Addendum for Professional Services Agreement for Olympic View Water and Sewer District and Ronald Sewer District and City of Edmonds Interlocal AgreementADDENDUM FOR PROFESSIONAL SERVICES AGREEMENT
Wastewater Treatment, Disposal and Transport
WHEREAS, the City of Mountlake Terrace, Olympic View Water and Sewer District, and
Ronald Sewer District (the "Participants") and the City of Edmonds (the "City"), (collectively the
"Parties"), all municipal corporations of the State of Washington, entered into an underlying
Agreement for wastewater treatment, disposal and transport, for a term of thirty (30) years, from
May 17, 1988 to May 17, 2018; and
WHEREAS, the City has requested that the term set forth in the underlying Agreement be
extended two (2) years to allow time for issues between the Parties to be resolved.
NOW, THEREFORE, in consideration of the mutual benefits accruing, it is agreed by
and among the Parties hereto as follows:
1. The underlying Agreement of May 17, 1988 among the Parties, incorporated by this
reference as fully as if herein set forth, is amended in, but only in, the following respects:
1.1 Term of Agreement: To extend this Agreement to May 17, 2020.
2. In all other respects, the underlying Agreement among the Parties shall remain in full
force and effect, amended as set forth herein, but only as set forth herein.
ate.
DATED this day of May, 2017.
CITE'' OF EDMONDS CITY OF MOUNTLAKE TERRACE
By: By: ,
David O. Earling, Mayor Scott I C 1, Manager
ATTEST/AUTHENTICATED:
By:
. S;j
Scott Passey, City Clerk--*'
ATTEST/AUTHENTICATED:
Virgini• V Olsen, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
By:
Office of the City Attorney Gregory G. 5 brag, City Attorney
Page 1 of 2
ADDENDUM FOR PROFESSIONAL SERVICES AGREEMENT
Wastewater Treatment, Disposal and Transport
OLYMPIC VIEW WATER AND
SEWER DISTRICT
ery ► A.
RONALD SEWER DISTRICT
ATTEST/AUTHENTICATED: ATTEST/AUTHENTICATED:
By: By "
Title: f Title:
APPROVED AS TO FORM:
By:—IW&e4�&
Title: _ ' �GcntG,z
APPROVED AS TO FORM:
Page 2 of 2
ILA
ADDENDUM FOR PROFESSIONAL SERVICES AGREEMENT
Wastewater Treatment, Disposal and Transport
OLYMPIC VIEW WATER AND
SEWER DISTRICT
By:
Title:
ATTEST/AUTHENTICATED:
By:
APPROVED AS TO FORM:
Title:
RONALD SEWER DISTRICT
By: —0�--—J'
Title: r
ATTEST/AUTHENTICATED:
By:
Title; r
APPROVED AS TO FORM:
By; r4z'�
Title; / CAI= %!
Page 2 of 2
ADDENDUM FOR PROFESSIONAL SERVICES AGREEMENT
Wastewater Treatment, Disposal and Transport
OLYMPIC VIEW WATER AND
SEWER DISTRICT
Y
Title � �Y1aC,[1i4•
ATTEST/AUTHENTICATED:
...
rill.,
APPROVED AS TO FORM:
By:
Title:._,. G'e•ny/ Crrw�ce f
RONALD SEWER DISTRICT
Title:
ATTEST/AUTHENTICATED :
APPROVED AS TO FORM:
Title;
Page 2 of 2
'�OfTY CLIZRI<
C'VIC CENTEF?
EDMONDS, WA 98020
May 17, 1988
k1w, z V -0-L. 2 146 PAGE0001
AGREEMENT FOR WASTEWATER TREATMENT,
DISPOSAL AND
TRANSPORT SERVICES
By and Among
THE CITY OF EDMONDS
THE CITY OF MOUNTLAKE TERRACE
ren c-':-,
C2
0LVv'pIC VIEW WATER AND SEWER DISTRICT
chi
N-1
M
AND
RONALD SEWER DISTRICT
May 17, 1988
k1w, z V -0-L. 2 146 PAGE0001
TABLE OF CONTENTS
Page
Section 1
Definitions
3
Section 2
Management of the Project
9
Section 3
Financing of the Project
9
3.1 Cost of the Project
9
3.2 Allocation of Project Costs
10
and Plant Capacity
3.3 Grant Funding
11
3.4 Payment of the Participant's
11
Share of Project Costs
3.5 Bond Issuance
12
Section 4
Upgrading or Expanding the Facilities
13
Section 5
Sewage Treatment
13
5.1 Availability of Capacity
13
5.2 Capacity Limit
14
5.3 Notification of Nearing Capacity Limit
15
5.4 Transfer of Capacity
15
5.4.1 Cost of Capacity Transfer
16
5.4.2 Alternative Costs of Capacity Transfer
16
5.4.3 Sharing in Capacity Transfers
17
5.4.4 Temporary Capacity Transfer
17
5.5 Treatment of Domestic Sewage Only
17
5.6 Sewage Quality
18
5.7 Pre -Treatment Ordinances
18
Section 6
Operation, Treatment and Quality of the
19
VOL. 214 6 PAGE 0 0 0
Facilities and the Participant's
Internal System
6.1 Operation and Maintenance 19
of the Facilities
6.2 Reporting Requirements 20
6.3 The Participant's Internal System 21
6.4 Ballinger Lift Station and Related 23
Facilities
6.5 Joint Use of Collection Systems Owned by One 25
0elf, VOL. 2146PAGE0003
Party.
6.6
Charges and Procedures Related to Joint
25
Sewerage Areas of Olympic View Water and
Sewer District and the City of Edmonds
Section 7 Payment for Maintenance, Operation, and Overhead
26
Costs for the Treatment of Domestic Sewage
7.1
Monthly Payments
26
7.2
Overhead Costs
27
7.3
Standby Maintenance Charge
28
7.4
Facilities Capital Improvements Fund
29
7.5
Participant's Rates and Sources of Payment
30
7.6
City Rates
31
7.7
Books and Accounts
31
Section 8 Oversight
Committee
31
8.1
Establishment of Oversight Committee
31
8.2
Oversight of Construction
32
8.3
Oversight of Operations and Maintenance
32
Section 9 Replacement Standards; Insurance
33
0elf, VOL. 2146PAGE0003
Exhibit C Memorandum of Understanding 40
Exhibit D Equivalent Customer Units Parameters 45
Exhibit E Methodology for Cost Computation Related 46
Capacity Transfer
Exhibit F Service Area Map for 1988 47
Exhibit G Preliminary Project Cost Estimates 48
6)f. _ VOL. 2146PAGE0004
9.1 Replacement and Rehabilitation
33
Standards
9.2 Insurance
33
Section
10
Arbitration
34
Section
11
Successors and Assigns
34
Section
12
Amendment or Modification
34
Section
13
Governing Laws
35
Section
14
Number and Gender
35
Section
15
Notice
35
Section
16
Term
36
Section
17
Memorandum of Understanding
36
Exhibit
A
Allocated Capacity and Percentage Shares
38
Exhibit
B
Operations and Maintenance Costs -- Direct
39
Operations and Maintenance Costs -- Overhead
39
Exhibit C Memorandum of Understanding 40
Exhibit D Equivalent Customer Units Parameters 45
Exhibit E Methodology for Cost Computation Related 46
Capacity Transfer
Exhibit F Service Area Map for 1988 47
Exhibit G Preliminary Project Cost Estimates 48
6)f. _ VOL. 2146PAGE0004
AGREEMENT FOR WASTEWATER TREATMENT, DISPOSAL, AND TRANSPORT SERVICES
THIS AGREEMENT is effective as of the 17th day of May, 1988, by
and among the City of Mountlake Terrace, Olympic View Water and Sewer
District, and Ronald Sewer District (the "Participants"), and the CITY
OF EDMONDS (the "City") (collectively, the "Parties"), all municipal
corporations of the State of Washington.
WHEREAS, the City's wastewater treatment and disposal facilities
(the "Facilities") are being upgraded to meet the discharge limitations
of the City's current National Pollutant Discharge Elimination System
waste discharge permit; and
WHEREAS, the City must improve the Facilities so that they will be
in compliance with applicable federal, state, and local laws and
regulations; and
WHEREAS, the State of Washington has enforced both Federal and
State statutes and in 1985 issued a Compliance Order and a Compliance
Schedule to the City for the construction of secondary treatment
facilities; and
WHEREAS, the City desires to expand the capacity of the Facilities
at the 2nd Avenue and Dayton Street site in order to meet current
domestic wastewater treatment needs of various public entities located
0610 VOL.2146PAGE0005
in or near the City (collectively, the "Participants") and to provide
projected ultimate treatment capacity for the City and the Participants
as defined under "Allocated Capacity;" and
WHEREAS, the Participants wish the City to assume the ownership
and operation of certain transmission, metering, and pumping
facilities, which are used jointly by some or all of the Participants
and the City; and
WHEREAS, the Participant is one of several Participants served by
the Facilities, and the Participant is to equitably share in the
financing of the necessary improvements to the Facilities provided that
the City reserves a portion of the capacity of the improved Facilities
for the treatment of domestic wastewater from the Participant's service
area; and
WHEREAS, The City desires to plan and provide for the long-term.
capital and operational needs of the Facilities, which may include
mandated technological and regulatory changes and increased capacity
and space demands; and
WHEREAS the Participants desire to be kept informed prior to and
during the construction of improvements; to provide for a method of
overseeing construction, operation, maintenance, and expansion of the
facilities; and to provide a procedure for reviewing and commenting
upon the Treatment Plant annual budgets; and
VOL.2146ME0006
WHEREAS, the City and the Participants desire to provide for an
integrated Industrial Pretreatment program within their respective
service areas as required by DOE and/or EPA; and
WHEREAS, The City and the Participants executed a Memorandum of
Understanding in 1987 setting forth a number of principles and
expressing their intent to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises provided for herein, the Parties hereto for themselves, their
assigns and successors in interest, agree as follows:
Section 1. Definitions. For the purpose of this Agreement,
the following words shall have the following meanings unless another
meaning is clearly intended:
1.1. "AADF" means annual average daily flow, and shall mean
the total flow of domestic sewage in millions of gallons during a full
calendar year divided by the number of days in such year, expressed in
1.2. "Allocated Capacity of Domestic Sewage" means the
maximum annual average daily flow (AADF) of Domestic Sewage that the
Participant is authorized by this Agreement to transmit to the
Facilities, measured in volume. Volume shall be measured by metered
Domestic Sewage flow expressed in MGDs of AADF. A substitute for
direct metering
is
to be
used where co -mingled flows for small
`
��
_ 3 - VOL. 2146PA6E000'7
numbers of users (under approximately 100 ECU's) described in Section
6.5 make direct measurement impractical.
1.3. "Capacity Limit" means the preceding 12 month AADF
of any Party when it equals the Party's Allocated Capacity of Domestic
Sewage.
1.4. "City" means the City of Edmonds or its successor.
1.5. "Customer" means a "single family residence" and/or an
"equivalent customer unit" (ECU), as defined below.
1.6. "DOE" means the Washington State Department of
Ecology, or its successor.
1.7. "Domestic Sewage" means sanitary wastes normally
collected from residential establishments, and shall include co v ercial
and industrial wastes of similar strength or quality, and other
commercial and/or industrial wastes that are pre-treated in accordance
with City and/or Participant requirements meeting DOE and EPA
guidelines. Domestic Sewage shall exclude ground water, storm water,
drain water and industrial wastes not pre-treated in accordance with
City and/Participant requirements meeting DOE and EPA guidelines.
1.8. "EPA" means the United States Environmental Protection
Agency, or its successor.
1� _ 4 _ VOL. 2146PAGE0008
1.9. "FO�ivalent Customer" Unit or "ECU" is a measure
applied to a user of the sewerage system other than "single family
residence." The number of Equivalent Customer Units assigned to any
such user (for example, an apartment house, motel, school, hospital,
nursing hcme, and any other public or commercial establishment) shall
be the numerical ratio of the monthly volume of wastewater contributed
by such user to the monthly volume of wastewater contributed by a
typical single family residence. To serve as a practicable basis for
computing the number of ECU's contributing into the joint sewerage
system -- when and if such a computation is necessary or desirable to
either augment or replace a direct flow measurement -- a list of users
and the corresponding "equivalent customer" ratings is attached in
Exhibit D, and incorporated herein by reference.
1.10. ."Facilities" means the City's wastewater treatment
facilities as described in the City of Edmonds Engineering Report,
dated September, 1986, as amended, and includes the effluent
transmission pipe used by all Participants (Edmonds Way Trunk), the
outfall, the diffuser, and, upon the completion of the Project, the
Improvements.
1.11. "Flow" means the volume of sewage per unit of time.
1.12."Improvements" means those improvements to the
Facilities described in the City of Edmonds Facilities Plan, dated
January, 1988, as amended, or engineering plans and specifications
approved by DOE, EPA, and the City, all of which are incorporated
herein by this reference, and approved change orders carried out in
ft
OU K) UA4 3 5 uo�.2146PAGE0009
- -
accordance with the construction of the facilities required under this
Agreement.
1.13. "Influent Point" means the point at which each
Participant's Internal System connects to the Facilities.
1.14. "Internal System" means all sewer lines, pump stations
and other sewer facilities upstream from the Influent Point owned and
operated by each Participant, respectively.
1.15. "M®" means million gallons per day, referring to a
rate of sewage flow.
1.16. "Maintenance and ration Costs" means all direct
costs and expenses incurred by the City in transporting and treating
Domestic Sewage through the Facilities, maintaining those Facilities,
and administering a joint Industrial Pre -Treatment program.
Maintenance and Operation costs are described in Exhibit B, attached
hereto and incorporated herein by this reference .
1.17. "Memorandum of Understanding" means the agreement of
that name between the City and the Participants executed in September,
October and November, 1987, attached as Exhibit C and incorporated
herein by reference.
1.18. "Monthly Maximum Flow" means the total flow of sewage
in millions
of
gallons
divided by the
total number of days in that
rill:6
VOL. 2146PAGE001 0
month during which the greatest volume of flow occurs, in any given
calendar year, and is expressed in MGD.
1.19. "NPDES Permit" means a National Pollutant Discharge
Elimination Permit" granted to the City or to the Participant, as
applicable, pursuant to chapter 90.48 RCW and the Federal Water
Pollution Control Act, as amended.
1.20. . . "Other Facilities" means facilities other than the
Treatment Plant, the outfall and diffuser, and the Edmonds Way Trunk,
which are used by the City and one or more Participants to transmit,
measure, and pump sewage.
1.21. "Overhead Costs" means the City's general
administrative, supervisory, and other indirect costs related to the
operation and maintenance of the Facilities and Other Facilities.
Overhead Costs shall be computed by the "step down" method. Overhead
costs are described in Exhibit B, attached hereto and by reference
incorporated herein.
1.22. "Oversight Committee" means the committee of that name
established in Section 8 of this Agreement.
1.23. "Parties" means the City and the Participants.
1.24. "Participant's Jurisdiction" means the service area
within which
the Participant is
responsible
for providing wastewater
ti OF,
- -
VOL. 21 46PAGE0011
collection services, depicted on Exhibit F, attached hereto and by this
reference incorporated herein.
1.25. "Project" means the Improvements and activities needed
to implement it.
1.26. "Project Cost" means (1) the cost of preparing the
planning studies and engineering plans and specifications for the
Improvements; (2) the amounts paid to contractors for work performed
under contracts for construction, installation and inspection of the
Improvements; (3) the recorded pay and expenses of employees of the
City directly related to the design, construction, installation and
inspection of the Improvements, but not including any general City
overhead; (4) the cost of materials, equipment and supplies directly
related to the Improvements; (5) the cost of acquiring and condemning
land, easements and rights-of-way for or related to the Improvements;
(6) the cost of legal, engineering and other professional services
related to the financing, planning, acquisition, construction,
installation and inspection of the Improvements and to the resolving of
any disputes or lawsuits related thereto, provided, however, that these
costs are attributed to the project as a whole and not to the City's
separate share; (7) the cost of obtaining necessary permits and
franchises' (8) the cost of any reasonable expenses incurred by the
City to mitigate the impact of the Facilities at the Dayton Street site
upon the immediately surrounding neighborhood, including but not
limited to expenses for landscaping, buffering, limited concealment of
secondary clarifiers and street interfaces; (9) the cost of vacant land
s — VOL. 2146 PAGEOOY
purchased by the City in 1984 for expansion of the secondary treatment
plant -- a sum of $137,462.06; and (10) other costs reasonably related
to the planning, design, project administration, construction
management, and general project management for the Improvements.
1.27. "Single Family Residence" means one structure, all
connected and under the same roof, located on a lot or tract of real
property having a separate and individual property description, with no
other structure used for human occupancy located on that tract or lot,
and which structure is used as a single family dwelling.
Section 2. Management of the Project. The City shall, to the
best of its ability, administer the planning, design, acquisition,
construction and construction management of the Improvements and pay
for the Project Cost thereof in accordance with the terms of this
Agreement. The City shall use its best efforts to obtain permits and
approvals necessary for construction, installation and inspection of
the Improvements, and to secure grants from available sources.
Section 3. Financing of the Project.
3. 1. Cost of the Project. The approximate Project Cost
is estimated to be $39,500,000 . The exact cost of the Project will
be determined by the City, acting reasonably, after construction,
installation and acceptance of the Improvements. Should all bids or
the contract price plus the total amount of all change orders exceed
the estimated Project Cost, a bid award or any change order causing the
0 O{ _ 9- voL. 214 f PAGE O O 13
estimated Project Cost to be exceeded shall be voted on by the Council
of the City only after meaningful consultation with the legislative
authority of each Participant, at a joint meeting to be called by the
City.
The City has entered into a Design Grant Agreement with the State
for a maximum of $1.5 million. The City also expects to receive a
grant and/or loan from either the State or the Federal Government in an
amount equal to approximately 50% of eligible costs as defined by the
respective programs. The City shall use its best efforts to obtain
these grants. Interest earnings the City is permitted to retain on
grant and loan proceeds shall be applied to the Project Cost and shall
be treated as grant proceeds for the purpose of this Agreement.
3. 2. Allocation of Project Cost and Plant Ca cit .
Part of the Project Cost may be financed from grants and/or loans. The
remaining Project Cost shall be paid for by the City and the
Participants in the proportionate shares of their respective Allocated
Capacities of Domestic Sewage as follows:
Allocated
Capacity
Of Domestic Project Cost
Party
Sewage
(AADF)
Contribution %
Edmonds*
4.609
MGD
50.787%
Mountlake Terrace
2.103
MGD
23.1740
Olympic View Water District
1.502
MGD
16.5510
Ronald Sewer District
0.861
MGD
9.488%
VOL,
2146PAGE0014
TOTAL: 9.075 100.000%
* Edmonds share includes separately contracted capacity for
approximately 70 connections in the Town of Woodway, and separately
contracted capacity for approximately 200 connections for Lynnwood.
3. 3. Grant Funding. The total amount of grant and/or
loan proceeds, including any earned interest, available for the
Project, whether received in a lump sum or in installments over a
period of time, or through a reduced interest rate loan program, shall
be applied toward the reduction of the total Project Cost to be
allocated among the Participants as described above.
3. 4. Payment of the Participant's Share of Project
Costs. Commencing November 2, 1987, each Participant shall pay to the
City its proportionate share of previous eligible Project Costs paid by
the City. Subsequently, the City shall suhni.t to each Participant
monthly invoices for eligible Project Cost and each Participant shall
make every effort to make expeditious payment on the next available
disbursement cycle. Documentation provided by the City in support of
the preliminary Project Cost amounts shall be similar to documentation
required for grant reimbursement. In the event that a Participant's
payment is received more than 45 days after receipt of City's bill, the
City shall be entitled to a late payment surcharge equal to the
interest which the payment would have earned for the period in excess
VOL: 2146PAGE OO1S
- 11 -
of 45 days, based on an interest rate typically used for municipal
investing purposes.
The Participant shall have the option to pay the balance of
its share of the Project Costs in one lump sum on or before the date of
the City's issuance of revenue bonds or notes (whichever occurs first),
or in monthly payments during the design, construction and installation
of the Improvements pursuant to monthly invoices of the City. The
Participant's lump sum payment shall be by check, draft or wire
transfer in immediately available funds and shall be placed in an
escrow account and withdrawn at such tins and in such amounts as are
determined by the City to be necessary to meet the obligations of the
contract for construction and installation of the Improvements. All
interest accumulated in an escrow account established in the City
Treasury for each Participant shall be returned to the Participant or
at the Participant's direction shall be applied to Participant's share
of the Project Cost. If the Project Cost exceeds or is less than the
estimate set forth in Section 3.1, the City shall at reasonable times
and upon reasonable notice in writing assess or refund to the
Participant for its share of that difference, and the Participant shall
pay those assessments, if any, subject to the provisions of Section 3.1.
3. 5. Bond Issuance. The City and each Participant each
retain its rights to issue bonds and other obligations in accordance
with applicable law, but shall not act in such a manner as to impair
the rights of the holders or owners of bonds issued by any other Party.
- 12 - VOL. 2146PAGE0016
Section 4. Upgrading or Expanding the Facilities. If the
City is further required by applicable laws or regulations to upgrade
or expand the Facilities to provide a higher level of wastewater
treatment or to modify the methods and/or locations of wastewater
discharge, each Participant shall, if it desires to continue
discharging Domestic Sewage into the Facilities, pay the Participant's
proportionate share as set forth above of the cost of constructing such
additional improvements and/or adding needed equipment, and acquiring
land, whether by purchase or lease. The City may require the
Participant to make payments on the same basis as the Project Costs.
The City and each Participant shall seek opportunities to minimize or
avoid the cost of additional improvments through mutually agreeable
modifications in the quantity and quality of Domestic Sewage discharge
by the Participant. In lieu of paying for its share of the cost of
constructing such additional improvements, any Participant may at its
discretion discontinue discharge of Domestic Sewage into the
Facilities, and then pay only those charges described in 7.3 of this
Agreement.
Section 5. Sewage Treatment.
5. 1. Availability of Capacity. Until approximately April,
1991, when the City is scheduled to complete the Improvements, the City
shall receive, transport and treat by mans of the existing Facilities
the domestic sewage discharged by each Participant up to the limits
permitted by EPA and DOE. Upon completion of the Improvements, the
City shall receive, transport and treat by means -of the Facilities the
13 - VOL. 2146PAGE0017
Domestic Sewage discharged by the Participant up to the Participant's
Allocated Capacity of Domestic Sewage. Unless otherwise provided in
this Agreement (and/or in other agreements between Participants), a
Participant shall not serve customers in another Participant's service
area, subject to applicable laws and regulations. The City will
provide this quantity of Allocated Capacity of Domestic Sewage as long
as the Participant shall require it, barring events and circumstances
which are beyond the City's control. However, this Agreement creates
no obligation by the City beyond the term of this Agreement.
5. 2. Capacity Limit. After construction of the
Improvements, no Party may discharge into the Facilities any Domestic
Sewage in amounts greater than its Allocated Capacity of Domestic
Sewage, and the City may refuse to accept and treat any amounts in
excess of any Party's Allocated Capacity of Domestic Sewage. If the
City determines that the amount of the Party's Domestic Sewage is in
excess of the Party's Allocated Capacity of Domestic Sewage, the Party
shall pay, in addition to its ordinary charges described in Section
7.1, any extraordinary costs incurred by the City to treat the excess
Domestic Sewage, as well as costs related to capital costs to treat and
transport the excess capacity. Capital costs for treating sewage flows
beyond the Capacity Limit or the Allocated Capacity of Domestic Sewage
without prior arrangements such as described below, shall be charged
according to the methodologies described in Section 5.4 on Transfers of
Capacity, and shall be credited to each Party based on its Allocated
Capacity of Domestic Sewage. The City shall account to any Party for
its extraordinary costs. Any extraordinary costs collected by the City
+hi:+,1 i - 14 - V0L. 246PAGE0018
from the Party shall be credited to the total Operation and Maintenance
cost prior to apportionment of M & O costs to the other Parties that
are within their respective Allocated Capacities of Domestic Sewage.
The City's acceptance of excess amounts on any occasion or occasions
shall not bind the City to accept excess Domestic Sewage amounts on any
other occasion. When the AADF of the Party reaches 85 percent of the
Party's Allocated Capacity of Domestic Sewage, the Party shall commence
planning for treatment of its domestic sewage beyond its Allocated
Capacity of Domestic Sewage.
5. 3. Notification of Nearing Capacity Limit When any
Participant's flow reaches 85 percent of its Capacity Limit, the City
shall notify it in writing. The Participant shall commence the
preparation of plans to use its remaining Allocated Capacity and to
provide for additional capacity beyond the Capacity Limit. The
Participant shall be responsible for providing the City with
information on proposed development which would increase its flows.
5. 4. Transfer of Capacity. If a Party desires to
discharge greater amounts of Domestic Sewage into the Facilities than
are allocated as set forth herein, it may request to purchase that
additional capacity from any other Party with purchased capacity in the
Facilities. If a Party determines that its Allocated Capacity of
Domestic Sewage is excessive it may offer to sell such excess capacity
to any other Participant. For the purposes of this Section 5 only, the
Town of Woodway shall be considered a Party and shall be given the
IR,0 - 15 - VOL. 2146PAGE 0019
opportunity to purchase capacity in the future. It is fully recognized
by the City and the Participants that no Party is obligated in any way
to transfer capacity -- temporary or permanent -- to any other Party.
The willingness of any Party to enter into a transfer arrangement and
the terms of such arrangement shall not be subject to review by the
Oversight Committee or to arbitration.
The City shall be notified of all pending and final transfers of
capacity and of all terms of such transfers in writing, and shall make
this information available to all Participants.
5.4.1. Cost of Capacity_ Transfer. The cost of
transferring such capacity shall be determined by the Future Value
method which is based on the principle that the capacity purchaser
should reimburse the capacity seller for all previous payments which
the seller has made for the transferred capacity, and for the
compounded costs of such payments as defined by an interest rate which
the City or the Participant could have expected to receive by investing
these payments. The interest rate shall be set by the capacity seller
and shall be consistent with generally accepted public accounting
principles. Exhibit E, attached and incorporated herein by reference,
describes the methodology that would be used to derive the capacity
transfer price at any future year.
5.4.2. Alternative Costs of Capaci:ty CapacityTransfer. Any twD
Participants, or any Participant and the City, may agree to different
terms than
those described above
and in the methodology in Exhibit E.
'59
16 VOL. 2146 PAGE 0020
-
5.4.3. Sharing in Capacity Transfers. In the event that
any two participants have agreed to a transfer of capacity on either
cost basis above, the other Participants shall be given the
opportunity to participate in the transfer if they agree to the
transfer costs, and if sufficient capacity is available.
5.4.4. Tem racy Capacity Transfers. Temporary capacity
transfers will be permitted, for a period not exceeding five years,
from any Party having excess capacity to any Party needing capacity on
the basis of any terms negotiated between those Parties. The
Participants agreeing to a temporary capacity transfer shall notify the
City of the terms of their arrangement, which shall include a plan for
ending the temporary transfer by demonstrating how permanent provisions
are to be made. In no event may the the total Allocated Capacity of
Domestic Sewage of the Parties after the transfer exceed the Allocated
Capacity of Domestic Sewage of the Parties before the transfer.
5. 5. Treatment of Domestic Sewage Only. No Party shall
discharge into the Facilities any wastewater other than Domestic
Sewage. The City is obligated to treat only Domestic Sewage and may
reject all other forms of wastewater. The City may refuse to transport
and treat Domestic Sewage from those portions of any Participant's
sewage collection system which do not conform to DOE and/or EPA
standards for Domestic Sewage.
��.- l7 - VOL. 2146PAGE0021
5. 6. Sewage Quality. While there has historically been,
and continues to be, a presumption that each Participant's and the
City's sewage flows are predominantly domestic residential flows with
reasonable, and approximately equivalent, levels of Biological Oxygen
Demand (BOD) and Suspended Solids (SS) levels, the Participants and
the City shall be willing to address any changes in such
presumptions. The Participants and the City shall cooperate to
develop, as needed, ordinances and programs to mitigate BOD and SS
levels which are higher than acceptable norms, as determined by either
regulatory requirements or by generally accepted environmental
practices. The costs of such programs, if and when undertaken, shall
be directly applied to Parties responsible for the discharge of
nonconforming wastewater and, unlike general Maintenance and Operation
costs, shall not be based on overall sewage flow levels of the City and
the Participant.
5. 7. Pre -Treatment Ordinances. If and when required to
do so by EPA or DOE, or other applicable regulations and agreements,
all the Parties shall adopt a Pre -Treatment Ordinance (or Resolution
as may be appropriate) meeting all Federal and/or State requirements.
The City shall be responsible for the administration and operation of a
pre-treatment program, if and when mandated. Administration and
operation shall include, but not be limited to, developing procedures,
forms, and instructions; categorizing dischargers; records keeping;
compliance tracking; establishment of annual limits; sampling, testing,
and monitoring; preparation of control documents; and preparation of
permits. Each Participant shall be responsible within its jurisdiction
- 18 -
VOL. 216PAGE0022
for identification of dischargers, issuance of control documents,
issuance of permits, and enforcement of compliance, and collection of
any special fees, penalties, or other associated extraordinary
charges. All City costs shall be included in the direct costs of
Operation and Maintenance of the treatment plant. All the costs
relating to the responsibilities of each Participant shall be absorbed
by the Participant.
Section 6. Operation, Treatment and Quality of the Facilities
and the Partici is Internal System.
6. 1'. Operation and Maintenance of the Facilities. The
City shall own and shall be responsible for the operation and
maintenance of the Facilities, both before and after construction of
the Improvements, subject to the terms of this Agreement. The
Facilities shall be operated and maintained in accordance with high
engineering standards, and the standards established by the EPA, the
DOE, the Washington State Department of Social and Health Services and
other federal, state and local agencies. The quantity of Domestic
Sewage discharged by a Participant into the Facilities shall be metered
at the Influent Point, with the exception of co -mingled flows which
will be accounted for by other generally accepted methods using either
Equivalent Customer Units, directly measured water flows for winter
months, or other methods approved by the Oversight Committee. The
meter that measures the Participant's discharge of Domestic Sewage into
the Facilities shall be calibrated by the City at least once each
VoL.2146PAGE0023
- 19 -
r
calendar year with the presence of any Participant that so desires, and
may be inspected by either Party at the expense of such party at any
time upon reasonable notice to the other. The City will continue to
monitor other relevant variables such as water consumption by each
Participant, rainfall, and other suitable variables, which will be used
to provide redundancy for failed meters and an alternative method to
check the validity and accuracy of the meter readings. The City and
the Participants shall commission a separate engineering study to
evaluate metering devices and practices so as to be able to install and
properly operate the most suitable measurement and recording devices
for the City's and the Participants' needs.
6. 2. Reporting Requirements. Each Participant shall
provide the City with monthly reports of the number of sewer
connections. The City shall monthly read, record and report the amount
of measured Domestic Sewage, measured in MGD, discharged into the
Facilities, accounted for by Participant. If a Participant is notified
that it has reached 85 percent of its Capacity Limit, the Participant
shall at least once every calendar quarter thereafter advise the City
in writing of any governmental or private actions that will affect the
volume and quality of the Participant's Domestic Sewage flow, including
but not limited to the issuance of building permits, sewer permits,
water permits and plat approvals, the adoption of land use and zoning
ordinances or amendments thereto, and the execution of developer
extension contracts.
.. - 20 - VOL. 2146PAGE0024
The City shall periodically inspect its Facilities and the
Participant shall periodically inspect its Internal System to ensure
adherence to applicable standards and to minimize infiltration,
exfiltration and deposits of rock or other debris. During construction
of the Improvements and thereafter, the City and any Participant at any
reasonable time may inspect the Internal System and the Facilities.
6. 3. The Participants' Internal System. Each Participant
shall operate and maintain its Internal System at its sole expense,
including all of its facilities as required to maintain the volume and
quality of Domestic Sewage within the limits set forth in this
Agreement. Each Participant shall observe the highest practicable
standards and practices in the construction, operation, and maintenance
of its Internal System with particular attention to the following: (a)
minimizing entry into the sewerage system of groundwater and/or surface
water (I/I - infiltration and inflow); maintaining a favorable
character and quality of Domestic Sewage in accordance with the
standards set forth in Section 5.6, (b) eliminating septicity and
objectionable odors, entry of petroleum wastes or other chemicals
and/or wastes detrimental to sewer lines, pumping stations, the
Facilities, and the waters of Puget Sound; and (c) maintaining an
efficient and economical utility operation, while achieving optimum
pollution and environmental control. Each Participant shall prevent,
except for unusual circumstances to be reviewed and reconanended by the
Oversight Committee, the connection of any storm or drainage facilities
to its Internal System.
`. c _ 21— von. 2146PAGE0025
The City shall give written notice to the Participant of any
condition within the Participant's Internal System that violates this
Agreement or applicable laws, regulations or permits. If the
Participant does not correct such condition within a reasonable time
after the City gives written notice thereof, the Participant shall pay
to the City any reasonable and necessary costs and expenses incurred by
the City in connection with such condition. If the Participant
discharges into the Facilities any solids, liquids, gases, toxic
substances or other substances which the City reasonably believes is
causing or will cause damage to the Facilities, or is creating a public
nuisance or a hazard to life or property, the Participant shall either
discontinue the discharge of such substances or pay for the costs of
modifying the Facilities so that they are capable of satisfactorily
handling such substances. Because substandard conditions of Domestic
Sewage may cause serious damage to the Facilities, the Participant
shall comply with any City order regarding the composition of Domestic
Sewage, and after compliance may thereafter cause to be arbitrated the
reasonableness of that order in accordance with Section 10.
The Parties shall cooperate with each other to determine the
source of possible violations of applicable law, regulations and
permits (including applicable NPDES Permits). In the event the City is
fined or otherwise penalized by local, State, or Federal agencies for
failure to operate or maintain the Facilities in accordance with the
requirements of the agencies, and it is demonstrated to the
satisfaction of the City that such failure is due in whole or in part
to the Participant's discharge of Domestic Sewage in violation of this
Agreement, then the Participant shall pay its allocable share (as
- VOL. 2146PAGE0026
22
determined by the parties or by an arbitrator in accordance with
Section 10) of the costs of such fines or penalties, including its
share of the associated administrative, legal and engineering costs
incurred by the City in connection with the fines or penalties.'
6. 4. Ballinger Lift Station and Related Facilities. The
City, at its convenience, but no later than one year after completion
of the Treatment Plant Project, shall assume ownership and operational
responsibility for the Ballinger Lift Station and related meters and
sewer mains from the City of Mountlake Terrace. If found necessary on
the basis of the City's evaluation and at the City's discretion, these
facilities shall then be upgraded to conform with City standards and
needs, with capital cost participation by Mountlake Terrace and Ronald
Sewer District based on capacity and with each of those Participants
paying its share of the capital costs at the time of construction.
Operation and Maintenance costs will be allocated to each Participant
annually on the basis of AADF.
The City shall have the option of transferring the
responsibility for the flows currently transported through the
Ballinger Lift Station to the Municipality of Metropolitan Seattle
("Metro") in the event that a sewage exchange for Metro Richmond Beach
flows is implemented. In the event of such a flow transfer, and the
construction of various facilities needed to implement the Metro
transfer, the City, Mountlake Terrace, and Ronald Sewer District would
retain the responsibility of all capital and Maintenance and Operation
Costs, including possible demolition of the existing lift station, on
�. _ - 23 - VOL. 214 f PAGE 0 Q 2'7
the basis of proportionate share of annual flow through the Metro
transfer facilities. Under the Metro option the City would still
retain the responsibilities related to the transport and treatment of
the domestic sewage that currently flows through the Ballinger Lift
Station, including, but not limited to, planning, preliminary and final
engineering, metering, recording, accounting and reporting. The
assumption by the City of the Ballinger Lift Station -- either through
the City's ownership and operation, or through transfer to Metro --
shall include a provision for honoring the existing agreement between
Mountlake Terrace and Lynnwood for emergency overflow to the west trunk
sewer with payment to the City via Mountlake Terrace by method that
will protect the parties' purchased capacity at the Facilities. Also
as part of this section, Mountlake Terrace shall have the right to
close out its existing remaining debt service obligation to the City
for existing facilities, because this remaining obligation is
relatively small and has a very brief remaining period.
The Parties to this Section 6.4 shall cooperate to the extent
necessary to facilitate the sewage transfer between the City and Metro,
recognizing that the construction of these facilities may include scene
temporary flow diversions, construction impacts, and other impacts
which may not totally be anticipated at this time. It is recognized
that the costs of the Ballinger Lift Station and the related facilities
for implementing a Metro transfer are only participated in by the City,
Mountlake Terrace, and Ronald Sewer District.
�- - 24 - VOL. 2146PAGE0028
6. 5. Joint Use of Collection Systems Owned by One Party.
It is recognized by the Parties that at present certain Parties
discharge sewage into a collection and transmission system which is
part of the Internal System of another Party. Furthermore, in the
future one Party may wish to use parts of the Internal System of
another Party as a practical means of transporting sewage. The joint
use areas are shown on the Service Area maps in Exhibit F.
The joint usage of such facilities shall be agreed to by both
the discharging Party and the Party that owns these facilities. The
discharging Party's volume of flow shall not be counted in the
calculation of the facility owner's volume of Allocated Capacity of
Domestic Sewage.
6. 6. Char s and Procedures Related to Joint Sewerage
Areas of Olympic View Water and Sewer District and the City of
Edmonds. The joint areas of these two Participants are shown in
Exhibit F. The discharging Participant shall be responsible for all
charges collected by the City for the transmission and treatment of the
Domestic Sewage discharged into the joint facility, including all the
costs contained in this Agreement , if applicable. The Participant
owning the facility shall be reimbursed by the discharging Participant
at the owning Participant's current rates for all costs related to the
jointly used collection facility including Maintenance and Operation
costs and General Facility Fees (also known as connection charges)
related to this facility only. The discharging Participant shall be
responsible for the billing of the discharging customer and for
reimbursing the facility owner for its costs relating to the shared
A
VOL. 214 6FAGEO 029
�r �,o 3
25 -
facility. Sewer permits and inspections shall be provided by the
discharger's Participant and such Participant shall provide the
facility owner with a copy of the side sewer card and inspection report
within 30 days after the final inspection. Should a jointly used
Internal System require either capacity expansion or other capital
improvements, the terms of funding such improvements shall be
negotiated between the facility owner and the discharger's Participant.
Section 7. Payment for Maintenance, Operation, and Overhead
Costs for the Treatment of Domestic sewage.
7. 1. Monthly Pa ts. Com►iencing as soon as practicably
possible after the execution of this Agreement, the Participant
shall make monthly payments to the City for the transportation and
treatment of each Participant's Domestic Sewage. The monthly payments
shall consist of one twelfth of the Participant's proportionate share
of the Maintenance and Operation Costs and Overhead Costs adopted in
the annual budget of the City for the Facilities. Each Participant's
percentage share of the total annual Maintenance and Operation Costs
and Overhead Costs shall be determined by dividing the AADF of the
Participant for the calendar year preceding the budget year by the sum
of the AADF of the Participants and the City for the calendar year
preceding the budget year. If the total amount paid by the Participant
during any calendar year is different from the amount due and owing for
the calendar year based on actual AADF and Maintenance and Operation
Costs and Overhead Costs, a final adjusting bill or payment shall be
made by the City by April 1 of the subsequent year with the adjustment
± $ - a6 - VOL. 2146PAGE 0030
being paid or credited in 6 equal monthly installments. The estimated
current monthly payments shall be computed on the basis of the
following formula:
Allocation = (Most recent July -July flow o) X (Adopted O&M Budget)/12
Note: for the purposes of this Agreement the O & M Budget shall
include the Overhead costs as well as direct costs.
The City shall provide the Participants with a full
accounting of all flows for each calendar year as well as a separate
summary of the actual Maintenance and Operation Costs incurred during
the previous calendar year. The flows and costs will include both the
Facilities and the Other Facilities, and shall be provided at the
earliest time possible during the calendar year, and no later than
March 1, barring unforeseen circumstances.
Each Participant's monthly payments shall be due at the
earliest date depending on the Participant's accounts payable cycle.
In the event that the Participant's payment is received more than 45
days after receipt of City's bill, the City shall be entitled to a late
payment surcharge equal to the interest which the payment would have
earned for the period in excess of 45 days, based on an interest rate
typically used for municipal investing purposes.
7. 2. Overhead Costs. In addition to the direct
Maintenance and Operation costs described in Appendix B, each
Participant will pay an Overhead Cost equal to 10 percent of the direct
Maintenance and Operation Costs allocable to that Participant. The
VOL. 2146PAGE 0031
- 27 -
percentage was computed by the "step-down" allocation method as applied
to the City's general administrative, supervisory, and other indirect
costs related to the operation and maintenance of the Facilities. The
Overhead Cost percentage may be reviewed by the Oversight Committee at
the request of any of the Participants within 3 years of the new plant
start-up, estimated to be April of 1991. Any future review and change
in the percentage shall utilize the "step down" method.
7. 3. Standby Maintenance Charge. Whenever a Participant
discontinues the discharge of Domestic Sewage into the Facilities, or
discharges less than 0.3 MGD of Domestic Sewage into the Facilities for
a period of 30 days or more, the Participant shall pay to the City in
lieu of the monthly charge described above (Section 7.1) until it
regularly discharges more than 0.4 M®, a standby maintenance charge,
which shall be a monthly fee calculated by the City to provide for the
Participant's proportionate share (as defined in Section 3.2) of the
City's fixed (not related to amount of sewage) costs of operating and
maintaining the Facilities in a condition of readiness to accept and
treat Domestic Sewage at the full capacity of the Facilities. The
Participant shall give the City written notice of its intention to
discontinue the discharge of Domestic Sewage (or to reduce its regular
discharge to less than 0.3 MGD) at least 2 months prior to such
discontinuance, and shall give the City 2 months notice of its
intention to commence discharging Domestic Sewage over 0.4 MGD into the
Facilities. Overhead Costs shall be added to this charge.
t �,.. ` - 28 - VOL. 2 1 4 6 PAG E 0 O 3 2
7. 4. Facilities Ca12ital Improvements Fund. The City
shall establish a capital improvements fund to handle future capital
improvements, major replacements, or major repairs not included within
the regular Maintenance and Operation Costs. The amount of the capital
improvements fund shall be initially set at $100,000. Each Participant
shall contribute to the fund in the same ratio as its original
allocated capacity percentage as shown in Exhibit A. Disbursements
from the fund shall be treated as having been made on a pro rata
basis according to the same allocation as contributions to the fund.
Initial assessments to the fund shall be made in equal annual
installments over a period of five years. Subsequent assessments shall
be structured so as to maintain as nearly as possible a $100,000
balance, and shall be phased on the same basis as the original
assessments to the fund. Every five years the nominal amount of the
fund (originally $100,000) shall be increased to reflect inflationary
cost increases, using such commonly accepted indices as the Engineering
News Record (ENR) Construction Index.
The City shall maintain a separate accounting of the fund with any
interest earning accruing and remaining in the fund.
Disbursements from the fund in excess of $30,000 (as adjustable
for inflationary cost increases as described above) shall be approved
by the City Council, only after review and cent by the Oversight
Committee.
The existence of the Capital Improvements Fund and the fact that
expenditures are made therefrom shall not be construed as limiting the
ability of the City to make and allocate to the Participants needed
expenditures on an emergency basis and under the terms of this
.�:.,
29 - V01.2146PA6E0033
--
Agreement when the public safety, health and general welfare, legal and
regulatory requirements or unforseen circumstances require expeditious
action.
Money in the Capital Improvements Fund shall be used only for
future capital improvements, major repairs and major replacements to
the Facilities, and shall not be pledged to or used for payment of any
bonds, notes or obligations of the City or any of the other
Participants. Expenditures from the Fund shall be considered a
Maintenance and Operation Cost as defined in this Agreement and those
expenditures shall be made as directed by the City. For purposes of
cost allocation to Participants, however, these expenditures in the
Maintenance and Operation Costs category will be allocated on the basis
of Allocated Capacity of Domestic Sewage and not on the basis of annual
flow.
7. 5. Partici is Rates and Sources of Pa nt. The
Participant shall pay the charges described in Sections 7.1 through 7.3
out of the revenues of the Participant's Internal System. The
Participant's payments to the City shall be part of the expenses of
maintenance and operation of the Participant's Internal System, prior
and superior to any charge or lien of any revenue bonds issued by the
Participant that are payable from the revenues of its Internal System.
The Participant shall establish rates and collect fees and charges for
sewer service in amounts at least sufficient to pay for (a) the
maintenance and operaton of the Participant's Internal System,
including the Participant's payments to the City, and (b) the principal
F �y.. 30
i - -
of and interest on any and all Participant revenue obligations that
constitute a charge on the revenue of the Participant's Internal System.
7. 6. City Rates. The City shall establish rates and
collect fees for sewer service in amounts at least sufficient to pay
for (a) the maintenance and operation of the City's sewer system,
including its share of the Facilities, and (b) the principal of and
interest on any and all City revenue obligations that constitute a
charge upon the revenues of the City's sewer system.
7. 7. Books and Accounts. The City shall keep full and
complete books of accounts showing the Maintenance and Operation Costs
incurred in connection with the Facilities and the Other Facilities,
and the portion thereof applicable to each of the Participants. The
costs of keeping those books shall be considered to be a Maintenance
and Operation Cost to the City. Audits of the books shall be performed
every three years unless waived by the Oversight Committee, and the
cost shall be considered a direct cost of the Treatment Plant. More
frequent audits, if requested by any Participant, shall be charged to
the Participant(s) making the request.
Section 8. Oversight Committee.
8.1. Establishment of Oversight Committee. There is
hereby established an Oversight Committee for the purpose of (a)
advising the City concerning construction, operation, maintenance and
expansion of the Facilities, (b) giving the Participants the
opportunity to resolve any disagreements that may arise -between' or
- 31- VOL. 2146PAGE0035
among them with respect to the construction, operation, maintenance and
expansion of the Facilities, (c) providing a mechanism for reviewing
construction cost which raise the total Project Cost above $39.5
million, and (d) for the additional purposes described in this
Agreement. The Oversight Committee shall consist of a designated
representative (or designated alternate representative) of each
Participant. Each Participant shall have one vote.
8.2. Oversight of Construction. Prior to and during
construction of the Improvements, the City shall report to the
Oversight Committee at least once each month concerning progress of the
Project. Any increase in the Construction Cost above $39.5 million at
the time of the awarding of the contract for construction of the
Improvements, or at the time construction contract amendments are
requested, shall be reviewed by the Participants in accordance with
Section 3.
8.3. Oversight of Operations and Maintenance. After
acceptance of the Improvements, the Oversight Committee shall meet at
least quarterly, unless, by a vote of at least a majority of the votes
held by the Participants, the Oversight Committee decides to meet less
frequently. At each quarterly meeting of the Oversight Committee, the
City shall report to the other Participants concerning the operation
and maintenance of the Facilities as more particularly described in
Exhibit B.
On or before July 1 of each year, the City shall provide to the
other participants a preliminary proposed budget for operation and
... -- VOL. 2146PAGE0036
maintenance of the Facilities during the following year. The City
shall review and consider any reports and recommendations made by the
Oversight Committee on subjects and matters described in Exhibit B.
Section 9. Replacement Standards; Insurance.
9. 1. placement and Rehabilitation Standards.
Replacement, reconstruction, rehabilitation, expansion or upgrading of
the Facilities shall be in accordance with applicable federal, state
and local -laws and regulations. Additions, betterments and
improvements to the Facilities of the City shall be installed and
constructed in accordance with generally recognized engineering
standards at least equal to the standards of the City and in accordance
with all applicable federal, state and local laws and regulations.
9. 2. Insurance. The City shall purchase on behalf of all
the Participants and maintain, through either companies or insurance
pools, insurance sufficient to pay for all loss or damage to the
Facilities resulting from their operation in a normal and prudent
manner, including loss or damage caused by the operation of joint
sewerage facilities which are not a direct part of the Treatment
Plant. The Participant shall purchase and maintain, through either
companies or insurance pools, insurance sufficient to pay for all loss
or damage to the Facilities caused by the operation of its Internal
System. In the alternative, the City or a Participant may set aside
cash in a reserve fund in an amount sufficient to pay for such loss or
damage, subject to review and recommendation by the Oversight Committee.
- 33 - VOL. 2146PAGE0037
Section 10. Arbitration. In the event of a dispute between
the City and a Participant concerning any matters arising under the
terms and conditions of this Agreement, unless specifically excluded
from arbitration, the dispute shall first be considered by the
Oversight Committee in a non-binding manner. If the dispute is not
settled in the Oversight Committee, it shall be placed before an
arbitrator approved by the disputing parties, and the decision of that
arbitrator shall be final and binding on both parties. However, the
parties by agreement may waive arbitration. The venue of the
arbitration shall be the Seattle vicinity, unless the disputing parties
agree otherwise. The arbitrator's fees and costs shall be shared
equally by the Parties.
Section 11. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon successors in interest and
assigns of the Parties, and is not intended to confer rights or
benefits upon any third party except as expressly stated herein.
Performance of the obligations undertaken by either party may not be
assigned without the prior written consent of the other, which consent
shall not be unreasonably withheld.
Section 12. Amendment or Modification. No amendment or
modification of this Agreement, including any addition or deletion
thereto, shall be effective unless approved and executed by the Parties
in the same form and manner as, and subject to the remaining provisions
of, this Agreement. In the event the City contracts with any
Participant in a manner that modifies the term of this Agreement, the
- - 9 IF
City and that Participant shall offer the other Participants the
opportunity to incorporate the same terms in this Agreement or in
additional contracts, assuming the modifications are applicable to the
Participants.
Section 13. Governing Laws. This Agreement shall be governed
and construed in accordance with the laws of the State of Washington.
Venue in connection with any legal proceeding affecting this Agreement
shall be in the Superior Court of the State of Washington for Snohomish
County.
Section 14. Number and gender. Whenever applicable the use
of the singular number shall include the plural, the use of the plural
number shall include the singular and the use of any gender shall be
applicable to all genders.
Section 15. Notice. All notices and payments relating to
this Agreement shall be made at the following addresses, unless the
other party is otherwise previously notified in writing:
To the City:
City of Edmonds
505 Bell Street
Edmonds, Washington 98020
r
To the Participant:
City of Mountlake Terrace
23200 58th Ave. West
Mountlake Terrace, WA 98043-4697
Olympic View Water and Sewer
District
23725 Edmonds Way
Edmonds, .WA 98020-6097
Ronald Sewer District
17505 Linden Ave. N.
P.O. Box 33490
Seattle, WA 98133
- 35 - vu. 2146PAGE 0039
Section 16. Term. The term of this agreement shall be for 30
years from its effective date. At the end of this period the parties
will negotiate in good faith towards the continuance of this Agreement
with the understanding that the economic terms of continued
participation will reflect the investment of the Participants in the
Facilities and the remaining useful life and remaining capacity of the
Facilities at that time.
Section 17. Memorandum of Understanding. This Agreement
shall be construed and applied consistent with the Memorandum of
Understanding, attached as Exhibit C, but in the event of conflict,
this Agreement shall govern. This Agreement supersedes and replaces
sewage service agreements between the City and Olympic View Water and
Sewer District (dated October 9, 1967), and between the City and the
City of Mountlake Terrace (dated October 5, 1971), and those agreements
shall be of no further force and effect.
EYBCUiTED IN DUPLICATE to be effective as of the date set forth
above, or such later effective date as may be required under Chapter
39.34 RCW, if applicable.
CITY OF MOUNI'LAKE TERRACE
Fav
Mayor
CITY OF EDMONDS
By
—
r
- 36 - VOL. 2146ME®U40
Approved as to Form:
OLYMPIC VIEW TtWER AMID SEWER DISTRICT
UA
Board of Commissioners
Attest:
Approved as to Form:
Attest:
01 gy
Approved as to Form:
RONAID SEWER DISTRICT
By
President, Board of
Ccmnissioners
Attest:
Approved as to Form:
015 7-37- va.2146PAGE0041
Exhibit A
Allocated Capacity and Proportionate Share
Allocated Capacity Proportionate
Of Domestic Sewage* Percentage
Edmonds** 4.609 MGD 50.787%
Mountlake Terrace 2.103 MGD 23.174%
Olympic View Water District 1.502 MGD 16.551%
Ronald Sewer District 0.861 MGD 9.488%
TOTAL: 9.075
100.000%
** Edmonds share includes separately contracted capacity for
approximately 70 connections in the Town of Woodway, and separately
contracted capacity for approximately 200 connections for Lynnwood.
* Expressed in MGD's of AADF
- 38 - VOL.2146PAGE0042
Exhibit B
MAINTENANCE AND OPERATION COSTS -DIRECT
Direct costs include, but are not limited to: Labor, power, light,
water, heat, phones, chemicals, equipment, tools, materials, supplies,
insurance premiums, engineering services, attorney services, other
contract services, rent, inspection, and taxes;
The cost of rehabilitating, reconstructing or replacing equipment and
portions of the Facilities as needed to continue substantially the same
capacity and quality of service (Facilities Reserve and Replacement
Fund., Section 7.4) or the debt service costs for obligations incurred
for such replacement, rehabilitation or reconstruction (provided, that
where the Participant provides a cash contribution for such
replacement, rehabilitation or reconstruction, the City's debt service
costs relating to the same replacement, rehabilitation or
reconstruction shall not be included in Maintenance and Operation Costs
for purposes of this Agreement); and
Such financing and debt service costs for which the Parties may become
jointly liable.
MAINTENANCE AND OPERATION COSTS -- OVERHEAD
These are the costs which are initially set at 10% of the Direct O & M
costs. They were ccniputed by the Step Down method, and are intended to
recover general governmental costs related to the operation of the
wastewater treatment plant and related facilities. These costs include
but are not limited to: financial costs including budgeting,
accounting, accounts payable; data processing; risk management;
personnel administration including hiring, personnel management;
buildings and grounds maintenance performed by the City; custodial work
if needed; general legal costs; security; equipment rental (unless
directly charged).
39 - V O L. 214 6 PAGE ®0 4 3
Exhibit C
Memrandum of Understanding
June 30, 1987
Rev. 7/15/87
Rev. 9/9/87
Rev. 9/22/87 flows only
MIMIRANDUM OF UNDERSTANDING
Background
The representatives of the jurisdictions named below and referred to as
the Participants, have been meeting regularly since March, 1987, to
draft the elements of an Agreement for the provision of Secondary
Sewerage Treatment Facilities (the Project) by the City of Edmonds for
the Participants. This Memorandum incorporates most of the principles
and concepts which the Legislative bodies have set in position papers
exchanged earlier this year.
Immediate execution of this Memorandum will enable all the Participants
to commence financial participation in the project, and will be
followed by the expedient preparation of a full legal Agreement.
Principles
1. Each Participant is to fund its own share of plant design
capacity, which for the purposes of cost allocation is defined as
Annual Average Daily Flow (AADF), expressed in units of million
gallons per day (MGD).
2. The following ultimate design capacities, expressed in Annual
Average Daily Flows, will be made available to each participant:
Edmonds
Mountlake Terrace
Olympic View Water District
Ronald Sewer District
Woodway (464 ECU's)
Lynnwood
TOTAL:
Capacity Percentage
4.498
49.5640
2.082
22.938%
1.487
16.3890
0.852
9.383%
0.107
1.183%-
0.049
0.543%
9.076 100.0000
Note: It is recognized that these percentages are subject to
minor fluctuations for a brief interim period while some
Participants are finalizing their precise flow figures.
3. The total project costs shall be allocated among the Participants
according to the percentages of capacity as committed under item
VOL. 2146PAGE0044
- 40 -
#2. Total project cost shall not exceed $45 million without
Participant approval.
4. Annual Operations and Maintenance costs, formalized in an annual
budget, shall be allocated to the participants on the basis of
yearly Annual Average Daily Flow percentages. Payments will be
made on a monthly basis
Allocation = (Last Year Flow o) x (Adopted Budget)/ 12
Note: An adjustment will be made at year's end to correct for
actual expenditures and for actual flows.
5. All participants concur as to the formation of a formal Oversight
Committee, advisory to the Edmonds City Council. The role of the
Committee, to be provided for in detail in the final Agreement,
shall include review and submittal of recommendations on various
operational and budgetary matters of a certain level of
significance. Examples would include the establishment of a
preliminary proposed annual budget by approximately the middle of
the year; overhead costs levels; Reserve and, Replacement Fund
expenditures over $30,000; establishment and review of annual cost
audits; long term capital plans; and influent quality standards"
6. An overhead cost equal to 100 of direct costs of O and M shall be
charged to all participants. The costs included in the direct and
the overhead categories shall be detailed to the greatest extent
possible in a technical appendix to the Agreement. The overhead
factor can be reviewed by the Oversight Committee at the request
of any of the Participants within 3 years of new plant start up.
The Step -Down method shall be utilized for the purpose of
computing and reviewing the overhead cost allocation.
7. Eligible costs shall include the costs of reasonable mitigation
measures at the present Dayton Street site, designed with intent
of minimizing and mitigating the impact of the plant on the
immediate residential and commercial neighborhood. Costs shall
include such elements as landscaping, buffering, limited
structural concealment of the secondary clarifiers, a pleasant
appearing street interface, and other necessary elements to
achieve the objectives of reasonable mitigation. Also included
will be the cost of the vacant parcel which was purchased by
Edmonds in 1984 for the purposes of expansion to secondary
treatment.
8. The final agreement shall contain provisions for the establishment
of a reserve and replacement fund, to be shared in the same
proportions as the capacity (item #2 above). The amount shall be
established by the Oversight Committee, and all expenditures from
the fund in excess of $30,000 shall be subject to its review.
This will not be construed as limiting the ability of Edmonds to
make and allocate to the Participants needed expenditures on an
emergency basis when the public safety, health, and general
. 16, -41- VOL.2146PAGE0045
welfare, regulatory mandates, or other unforeseen circumstances
require expeditious action.
9. Any governmental grants to the project, whether made in a lump stun
or through extended payments, shall be applied proportionately to
the capacity shares paid by the Participants.
10. Upon execution of this Memorandum with the City of Edmonds, each
signatory shall ccmmnce payment of outstanding and future
invoices related to the planning, design, and construction of the
project, at the percentage specified under item #2. Remittances
are to be made to the City of Edmonds on a monthly basis.
Documentation for billing shall be in the same manner as for grant
reimbursements.
11. The final agreement shall include a provision for the transfer of
capacity among willing Participants in this Memorandum and the
subsequent Agreement, and shall include a method of determining
appropriate cost of such transferred capacity.
12. Provisions shall be included for monitoring flows and land use
permits, and for ensuring that allocated capacities are not
exceeded by any participant.
13. The City of Edmonds, no later than January 1, 1992, shall assume
ownership and operational responsibilities for the Ballinger Lift
Station and related meters and sewer mains from the City of
Mountlake Terrace. The facility shall be upgraded to conform with
City of Edmonds standards and needs, with cost participation by
Mountlake Terrace and Ronald Sewer District based on flows.
Operations and Maintenance costs shall also be allocated on the
basis on annual average daily flows. The City of Edmonds shall
have the option of transferring operation of this lift station to
Seattle Metro in the event that a sewage exchange for Richmond
Beach flows is successfully implemented, and that such transfer of
responsibilities is advantageous, to the same degree as without a
flow exchange to Metro, to all parties.
14. Existing debt service obligations for the present system (an
outstanding amount of approximately $25,000) shall be prepaid by
the City of Mountlake Terrace at the time when the City of Edmonds
assumes ownership and operational responsibility of the Ballinger
Pump Station and related facilities. This would void existing
capital obligations on the present treatment plant.
15. The City of Edmonds shall have a separate agreement with Ronald
Sewer District for both sewage treatment and for the Ballinger
lift station operation. The former agreement shall commence with
the execution of this Memorandum, and the latter shall be
implemented according to #13.
16. Ownership, operation, and maintenance of the treatment plant, and
all attendant responsibilities, rest with Edmonds.
42 VOL. 2146PAGE0046
xL r
17. The term of the agreement shall be for 30 years, with the
Participants having a lifetime of plant interest by paying their
share.
18. Capacity will be based on flow quantities only and not on sewage
quality characteristics such as BOD and/or SS. Provisions will
be made for the City of Edmonds to determine the acceptability,
terms, and conditions for service to any customer within the
service area who is found to have excessive BOD, excessive SS,
or any other influent characteristics which may impact plant
operations and costs.
19 Provision shall be made for honoring existing agreement between
Lynnwood and Mountlake Terrace for emergency overflow to west
trunk sewer with payment to Edmonds via Mountlake Terrace by
method that will protect the parties' purchased capacity.
20. Special provisions need to be made for cost allocation where the
Participants serve customers in other Participant's jurisdictions,
and where direct sewage metering is impractical.
21. Edmonds shall be responsible for the maintenance of accounting
systems as required my accepted standards.
22. Provision shall be made for arbitration of disputes.
23. The concepts contained in this Memorandum, and in the subsequent
full agreement, shall apply in predominantly the same manner to
all parties sharing in the capacity of the plant. Some provisions
may be necessary to address matters outside the Project of the
Plant Operations, and which are of interest to some of the
Participants only. Should the Participants not sign this
memorandum simultaneously, any "latecomers" shall make payments
to the other Participants (either directly or through Edmonds) for
expenses already incurred. It is anticipated that Participants
will be excluded from capacity participation in the treatment
plant, other than as provided in existing contracts, unless the
Memorandum is executed by September 20, 1987.
24. Edmonds and Olympic View Water and Sewer District agree to
negotiate in good faith any and all operational service and
administrative issues which are contained in existing agreements,
or issues not contained in any agreements, and fall outside the
funding of the Secondary Treatment Project and the operation of
the Plant.
25. Section 23 notwithstanding, the City of Edmonds, at its own
discretion, may assist the Town of Woodway in financing its share
of the Project, on terms which are acceptable to both parties.
This is in recognition of the unique obstacles Which Woodway faces
in financing its share of the project costs. Other Participant
may offer the same kind of assistance to Woodway, subject to a
review by the City of Edmonds.
t °_1f
- 43 - VOL.2146PAGE0047
26. The execution of the Memorandum does not limit the right of all
parties to negotiate the details of incorporating the principles
of the Memorandum into the final Agreement.
MIS
- 44 - VOL. 2146PaoE0048
MEMORANDUM OF UNDERSTANDING
SIGNATURE PAGE
City of Edmonds:
.terry �. ,fig n, mayor
Date:
m
Attest:
ASinature, Title
City of Mountlake Terrace:
r
n
oe—
Date:
Attest:
&ignature', eTit'e
Ronald Sewer District:
f
r
PhiMontgoAme y I r P Iter ' aures Sinclair
Board of Co issio er
Date:
Attest:
S'g ure, Ti le
MEMOUND3/TXTSECON
98060201"D :7 VOL. 2146PAGE 0049
Page 2
MEMORANDUM OF UNDERSTANDING
Olympic View Water District:
John M. Fischer Pa
Board of Commissioners
Date: ! (—'a "S 1
SIGNATURE PAGE
icia L. Meeker
aroiyn v/. Nacke
Attest :
qSiature, Tit e
MEMOUND3/TXTSECON
VOL.2146PAGE0050
Exhibit D
Equivalent Customer Calculation Parameters
In areas of co -mingled and/or unmetered flows, direct measurement
of one Participant's flows through the Internal System of another
Participant may not be practical. In such a case the Parties would
reach an agreement to determine alternative measures of sewage flows.
The following uses shall be considered as having the listed Equivalent
Customer Units:
Single Family House -- 1 ECU.
Non -Residential Dischargers (including all residential other than
single family houses) -- 1 ECU per 750 cu. ft. per ninth of water
usage.
The 750 cu. ft. per month per ECU equivalence shall be subject to
review by the Oversight Committee when requested by any Participant.
It is expected that Parties who use this Exhibit for computation of
sewage flows will take into account factors which may cause the literal
application of ECU methodology to either overestimate or
underestimate the sewage flows. As an example, a school with extensive
grounds would have very large seasonal fluctuations as to the actual
sewage being discharged into an Internal System of a Participant, as
well as in the consumption of water. The typical use of winter water
consumption, which excludes lawn watering, would not be an accurate
substitute because in the summer the school is vacant. Summer water
consumption, however, is an inaccurate substitute as well because in
includes irrigation water which is not discharged into sewerage
systems. This example illustrates the problem, but in reality no
school is in an area of co -mingled flows. In fact, almost all the
uses in co -mingled flow areas are residential.
- 45 -
VOL.20146PAGE 0051
Exhibit E
Methodology for Cost Computation Related to Capacity Transfer
- 46 - VOL. 2146PAGE0052
EXHIBIT E
TRANSFER OF CAPACITY COST CALCULATIONS METHODOLOGY
PROJECT COSTS AND FINANCING PARAMETERS
TOTAL COST: $39,500,000
BOND INTEREST:
8.00%
------------------------------•-----o
FUTURE VALUE
8.00%
GRANT: 50.00%
TERM:
20
INTEREST RATE:
CAPACITY (MGD'S) 9.075
YEARLY PAYMIT:
$22,166
(defined by capacity
seller on the
basis of a commonly
used public
1988 NET COST OF 0.1 MGD (Approx. 430 homes):
$217,631
finance index for municipal
FUTURE VALUE OF 0.1•MGD
IN YR. 20:
$1,014,368
investments. It can
be equal to
Average daily flow from typical home, gal.:
230
the bonding interest
rate.)
YEAR
ACTUAL
CUMULATIVE
FUTURE
YEAR
-
FUTURE
----------------------•------------------------------
DEBT SERVICE
VALUE
VALUE
VALUE
1
$22,166
$22,166
$22,166
31
$2,365,140
2
$22,166
$44,332
$46,106
32
$2,554,351
3
$22,166
$66,499
$71,960
33
$2,758,700
4
$22,166
$88,665
$99,883
34
$2,979,395
5
$22,166
$110,831
$130,040
35
$3,217,747
6
$22,166
$132,997
$162,610
36
$3,475,167
7
$22,166
$155,163
$197,784
j 37
$3,753,180
8
$22,166
$177,329
$235,773
f 38
$4,053,435
9
$22,166
$199,496
$276,801
39
$4,377,709
10
$22,166
$221,662
$321,112
40
$4,727,926
11
$22,166
$243,828
$368,967
41
$5,106,160
12
$22,166
$265,994
$420,650
J 42
$5,514,653
13
$22,166
$288,160
$476,469
43
$5,955,825
14
$22,166
$310,327
$536,752
J 44
$6,432,291
15
$22,166
$332,493
$601,859
j 45
$6,946,875
16
$22,166
$354,659
$672,174
46
$7,502,625
17
$22,166
$376,825
$748,114
47
$8,102,835
18
$22,166
$398,991
$830,129
48
$8,751,061
19
$22,166
$421,157
$918,705
49
$9,451,146
20
$22,166
$443,324
$1,014,368
j 50
$10,207,238
21
$1,095,518
51
$11,023,817
22
$1,183,159
52
$11,905,722
23
$1,277,812
53
$12,858,180
24
$1,380,037
54
$13,886,835
25
$1,490,440
55
$14,997,781
26
$1,609,675
J 56
$16,197,604
27
$1,738,449
57
$17,493,412
28
$1,877,525
58
$18,892,885
29
$2,027,726
59
$20,404,316
30
$2,189,945
60
$22,036,661
NOTE: FUTURE VALUE COLUMN IS THE
AMOUNT WHICH A
PARTICIPANT WOULD
HAVE HAD IF INSTEAD
-- 4
OFBUYING 0.1 MGD,
- `
ITS FUNDS
HAD BEEN INVESTED AT THE FUTURE VALUE INTEREST RATE.
TYPICAL HOME
FLOWS ARE FOR
EXAMPLE ONLY.
FILE:FUTCOST1
4/8/88
VOL. 2146PAGE0053
T t b
Exhibit F
Description of Service Areas - 1988
- 47 - VOL. 2146PAGE0054
f or
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C\1 . +fir ` i, W r �! '•.-•Ch. L1:
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3Ald ni5 ....�.r..ot1.�1..11�11.� �`,�.)-'.:�'•:\1\_\L1�.�L z
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X60 '620' VOL. 2146PAGE 0056
R
Exhibit G
Preliminary Project Cost Estimates
CURRENT PROJECT COST ESTIIv1ATE
CONSTRUCTION COSTS
1990 Construction Costs
Sales Tax
Contingency
- Est_ VE Savings
Subtotal
ALLIED COSTS
Engineering
Predcsign
Design
Construction
Legal
City Administration
Misc. and Contingency
Value Engineering
Contingency
Subtotal
TOTAL
$27,850,000
2,520,000
3.650.000
$34,020,000
- 79,000
$33,941,000
320,674
1,969,384
1,867,412
75,000
200,000
85,000
482,530
$5,000,000
$38,941,000
Potential Added Cyst to Cover N. Clarifier
CONSTRUCTION 400,000
ENGINEERING 29,300
TOTAL, INCL- OPTION 539,370,300
0 Pit
= 48- VOL, 2146PAGE0057