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HomeMy WebLinkAbout2013-04-30; City Council; 21192; Amended Agreement Vista-Carlsbad Interceptor SewerCITY OF CARLSBAD - AGENDA BILL AB# 21,192 APPROVAL OF AMENDED AND RESTATED AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF THE VISTA/CARLSBAD INTERCEPTOR SEWER AND APPROPRIATION OF FUNDS FOR CAPACITY PURCHASE DEPT. DIRECTOR fy^^^}}^ MTG. 4/30/13 APPROVAL OF AMENDED AND RESTATED AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF THE VISTA/CARLSBAD INTERCEPTOR SEWER AND APPROPRIATION OF FUNDS FOR CAPACITY PURCHASE CITY ATTORNEY K K DEPT. PW APPROVAL OF AMENDED AND RESTATED AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF THE VISTA/CARLSBAD INTERCEPTOR SEWER AND APPROPRIATION OF FUNDS FOR CAPACITY PURCHASE CITY MANAGER RECOMMENDED ACTION: Adopt Resolution No. 2013-082 approving the amended and restated agreement for ownership, operation and maintenance of the Vista/Carlsbad Interceptor Sewer and appropriation of funds for capacity purchase. ITEM EXPLANATION: The Vista/Carlsbad Interceptor Sewer System was constructed in 1965 and is jointly-owned by the City of Vista (Vista) and the City of Carlsbad (Carlsbad). The alignment, which is approximately eight miles in length, begins at the northeast corner of the city adjacent to Highway 78 and extends southwesterly to the Encina Water Pollution Control Facility. The sewer system is denoted by reaches VC-1 through VC-16, which designates a change of pipe capacity or ownership rights (see Exhibit 1). The current ownership agreement with Vista was entered into in 2002 and amended in 2011 to extend the term of the agreement through the year 2032. The proposed amended and restated agreement between Carlsbad and Vista modifies capacity ownership rights in Reach VC-1 of the Vista/Carlsbad Interceptor Sewer to accommodate development in the northeast corner of Carlsbad. As stated in the agreement. Vista agrees to sell 3.4 percent of their capacity in Reach VC-1 to Carlsbad at a purchase price of $26,961. With this capacity purchase, Carlsbad becomes partial owner in the pipeline and will be responsible for 3.4 percent of future costs in Reach VC-1 related to rehabilitation or improvements. The proposed agreement also clarifies the roles and responsibilities of each city and better defines the cost sharing requirements for operation and maintenance of the Vista/Carlsbad Interceptor Sewer System. ENVIRONMENTAL IMPACT: Pursuant to the Public Resources Code section 21065, authorizing an amendment to the agreement for ownership, operation, and maintenance of the Vista/Carlsbad Interceptor Sewer 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 physical change in the environment, and therefore does not require environmental review. DEPARTMENT CONTACT: Terry Smith, (760) 602-2765, terry.smith(gcarlsbadca.gov FOR CITY CLERKS USE ONLY COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • Page 2 FISCAL IMPACT: Under the proposed agreement, Vista agrees to sell the necessary capacity to Carlsbad. Funds for the capacity purchase were anticipated and included in the connection fee update approved by the city Council at the November 6, 2012 meeting and were to be included in the forthcoming Capital Improvement Program Budget for fiscal year 2013-14. However, staff recommends the city purchase the capacity at this time and requests an appropriation of $26,961 from the sewer connection fund. There are currently sufficient funds available in the sewer connection fund for this one time appropriation. EXHIBITS: 1. Location Map. 2. Resolution No. 2013-082 approving the amended and restated agreement for ownership, operation and maintenance of the Vista/Carlsbad Interceptor Sewer and appropriation of funds for capacity purchase. 3. Amended and Restated Agreement for Ownership, Operation and Maintenance of the Vista/Carlsbad Interceptor Sewer between the City of Carlsbad and the City of Vista. 4. Redline/strikeout version of Amended and Restated Agreement for Ownership, Operation and Maintenance of the Vista/Carlsbad Interceptor Sewer between the City of Carlsbad and the City of Vista. LOCATION MAP BUENA VISTA LIFT STATION VISTA METER STATION EXISTING LAGOON BRIDGE VC11B EXISTING AGUA HEDIONDA LIFT STATION LEGEND: VC11B-VC15 VC1-VC11A ENCINA WATER POLLUTION CONTROL FACILITY PROJECT NAME AMENDED AND RESTATED AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF THE VISTA I CARLSBAD INTERCEPTOR SEWER EXHIBIT 1 DRAWN BY: SCOTT EVMIS: CARLSBAD UWTIES DEPT J/26//J C:\UT\UT\ES DEPARTklENT\DESIGN DIVISION\SUITH\VC SEWER\VC SEWER LOCATION UAP.DWG 3 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 tmen RESOLUTION NO. 2013-082 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE AMENDED AND RESTATED AGREEMENT FOR OWNERSHIP, OPERATION AND MAINTENANCE OF THE VISTA/CARLSBAD INTERCEPTOR SEWER AND APPROPRIATION OF FUNDS FOR CAPACITY PURCHASE. WHEREAS, on February 26, 2002, the City of Carlsbad and the Cify of Vista ("the Parties") entered into an agreement for the ownership, operation, and maintenance of the Vista/Carlsbad Interceptor Sewer, described as pipeline reaches VC1 through VC16 and including the Buena Vista Pump Station and the Agua Hedionda Pump Station ("Agreement"); and WHEREAS, on June 14, 2011, the Parties amended the Agreement to extend the term until December 31, 2032, with an option to extend it for an additional ten year period; and WHEREAS, the Parties desire to amend and restate the Agreement to allow Carlsbad to connect a sewer line into reach VC-1 at Carlsbad's sole expense and to purchase ownership capacity from Vista into reach VC-1; and WHEREAS, the amended and restated agreement stipulates a cost of $26,961 to the City of Carlsbad for the purchase of the capacity rights in reach VC-1 of the Vista/Carlsbad Interceptor; and WHEREAS, the City Council of the City of Carlsbad, California, has determined it necessary and in the public interest for the City of Carlsbad to enter into the Amended and Restated Agreement for Ownership, Operation and Maintenance of the Vista/Carlsbad Interceptor Sewer, between the City of Carlsbad and City of Vista; and WHEREAS, staff is requesting an appropriation from the Sewer Connection Fund of $26,961 to purchase the additional capacity; and WHEREAS, sufficient funds are available in the Sewer Connection Fund for the capacity purchase. 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 NOW, THEREFORE, BE IT RESOLVED by the Cify Council of the Cify of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute the Amended and Restated Agreement for Ownership, Operation and Maintenance of the Vista/Carlsbad Interceptor Sewer, between the City of Carlsbad and City of Vista. 3. That the Finance Director is authorized to appropriate $26,961 from the Sewer Connection Fund, for payment to the City of Vista for the purchase of capacity in the Vista/Carlsbad Interceptor Sewer. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 5 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 of the City Council of the City of Carlsbad on the 30^^ day of April, 2013, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Blackburn and Douglas. None. ABSENT: None. MATT HALL, Maybr ATTEST: BAR^gAI^'^Ql.^ESQlS), Cify Clerk Units C and D increased from 5.5 percent to 15.5 percent and Carlsbad's capacity rights in Unit G were reduced from 40.5 percent to 38.5 percent; and WHEREAS, on or about September 14, 1983, the Vista Sanitation District was dissolved, and Vista assumed the District's rights and obligations, including those contained in the Basic Agreement; and WHEREAS, the Parties by written agreement dated December 27, 1983, deleted Unit A and a portion of Unit B from the Joint System and released them to Vista as sole owner with complete responsibility for maintenance thereof; and WHEREAS, on October 24, 1984, the City of Vista and the City of Oceanside entered into an agreement to transfer sewage flow between the agencies; and WHEREAS, on May 22, 1987, a "Letter of Understanding for Upgrading of the Vista/Carlsbad Interceptor" was prepared by Carlsbad and submitted to Vista designating a "trigger mechanism" to start construction of replacement pipelines on the Vista/Carlsbad Interceptor; and WHEREAS, pursuant to Article 1, Chapter 5, Division 7, Title 1 of the California Government Code, the Parties have entered into a Revised Basic Agreement, as may be amended from time to time, with the other member agencies of the Encina Wastewater Authority for the purpose of operating and maintaining a sewage treatment facility (Unit I) and ocean outfall (Unit J) (the "Revised Basic Agreement"); and WHEREAS, Section 12.1.2 of the Revised Basic Agreement stipulates that the Administrator of the Encina Wastewater Authority shall operate and maintain, at the expense of Vista and Carlsbad, the Buena Vista and Agua Hedionda Pumping Stations (formerly Units C and G, respectively, in the Basic Agreement); and WHEREAS, Units B, D, E, F, and H of the Basic Agreement were not incorporated into the Revised Basic Agreement with regard to operation, maintenance, or construction of the Vista/Carlsbad Interceptor; and Page 2 3/26/13 8 WHEREAS, on February 26, 2002, the Parties entered into an agreement for ownership, operation, and maintenance of the Vista/Carlsbad Interceptor, described herein as VC1 through VC16, the Buena Vista Pump Station and the Agua Hedionda Pump Station; and WHEREAS, on June 14, 2011, the Parties amended the agreement to extend the term until December 31, 2032 with an option to extend it for an additional ten year period; and WHEREAS, the Parties desire to amend and restate that Agreement to allow Carlsbad to connect a sewer line into VC-1 at Carlsbad's sole expense and to allow Vista to sell capacity to Carlsbad into VC-1, and to revise the maintenance responsibilities for VC1. THEREFORE, THE PARTIES HERETO AGREE TO THE FOLLOWING: SECTION 1. DEFINITIONS For the purposes of this agreement, the following terms shall have the meanings indicated: 1.1 Vista/Carlsbad Interceptor. An interceptor sewer pipeline, jointly owned by Vista and Carlsbad, beginning at Manhole No. 35 (according to City of Vista Drawing No. 1981, As-Built 2/27/87) located near the northeasterly City boundary of Carlsbad and extending to the Encina Water Pollution Control Facility and includes the Buena Vista Pumping Station and force main and the Agua Hedionda Pumping Station and force main, and any future improvements, and replacements, all as shown on Exhibits "A-1", "A-2" and "A-3". 1.2 Preliminary Design Report. A report that investigates a proposed improvement or enlargement to the Vista/Carlsbad Interceptor and provides information on the need for the improvement or enlargement, a description of facilities, materials, and design criteria, and a detailed cost estimate for the improvements or enlargement including engineering, right-of-way, legal, administrative, construction and inspection, and a tentative schedule for final design and construction. The Preliminary Design Report may be prepared for any component needing upgrading when the peak dry weather flow rate reaches sixty (60) percent of full pipe capacity. Page 3 3/26/13 1.3. Administrator. The Administrator shall be the individuals designated to administer the functions of the sewer system for that City. For Vista and Carlsbad, the Administrator is each City's City Manager or his/her designated representative. 1.4 Lead Agency. The Party to Project Agreements given responsibility for planning, design, and construction of a given component of the Vista/Carlsbad Interceptor. 1.5 Pipeline Reach. A portion or segment of the Vista/Carlsbad Interceptor sewer. A Pipeline Reach designates a change in pipe capacity or capacity ownership by the Parties. The unit designation contained in the Basic Agreement for Pipeline Reaches and pumping stations is hereby replaced with Pipeline Reaches designated VC1 through VC16, the Buena Vista Pumping Station and the Agua Hedionda Pumping Station, all as shown on Exhibits "A-1", "A-2" and "A-3". 1.6 Inflow and Infiltration. The sewer pipeline shall be maintained to exclude excessive inflow of surface water and infiltration of groundwater through manhole risers, covers and pipeline joints. Allowable infiltration shall not exceed 500 gpd per inch-diameter per mile. 1.7 Wastewater. Wastewater shall be construed to mean domestic sewage, authorized industrial discharges that are in compliance with the Encina Wastewater Authority's Source Control Program, and Inflow/Infiltration. 1.8 Improvement or Enlargement Costs. The cost of land, easements and rights-of-way, engineering, construction management, construction inspection, and construction. 1.9 Proiect Agreement. A separate agreement between Vista and Carlsbad which defines the project-specific requirements of each Party, cost sharing for design and construction, the method of cost accounting and the payment schedule for the improvement or enlargement of any portion of the Vista/Carlsbad Interceptor. 1.10 Service Area. The Service Area shall be the sanitation sewer area served by the City of Vista or the City of Carlsbad. It shall not include the sanitation sewer area of Buena Sanitation District unless approved by the Parties in writing. Page 4 3/26/13 10 1.11 Capacity. Capacity, as defined herein, shall be construed to be the sewage flowrate that may be conveyed through a pipeline when flowing full and is based on a depth of flow (D) to pipe diameter (d) ratio of one (i.e., D/d = 1.0). SECTION 2. JOINT PARTICIPATION The Parties shall participate jointly in the proportions hereinafter specified in the acquisition, construction, ownership, maintenance, operation and use of the Vista/Carlsbad Interceptor, including the parts thereof which may be subsequently acquired or constructed for the improvement or enlargement thereof. Further, the Parties shall pay for such acquisition, construction, ownership, maintenance, operation and use of the Vista/Carlsbad Interceptor in the proportions hereinafter shown in Exhibits "B" and "C". SECTION 3. CAPACITY RIGHTS 3.1 For the duration of this Agreement, each Party shall own and enjoy the right to use eighty percent (80%) of the Capacity of the Vista/Carlsbad Interceptor in the proportions set forth in the table identified as "Vista/Carlsbad Interceptor Sewer System - Capacity Rights" which is attached hereto and incorporated herein by reference as Exhibit "B". No Party shall use the Vista/Carlsbad Interceptor, or any part thereof, to a greater percentage of its capacity and shall not in any way grant, encumber, limit or restrict its interest in any part of the Vista/Carlsbad Interceptor, or partition or seek to partition the same or have the use of any part thereof for any purpose other than the disposal of sewage, without the prior written notification of the other Party. 3.2 If responsibility for the disposal of the sewage from a particular area regulated by this Agreement is to be transferred from one Party to the other, or a third Party, the capacity service shall be transferred accordingly on the effective date of the transfer of such responsibility, and the charges against the Parties amended to correspond therewith. Any Party proposing such transfer shall notify the other Party in advance of the transfer. No such transfer Pages 3/26/13 // shall affect the capacity rights or obligations of the Parties in or to the Vista/Carlsbad Interceptor until the Parties shall have executed appropriate amendments to this Agreement. 3.3 Neither Party shall exceed their capacity rights in the Vista/Carlsbad Interceptor. In the event a Party temporarily exceeds its capacity rights, it shall reimburse the other party the value of the excess capacity rights used. If the capacity used is one year or less, the value of the capacity used shall be determined on a percentage of the overall O&M Budget unless the Parties agree to transfer its respective percentage of ownership of the Vista/Carlsbad Interceptor permanently. SECTION 4. ACQUISITION OF ADDITIONAL CAPACITY 4.1 In the event either Party requires capacity in the Vista/Carlsbad Interceptor in excess of the proportionate capacity allocated under this Agreement, and the Vista/Cartsbad Interceptor is not being used by the other Party to the full percentage of the total capacity to which they are entitled, the Party requiring additional capacity may lease or purchase such additional capacity from the other Party. Such lease or purchase shall be accomplished by written agreement. 4.2 Vista agrees to sell capacity in Reach VC1 to Carlsbad at the percentage listed in the table of "Capacity Rights", included herein as Exhibit "B", and Carlsbad agrees to pay Vista $26,961 for the purchase of this ownership capacity. Carlsbad has not previously held capacity ownership in this line, but now requires capacity to accommodate the future Quarry Creek development to be located in the northeast corner of Carlsbad. Carlsbad's ownership in Reach VC1 shall begin at Manhole No. 32 according to City of Vista Drawing No. 1981. SECTION 5. RESPONSIBILITIES OF LEAD AGENCY Carlsbad shall be the Lead Agency with responsibility for reaches VC2-VC16 of the Vista/Carlsbad Interceptor and Vista shall be the Lead Agency with Responsibility for reach VC1 of the Vista/Carlsbad Interceptor, unless agreed upon othen/vise by a separate Project Agreement; and therefore, Cartsbad and Vista shall mutually agree on all recommendations for Page 6 3/26/13 / improvements and enlargements to the Vista/Carlsbad Interceptor. A separate Project Agreement shall be prepared and executed by the Parties for all future improvements and enlargements to the Vista/Carlsbad Interceptor and to determine the Lead Agency for the Project Agreement. SECTION 6. IMPROVEMENTS OR ENLARGEMENTS OF THE VISTA/ CARLSBAD INTERCEPTOR 6.1 As deemed necessary, the Parties shall meet to discuss future improvements or enlargements of the Vista/Cartsbad Interceptor. Once it is agreed between the Parties that an improvement or enlargement is necessary, a Preliminary Design Report for the improvement or enlargement of the Vista/Cartsbad Interceptor shall be prepared. Upon completion and acceptance by the Parties of a Preliminary Design Report detailing an improvement or enlargement, a Lead Agency will be designated that will prepare a Project Agreement which will identify the project specific requirements of each Party including the cost sharing of the Preliminary Design Report. 6.2 When the Project Agreement has been accepted by the City Council of each Party, the Lead Agency under the Project Agreement shall engage the services of a consultant or consultants to prepare plans, specifications, and related materials necessary for the acquisition and construction of the improvements or enlargements. The specifications shall contain all appropriate hold harmless clauses, insurance requirements and indemnifications for those agencies affected by the project. 6.3 Upon completion of the plans, specifications, and related matenals, their approval by the other Party, the acquisition of the necessary lands and rights-of-way, and at such time as the Parties are prepared to finance their proportionate shares of the acquisition and construction cost, the Lead Agency under the Project Agreement shall advertise for bids for the construction of the improvements or enlargements or such portion thereof as may be hereafter agreed to by the Parties. The decision to accept bids and award the construction contract shall Page 7 3/26/13 be the sole responsibility of the Lead Agency. The Lead Agency shall cause the work to be inspected, administer the execution of the contract, and approve necessary change orders. 6.4 The Parties may, at their sole cost and expense, enlarge any pipeline reach or pumping station or portion thereof of the Vista/Carlsbad Interceptor in which it is the owner of capacity rights and any increased capacity in such pipeline reach or portion resulting from the enlargement shall belong to such Party paying the cost and expense thereof. The enlargement shall be performed in accordance with the requirements of this Section and by separate agreement. SECTION 7. LANDS AND RIGHTS-OF-WAY 7.1 Any land or nghts-of-way acquired for the improvement or enlargement of the Vista/Carlsbad Interceptor shall be acquired in the name of Carlsbad and Vista as joint tenants. 7.2 At such time as the plans specifying the location of the necessary lands and rights- of-way for improvement or enlargement of the Vista/Carlsbad Interceptor have been prepared and approved by the Parties and the respective funds of the Parties are available for the acquisition thereof, the Lead Agency shall proceed to acquire the necessary land and nghts-of- way. The Lead Agency shall notify the other Party of the amount to be deposited by the other Party with the Lead Agency to pay its proportionate share of the acquisition costs. The other Party shall deposit its share with the Lead Agency pnor to recording acquisition documents. SECTION 8. COST SHARING OF IMPROVEMENTS OR ENLARGEMENTS 8.1 All improvement or enlargement costs of the Vista/Cartsbad Interceptor which are deemed necessary and beneficial to both Parties under any Project Agreement shall be borne and paid by the Parties in proportion to each Party's capacity rights for each Pipeline Reach listed in the table attached as Exhibit "B", except as othenA/ise required by Section 6.4 of this Agreement. Under this section "necessary and beneficial" shall mean those expenses that are necessary for the completion of the improvement or enlargement of the Vista/Cartsbad Interceptor and benefit both Parties to the Project Agreement. Page 8 3/26/13 //./ 8.2 Cost shanng shall be based on percentage of capacity owned after improvements are constructed. SECTION 9. OPERATION AND MAINTENANCE 9.1 Operation and maintenance of the Vista/Cartsbad Interceptor shall include the labor, equipment and materials required for daily operation and routine maintenance. Routine annual maintenance activities typically include visual inspections of all manholes, cleanng around manholes, grading and maintaining access roads and replacement of severely corroded or damaged manhole frames and lids. Cleaning and special inspections, such as the inspection of the trestle crossing of the Agua Hedionda Lagoon, will be performed every three to five years or as necessary to maintain the intended function of the Vista/Cartsbad Interceptor. Cleaning and special inspections shall not be considered to be routine annual maintenance. 9.2 Carlsbad shall operate and maintain pipeline reaches VC2-VC16 of the Vista/Cartsbad Interceptor and Vista shall operate and maintain pipeline reach VC1, except for that portion specifically excluded in Section 9.3 below, in good repair and working order in accordance with recognized sound engineenng practice. Cartsbad and Vista shall maintain accurate records and accounts in connection with the operation and maintenance of the Vista/Cartsbad Interceptor. These records and accounts shall be available for inspection by the other Party upon request by wntten notice. 9.3 Operation and maintenance of the Buena Vista and Agua Hedionda Pump Stations and force mains of the Vista/Cartsbad Interceptor shall be the responsibility of the Administrator/Operator of the Encina Wastewater Authority as identified in Section 12.1.2 of the Revised Basic Agreement with the Encina Joint Powers Authority, as may be amended from time to time, a copy of which is on file with the Administrator of each Party. Page 9 3/26/13 75 SECTION 10. BUDGETING AND ACCOUNTING FOR OPERATION AND MAINTENANCE 10.1 Annual expenses for routine operation and maintenance of the Vista/Cartsbad Interceptor shall be based on a rate of $2,700 per mile of gravity sewer as detailed in Exhibit "C", for a total annual cost of $16,200. Based on the proportionate share of the facility each party is responsible for maintaining. Vista shall pay Carlsbad $12,150 per year and Cartsbad shall pay Vista $675 per year (for base year 2013). An inflation rate equal to the Federal Consumer Pnce Index (CPI) shall be applied annually to these expenses. These expenses, hereinafter referred to as O&M expenses, include the labor, equipment, materials and administration necessary to maintain the daily operation of the Vista/Carlsbad Interceptor as identified in Section 9.1. 10.2 Carlsbad and Vista shall share in the operation and maintenance expenses of the Vista/Carlsbad Interceptor, except as stated otherwise in Section 10.3, based on the approximate ownership of each Party at the mid-point of the sewer. Vista shall be responsible for seventy-five percent (75%) and Carlsbad shall be responsible for twenty-five percent (25%) of all O&M expenses. Annually, on or around July 1 of each year, Carlsbad shall invoice Vista and Vista shall invoice Carlsbad for the applicable share of the operation and maintenance costs identified in Section 10.1 for the forthcoming fiscal year. Special inspections and cleaning, not included as part of routine annual maintenance, will be performed as necessary by Cartsbad, Vista, or a qualified contractor, as agreed by both Parties, and invoiced to Vista or Carlsbad on a time and material basis in proportion to the percentage identified herein. 10.3 The budget for the operation and maintenance of the Buena Vista and Agua Hedionda Pump Stations and force mains shall be prepared by the Administrator/Operator of the Encina Wastewater Authority in accordance with the Revised Basic Agreement. Page 10 3/26/13 SECTION 11. EMERGENCY REPAIRS OR RECONSTRUCTION 11.1 Carlsbad shall be allowed to perform emergency repairs or reconstruction for pipeline reaches VC2-VC16 of the Vista/Carlsbad Interceptor, in whole or in part, without prior approval from Vista as necessary to maintain the continuous operation of the system such that the need for repair or reconstruction is necessary to prevent property damage or imminent danger to health and safety. Vista shall be allowed to perform emergency repairs or reconstruction for pipeline reach VC1 of the Vista/Cartsbad Interceptor, in whole or in part, without prior approval from Cartsbad as necessary to maintain the continuous operation of the system such that the need for repair or reconstruction is necessary to prevent property damage or imminent danger to health and safety. 11.2 The Parties shall each pay all costs of reconstruction of the Vista/Carlsbad Interceptor, or portion thereof, in the same proportion as the Parties own capacity in the Vista/Cartsbad Interceptor as provided in attached Exhibit "B". SECTION 12. MEASUREMENT OF SEWAGE FLOW/CAPACITY MONITORING Flows in the Vista/Carlsbad Interceptor shall be monitored in accordance with Section 7 of the Revised Basic Agreement with the Encina Joint Powers Authonty, as may be amended from time to time. A copy of which is on file with the Administrator of each Party. Additional flow monitonng may be performed by either Party as may be needed to monitor the capacity in selected reaches of the interceptor. The Party's proposed flow monitonng program shall be presented to the other Party for their review and approval pnor to initiation of the activity. The cost of a temporary flow monitoring program shall be shared by the Parties in proportion to their respective capacity ownership nghts identified in Exhibit "B". Either Party may conduct a flow monitonng program at its own expense without pnor approval of the other Party. Page 11 3/26/13 SECTION 13. PROTECTION OF THE VISTA/CARLSBAD INTERCEPTOR/ SOURCE CONTROL 13.1 The Vista/Carlsbad Interceptor shall not be used by any Party to this Agreement for any purpose other than the conveyance of wastewater unless mutually agreed to by separate written agreement. 13.2 Each Party to this Agreement shall take reasonable steps to prevent excessive inflow of any surface or storm waters or excessive infiltration of groundwater, as defined by Section 1.6, to be discharged into the Vista/Carlsbad Interceptor, either directly or indirectly. When wet weather flow exceeds 160% of the 30-day average maximum day dry weather flow as determined by flow monitoring, an Infiltration and Inflow Study shall be initiated. The Lead Agency shall perform all studies on the Vista/Carlsbad Interceptor with cost for the study being shared equally between the Parties. Should the results of the study identify upstream collector or trunk sewers as the source of inflow or infiltration, Each Party shall be responsible for the cost to repair the sewer system within its Service Area to reduce Inflow and Infiltration to acceptable levels. 13.3 No Party to this Agreement shall allow cooling water or other unpolluted industnal wastewater to be discharged directly or indirectly into the Vista/Carlsbad Interceptor without the consent of the Parties to this Agreement and Encina Wastewater Authonty. SECTION 14. RULES AND REGULATIONS CONCERNING USE OF SEWERS Each Party shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type and condition of sewage and waste permitted to be discharged directly or indirectly into the Vista/Cartsbad Interceptor and shall prohibit persons and users of every kind and nature, including but not limited to, other public agencies from discharging into such sewers any sewage or waste which would be detrimental to the Vista/Carlsbad Interceptor or any part thereof. Such ordinances, resolutions and rules shall comply with the "Pre-Treatment Ordinance Page 12 3/26/13 for the Encina Wastewater Authority", amended March 28, 2001, as may be amended from time to time. Each Party shall also comply with the applicable statutes, ordinances, rules and regulations of agencies of the United States, State of California, County of San Diego, California Regional Water Quality Control Board-San Diego Region, the Encina Water Pollution Control Facility, and any city having jurisdiction over the collection, transmission, treatment and disposal of sewage and wastes. SECTION 15. CONNECTION TO VISTA/CARLSBAD INTERCEPTOR Connections to the Vista/Cartsbad Interceptor shall be made only at manholes. Only collection or trunk sewer lines may be connected to the Vista/Cartsbad Interceptor or any part thereof, and no Party to this Agreement shall approve or permit the direct connection of any premises to the Vista/Carlsbad Interceptor without issuing advance written notice to the other Party. SECTION 16. BUDGETING AND ACCOUNTING Each Party shall be stnctly accountable for all funds received and shall maintain adequate records of all receipts and disbursements pursuant to this Agreement. In addition, each Party shall maintain such additional records relating to the acquisition, construction, ownership, maintenance, operation and use of the Vista/Carlsbad Interceptor as is appropnate. Each of the Parties, with reasonable notice, has the right to inspect and examine the records of the other Party insofar as such records relate to the Vista/Carlsbad Interceptor. SECTION 17. INSURANCE Each Party shall maintain for the duration of the Agreement, and any and all amendments, liability insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services of each Party, their agents, representatives, employees or subcontractors. Each Party shall maintain worker's compensation coverage and limits as required by the California Labor Code. Page 13 3/26/13 SECTION 18. SEWAGE SPILLS Except as otherwise provided below, any sewage spill which occurs as a result of an unforeseen condition, and said sewage spill could not have been prevented with normal and routine maintenance, then each Party shall be responsible for the costs for cleanup and payment of any legal fines and expenses incurred in proportion to each Party's Capacity Ownership in the Vista/Carlsbad Interceptor. Any Party, who by its sole negligence or willful misconduct, causes a sewage spill shall be solely responsible for all costs for cleanup and payment of any legal fines and expenses incurred. SECTION 19. HOLD HARMLESS Except for the other Party's sole negligence or willful misconduct, if the Lead Agency constructs any facility, pipeline, or improvement, the other Party, its officers and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, any intentional or negligent acts, errors or omissions of the Lead Agency or its agents, employees or representatives in connection with said construction. The Lead Agency shall defend, indemnify, and hold free and harmless the other Party and its officers and employees against any of the foregoing claims, liabilities, penalties or fines, including liabilities or claims by reason of alleged defects in any plans and specifications, and any cost, expense or attorney's fees which are incurred by the other Party on account of any of the foregoing. Where loss occurs from the negligent operation or maintenance of the Lead Agency, the Lead Agency shall indemnify the other agency for all liabilities, lawsuits, and/or fines by Regulatory Agencies incurred therefrom. In addition, where construction work is performed by the Lead Agency, the Lead Agency shall indemnify the other Party for all liabilities arising out of the construction work as a result of negligence, lawsuits, and/or fines by Regulatory Agencies. Page 14 3/26/13 SECTION 20. NOTICE Notice required or permitted under this Agreement shall be provided in wnting, either served personally upon or mailed by registered or certified mail to the Administrator of the other Party. SECTION 21. SETTLEMENT OF DISPUTE OR CONTROVERSY 21.1 Should any dispute or controversy arise in connection with the books, records or accounts of any Party to this Agreement or in connection with the acquisition, construction, maintenance, operation, repair, reconstruction or enlargement of the Vista/Carlsbad Interceptor or in connection with any of the affairs or operation thereof, or the execution of the term of this Agreement, the Parties shall make reasonable efforts to resolve the dispute. In the event that the Parties are unable to reach a resolution to the dispute, the Parties shall select a disinterested mediator to assist in the resolution of the dispute. Each party shall share equally in the cost of the mediator. 21.2 In the event that the Parties are unable to resolve the dispute with a disinterested mediator, the Parties shall submit to non-binding arbitration. In the event of such election, each Party shall appoint or designate one disinterested person as an arbitrator and said arbitrators so chosen, if an even number shall designate an additional disinterested person to make an odd number of arbitrators and said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The decision of the arbitrators shall be binding unless a Party files a legal action for a trial de-novo. If the Party seeking tnal de-novo fails to obtain a judgment better than the arbitrator's decision, that Party shall be liable for all cost, including attorney's fees of the other Party. SECTION 22. MODIFICATION OF AGREEMENT 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 Parties. Page 15 3/26/13 0^1 SECTION 23. SEVERABILITY If any section, subsection, sentence, clause, phrase or work of this Agreement, or the application thereof, to any Party, or to any other person or circumstance is for any reason held invalid, it shall be deemed severable and the validity of the remainder of the Agreement or the application of such provision to the other Parties, or to any other person or circumstance shall not be affected thereby. Each Party hereby declares that it would have entered into this Agreement and each section, subsection, sentence, clause, phrase and work thereof irrespective of the fact that one or more section, subsection, sentence, clause, phrase or word, or the application thereof to any Party or any other person or circumstance be held invalid. SECTION 24. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an onginal, but all of which, taken together, shall constitute one and the same instrument. SECTION 25. TERM The term of this Agreement shall be in effect until December 31, 2032. The Agreement may be extended for one (1) additional ten (10) year penod or parts thereof. The Parties will prepare a wntten amendment indication the effective date and length of any extended Agreement. /// /// /// /// Page 16 3/26/13 Q7 EXHIBIT "A'2" VISTA I CARLSBAD INTERCEPTOR LEGEND: FORCEMAIN \ \\.^%^^ VISTA/CARLSBAD INTERCEPTOR ' ^ \ \\ PLOTTED BY: SCOTT EVAHS PLOT DATt:12/ta/12 PATH:C:\UTIUVES 0£P/W7M£N7\0£SCW aVISIOtt\Sh»TH\VISTA-CARLSBAD INTVK£PTOK E)W»7:DMC lb EXHIBIT "A'3" VISTA I CARLSBAD INTECEPTOR NOT TO SCALE LEGEND: FORCEMAIN VISTA I CARLSBAD INTERCEPTOR PLOTTED BY: SCOTT EVANS PLOT DATE:1Z/!0/lZ PATttC: \omjTlES DEPARTiiieNT\DESIGN 0l\m)N\5mT»\^TA-CAm.SBAD INTERCEPTOR EXmT.DWB EXHIBIT "B" VISTA/CARLSBAD INTERCEPTOR SEWER SYSTEM Capacify Rights Capacity Rights Vista Carlsbad Pipeline Reach Pipe Size (inches) Pipe Capacity (mgd) (a) Average Flow (mgd) (a) Percent Capacity (c) Capacity Rights (mgd) Average Flow (mgd) (a) Percent Capacity (c) Capacity Rights (mgd) VC1 36 30.0 10.38 96.6 27.37 0.37 3.4 0.93 VC2 42 34.0 10.38 93.4 31.80 0.73 6.6 2.20 VC3 36 19.5 10.38 89.6 14.50 1.20 10.4 2.00 Buena Vista Pump sta. -23.1 10.38 89.6 20.70 1.20 10.4 2.40 VC4 (Force Main) 24 23.1 10.38 8.6 20.70 1.20 10.4 2.40 VC5* 42 31.5 10.38 89.6 28.20 1.20 10.4 3.30 VC6* 42 31.5 10.38 81.9 25.80 2.29 18.1 5.70 VC7* 42 31.5 10.38 79.4 25.00 2.39 20.6 6.50 VC8* 42 31.5 10.38 79.4 25.00 2.69 20.6 6.50 VC9* 48 28.5 10.38 79.4 21.50 3.37 24.5 7.00 VC10* 48 28.5 10.38 75.5 21.30 3.51 25.3 7.20 VC11 42 20.5 10.38 74.7 14.20 4.65 30.9 6.30 Agua Hedionda Pump sta. --23.0 10.38 69.1 15.90 4.65 30.9 7.10 VC12 (Force Main) 2-18 23.0 10.38 69.1 15.90 4.65 30.9 7.10 VC13 42 20.5 10.38 69.1 14.10 4.65 30.9 6.40 VC14 42 20.5 10.38 56.1 11.50 8.11 43.9 9.00 VC15 42 22.8 10.38 56.1 12.80 8.13 43.9 10.00 VC16 54 67.4 10.38 50.2 33.80 10.28 49.8 33.60 a) Pipe capacity is based on a depth of flow (D) to pipe diameter (d) ratio of one (i.e., D/d = 1) and Manning's "n" value of 0.013, except where noted with an*, n=0.012 for pvc lined pipe. b) Average flow rates are obtained from the October 1997 Sewer Master Plan Update for the City of Cartsbad. The Master Plan Update used a peaking factor of 2.0 for the Vista/Cartsbad Interceptor Sewer System. c) The percent capacity for each pipeline reach is based on the ratio of average flow to total flow times 100 percent. EXHIBIT "C" VISTA/CARLSBAD INTERCEPTOR SEWER Annual Operation & Maintenance Budget Maintenance Cost per mile $2,700 Length of Interceptor Pipeline Maintained by Cartsbad (VC2-16) Cost of Maintenance by Cartsbad 2013 Cost Shanng (75% Vista/25% Cartsbad) approx. 6 miles $16,200 $12,150/$4,050 Length of Interceptor Pipeline Maintained by Vista (VCl) Cost of Maintenance by Vista 2013 Cost Sharing (75% Vista/25% Cartsbad) approx. 1 mile $2,700 $2,025/$675 NOTES: 1. Annual O&M costs do not include special inspections such as the Agua Hedionda Trestle or pipeline cleaning which can be expected to occur every 3-5 years. 2. O&M costs will be increased by the Federal Consumer Pnce Index (CPI) each year to adjust for inflation. 3. Cartsbad will invoice Vista for Vista's share of the maintenance for VC2-16. 4. Vista will invoice Cartsbad for Cartsbad's share of the maintenance for VCl. FIRST AMENDED AND RESTATED AGREEMENT FOR OWNERSHIP, OPERATION, AND MAINTENANCE OF THE VISTA/CARLSBAD INTERCEPTOR SEWER THIS FIRST AMENDED AND RESTATED AGREEMENT is made and entered into as of the day of , by and between the City of Vista, a chartered municipal corporation ("Vista"), and the City of Cartsbad, a chartered city ("Cartsbad"), collectively, ("the Parties"). RECITALS WHEREAS, the Parties are responsible for providing sewage collection and transmission in their respective service areas and are authonzed to contract with others for the provision of such services; and WHEREAS, on July 13, 1961, Vista Sanitation District and Cartsbad entered into an agreement pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code to acquire, construct and operate a Joint Sewer System and allocated ownership and capacity rights to Vista Sanitation District and Carlsbad in an interceptor sewer system, sewage treatment facility, and ocean outfall (the "Basic Agreement"). The joint sewer system components were divided into pipeline reaches and pumping stations referenced by Units A, B, C, D, E, F, G, and H; and WHEREAS, on August 17, 1971, Vista Sanitation District and Carisbad entered into an agreement whereby Vista Sanitation District agreed to bear all cost of maintenance and operation of Unit "A", a trunk sewer pipeline paralleling 1-78 and extending from Vista to the Carisbad city limit; and WHEREAS, on September 3, 1975, Vista and Carisbad entered into an agreement whereby Unit C (Buena Vista Pump Station), Unit D (Buena Vista Force Main), and Unit G (Agua Hedionda Pumping Station) were increased in capacity and Carisbad's capacity rights in Page 1 2/28/1312/11/12 2^ Units C and D increased from 5.5 percent to 15.5 percent and Carisbad's capacity rights in Unit G were reduced from 40.5 percent to 38.5 percent; and WHEREAS, on or about September 14, 1983, the Vista Sanitation District was dissolved, and Vista assumed the District's rights and obligations, including those contained in the Basic Agreement; and WHEREAS, the Parties by written agreement dated December 27, 1983, deleted Unit A and a portion of Unit B from the Joint System and released them to Vista as sole owner with complete responsibility for maintenance thereof; and WHEREAS, on October 24, 1984, the City of Vista and the City of Oceanside entered into an agreement to transfer sewage flow between the agencies; and WHEREAS, on May 22, 1987, a "Letter of Understanding for Upgrading of the Vista/Carisbad Interceptor" was prepared by Carisbad and submitted to Vista designating a "trigger mechanism" to start construction of replacement pipelines on the Vista/Cartsbad Interceptor; and WHEREAS, pursuant to Article 1, Chapter 5, Division 7, Title 1 of the California Government Code, the Parties have entered into a Revised Basic Agreement, as may be amended from time to time, with the other member agencies of the Encina Wastewater Authority for the purpose of operating and maintaining a sewage treatment facility (Unit I) and ocean outfall (Unit J) (the "Revised Basic Agreement"); and WHEREAS, Section 12.1.2 of the Revised Basic Agreement stipulates that the Administrator of the Encina Wastewater Authority shall operate and maintain, at the expense of Vista and Carisbad, the Buena Vista and Agua Hedionda Pumping Stations (formerly Units C and G, respectively, in the Basic Agreement); and WHEREAS, Units B, D, E, F, and H of the Basic Agreement were not incorporated into the Revised Basic Agreement with regard to operation, maintenance, or construction of the Vista/Carisbad Interceptor; and Page 2 2/28/1312/11/12 30 WHEREAS, on June 14. 2011. the Paerties amended the agreement to extend the term until December 31. 2032 with an option to extend it for an additional ten vear period; and WHEREAS, on February 26. 2002. the Parties dooiro to entered into an agreement for ownership, operation, and maintenance of the Vista/Carisbad Interceptor, described herein as VCl through VC16, the Buena Vista Pump Station and the Agua Hedionda Pump Stationr4he location of oaid faoilitioo is as ohown on attaohod Exhibits "A 1", "A-2" and "A3" and incorporated herein bv reference; and WHEREAS, the Parties desire to amend and restate feseind-that Aareement-and roplaoo it with a now Aqrooment to allow Carlsbad to connect a sewer line into VC-1 at Carisbad's sole expense and to allow Vista to sell capacitv to Carisbad into VC-1. and to revise the maintenance responsibilities for VCl .T THEREFORE, THE PARTIES HERETO AGREE TO THE FOLLOWING: SECTION 1. DEFINITIONS For the purposes of this agreement, the following terms shall have the meanings indicated: 1.1 Vista/Carisbad Interceptor. An interceptor sewer pipeline, jointly owned by Vista and Carisbad, beginning at Manhole No. 35 (according to City of Vista Drawing No. 1981, As-Built 2/27/87) located in the City of Qcoansido approximatoly 360 foot oast ofnear the northeasterly City boundary of Carisbad and extending to the Encina Water Pollution Control Facility and includes the Buena Vista Pumping Station and force main and the Agua Hedionda Pumping Station and force main, and any future improvements, and replacements, all as shown on Exhibits "A-1", "A-2" and "A-3". 1.2 Preliminarv Design Report. A report that investigates a proposed improvement or enlargement to the Vista/Carisbad Interceptor and provides information on the need for the improvement or enlargement, a description of facilities, materials, and design criteria, and a detailed cost estimate for the improvements or enlargement including engineering, right-of-way, legal, administrative, construction and inspection, and a tentative schedule for final design and Page 3 2/28/1312/11/12 31 construction. The Preliminary Design Report may be prepared for any component needing upgrading when the peak dry weather flow rate reaches sixty (60) percent of full pipe capacity. 1.3. Administrator. The Administrator shall be the individuals designated to administer the functions of the sewer system for that City. For Vista and Carisbad, the Administrator is each City's City Manager or his/her designated representative. 1.4 Lead Agency. The Party to Project Agreements given responsibility for planning, design, and construction of a given component of the Vista/Carlsbad Interceptor. 1.5 Pipeline Reach. A portion or segment of the Vista/Cartsbad Interceptor sewer. A Pipeline Reach designates a change in pipe capacity or capacity ownership by the Parties. The unit designation contained in the Basic Agreement for Pipeline Reaches and pumping stations is hereby replaced with Pipeline Reaches designated VC1 through VC|16|[RKI], the Buena Vista Pumping Station and the Agua Hedionda Pumping Station, all as shown on Exhibits "A-1", "A-2" and "A-3". 1.6 Inflow and Infiltration. The sewer pipeline shall be maintained to exclude excessive inflow of surface water and infiltration of groundwater through manhole risers, covers and pipeline joints. Allowable infiltration shall not exceed 500 gpd per inch-diameter per mile. 1.7 Wastewater. Wastewater shall be construed to mean domestic sewage, authorized industrial discharges that are in compliance with the Encina Wastewater Authority's Source Control Program, and Inflow/Infiltration. 1.8 Improvement or Enlargement Costs. The cost of land, easements and rights-of-way, engineering, construction management, construction inspection, and construction. 1.9 Proiect Agreement. A separate agreement between Vista and Carisbad which defines the project-specific requirements of each Party, cost sharing for design and construction, the method of cost accounting and the payment schedule for the improvement or enlargement of any portion of the Vista/Carisbad Interceptor. Page 4 2/28/1312/11/12 31 1.10 Sen/ice Area. The Service Area shall be the sanitation sewer area served by the City of Vista or the City of Carisbad. It shall not include the sanitation sewer area of Buena Sanitation District unless approved by the Parties in writing. 1.11 Capacitv. Capacity, as defined herein, shall be construed to be the sewage flowrate that may be conveyed through a pipeline when flowing full and is based on a depth of flow (D) to pipe diameter (d) ratio of one (i.e., D/d = 1.0). SECTION 2. JOINT PARTICIPATION 2.1 Except as provided for in Subsection 2.2 below. Tthe Parties shall participate jointly in the proportions hereinafter specified in the acquisition, construction, ownership, maintenance, operation and use of the Vista/Cartsbad Interceptor, including the parts thereof which may be subsequently acquired or constructed for the improvement or enlargement thereof. Further, the Parties shall pay for such acquisition, construction, ownership, maintenance, operation and use of the Vista/Carisbad Interceptor in the proportions hereinafter shown in Exhibits "B" and C. 2.2 Carisbad shall at its own expense pay for the cost to design. aR4-construct*9n-ef and maintain the connection to VC-1 .IfRKai SECTION 3. CAPACITY RIGHTS 3.1 For the duration of this Agreement, each Party shall own and enjoy the right to use eighty percent (80%) of the Capacity of the Vista/Carisbad Interceptor in the proportions set forth in the table identified as "Vista/Carisbad Interceptor Sewer System - Capacity Rights" which is attached hereto and incorporated herein by reference as Exhibit "B". No Party shall use the Vista/Carlsbad Interceptor, or any part thereof, to a greater percentage of its capacity and shall not in any way grant, encumber, limit or restrict its interest in any part of the Vista/Cartsbad Interceptor, or partition or seek to partition the same or have the use of any part thereof for any purpose other than the disposal of sewage, without the prior written notification of the other Party. Page 5 2/28/1312/11/12 53 3.2 If responsibility for the disposal of the sewage from a particular area regulated by this Agreement is to be transferred from one Party to the other, or a third Party, the capacity service shall be transferred accordingly on the effective date of the transfer of such responsibility, and the charges against the Parties amended to correspond therewith. Any Party proposing such transfer shall notify the other Party in advance of the transfer. No such transfer shall affect the capacity rights or obligations of the Parties in or to the Vista/Carisbad Interceptor until the Parties shall have executed appropriate amendments to this Agreement. 3.3 Tho capacity rights identified herein in Exhibit "B" include the increased capacities that will bo availablo as tho result of tho sowor roplaoomont projoot for Pipolino Roaohos VC6B through VC11A of tho Vista/Carisbad Intercoptor and subject to a separate Project Agroomont as addressed in Sootion 5. 3.4-^Neither Party shall exceed their capacity rights in the Vista/Carisbad Interceptor. In the event a Party temporarily exceeds its capacity rights, it shall reimburse the other party the value of the excess capacity rights used. If the capacity used is one year or less, the value of the capacity used shall be determined on a percentage of the overall O&M Budget unless the Parties agree to transfer its respective percentage of ownership of the Vista/Carisbad Interceptor permanently. SECTION 4. ACQUISITION OF ADDITIONAL CAPACITY 4.1 In the event either Party requires capacity in the Vista/Carisbad Interceptor in excess of the proportionate capacity allocated under this Agreement, and the Vista/Carisbad Interceptor is not being used by the other Party to the full percentage of the total capacity to which they are entitled, the Party requiring additional capacity may lease or purchase such additional capacity from the other Party. Such lease or purchase shall be accomplished by written agreement. 4.2 Vista agrees to sell capacity in Reach VCl to Carlsbad at the percentage listed in the table of "Capacitv Rights", included herein as Exhibit "B". and Carisbad agrees to pay Vista Page 6 2/28/1312/14/12 3V $26.961 4^T82§ for the purchase of this ownership capacitv. Carisbad has not previously held capacity ownership in this line, but now reguires capacitv to accommodate the future Quarry Creek development to be located in the northeast corner of Cartsbad. Historioally. Carlsbad's sowor master plans anticipatod that this area of Carisbad would sewor to Reach VC2. Carisbad's ownership in Reach VCl shall begin at Manhole No. 32 according to Citv of Vista Drawing No. 1981. SECTION 5. RESPONSIBILITIES OF LEAD AGENCY Carisbad shall be the Lead Agency with responsibility for reaches VC2-V(jl6lfRK3i of the Vista/Carisbad Interceptor and Vista shall be the Lead Agency with Responsibility for reach VC1 of the Vista/Carisbad Interceptor, unless agreed upon othenA/ise by a separate Project Agreement; and therefore, Carisbad and Vista shall mutually agree on all recommendations for improvements and enlargements to the Vista/Carisbad Interceptor. A separate Project Agreement shall be prepared and executed by the Parties for all future improvements and enlargements to the Vista/Cartsbad Interceptor and to determine the Lead Agency for the Project Agreement. SECTION 6. IMPROVEMENTS OR ENLARGEMENTS OF THE VISTA/ CARLSBAD INTERCEPTOR 6.1 As deemed necessary, the Parties shall meet to discuss future improvements or enlargements of the Vista/Cartsbad Interceptor. Once it is agreed between the Parties that an improvement or enlargement is necessary, a Preliminary Design Report for the improvement or enlargement of the Vista/Cartsbad Interceptor shall be prepared. Upon completion and acceptance by the Parties of a Preliminary Design Report detailing an improvement or enlargement, a Lead Agency will be designated that will prepare a Project Agreement which will identify the project specific requirements of each Party including the cost sharing of the Preliminary Design Report. Page 7 2/28/1312/11/12 35 6.2 When the Project Agreement has been accepted by the City Council of each Party, the Lead Agency under the Project Agreement shall engage the sen/ices of a consultant or consultants to prepare plans, specifications, and related materials necessary for the acquisition and construction of the improvements or enlargements. The specifications shall contain all appropriate hold harmless clauses, insurance requirements and indemnifications for those agencies affected by the project. 6.3 Upon completion of the plans, specifications, and related materials, their approval by the other Party, the acquisition of the necessary lands and rights-of-way, and at such time as the Parties are prepared to finance their proportionate shares of the acquisition and construction cost, the Lead Agency under the Project Agreement shall advertise for bids for the construction of the improvements or enlargements or such portion thereof as may be hereafter agreed to by the Parties. The decision to accept bids and award the construction contract shall be the sole responsibility of the Lead Agency. The Lead Agency shall cause the work to be inspected, administer the execution of the contract, and approve necessary change orders. 6.4 The Parties may, at their sole cost and expense, enlarge any pipeline reach or pumping station or portion thereof of the Vista/Carisbad Interceptor in which it is the owner of capacity rights and any increased capacity in such pipeline reach or portion resulting from the enlargement shall belong to such Party paying the cost and expense thereof. The enlargement shall be performed in accordance with the requirements of this Section and by separate agreement. SECTION 7. LANDS AND RIGHTS-OF-WAY 7.1 Any land or rights-of-way acquired for the improvement or enlargement of the Vista/Carisbad Interceptor shall be acquired in the name of Carisbad and Vista as ioint tenants tenants in common. 7.2 At such time as the plans specifying the location of the necessary lands and rights- of-way for improvement or enlargement of the Vista/Carisbad Interceptor have been prepared Page 8 2/28/1312/11/13 3^ and approved by the Parties and the respective funds of the Parties are available for the acquisition thereof, the Lead Agency shall proceed to acquire the necessary land and rights-of- way. The Lead Agency shall notify the other Party of the amount to be deposited by the other Party with the Lead Agency to pay its proportionate share of the acquisition costs. The other Party shall deposit its share with the Lead Agency prior to recording acquisition documents. SECTION 8. COST SHARING OF IMPROVEMENTS OR ENLARGEMENTS 8.1 All improvement or enlargement costs of the Vista/Carlsbad Interceptor which are deemed necessary and beneficial to both Parties under any Project Agreement shall be borne and paid by the Parties in proportion to each Party's capacity rights for each Pipeline Reach listed in the table attached as Exhibit "B", except as othenA/ise required by Section 6.4 of this Agreement. Under this section "necessary and beneficial" shall mean those expenses that are necessary for the completion of the improvement or enlargement of the Vista/Carisbad Interceptor and benefit both Parties to the Project Agreement. 8.2 Cost sharing shall be based on percentage of capacity owned after improvements are constructed. SECTION 9. OPERATION AND MAINTENANCE 9.1 Operation and maintenance of the Vista/Carlsbad Interceptor shall include the labor, equipment and materials required for daily operation and routine maintenance. Routine annual maintenance activities typically include visual inspections of all manholes, clearing around manholes, grading and maintaining access roads and replacement of severely corroded or damaged manhole frames and lids. Cleaning and special inspections, such as the inspection of the trestle crossing of the Agua Hedionda Lagoon, will be pertormed every three to five years or as necessary to maintain the intended function of the Vista/Carisbad Interceptor. Cleaning and special inspections shall not be considered to be routine annual maintenance. 9.2 Carisbad shall operate and maintain pipeline reaches VC2-VC|1#BK4] of the Vista/Carlsbad Interceptor and Vista shall operate and maintain pipeline reach VCl as dofinod m Page 9 2/28/1312/11/12 37 Section 1.1-. except for that portion specifically excluded in Section 9.3 below, in good repair and working order in accordance with recognized sound engineering practice. Carlsbad and Vista shall maintain accurate records and accounts in connection with the operation and maintenance of the Vista/Carlsbad Interceptor. These records and accounts shall be available for inspection by Vista the other Party upon request by written notice. 9.3 Operation and maintenance of the Buena Vista and Agua Hedionda Pump Stations and force mains of the Vista/Carisbad Interceptor shall be the responsibility of the Administrator/Operator of the Encina Wastewater Authority as identified in Section 12.1.2 of the Revised Basic Agreement with the Encina Joint Powers Authority, as may be amended from time to time, a copy of which is on file with the Administrator of each Party. Oporation and maintenanco of existing Pipoline Roaches VC1 through VC3 shall bo tho responsibility of Vista until tho pipolino and manholos havo boon rohabilitatod or a roplaoomont pipolino is oonstruotod, finally aoooptod, and operational. SECTION 10. BUDGETING AND ACCOUNTING FOR OPERATION AND MAINTENANCE 10.1 Annual expenses for routine operation and maintenance of the Vista/Carisbad Interceptor shall be based on a rate of $2TOQO-$2.700 per mile of gravity sewer as detailed in Exhibit "C", for a total annual cost of $1^.000$16.200970QQ. Based on the proportionate share of the facilitv each party is responsible for maintaining. Vista shall pay Carlsbad $12.150 per vear and Carlsbad shall pay Vista $675 per year (for base year 2013). An inflation rate egual to the Federal Consumer Price Index (ICPtRKsi) of throo percent (3%) shall be applied annually to these expenses. These expenses, hereinafter referred to as O&M expenses, include the labor, equipment, materials and administration necessary to maintain the daily operation of the Vista/Carisbad Interceptor as identified in Section 9.1. 10.2 Carlsbad and Vista shall share in the operation and maintenance expenses of the Vista/Carisbad Interceptor, except as stated othen^/ise in Section 10.3, based on the Page 10 2/28/1312/11/12 38 approximate ownership of each Party at the mid-point of the sewer. Vista shall be responsible for seventy-five percent (75%) and Carlsbad shall be responsible for twenty-five percent (25%) of all O&M expenses. Annually, on or around July 1 of each year, Cartsbad shall invoice Vista and Vista shall invoice Carisbad for the applicable If share of the operation and maintenance costs identified in Section 10.1 for the forthcoming fiscal year. Special inspections and cleaning, not included as part of routine annual maintenance, will be performed as necessary by Carisbad. Vista, or a qualified contractor, as agreed by both Parties, and invoiced to Vista or Cartsbad on a time and material basis in proportion to the percentage identified herein. 10.3 The budget for the operation and maintenance of the Buena Vista and Agua Hedionda Pump Stations and force mains shall be prepared by the Administrator/Operator of the Encina Wastewater Authority in accordance with the Revised Basic Agreement. Vista shall bo ontitlod to a credit for its oporation and maintonanoo of existing pipoline Roaohos VC1 through VC3 until said rosponsibility is rolinquishod to Carisbad in aooordanoo with the terms of Section 9.3. The annual credit to Vista shall be $3,600 plus (3%) three percent inflation for oaoh subsoquont yoar that thoso roaohos aro maintained by Vista. SECTION 11. EMERGENCY REPAIRS OR RECONSTRUCTION 11.1 Carlsbad shall be allowed to perform emergency repairs or reconstruction for pipeline reaches VC2-VC16 of the Vista/Carlsbad Interceptor, in whole or in part, without prior approval from Vista as necessary to maintain the continuous operation of the system such that the need for repair or reconstruction is necessary to prevent property damage or imminent danger to health and safety. Vista shall be allowed to perform emergency repairs or reconstruction for pipeline reach VC1 of the Vista/Carlsbad Interceptor, in whole or in part, without prior approval from Cartsbad as necessary to maintain the continuous operation of the system such that the need for repair or reconstruction is necessary to prevent propertv damage or imminent danger to health and safety. Page 11 2/28/1312/14/12 3^ 11.2 The Parties shall each pay all costs of reconstruction of the Vista/Carisbad Interceptor, or portion thereof, in the same proportion as the Parties own capacity in the Vista/Cartsbad Interceptor as provided in attached Exhibit "B". SECTION 12. MEASUREMENT OF SEWAGE FLOW/CAPACITY MONITORING Flows in the Vista/Carlsbad Interceptor shall be monitored in accordance with Section 7 of the Revised Basic Agreement with the Encina Joint Powers Authority, as may be amended from time to time. A copy of which is on file with the Administrator of each Party. Additional flow monitoring may be pertormed by either Party as may be needed to monitor the capacity in selected reaches of the interceptor. The Party's proposed flow monitoring program shall be presented to the other Party for their review and approval prior to initiation of the activity. The cost of a temporary flow monitoring program shall be shared by the Parties in proportion to their respective capacity ownership rights identified in Exhibit "B". Either Party may conduct a flow monitoring program at its own expense without prior approval of the other Party. SECTION 13. PROTECTION OF THE VISTA/CARLSBAD INTERCEPTOR/ SOURCE CONTROL 13.1 The Vista/Carisbad Interceptor shall not be used by any Party to this Agreement for any purpose other than the conveyance of wastewater unless mutually agreed to by separate written agreement. 13.2 Each Party to this Agreement shall take reasonable steps to prevent excessive inflow of any surface or storm waters or excessive infiltration of groundwater, as defined by Section 1.6, to be discharged into the Vista/Carisbad Interceptor, either directly or indirectly. When wet weather flow exceeds 160% of the 30-day average maximum day dry weather flow as determined by flow monitoring, an Infiltration and Inflow Study shall be initiated. The Lead Agency shall pertorm all studies on the Vista/Carisbad Interceptor with cost for the study being shared equally between the Parties. Page 12 2/28/1312/14/13 Should the results of the study identify upstream collector or trunk sewers as the source of inflow or infiltration, Each Party shall be responsible for the cost to repair the sewer system within its Service Area to reduce Inflow and Infiltration to acceptable levels. 13.3 No Party to this Agreement shall allow cooling water or other unpolluted industrial wastewater to be discharged directly or indirectly into the Vista/Carlsbad Interceptor without the consent of the Parties to this Agreement and Encina Wastewater Authority. SECTION 14. RULES AND REGULATIONS CONCERNING USE OF SEWERS Each Party shall adopt and enforce ordinances, resolutions, rules and regulations, concerning the type and condition of sewage and waste permitted to be discharged directly or indirectly into the Vista/Carisbad Interceptor and shall prohibit persons and users of every kind and nature, including but not limited to, other public agencies from discharging into such sewers any sewage or waste which would be detrimental to the Vista/Carisbad Interceptor or any part thereof. Such ordinances, resolutions and rules shall comply with the "Pre-Treatment Ordinance for the Encina Wastewater Authority", amended March 28, 2001, as may be amended from time to time. Each Party shall also comply with the applicable statutes, ordinances, rules and regulations of agencies of the United States, State of California, County of San Diego, California Regional Water Qualify Control Board-San Diego Region, the Encina Water Pollution Control Facility, and any city having jurisdiction over the collection, transmission, treatment and disposal of sewage and wastes. SECTION 15. CONNECTION TO VISTA/CARLSBAD INTERCEPTOR Connections to the Vista/Carisbad Interceptor shall be made only at manholes. Only collection or trunk sewer lines may be connected to the Vista/Carlsbad Interceptor or any part thereof, and no Party to this Agreement shall approve or permit the direct connection of any premises to the Vista/Carlsbad Interceptor without issuing advance written notice to the other Party. Page 13 2/28/1312/11/13 SECTION 16. BUDGETING AND ACCOUNTING Each Party shall be strictly accountable for all funds received and shall maintain adequate records of all receipts and disbursements pursuant to this Agreement. In addition, each Party shall maintain such additional records relating to the acquisition, construction, ownership, maintenance, operation and use of the Vista/Carisbad Interceptor as is appropriate. Each of the Parties, with reasonable notice, has the right to inspect and examine the records of the other Party insofar as such records relate to the Vista/Carisbad Interceptor. SECTION 17. INSURANCE Each Party shall maintain for the duration of the Agreement, and any and all amendments, liability insurance against claims for injuries to persons or damage to property which may arise out of or in connection with pertormance of the services of each Party, their agents, representatives, employees or subcontractors. Each Party shall maintain worker's compensation coverage and limits as required by the California Labor Code. SECTION 18. SEWAGE SPILLS Except as othenA/ise provided below, any sewage spill which occurs as a result of an unforeseen condition, and said sewage spill could not have been prevented with normal and routine maintenance, then each Party shall be responsible for the costs for cleanup and payment of any legal fines and expenses incurred in proportion to each Party's Capacity Ownership in the Vista/Cartsbad Interceptor. Any Party, who by its sole negligence or willful misconduct, causes a sewage spill shall be solely responsible for all costs for cleanup and payment of any legal fines and expenses incurred. SECTION 19. HOLD HARMLESS Except for the other Party's sole negligence or willful misconduct, if the Lead Agency constructs any facility, pipeline, or improvement, the other Party, its officers and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting Page 14 2/28/1313/11/13 42. from, any intentional or negligent acts, errors or omissions of the Lead Agency or its agents, employees or representatives in connection with said construction. The Lead Agency shall defend, indemnify, and hold free and harmless the other Party and its officers and employees against any of the foregoing claims, liabilities, penalties or fines, including liabilities or claims by reason of alleged defects in any plans and specifications, and any cost, expense or attorney's fees which are incurred by the other Party on account of any of the foregoing. Where loss occurs from the negligent operation or maintenance of the Lead Agency, the Lead Agency shall indemnify the other agency for all liabilities, lawsuits, and/or fines by Regulatory Agencies incurred therefrom. In addition, where construction work is performed by the Lead Agency, the Lead Agency shall indemnify the other Party for all liabilities arising out of the construction work as a result of negligence, lawsuits, and/or fines by Regulatory Agencies. For purposes of this Sootion, tho Load Agonoy for tho oporation and maintonanoo of existing Pipolino Roaohos VC1 through VC3 shall bo Vista until tho pipolino and manholos havo boon rehabilitated or a replacement pipolino is constructod, finally accepted, and operational. SECTION 20. NOTICE Notice required or permitted under this Agreement shall be provided in writing, either served personally upon or mailed by registered or certified mail to the Administrator of the other Party. SECTION 21. SETTLEMENT OF DISPUTE OR CONTROVERSY 21.1 Should any dispute or controversy arise in connection with the books, records or accounts of any Party to this Agreement or in connection with the acquisition, construction, maintenance, operation, repair, reconstruction or enlargement of the Vista/Carisbad Interceptor or in connection with any of the affairs or operation thereof, or the execution of the term of this Agreement, the Parties shall make reasonable efforts to resolve the dispute. In the event that the Parties are unable to reach a resolution to the dispute, the Parties shall select a disinterested mediator to assist in the resolution of the dispute. Each party shall share equally in the cost of the mediator. Page 15 2/28/1313/11/13 V3 21.2 In the event that the Parties are unable to resolve the dispute with a disinterested mediator, the Parties shall submit to non-binding arbitration. In the event of such election, each Party shall appoint or designate one disinterested person as an arbitrator and said arbitrators so chosen, if an even number shall designate an additional disinterested person to make an odd number of arbitrators and said arbitrators so chosen shall act as a Board of Arbitrators in connection with any such dispute or controversy. The decision of the arbitrators shall be binding unless a Party files a legal action for a trial de-novo. If the Party seeking trial de-novo fails to obtain a judgment better than the arbitrator's decision, that Party shall be liable for all cost, including attorney's fees of the other Party. SECTION 22. MODIFICATION OF AGREEMENT 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 Parties. SECTION 23. SEVERABILITY If any section, subsection, sentence, clause, phrase or work of this Agreement, or the application thereof, to any Party, or to any other person or circumstance is for any reason held invalid, it shall be deemed severable and the validity of the remainder of the Agreement or the application of such provision to the other Parties, or to any other person or circumstance shall not be affected thereby. Each Party hereby declares that it would have entered into this Agreement and each section, subsection, sentence, clause, phrase and work thereof irrespective of the fact that one or more section, subsection, sentence, clause, phrase or word, or the application thereof to any Party or any other person or circumstance be held invalid. SECTION 24. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. Page 16 2/28/1313/11/13 4V SECTION 25. TERM Tho torm of this Agroomont will bo offootivo for a period of twenty (20) years from tho dato first abovo written. Tho Agroomont may bo oxtondod for two (2) additional ton (10) yoar periods or parts thoreof. The Parties will prepare a written amendment indicating tho offoctive dato and length of tho oxtondod Agroomont. The term of this Agreement shall be in effect until December 31.2032. The Agreement may be extended for one (1) additional ten (10) vearperiod or parts therof. The Parties will prepare a written amendment indicating the effective date and length of any extended Agreement. IN WITNESS WHEREOF, each Party hereto has pursuant to resolution duly passed and adopted by its respective governing body this AGREEMENT and caused it to be executed and be effective on the date first above written. CITY OF VISTA, a chartered municipal corporation CITY OF CARLSBAD, a charterod citvmunicipal corporation of the State of California By: Judy Ritter. MavorPatrick Johnson. Citv Manager ATTEST: By: Matt Hall, Mayor ATTEST: By: Marci Kilian, City Clerk By: Lorraine M. WoodBarbara Engleson. City Clerk APPROVED AS TO FORM: Darold Pieper, City Attorney APPROVED AS TO FORM: ICelia A. Brewer. City Attorney By: By: RISK MANAGEMENT REVIEW: Page 17 2/28/1313/14/13 V5 Dolores Gascon, Risk Manager By: Page 18 2/28/1313/11/13 Hip EXHIBIT "A-1" VISTA /CARLSBAD INTERCEPTOR VISTA METERING STATION BUENA VISTA LIFT STATION LEGEND: FORCEMAIN VISTA/CARLSBAD INTERCEPTOR M. H. NUMBERS PER CITY OF VISTA DWG. NO. 1981 NOT TO SCALE PLOTTED BY: SCOTT EVANS PLOT DA7E:1Z/10/r2 PATH:a\UTIUT}E5 DEPARTUENT\DESIGN OWSIW\a<(7H\kfSrA-C4fiZ.S9/W INTERCEPTOR EymT.DWG EXHIBIT "A'2" VISTA I CARLSBAD INTERCEPTOR LEGEND FORCEMAIN VISTA / CARLSBAD INTERCEPTOR PLOTTED BY: SCOTT EVANS PLOT DATE:12/10/t2 PATH:C:\UTVTIES DEPAiiTmi7\DESiGN DIVISION\SHSTH\VSTA-CARLSBAD INTERCEPTOR E)miT.Dt/G EXHIBIT "A-3" VISTA I CARLSBAD INTECEPTOR NOT TO SCALE LEGEND: FORCEMAIN VISTA / CARLSBAD INTERCEPTOR PLOTTED BY: SCOTT EVANS PLOT DATE:1Z/I0/1Z PATH:C:\aT1LmE5 DEPARVtlENT\DE5l(}N OI^ON\5lilt7H\VISTA-CARL5BAD tNTERCEFTOR EmRTDW Hi EXHIBIT "B" VISTA/CARLSBAD INTERCEPTOR SEWER SYSTEM Capacity Rights Capacity Rights Vista Carlsbad Pipeline Reach Pipe Size (inches) Pipe Capacity (mgd) (a) Average Flow (mgd) (a) Percent Capacity (0 Capacity Rights (mgd) Average Flow (mgd) (a) Percent Capacity (0 Capacity Rights (mgd) VC1 36 30.0 10.38 9^67^ 27.372dr 2& 0.370.27 3,42^ 0.93ar7§ VC2 42 34.0 10.38 93.4 31.80 0.73 6.6 2.20 VC3 36 19.5 10.38 89.6 14.50 1.20 10.4 2.00 Buena Vista Pump Sta. 23.1 10.38 89.6 20.70 1.20 10.4 2.40 VC4 (Force Main) 24 23.1 10.38 8.6 20.70 1.20 10.4 2.40 VC5* 42 31.5 10.38 89.6 28.20 1.20 10.4 3.30 VC6* 42 31.5 10.38 81.9 25.80 2.29 18.1 5.70 VC7* 42 31.5 10.38 79.4 25.00 2.39 20.6 6.50 VC8* 42 31.5 10.38 79.4 25.00 2.69 20.6 6.50 VC9* 48 28.5 10.38 79.4 21.50 3.37 24.5 7.00 VC10* 48 28.5 10.38 75.5 21.30 3.51 25.3 7.20 veil 42 20.5 10.38 74.7 14.20 4.65 30.9 6.30 Agua Hedionda Pump Sta. ~ 23.0 10.38 69.1 15.90 4.65 30.9 7.10 VCl 2 (Force Main) 2-18 23.0 10.38 69.1 15.90 4.65 30.9 7.10 VCl 3 42 20.5 10.38 69.1 14.10 4.65 30.9 6.40 VC14 42 20.5 10.38 56.1 11.50 8.11 43.9 9.00 VC15 42 22.8 10.38 56.1 12.80 8.13 43.9 10.00 VC16 54 67.4 10.38 50.2 33.80 10.28 49.8 33.60 a) Pipe capacity is based on a depth of flow (D) to pipe diameter (d) ratio of one (i.e., Did = 1) and Manning's "n" value of 0.013, except where noted with an*, n=0.012 for pvc lined pipe. b) Average flow rates are obtained from the October 1997 Sewer Master Plan Update for the City of Carisbad. The Master Plan Update used a peaking factor of 2.0 for the Vista/Carisbad Interceptor Sewer System. c) The percent capacity for each pipeline reach is based on the ratio of average flow to total flow times 100 percent. So EXHIBIT "C" VISTA/CARLSBAD INTERCEPTOR SEWER Annual Operation & Maintenance Budget Maintenance Cost per mile $2,700 Length of Interceptor Pipeline Maintained by Cartsbad (VC2-16) Cost of Maintenance by Cartsbad 2013 Cost Shanng (75% Vista/25% Cartsbad) approx. 6 miles $16,200 $12,150/$4,050 Length of Interceptor Pipeline Maintained by Vista (VCl) Cost of Maintenance by Vista 2013 Cost Shanng (75% Vista/25% Cartsbad) approx. 1 mile $2,700 $2,025/$675 NOTES: 1. Annual O&M costs do not include special inspections such as the Agua Hedionda Trestle or pipeline cleaning which can be expected to occur every 3-5 years. 2. O&M costs will be increased by the Federal Consumer Price Index (CPI) each year to adjust for inflation. 3. Carlsbad will invoice Vista for Vista's share of the maintenance for VC2-16. 4. Vista will invoice Cartsbad for Carlsbad's share of the maintenance for VCl. 5(