Encina Joint Powers Auttiority Ref: Admin.14-10934 M)««fJad: QsmmJZ 2014 Section 23--SUCCESSION The provisions of this agreement shall be binding upon and shall inure to Iho benefit of Itw successors of the parties hereto. History: Adopted December 17. 1990, Ammded effrnti'm Novmber 18, 199?. Commented |MS25!: EHA Edit - Uncouples Reviaed Basic Agreement from the Revised Establistiment I3ocument s5 14-49 Rewsod Base Asreemenl - Encina Joint PB**s AuSfiorrty Raf: Admin,14-10S34 Amended: fldaS{l22. 2014 IN WITNESS WHEREOF, each party hereto has pursuant to resolution duly passed and adopted bv their respeclve governing bodies caused this Revised Basic Agreement lo be SX£a2H2dJli4apIt£!iSi^exocutJon^^ ifed the day and year first above wrlten. Tti-s .Rov >c-d n^%k.A7^st:t£riMm.^. Sii'MY^JJl ii.'£0l2£JML!S.- .2 ? "h pt.wiitsh rra-.^ ba deenwd lo t'.i ^i of.jj£ial,"but,ail,,pf,,,wHch ^-ri ton eth 5jv»jlj^yi>tiju'q n't^ at}ft the sama .a.aree,ffient. CITY OF VISTA By Atlesl: .Mayor (commented [IVIS26]; ENA £dii._ '{formatted: line spacing: >«*ultiple 0.5 li Csty Clerk CITY OF CARLSBAD By *" ~ ~ 'formatted: Vine spacing: Ivlultiple 0.5 li „ ___J Attest; City Clerk LEUCADIA GOUNTY-WASTEWATER DISTRICT President VALLECITOS WATER DISTOICT By Presktent BUENA SANITATION DISTRICT 8y„.^„.^^ ^Ct'.alrpef.'ion CITY OF ENCINITAS By_„ ^Mayor At'.QSt; Resolution and Signature Sheets are on file with the Encina Wastewater Authority • "TFormatted: tine spacing: Multiple^.S Ii " "^Formatted: Line spacing: Multiple (D.S ii • 'Lformatted: tiriejpacjng^_Multipi^^ 'tf°^™^^^^^ spacing: Puttipfe O.S B C4y Clerk Approved as to ft»-m: By 6lf 14-50 Revised Basic Agreenwni- Encina Joint Powers Authority Ref; Admin.14-10934 Amended; Oclol>ef 22. 2014 JAC Counsel ^1 14-51 Revised Basic Agreemenl - Encina Joint Powers Authority Ref; Admin. (4-10934 Amerded: Qclol?ef 22. 2014 <INSERT SERVICE AREA MAP> 14-52 Revised Basic Agreement - Encina Joint Powers Aulhority Ref: Admin.14-10934 Amended; Oetol>er 22.2014 EXHIBIT B PHASE IV COST ALLOCATION 1. Phase iV cost shall ba allocateti as follows: a. All costs shall be allocated by unit process and among ftow, BOD, and suspended solids in the manner recommended for revenue programs by (he State Water Resources Control Board. b. The replacement value of the existing Unit I and Unit J facilities at ttie mid-point of construction (projected ENRLA of 6465) stiall be detemiined. in determining replacement value, grant funding shall be included except for ttie grant funding used to pay for ttie "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 sliall be determined by multiplying exisling ownerstiip percentages times the replacement values determined in step b. d. The cost of the proposed Phase IV facilities at Itie midpoint of construction (projenled ENRLA of 6465) shall be estimated by the design engineer. e. The total value of the EWPCF following constaiction of Phase iV shall tte eslimated by adding tlia replacement value of Ihe existing facilities (determined In step b) lo the estimated cost of lha 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 Unil J ownership's (determined in Exhibit A of the Thirty-Ninth Supplement) by the total value ol the EWPCF following constmction of Phase IV (determined in step e). g. Phase IV cost allocations shall be calculated by subtracting existing dollar ownership's (detetmined in step c) from needed dollar ownership's followtng construction of Phase IV (detemiined in step f). Credits and buy-Ins 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 tiackground. Estimated Phase IV cost allocatfons in dollars and percent of lotal are as follows: Existing Projected Ownership Eslimated Effective Ownership Following Phase IV Phase IV Cost Credil/Buyin Agency 11.44 (5,455,000) Vista 22,739,000 28,938,000 6,199,000 11.44 (5,455,000) Carisbad 20,585,000 33,216,000 12,631,000 23.31 (745,000) Leucadia 13,314,000 27,297,000 13,983,000 25.81 2.916,000 San Marcos 14,099,000 27,105,000 13.006,000 24.01 2,091,000 Buena 4,436,000 11.020,500 8,584,500 12.15 2,023,000 Encinitas 4.694.000 6.470.500 1.776.500 3.28 f830.000> Total 79,867,000 134,047,000 54,180,000 100.00 0 Final Phase IV cost alltjcations will be determined following completion of Phase IV constmction 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. 14-53 Reviled Aflreement - Encina Joint Powers Authorily Ref: Admin.14-10934 Amended-feastiZ ?014 EXHIBIT C LICENSE PAYMENTS & SCHEDULE OF VALUES (1) Any portion of reserve up to 50% ol Total Reserve Capacity: The license payment shall be 8% of the current replacement value ol Ihe facilities, without grants deducted, adjusted each July 1 (commencing in July 4S862fil3) by updating the asset allocation spreadsheet to include any additional and changed capital projett costs, and to reflect the current ENRLA constfuction cosf index. Unil I and J license payments shall be based on a flow rate of »43J1.MGD. Unit 1 liquid license paymtnts shall be proportioned based on Ihe percentege of tha Flow value of the total replacement value. Unit I solids license payments shall be propoitioned bas«d on the percentage of the sum of the BOD and SS reptacement values, as compared to tha total replacement value. (1) 488§-2013- Example calculalions: Unit I - Total replacement value of Unit I (treatment facilities) wiihoyl grant deducted, July 4QB6-2013 al ENRLA of 6§3aji3fl4J2.= Umm-SM^M Flow va'utt - $44i10J4p».oOO, BOD value - $431g,g.S488a3.000. SS value - S38U,453S67,000. Utilizing an interest rate of 8% yields a license payment ol $a4afr3<i.|lp«6 per MGD ($448327,346422,000 times .08 divided by •M-^Ml MGD). Split tietween liquid and solids payments: yquld pJJrtion. = m4mmS.l^fmes 44^7ajia245.000X44«327,«442:4000 « $93203.386824 §60Jd por!'<«.— $a4qe04.eeQ.8t0..t>mes (43122.883542^)00 + a824.^a2fi,aMj /44«a27,34042g,000 — *<*%g3,8ee2^ - fFi^Mte* indent; l^eft: 0", Hanging: 2.63" UnsI J lota! reptacement value - »33,««4a2S.000, Saa2S,»S422S.OOO times .08 dMded b'/a»4.1.3.1....MGD - $4473.608.75.3 Juty 1,489i>-2011.license payments -$83203.30082^. per MGD of Unit I liquid capacity per year S»fc54i:>rj.SQe98"6' per MGO of Unit 1 solids capacity per ytiar $4473,ee0753,-per MGD of Unit J capacity per jiear (2) The USB of reserve amount* over 50'5'i of Tolal Reserve Cajiacity: License payments shall ba Increased by 2/3, (3) July 1,4«96-2013.1icensa payments: _S483339,^2Sg. per MGD of Unit I liquid capacity per y-sar ^^ft;i6a.j^31l per MGD of Unil I solids capacity per year -S?3122.380922 per MGD of Unit J capacity per year 14-54 Revised Basic Agreemenl - Encina Joint Powers Authority Raf: Admin.14-10934 Amended: October 22. 2014 Encina Wastewater Authority Revised Basic Agreement Exhibit D Allocation of Phase V Capital Impravements The cost of Phase V Capital Improvements shall be allocated by unit process and among flow, Bio- chemical Oxygen Demand (BOD) and Total Suspended Solids (TSS) in the manner recommended for revenue programs by ttie State VVater Resources Control Board as amended by action of the Encina Wastewater Authority (EWA) member agencies, Joint Advisory Committee and Board of Directors and es follows: 1. The replacement value of the existing Unit I and Unit J facilities at the mid-point of construction shall be determined and, In addition, each member agency's share thereof shall be determined. a. Replacement value shal! be calculated for all Unit 1 and Unit J facilities remaining in service at Phase V project acceptance including: Pre-Phase III; Phase lli; Phase IV including interim flow equalization facilities transitioning from Unit J to Unit 1; and, Post Phasa IV including the Building Program and Joint Usa Flow Equalization. b. The repiacemenl value of each facility shall be calculated by muitiplying the original cost of that facility by the percentage change in the Engineering News Record Construction Cost Index for Los Angeles (ENRLA) from the year that facility was placed In service then adding the resulting product to the original cost of the subject facility. c. Mid-Point of Construction shall be the date haif-way belween Ihe date EWA issues a Notice to Proceed on the largest single Phase V Project construction contracf and the date the EWA Board of Directors takes action to accept that contract as completed. d. Each member agency's current ovwiership percentage (COP) of the replacement values for existing facilities shall be calculated by multiplying total Unit I Flow, Unit I Solids and Unil J Disposal replacement values by each member agency's Unit I. Liquid, Unit I Solids or Unit J Disposal percentage capaciiy rights as stated in Section 9.1 of the RBA. 2. Based upon wastewater flow projections developed and refined by the member agencies, required ownership percentages (ROP) shal! be determined and, in additbn, each member agency's share of existing facilities al replacement value determined in Step 1 shall ba restaied to conform to their respective ROP. a. Flow projections shall be provided by the member agencies and shal! not be changed to aller the allocation of Phase V costs hereunder after the member agencies have unanimously approved this amendment to Ihe Revised Basic Agreement (RBA). b. ROP shall be calculated by dividing a member agency's wastewater flow projection by the lotal of all member agencies wastewater flows. c. Each member agency's share of the replacement values for existing facwlies shall be calculated by multiplying total Unit I Flow, Unit I Solids and Unil J Disposal replacement values by each member agency's ROP of Unit I Liquid, Unit I Solids ar Unit J Disposal. 3. An estimated debit or credit shall be calculated tor each member agency !o pay for, or receive payment or credit for, investments in existing Unit I and Unit J facilities and thereby reallocate ownership of existing facilities at replacement value among the member agenc'es in conformance with their respective ROP as determined in Step 2. a. Where any member agency's ROP for Unit I Liquid, Unit 1 Solids or Unit J Disposal is greater than its COP for Unit I Liquid, Ltnit I Solids or Unit J Disposal, an estimated debit shall be calculated and assessed to that member agency's accouni for that unit process. U1 14-55 Revsed Basic Agreemenl - Encina Joint Powers Authoritf Ref: Admin.14-10934 Amended' OmmJZ 2014 b. Where any member agency's ROP for Unit 1 Liquid. Unit I Solids or Unit J Disposal is less than its COP Unil 1 Liquid, Unit I Solids or Unit J Disposal, an estimated credit shall be calculated and aedited to that member agency's account for that unit process. c. The debit or credit shall be calculated by subtracting each member agency's share of th© replacement values for existing facililies (determined in Step 1d) by unit process from Ihat member agency's share of the ROP (determined In Step 2c) by unit process. d. Upon conclusion of Ihis step for each unit process, each memtier agency's estimated share of as Pre-Phase 111, Phase III, Phase IV and Post-Phase IV Urtt I and Unit J costs for facilifies placed into, and remaining in, sen/ice as of the most recent fiscal year end prior to Phass V project acceptance shall be combined with the Phase V Project construction costs eslimated in Step 4, to determine each member agency's estimated Phase V Project cash requirements. The total cost of Ihe Phase V facililies at mid-po<nt of constmclion shall be estimated by tha design engineer. As of July 1,2004 Phase V facilities constructicm cosls are estimated at $36.1 million. Thasa costs shal be allocated lo member agencies on the basis of each member agency's ROP. Each member agency's share of tha tota! cost of the Phase V Project shall be calculated by adding Ihe member agency's debit or credit as determined in Step 3 with Ihe member agency's share of PhaM V costs as determined in Step 4. These amounts as of July 1,2004 are as follows (amounts in thousands of dollars); Estimated Replacement Value of Existing Ownership Estimated Existing Estlmatwl Phase V Facitities Facilities Debit or (Credit) Total Estimated Phase V Cash Required by Costs Member Agency Vista $ 43,309 $ 7,270 $ 8,938 $ 16,209 Carlsbad $ 49.724 S (1,088) $ 8,S95 $ 7,507 Buena S 16,742 $ (2,521) $ 2513 $ (8) Vallecitos $ 40,565 s 4,789 s 8,590 S 13,379 Leucadia $ 40,998 $ (7,294) $ 5,956 $ (1,338) Encinitas $ 9,689 $ (1.156) $ 1,508 $ 352 Total s 201,026 $ 0 $ 36,100 $ 36,100 Final Phase V cost allocations shall be determine4 and member agency accounts shall ba adjusted N_ - - ai}o««a<v».**h S«iii8«47**l=^^ completion of Phase V constmction and shall use the method described hereinabove except that actual figures shall be used including: existing facilities based on the most recently completed independent f nanctal audit; project costs based on actual amounts paid according to EWA's financial records; and, actual ENRLA at tha defined mid-point of construction. I Commented IIV1S27]: section 17.3 Deleted 14-56 Revised Bai;* Agreemenl - Encina Joint Powers Authority Ref: Admin 14-10934 Amended: Qs,!sAsi.M, 2014 b. Where any member agency's ROP for Unit I Liquid, Unit I Solids or Unit J Disposal Is less than ils COP Un>t 1 Lsquid. Unit I Solids or Unit J Disposal, an estimated credtt shall be calculated and credited to that member agency's account for that unit process. c. The debit or credit shall be calculated by subtracting each member agency's share of the replacement values for existing fadlities (detenmlned In Step 1d) by unit process from that member agency's share of the ROP (determined In Step 2c) by unit process. d. Upon conclusion of this step for each unit process, each member agency's estimated share of all Pre-Phase lil. Phase Ht, Phase IV and Post-Phase IV Unit I and Unrt J costs for facilities placed into, and remaining in, stwice as of the most recent fiscal year end prior to Phase V project acceptance shall be combined with the Phase V Prtjject constmction costs estimated In Step 4, fo determine each member agency's estimated Phase V Project cash requirements. The total cost of the Phase V facilities at mid-point of construction shall be estimated by the design engineer. As of July 1, 2004 Phase V facilities constmction costs are estimated at $36.1 million. These costs shall be allocated to member agencies on the basis of each member agency's ROP. Each member agency's share of the total cost of the Phase V Project shall be cateulated by adding the member agency's debit or credit as determined in Step 3 with the member agenc/s share of Phase V cosls as determined in Step 4. These amounts as of July 1, 2004 are as follows (amounts in thousands rf dollars): Estimated Replacement Value of Existing Ownership Estimated Existing Facililies Debit or (Credit) Estimated Phase V Facilities Costs Total Estimated Ptiase V Cash Required by Member Aqency Vista $ 43,309 s 7,270 S 8,938 $ 16,209 Carlsbad $ 49,724 $ (1,088) $ 8,596 S 7,507 Buena $ 16.742 $ (2,521) s 2,513 S (8) Vallecitos $ 40.565 $ 4,789 s 8.590 s 13,379 Leucadia $ 40,998 $ (7,294) $ 5,956 $ (1,338) Encinitas $ 9,689 $ (1,156) $ 1,508 $ 352 Total $ 2O1.02e5 5 0 s 36,100 s 36,100 F'nal Phase V cost allocations shalt be determined, and member agency accounts shall be adjusted M »e«e*4*iW4w!i5-S#ifli^^ completion of Phase V construction and shall use the" method described hereinabove except that actual figures shall be used induding: existing facilities based on the most recently completed independent financial audit; project costs based on actual amounts paid according to EWA's financial records; and, actual ENRLA at Ihe defined mid-point of oxistmction. [Commented |IHS27]: Soction 17.3 Deleted 14-57 ATTACHMENT DRAFT OF THE MINUTES OF THE OCTOBER 22, 2014 BOARD OF DIRECTORS MEETING October 27, 2014 MINUTES ENCINA WASTEWATER AUTHORITY BOARD OF DIRECTORS MEETING AND THE JOINT ADVISORY COMMITTEE WEDNESDAY, OCTOBER 22, 2014 ENCINA WATER POLLUTION CONTROL FACILITY Ref: Admin. 14-11092 JIM POLTL, CHAIR ELAINE SULLIVAN, VICE CHAIR PRESENT City of Carlsbad City of Encinitas City of Vista/Buena Sanitation District Vallecitos Water District Leucadia Wastewater District General Manager Assistant General Manager/Auditor/Treasurer General Counsel Board Secretary Keith Blackburn Kristin Gaspar, Mark Muir Dave Cowles, Judy Ritter Jim Poltl, Jim Hernandez Allan Juliussen, Elaine Sullivan Kevin M. Hardy Michael F. Steinlicht Greta Proctor Paula D. Clowar ABSENT City of Carlsbad REVISED BASIC AGREEMENT AMENDMENT Lorraine Wood On October 22, 2014 Assistant General Manager Michael Steinlicht presented the Revised Basic Agreement (RBA) which provides for joint ownership of the Encina Wastewater Authority (EWA) facilities for the purpose of planning, designing, owning, operating, and maintaining a joint sewer system. Mr. Steinlicht stated that in December 2009, the Board of Directors took final acceptance ofthe Phase V Expansion Project (Phase V) and that staff has worked closely with the Member Agency Managers to complete the Phase V cost allocation effort in 2014 and the proposed amendments to the RBA reflects Member Agencies agreed upon capacity and ownership percentages for the EWPCF. EWA's General Counsel has reviewed the proposed changes. ^•6 October 27, 2014 Encina Wastewater Authority & Joint Advisory Committee Revised Basic Agreement Amendment Upon a motion by Director Gaspar seconded by Director Muir and unanimously carried by the following vote, the Board of Directors and the Joint Advisory Committee recommend: That the Boards and Councils of the Member Agencies Consider and Adopt the Amended and Restated Revised Basic Agreement as proposed herein. Representative Agency Vote Chair Poltl Vallecitos Water District Aye Vice Chair Sullivan Leucadia Wastewater District Aye Director Blackburn City of Carlsbad Aye Director Wood City of Carlsbad Absent Judy Ritter City of Vista Aye David Cowles City of Vista Aye Judy Ritter Buena Sanitation District Aye David Cowles Buena Sanitation District Aye Director Gaspar City of Encinitas Aye Director Muir City of Encinitas Aye Director Hernandez Vallecitos Water District Aye Director Juliussen Leucadia Wastewater District Aye ATTEST: ATTEST: Kevin M. Hardy General Manager Encina Wastewater Authority Paula D. Clowar, Secretary Board of Directors Encina Wastewater Authority Ref: Admin. 14-11092