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HomeMy WebLinkAbout61-07 RESOLUTIONRESOLUTION NO. 61-07 A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF FAYE I I EVILLE, ARKANSAS AND THE CITY OF FARMINGTON, ARKANSAS TO PROVIDE WASTEWATER COLLECTION AND TREATMENT SYSTEM SERVICE AND OPERATIONS AND MAINTENANCE SERVICE TO THE CITY OF FARMINGTON; AND APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF $650,000.00 TO IMPLEMENT THE REFUND OF A PORTION OF RATE PAYMENTS MADE FROM FEBRUARY 9, 2004 THROUGH APRIL 30, 2007 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves a contract between the City of Fayetteville, Arkansas and the City of Farmington, Arkansas to provide Wastewater Collection and Treatment System Service and Operations and Maintenance Service to the City of Farmington. A copy of the contract, marked Exhibit "A" is attached hereto, and made a part hereof. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves a Budget Adjustment in the amount of $650,000.00 to implement the refund of a portion of rate payments made from February 9,2004 through April 30, 2007. PASSED and APPROVED this 3rd day of April, 2007. APPROVED: By: ATTEST: By: DAN COODY, Mayo4 SONDRA E. SMITH, City Clerk/Treasurer %%% I 8•Cift;" el\ Cis ec5iCe 80;.•cA Q • •-As FAYETTEVILLE: et. tetii %V&A: :"KA I•15 ••,) •••. %%%% Atros CONTRACT BETWEEN THE CITIES OF FAYETTEVILLE AND FARMINGTON TO PROVIDE WASTEWATER COLLECTION AND TREATMENT SYSTEM SERVICE AND OPERATIONS AND MAINTENANCE SERVICE FOR THE CITY OF FARMINGTON THIS CONTRACT is entered into by and between the CITY OF FAYETTEVILLE, a municipal corporation of the State of Arkansas (hereinafter referred to as "Fayetteville"), and the CITY OF FARMINGTON, a municipal corporation of the State of Arkansas (hereinafter referred to as "Farmington"), with both municipal corporations hereinafter referred to collectively as the "Parties". RECITALS WHEREAS, Fayetteville owns and operates its sewage collection system and treatment plants pursuant to A.C.A. §14-235-203 and is authorized to collect and treat wastewater from its own inhabitants and also persons and customers outside the corporate limits of Fayetteville; and WHEREAS, Fayetteville recognizcs that its sewer collection system and treatment plants are integral to the health and welfare of the greater Fayetteville area, as well as Fayetteville, and intends to collect and treat wastewater to meet the current and future needs of the greater Fayetteville area when such service is requested and the provision of such service is in the best interests of the citizens of Fayetteville; and WHEREAS, Fayetteville and Farmington have established a long-term contractual relationship as evidenced by sewer maintenance and operations contracts between the cities beginning in 1974. The present contract was executed in 1994 pursuant to A.C.A. §14-235-212. This well established working relationship is further evidenced by the mediation agreement entered into in 2004 to clarify the 1994 agreement concerning sanitary sewer rehabilitation. Each city has agreed to implement its individual part of the mediation agreement, with the remaining construction programmed for the year 2007. The total estimated cost of the sanitary sewer rehabilitation that was agreed upon in the 2004 mediation is estimated at $1,420,640 with approximately $942,657 to be incurred by Fayetteville and approximately $477,983 to be incurred by Farmington; and WHEREAS, Fayetteville operates Farmington's Wastewater Collection System, receives wastewater from Farrnington customers, and transports and treats the wastewater in Fayetteville's wastewater facilities under Fayetteville's NPDES permits; and WHEREAS, Farmington desires to contract with Fayetteville in accordance with A.C.A. §14-235-212 to continue providing operation and maintenance services for thc Farmington Wastewater Collection System, and transportation and treatment of wastewater produced by Farmington customers; and WHEREAS, in meeting this service commitment, Fayetteville must ensure that this role does not place a financial burden on Fayetteville's customers for which the Fayetteville customers do not receive a corresponding benefit, and there should not be a financial burden on Farmington's customers for which the Farmington customers do not receive a corresponding benefit. NOW, THEREFORE, in consideration of mutual covenants and conditions contained herein, it is hereby agreed as follows: SECTION 1. DEFINITIONS 1.1 Arkansas Department of Environmental Quality (ADEQ) — The State of Arkansas' Department whose mission is to protect and enhance the state's environment. 1.2 Arkansas Department of Health and Human Services (ADHHS) — State agency whose mission is to protect the health of all of Arkansascitizens and visitors. 1.3 Arkansas Natural Resources Commission (ANRC) — State agency whose mission is to manage and protect our water and land resources for the health, safety and economic benefit of the State of Arkansas. 1.4 Collector Sewers — Pipes used to collect and can -y wastewater from individual sources to an interceptor sewer that will carry it to a treatment facility. (USEPA On -Line Glossary of Terms) 1.5 CMOM — CMOM stands for "Capacity, Management, Operations, and Maintenance". It is a flexible, dynamic framework for municipalities to identify and incorporate widely accepted wastewater industry practices to. (i) better manage, operate, and maintain collection systems; (ii) investigate capacity constrained areas of the collection system; (iii) respond to sanitary sewer overflow (SSO) events. (Water Environment Federation CMOM Reference Manual) 1.6 Capacity Improvements — Any investment in facilities that cause or allow the Fayetteville West Side Wastewater Treatment Plant, Farmington Lift Station #12, or any other components of the sewer collection system to carry or process wastewater which provide a benefit to Farmington by increasing the capacity of the West Side Wastewater Treatment Plant or by extending or increasing the useful life or initial design capacity of the West Side Wastewater Treatment Plant. 1.7 Facilities — Publicly owned components of the sewer collection system and treatment plants including but not limited to sewer pipes, manholes, pump stations, odor - 3 - control structures, power generators, electrical components, and attendant support facilities thereto. 1.8 Farmington Customers — All sewer customers located within the City of Farmington. 1.9 Farmington Wastewater Collection System — Farmington Publicly Owned Treatment Works including any device or system used in the collection, transportation, or treatment of municipal sewage or industrial wastes of a liquid nature that is owned by Farmington. This definition shall include, but is not limited to, the gravity sewer pipes, collector sewers, transmission mains, force mains, manholes, and all appurtances within the corporate boundaries of Farmington, the Farmington Branch Interceptor, Lift Station #12 and relocated Lift Station #12; Lift Station #12 Force Main located within the corporate boundaries of Farmington and Fayetteville and all other appurtances which are being financed and constructed. Service laterals are generally the responsibility and ownership of the Retail Customer and are thus excluded from this definition. 1.10 Fayetteville Policies — Those policies, procedures, ordinances and resolutions as adopted by the City of Fayetteville City Council, City of Fayetteville Water and Sewer Committee, and/or the City of Fayetteville Water and Wastewater utility. 1.11 Force Main — A sanitary sewer main that operates under pressure, transporting wastewater from one location to another. Taps cannot be made onto Force Mains. 1.12 Infiltration and Inflow — Infiltration: The penetration of water through the ground surface into sub -surface soil or the penetration of water from the soil into sewer or other pipes through defective joints, connections, or manhole walls. (USEPA On -Line Glossary of Terms) Inflow — Entry of extraneous rain water into a sewer system from sources other than infiltration, such as open elements, roof drains, basement drains, sump pumps, manholes, and storm drains. (USEPA On -Line Glossary of Terms) 1.13 Independent Consultant — A consultant who is not an employee of an entity, but who has a contractual relationship with that entity to provide a professional service. 1.14 Interceptor Sewers — Large sewer lines that collect the flows from main and trunk sewers and carry them to treatment points. (USEPA On -Line Glossary of Terms) 1.15 Lift Station #12 — The sanitary sewer lift station owned by Farmington and located in the northwest portion of Farmington that pumps the majority of the wastewater from the City of Farmington sanitary sewer collection system to the point of connection to the City of Fayetteville sanitary sewer system. 1.16 Net Plant — Net Plant is the sum of the cumulative investments in the Fayetteville sewer collection system and treatment plants' assets less accumulated depreciation on those assets. 1.17 Operational Capacity — The firm wet weather capacity of a portion of the sewer collection system and treatment plants. In the case of lift stations, firm capacity is defined as the true pumping capacity when the largest pump is out of service. In all cases, operational capacity must allow for wet weather flow, which is defined based on the size of the watershed area. For the West Fayetteville — Farmington basin, operational capacity is defined as a five year one hour storm in which 2.5" of rain falls within any one hour period. For the West Side Wastewater Treatment Plant, operational capacity is - 5 - • defined as a two year one hour rainfall event embedded into a five year twenty four hour rainfall event. 1.18 Sewer Collection System and Treatment Plants — Any municipally owned device or system used in the collection, transmission, storage or treatmcnt (including recycling and reclamation) of municipal sewage or industrial wastes of a liquid nature. This definition includes lift stations, sewers, pipes, or other conveyances only if thcy convey wastewater to a sewer treatment plant. A.C.A. §14-235-203 1.19 Pretreatment — Processes used to reduce, eliminate, or alter the nature of wastewater pollutants from non-domestic sources before they are discharged into a municipal sewer collection system. 1.20 Project — Sewer system improvements including the Farmington Branch Interceptor, Relocated Lift Station #12 and the Lift Station #12 Force Main and easements acquired to re-route the areas tributary to the City of Farmington Lift Station (LS 1/12) to the City of Fayetteville West Side Wastewater Treatment Plant. 1.21 Pump (Lift) Station — Mechanical device installed in sewer or water system or other liquid -carrying pipelines to move the liquids to a higher level. Pumping stations can be either municipally owned components of the sewer collection system or privately owned pumping units serving individual customers. 1.22 Retail Customer — The ultimate consumer of either water or wastewater services who is individually connected to the water distribution or wastewater collection system and receives periodic billing directly from Fayetteville for the services provided irrespective of governmental jurisdictions. - 6 - 1.23 Sanitary Sewer Overflow — A sanitary sewer overflow (SSO) is any overflow, spill, release, discharge or diversion of wastewater from a sanitary sewer system. Sanitary sewer overflows include: (i) overflows or releases of wastewater that reach waters of the United States; (ii) overflows or releases of wastewater that do not reach waters of the United States; and (iii) wastewater backups into buildings and on private property that are caused by blockages or flow conditions in a sanitary sewer, other than a building lateral. Wastewater backups into buildings caused by a blockage or other malfunction of a building lateral that is privately owned is a sanitary sewer overflow when sewage is discharged off of private property into streets, storni drains, or waters of the State. (Water Environment Federation CMOM Reference Manual) 1.24 Sanitary Sewer Rehabilitation — The work involved in studies, designs, or construction projects with the objective of identifying and/or repairing an existing sewer collection system with the intent of restoring the system to near its original capacity by repairing and/or replacing system facilities with a focus on removing sources of infiltration and inflow from the system. 1.25 Sanitary Sewer Collection System — Any municipally owned system of pipes, pump stations, sewer lines, etc., used to collect and convey sewage to a sewer treatment plant. Temporary storage and conveyance facilities (such as vaults, temporary piping, construction trenches, wet wells, impoundments, tanks, highline, etc) are considered to be part of the sanitary sewer collection system, and discharges of sewage to these facilities are not sanitary sewer overflows. • 1.26 United States Environmental Protection Agency (USEPA) — The Agency of the United States Government that is charged with the responsibility to develop and enforce regulations that implement environmental laws enacted by Congress whose mission is to protect huinan health and the environment 1.27 United States Army Corps of Engineers (USACE) — The Agency of the United States Government that is charged with, among other tasks not germane to this agreement, planning, approving, designing, building and operating water resources and managing the nation's wetlands. 1.28 Utility Basis — The allocation of revenue requirements or total cost of service to be derived from rates among the classes of customers served. 1.29 Wastewater System Impact Fee — The existing Fayetteville sewer impact fee assessed upon new development for sewer connections and any other sewer impact fee imposed by a municipality upon new development to generate funding or for recouping expenditures of the municipality that are reasonably attributable to the increased sewer capacity needs of the development. (A.C.A. §14-56-103) 1.30 West Side Wastewater Treatment Plant — The City of Fayetteville owned Wastewater Treatment Plant located on Broyles Road in Fayetteville. SECTION 2. TERM OF CONTRACT 2.1 Term of Contract Fayetteville agrees to provide capacity, management, operations and maintenance services for the Farmington Wastewater Collection System and receive, transport and treat the Farmington's wastewater for a term of fifteen (15) years from the date of execution of this contract. Farmington agrees to provide all of its sewage received through its sewer collection system to Fayetteville's sewer collection system and treatment plants for a term of fifteen (15) years from the date of execution of this contract and pay for or require its sewer customers to pay for Fayetteville's sewer collection and treatment pursuant to this contract at the rates set by the Fayetteville City Council. 2.2 Farmington's Notice of Future intent At the end of the tenth (1Oth) year of this contract, Farmington shall either provide notice of intent to discontinue purchasing capacity, management, operations and maintenance services from Fayetteville for Farmington's Wastewater Collection System at the end of the term of this contract or provide notice of its intent to negotiate a replacement contract with Fayetteville. 2.3 Farmington Right to Negotiate Capacity Farmington shall have the right to request an increased percentage level of the Operational Capacity as defined herein, upon mutual agreement of all parties for the remaining five (5) years of the contract. 2.4 Fayetteville's Notice of Future Intent At the end of the tenth (101) year of this contract, Fayetteville shall either provide notice of intent to discontinue providing capacity, management, operations and maintenance services for Farmington's Wastewater Collection System at the end of the term of this contract or provide notice of its intent to negotiate a replacement contract with Farmington. 2.5 Mutual Agreements At the end of the tenth (10th) year of this contract, either Farmington or Fayetteville may elect not to renew the contract for services upon the expiration of the fifteen (15) year term herein. If a City elects not to renew, that city shall notify the other City's Mayor, in writing, via certified mail, return receipt, post marked no later than ninety days after the date of the tenth (10th) anniversary of the execution of this contract at the City's address listed below. The parties further recognize the potential that, if mutually agreed, the two wastewater systems may consolidate into one singly owned wastewater system. Nothing in this agreement shall compel the merger of the systems. SECTION 3. COLLECTION AND TREATMENT OF WASTEWATER 3.1 Residential and Commercial Wastewater Fayetteville agrees to accept, transport and treat all domestic and commercial wastewater produced by Farmington Customers by utilizing Fayetteville's sewer collection system and treatment plants. 3.2 Industrial Wastewater Industrial wastewater containing toxic or other matter that may be incompatible or harmful to the waste treatment process shall not be discharged into the Fayetteville sewer collection system and treatment plants without the express written consent of Fayetteville. Consent to the industrial wastewater discharge shall not be unreasonably withheld. As a condition to the consent being granted, Fayetteville may require that concentration of such substances in waste discharge to its system be eliminated or -10- reduced to limits acceptable to Fayetteville's sewer collection system and treatment plants. Farmington agrees it shall adopt a sewer use ordinance for pretreatment of industrial waste at least as stringent as Fayetteville's ordinances. This ordinance must be revised as required to reflect changes in Fayetteville's ordinances. Fayetteville will conduct all routine operational pretreatment activities. Implementation and enforcement of the Farmington sewer use ordinance, above and beyond that required by Fayetteville's ordinances, shall be at Farmington's cost. 3.3 Operational Capacity Throughout the term of this contract, Farmington customers shall be granted 8.2% of the Operational Capacity of the Fayetteville West Side Wastewater Treatment Plant. Until such time as the construction of the West Side Wastewater Treatment Plant is completed, Farmington retail and industrial customers shall continue to utilize the Noland Wastewater Treatment Plant and present facilities. SECTION 4. CAPACITY, MANAGEMENT, OPERATIONS AND MAINTENANCE 4.1 Operations and Maintenance Fayetteville agrees to operate and maintain the Farmington Wastewater Collection System in compliance with all applicable federal and state laws, permits and regulations. Fayetteville shall furnish all labor, equipment and materials to provide a predictive, preventative, routine and corrective Capacity, Management, Operations and Maintenance program and replacement schedule for the Farmington Wastewater Collection System, which includes but is not limited to, the municipally owned gravity sewer pipes, force mains, manholes, lift stations and all appurtenances within the corporate boundaries of Farmington, the Farmington Branch Interceptor, Lift Station #12, and relocated Lift Station #12, Lill Station #12 Force Main and all other appurtances which are being financed and constructed. All costs associated with service laterals shall be bome by Farmington customers. 4.2 Access and Inspection Fayetteville shall have full access to inspect the Farmington Wastewater Collection System, and all users' facilities for purposes of inspection, sampling, and any other duties deemed necessary to enforce sewer use ordinance or ensure discharges being made to the sewer system meet all requirements of the ordinance, and for purposes of implementing and performing a Capacity, Management, Operations and Maintenance program and replacement schedule; to monitor, maintain and repair the Farmington Wastewater Collection System to minimize infiltration and inflow into the system and prevent sanitary sewer overflow. Farmington agrees to fully and promptly implement and enforce Farmington Wastewater Collection System ordinances and grants Fayetteville the right to terminate sewer/water service to any Farmington customer who is in violation of these ordinances. 4.3 Regulations and Ordinances Farmington customers shall comply with wastewater rules, regulations and ordinances enacted by the City of Fayetteville. Fayetteville agrees to provide copies of all applicable wastewater usage ordinances enacted before and after the execution of this contract to Farmington. Farmington grants Fayetteville the right to terminate sewer/water service to any Farmington customer who is in violation with Fayetteville's ordinances. -12- 4.4 Adoption and Enforcement of Sanitary Sewer Ordinances Farmington shall adopt and enforce ordinances that meet or exceed Fayetteville's wastewater usage ordinances and shall adopt and enforce ordinances to effectuate the terms and conditions of this contract. SECTION 5. COMPLIANCE WITH LAWS, PERMITS AND REGULATIONS 5.1 Wastewater Treatment Fayetteville shall be responsible for complying with all federal and state laws and regulations and reporting requirements pertaining to the treatment of wastewater. 5.2 Planning Fayetteville shall be responsible for developing, implementing and maintaining a Wastewater Master Planning document and a Capacity Management, Operations and Maintenance (CMOM) Manual that complies with applicable published standards issued by the following regulatory agencies: USEPA, USACE, ADEQ, ADHHS, ANRC and any successor agencies. The plan will include regulatory compliance, Best Management Practices and public health protection. All the aforementioned plans and documents shall be made available to Farmington upon request. 5.3 Fines and Penalties Fayetteville shall be liable for fines and penalties that may be imposed by any regulatory agency for violations of permits, regulations or any other applicable laws related to the operation of its sewer collection system and treatment plants. Farmington - 13 - • shall be liable for fines and penalties imposed for failure to enact or enforce its ordinances or otherwise its failure to comply with the requirements of this contract. SECTION 6. CUSTOMER BILLING 6.1 Utility Service Charge Fayetteville shall be responsible for preparing and issuing monthly utility bills to Farmington customers for sewer service and shall be responsible for administration and collection. Any service charges or surcharges imposed by Farmington shall be a part of Fayetteville's combined water and sewer utilities billing and shall be detailed as "City of Farmington Sewer Surcharge." Any service charges or surcharges imposed by Farmington shall be properly recorded, accounted for separately and remitted as provided herein. Fayetteville shall maintain municipal accounting records in accordance with Arkansas law and shall have the authority to collect amounts owed in accordance with Fayetteville Policies and Arkansas law. The amount charged in monthly utility bills to Farmington customers shall be full compensation for all services provided by Fayetteville under this contract (except as noted below and for required sewer impact fees), which includes wastewater treatment and disposal in accordance with Section 3; operation and maintenance of the Fannington Wastewater Collection System in accordance with Section 4; and customer billing and administration. 6.2 Delinquency Fayetteville shall have the authority to collect delinquent accounts in accordance with Fayetteville Policies and Arkansas law and shall assess late fees and disconnection -14- charges to reimburse for actual cost of disconnection and reconnection of services. Farmington shall not be liable for the cost of collecting delinquent accounts, and disconnection and reconnection charges. 6.3 Sewer Tap Connections Fayetteville is authorized to charge and collect for sewer tap connections to Farmington's Wastewater Collection System in amounts established by the Fayetteville City Council, subject to adjustments during the term of this contract to reflect change in costs. The connection fee shall be based on the cost of providing the service. 6.4 Street Cut and Other Tapping Related Fees Fayetteville is authorized to collect a street cut fee, state highway permit fee and other specific required fees, if applicable, when a sewer tap fee is collected. Fayetteville shall be authorized and responsible to make street cuts as needed for the execution of sewer service improvements and repairs. Upon the completion of the sewer improvements and repairs, Fayetteville shall repair all wastewater utility street cuts within sixty (60) days, weather and asphalt availability permitting, in compliance with Fayetteville ordinances, policies and procedures for street construction and repair. 6.5 Plumbing Permits Farmington shall enact ordinances requiring all of its customers to obtain plumbing permits from the City of Fayetteville and to install all residential, commercial and industrial plumbing in accordance with Fayetteville plumbing code regulations and ordinances. 6.6 Retail Rate Surcharges - 15 - Farmington is authorized to add a surcharge to sewer rates imposed by Fayetteville. Farmington shall comply with A.C.A. §14-235-223 for these sewer charges. Surcharges shall be collected by Fayetteville and remitted to Farmington monthly. Farmington shall have the right to designate the basis for computing the surcharge (billed water volume, billed sewer volume, flat fee, etc.). All rate surcharges shall be the property of Farmington. Fayetteville will administer and collect the Farmington utility customer surcharge and collect the Farmington Sewer Impact Fee for a fee of 4% annually of the amount collected for both charges. Remittance shall be no more frequently than monthly on the amount collected. The remittance will include documentation of the "Annual Percentage Yield Earned for the month of collection as computed on Fayetteville's current monthly bank statement." Fayetteville shall invest the moneys collected in a manner consistent with Fayetteville's investment of cash and shall remit all investment earnings earned on Farmington's Customer Surcharge. Fayetteville shall invoice Farmington for the 4% service fee on the same frequency as the remittance. Fayetteville shall reflect Farmington's surcharge as a separate line item on monthly utility billings to Farmington's customers. All surcharges shall be properly recorded and accounted for separately. All records will be made available to Farmington upon request. 6.7 Sewer Connections for Customers Receiving Alternate Water Service Farmington customers who do not receive Fayetteville water services shall be provided sewer service during the term of this contract upon the agreement of the Parties to a mutually acceptable method of billing for sewer service which may include a service charge or higher fee to offset increased meter reading or billing costs. Sewer service for -16- Farmington customers receiving alternative sources of water shall receive the same sewer services provided Farmington customers who receive Fayetteville water services as provided hereinabove. 6.8 Taxes and Fees Farmington shall not be authorized and agrees not to impose, levy or charge a franchise tax, surcharge, fee or any other form of exaction upon Fayetteville for the services provided during the term of this contract. SECTION 7. COST OF WASTEWATER COLLECTION AND TREATMENT AND CMOM SERVICES 7.1 Principles and Policies The Parties acknowledge that deterrnining rates based on costs is a wastewater industry practice and historically accepted practice of Fayetteville and its outside city customers. Principles, policies and methodologies to determine rates for wastewater collection and treatment and Capacity, Management, Operations and Maintenance services as described herein are intended to meet the objective of providing fair and equitable cost -based rates. The following general principles and policies are intended to provide guidance to formulating rate studies and associated documentation during the term of this contract and shall be utilized to the extent feasible in setting rates: 1. Adjusting rates upon abrupt changes in financial policies should be avoided. 2. Prepare rate formulations that are easy to administer and understand. - 17 - 3. Determine rates that are "fair and equitable" while balancing the needs of all Parties. 7.2 Framework for Determining Rates After taking into consideration the basic principles set forth above, retail wastewater treatment and collection system rates shall be developed by Fayetteville for Farmington customers based on the following framework: 1. Fayetteville and Farmington agree to collaborate on the criteria for rate adjustments to be utilized by an independent rate consultant to develop rates which are fair and equitable across all customer classes. 2. Utility rate studies require professional judgment. The Independent Consultants shall be instructed to use their professional judgment to develop a rate study that is fair and equitable and neither overly favorable nor burdensome to either Party. 3. The Independent Consultants shall possess a national reputation with demonstrable expertise in water and wastewater utility rate making and employ registered professional engineers and such other professionals as needed to develop the necessary criteria for rate making purposes to ensure that wastewater utility rates are fair and equitable across all customer classes computed on a cost of service basis. Fayetteville will incur the cost of the Independent Consultants. The Fayetteville Independent Consultant Selection Process shall include a Farmington representative designated by the Farmington Mayor. 4. The rate study analysis shall conform to generally accepted rate setting practices and be in compliance with the mutually agreed upon rate methodology based in whole or part on published rate making standards adopted and published by the -18- American Water Works Association (AWWA), Water Environment Federation (WEF) and other rate setting methodologies of authoritative organizations and practice manuals. 5. The cost of services rate calculation shall be a Utility Basis approach. It shall include all cost of service and the operations, maintenance and replacement cost for facilities which provide capacity enhancement or extend utilization of the existing capacity of Westside Treatment Plant and shall contain a rate of return allocation on the Net Plant required to provide service to Farmington customers. The rate of return percentage shall be computed by determining the average of interest rates for all outstanding Fayetteville water and sewer revenue bond issues at the time of each rate study and then adding to the average interest rate computation a premium of 1.5% to arrive at a total rate of return. The rate of return percentage provides compensation to the Fayetteville rate payers for Fayetteville's investment in the Fayetteville sewer collection system and treatment plants, and recognizes Fayetteville's ownership, risk and contributions. The determination of Net Plant shall exclude monies acquired and assets purchased with USEPA Grants or other forms of contributed capital, assets purchased utilizing loans supported in part or whole by USEPA Grants or other types of giants and assets purchased with a sales and use tax enacted by either Fayetteville or Farmington. 7.3 Rate Adjustments If the current wastewater rate study (estimated completion date in the second quarter of 2007) recommends a system -wide rate change prior to 2009, the rate may be adjusted accordingly in 2007 or 2008. Otherwise, the rate schedule established in Section 8 below is subject to adjustment by Fayetteville in 2009 and thereafter when Fayetteville rates are adjusted on a system -wide basis. Fayetteville agrees to provide Farmington a -19- written notice sixty days (60) days prior to commencement of the process to adjust rate schedules. SECTION 8. ADJUSTMENT OF 2003 RATE STRUCTURE AND REFUND Fayetteville recognizes that Farmington citizens have made and will continue to make significant contributions to the sales and use taxes utilized by Fayetteville to fund the Fayetteville Wastewater System Improvements Project. In consideration thereof, Fayetteville agrees to adjust the wastewater usage rate for Farmington Customers from the current rate of $7.16 per 1,000 gallons to $4.66 per 1,000 gallons plus any Farmington surcharge, apply the adjusted rate retroactively to February 2004 and refund 69.5% of the overpayments made by Farmington customers from February 2004 to the date of rate change. Pursuant to Section 8 of this contract, Fayetteville shall compute the refund amount due all current Fayetteville Water or Sewer customers who resided in Farmington and paid the higher sewer rate during all or some of the period of February, 2004 to the last day said higher rate is in effect, and send all current Fayetteville Water or Sewer customers who resided in Farmington a check with the proper net amount. Bad debt, etc., if any, owed to the Fayetteville Water and Sewer Department will be subtracted from the gross refund amount due any customer. An explanation of this refund pursuant to the contract between Farmington and Fayetteville will be included in the bill. Fayetteville shall also compute the amount of refund due previous customers who are no longer current customers of the Fayetteville Water and Sewer Department and who thus could not receive credits on existing bills. Fayetteville agrees to put forth a good faith effort, up to and including advertising, to provide these funds to the previous -20- customers. Any funds remaining shall either escheat to the State of Arkansas, in compliance with § 18-28-201 of the Arkansas Code pertaining to the Unclaimed Property Act, or be reinvested in the wastewater system, if allowed. Fayetteville and Farmington agree that the negotiated rate ($4.66/1,000 gallons) plus Fannington's surcharge shall be in effect until a rate analysis as prescribed in Section 7 above has been completed and adjusted rates are implemented unless the rate study currently underway and anticipated to be completed during the 2"° quarter of 2007 recommends a per 1,000 gallon rate greater than $4.66 as part of a system wide rate change. SECTION 9. WASTEWATER SYSTEM IMPACT FEES Fayetteville and Farmington have jointly contributed funds to commission the preparation of a development impact fee study in accordance with Arkansas Code Annotated § 14-56-103. Upon the completion of the study, the Parties may assess, collect, and expend development impact fees for the planning, design and construction of new public facilities and for capital improvements to existing public facilities that expand the capacity of the facilities. 9.1 Fayetteville Wastewater Impact Fee As soon as this contract is approved by both parties, the existing Fayetteville Wastewater Impact Fee enacted as § 159.02 of the Unified Development Code of the City of Fayetteville shall be applicable and enforced for all new development within Farmington just as it is to new development in Fayetteville. -21- Upon completion of any new wastewater development impact fee study and adoption by Fayetteville of a new or amended wastewater impact fee ordinance, the new or amended impact fee ordinance shall be applicable and enforced within Farmington identically to its enforcement in Fayetteville. Farmington shall immediately enact Fayetteville's wastewater impact fee ordinances (and any amendments thereto) after Fayetteville provides notice of any such impact fee ordinance to ensure that Fayetteville's wastewater impact fee shall apply to all new development in Farmington. 9.2 Farmington Wastewater Impact Fee Upon completion of the study referred to in Section 9, Farmington shall adopt a development impact fee ordinance and shall assess and collect impact fees from new sewer connections within the corporate boundaries of Farmington. Farmington shall also assess and collect impact fees from new sewer connections in areas of Fayetteville served by the Farmington Wastewater Collection System. Fayetteville shall pass any necessary ordinance to ensure Farmington may legally collect this wastewater impact fee in the part of Fayetteville served by Farmington's sewer collection system. Farmington anticipates annexing Basins 1-54 and 1-55 located south of Farmington's corporate boundaries in Washington County. In the event this or any other territory is annexed into Farmington, Farmington and Fayetteville may assess and collect impact fees from new sewer connections, as determined by a development impact fee study. 9.3 Collection of Impact Fees Development impact fees shall be collected by methods authorized by Arkansas law and approved by the Parties. The Parties agree to assess and collect the development -22- impact fees as provided herein, deposit the fees separately into special interest -bearing accounts and remit the funds that each Party collects for the other on a semi-annual basis unless a more frequent distribution is required by a debt instrument. Interest earned on money in a separate account shall likewise be remitted to the Party receiving the development impact fees from the account. Fayetteville shall invest the moneys collected in a manner consistent with Fayetteville's investment of cash and shall remit all investment earnings earned on Farmington's Impact Fee collections and shall invoice Farmington the 4% service fee on the same frequency as the remittance of collections. 9.4 Developments and Property Owners The Parties agree to provide each other on a monthly basis a listing of individual property owners from which an impact fee was collected, The Partiesrespective planning commissions, city councils and city representatives shall also provide each other with copies of the applications of plats of subdivisions and large scale developments within the RJN map dated January 1, 2007 as soon as they have been submitted to the City. 9.5 Ownership of Facilities The Parties acknowledge that Farmington owns the Farmington Wastewater Collection System as defined in Section 1.9 above. The Parties further acknowledge that Fayetteville does not claim ownership in the Farmington Wastewater Collection System and that collecting development impact fees within the corporate boundaries of Farmington does not confer ownership of facilities for which the development impact fees are collected in Farmington. 23- The Parties acknowledge that Fayetteville owns Collection System and Treatment Plants. The Parties Farmington does not claim ownership in the Fayetteville Sec Treatment Plants and that collecting development impact boundaries of Fayetteville or Farmington does not confer which the development impact fees are collected. the Fayetteville Sewage further acknowledge that ;age Collection System and fees within the corporate ownership of facilities for SECTION 10. CONSTRUCTION AND EXPANSION OF THE FARMINGTON WASTEWATER COLLECTION SYSTEM 10.1 Construction of Facilities Farmington and Fayetteville agree to cost share the construction of the Farmington Branch Interceptor, relocated Lift Station #12 and the Lift Station #12 Force Main to the Head Works of the Westside Wastewater .Treatment Plant, hereinafter referred to as the Project. The Parties acknowledge that the estimated construction cost of the Project, as of January 1, 2007, is $5,586,930 based upon the service area plan prepared by RJN and dated January 1, 2007. Estimated engineering fees as of November 21, 2006 are $1,095,291. The Project consists of designing and replacing the Farmington Branch Interceptor between Fayetteville's Lift Station #11 and Farmington's relocated Lift Station #12, and the design and construction of the relocated Lift Station #12 and the Force Main from relocated Lift Station #12 to a point of connection at the Westside Wastewater Treatment Plant. The Farmington Branch Interceptor is being constructed to increase the capacity for both Farmington customers and Fayetteville customers in the surrounding drainage basins that will be utilizing the Fayetteville sewer collection system -24- and treatment plants. The relocated Lift Station #12 and the Lift Station #12 Force Main to the Westside Wastewater Treatment Plant shall be designed and constructed to increase wastewater flow capacity to no less than estimated requirements for the year 2030. If Farmington chooses to include any land area beyond that served in the RJN plan dated January 1, 2007 the capital, engineering and all other cost associated with that service expansion shall be the responsibility of Farmington. 10.2 Cost of Construction Farmington and Fayetteville agree to cost share the construction cost of the Project for serving areas identified to be served by the RJN Plan dated January 1, 2007. The construction cost estimated by RJN and based on the service area map dated January 1, 2007 is $5,586,930.00 and incorporates the annexations completed during 2006. $4,221,779.00 of this construction cost is allocated to and shall be paid by Farmington and includes the cost of providing capacity to serve Basins 1-54 and 1-55, in the Farmington Wastewater System. Fayetteville is allocated $1,365,151.00 of the construction cost of the improvements to the Farmington Wastewater System. If Fayetteville annexes Basin 1-54 and/or Basin I-55 Fayetteville agrees to pay the cost of providing capacity to serve these two areas in the Farmington Wastewater Collection System. The cost to provide capacity in the Farmington Wastewater System for Basins 1-54 and 1-55 is estimated at $745,937.00. Both Parties agree that each Party shall incur the construction, engineering and right of way costs to provide wastewater facilities for the additional areas annexed by each Party after the execution of this contract. 25- The Parties further agree that Farmington shall not be required to pay more than $480,000.00 in engineering fees and associated costs, unless there is a change in the cost of engineering due to a scope of work change requested by Farmington. Farmington also agrees to acquire the necessary right of ways and easements at an estimated cost of $432,640.00 and pay value engineering fees of $39,844.00. 10.3 Adjustments in Farmington Service Area In the event Farmington expands its corporate boundaries or acquires additional service area that is not being served at the time this contract is executed, Fayetteville agrees to accept and treat the wastewater from the additional service area, subject to Farmington's customers paying wastewater treatment impact fees in the additional service area and subject to the 8.2% limit of paragraph 3.3. 10.4 Extension of Lines to Serve Adjacent Areas of Fayetteville Fayetteville shall have the right to make extensions from any part of the Farmington Wastewater System to serve adjacent areas. Those customers inside the corporate limits of Farmington shall be deemed to be Fannington customers and subject to Farmington surcharges. Fayetteville shall bear the responsibility for the costs of any extension to serve adjacent areas within Fayetteville and the cost of increasing the capacity in Farmington's Wastewater Collection System to provide the necessary capacity to serve the increased Fayetteville customer base of any extension to serve areas not contemplated to be served as reflected in the RJN Map dated January 1, 2007. 10.5 Extension of Lines to Serve Adjacent Areas of Farmington Farmington shall have the right to make extensions from Farmington's Interceptor Line to serve adjacent areas as long as Farmington does not serve customers inside -26- Fayetteville's corporate boundaries. Farmington shall bear the cost of engineering, easements and construction of any extension to serve areas not contemplated to be served as reflected in the RJN map dated January 1, 2007. 10.6 Manhole Adjustments Farmington shall be responsible for ensuring that wastewater manholes are re- established to the proper elevation after Farmington city initiated street widening, reconstruction or overlay projects are completed. This sewer work must meet the City of Fayetteville's specification. Manholes must be raised/lowered to grade within sixty (60) days of being covered. Farmington will be responsible for any claims or cost incurred by emergencies that are worsened by manholes being covered by a City of Farmington street project. 10.7 Approval of Plans and Specifications Plans and specifications for additions and modifications to the Farmington Wastewater Collection System must be reviewed and approved by the Fayetteville City Engineer and the Arkansas Department of Health and Human Services for each commercial, industrial and residential development prior to the approval of the final plat or large scale development. Fayetteville's City Engineer shall provide, on request, copies of technical reports which were prepared as a part of the City of Fayetteville review and approval process to Farmington for each proposed development within Farmington's corporate boundaries and Farmington's growth area for wastewater collection system utilization. 10.8 Communication -27- Fayetteville shall notify Farmington in writing concurrent with notification to the Fayetteville Sewer Committee and any other governmental entity of all proposed significant changes to Fayetteville's management of Fayetteville's sewage collection system and treatment plants, wastewater usage ordinances, rules and regulations, including but not limited to, capacity management techniques, capacity improvements and operational changes. SECTION 11. DISPUTE RESOLUTION 11.1 Written Statements If a dispute arises, the Parties agree to provide written statements addressing the dispute to resolve the matter. The Party receiving the written dispute shall have ten (10) business days to acknowledge and respond. The Parties will attempt to resolve the matter without formal discussions. 11.2 Meeting If the Parties cannot resolve the dispute within thirty days, a meeting will be scheduled between the Parties' respective sewer committees and representatives within the next thirty (30) days to resolve the matter. If a resolution cannot be reached and agreed upon by the Partiesrepresentatives, within sixty (60) days of the initial written dispute, the matter shall be referred to the alternative dispute resolution process. 11.3 Alternative Dispute Resolution Process The Parties agree that any and all claims alleging a breach of this contact, other than claims requiring immediate relief to prevent irreparable harm to a Party, public health or the environment, shall be submitted to an alternative dispute resolution process. -28- Such an alternative dispute resolution process may include non -binding mediation, non- binding arbitration, or binding arbitration. The Parties shall agree upon the form and procedures for the agreed upon alternative dispute resolution process. If the matter is not resolved through an alternative dispute resolution process, or if the Parties cannot agree upon the form and procedures for the alternative dispute resolution process, the parties may seek legal recourse from a court of competent jurisdiction. For claims requiring immediate relief to prevent irreparable harm, either Party may seek relief directly from a court of competent jurisdiction without submitting the matter to the alternative dispute resolution process or any notice or resolution process. SECTION 12. GENERAL PROVISIONS 12.1 Entire and Complete Agreement This Agreement constitutes the entire and complete agreement and final expression of the parties with respect to the subject matter it contains, and supersedes all prior or contemporaneous agreements, understandings, arrangements, commitments and representations, whether oral or written. In the event of any conflict between the language set forth in this contract or any of the exhibits hereto, the language in the contract shall prevail and this contract shall be interpreted as if that conflicting language was not a part of the contract between the Parties. Both Parties to the contract shall immediately bring to the attention of the other Party for mutual revision any observed conflict between, or duplication of any contract provisions or any material omissions from the contract. 12.2 Severability -29- If any contract provision is for any reason determined to be invalid, illegal or unenforceable under any applicable law, the remaining provisions of the contract shall remain if effect and bind the Pat -ties; however, the Parties shall negotiate in good faith to amend the contract to effectuate the intent of any invalid, illegal or unenforceable provision. 12.3 Access Farmington shall have the right to inspect any or all of Fayetteville's operations, facilities, financial or operational records as the records relate to this contract. Fayetteville shall have the right to inspect any or all of Farmington's operations, facilities, financial and operational records as they relate to this contract. 12.4 No Third Party Beneficiaries The contract is entered into by the Cities of Fayetteville and Farmington, and is not intended to, nor does it, create any third party beneficiaries or rights in any other person or entity. 12.5 Notices Except as may otherwise be expressly provided, all approvals, requests, reports, notices, communications or other materials or information required or permitted to be made or given by a party to the other party hereunder shall be deemed to have been given or made only if the same is reduced to writing and delivered, either personally or by means of the United States Postal Service or other delivery service, to the Fayetteville or Farmington representative, as the case may be, at their respective addresses as set forth below: If to the City of Fayetteville: -30- Mayor of the City of Fayetteville 113 West Mountain Street Fayetteville, Arkansas 72701 If to the City of Farmington: Mayor of the City of Farmington 354 W. Main St. or P.O. Box 150 Farmington, Arkansas 72730 12.6 Amendment or Waiver Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written instrument signed by the parties. 12.7 City as Public Utility Fayetteville shall perform all work under this contract as a Public Utility. Neither city shall be responsible for the acts or omissions of the other city's officers, agents, employees, contractors and subcontractors. Nothing in the Agreement shall be construed as creating a partnership or joint venture between the Cities of Fayetteville and Farmington. 12.8 Governing Law and Venue It is mutually understood and agreed that this contract shall be governed by the laws of the State of Arkansas and that any cause of action for breach of this contract shall be instituted and maintained in any court of competent jurisdiction in the County of Washington, State of Arkansas. 12.9 Sovereign Immunity Nothing in this contract shall be construed to waive or limit the sovereign immunity enjoyed by both cities. Any provision that could be interpreted as a waiver or -31- ri limitation of either city's sovereign immunity is expressly rejected and invalidated to the extent of such waiver or limitation. 12.10 Exhibits Two exhibits: (1) RJN map of 1-1-07; and (2) Fayetteville/Farmington Population and Cost Breakdown of 1-1-07 are attached and made a part of this contract. IN WITNESS WHEREOF, the Mayor and City Clerk of the City of Fayetteville, Arkansas, by authority of a resolution adopted by the City Council of the City of Fayetteville, Arkansas, and the Mayor and City Clerk of the City of Farmington, Arkansas, by authority of a resolution adopted by the City Council of the City of Farmington, Arkansas, have hereunto set their hand and caused the corporation seal to be affixed and dated this 3'4 day of April 2007. CITY OF FAYETTEVILLE CITY OF FARMINGTON By: DAN COODY, By: ERNIE PENN, Mayor ATTE ( ATTEST: By: �f By: �ildY►.ao S ndra Sm;thr�t} S7% / Kelly Thoi s, City Clerk FAYETTEVILLE; -32- { O O 00D000 O N V) p p N O L- 1 7 .- 00 00 10 M N CI ^O N U Ln 1c I th N tQ L C pJ Cl) (W) Q M Q N ICS Or O r r '' N .. 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I t £."`l , t: a`fi,2 $I /.^ ti.F e . ;1 R cy 4 ]r.# � � h ; • •,: ){ �v r[ � v vim. d'" r 2 �+� t ; fyy�FF(�llt��} fi.. )♦(. vd >- 1 W A. i�r '�M'. \ ♦ 1 DA I'. 1 : .. b •o� sr' y-\\raV'ii" . ' Y Y� e r 1 Y 11> t i I'.f v ♦ r.. v {I \ Y! a ' ♦J♦^5♦i ea �vi"♦ 5 'a� IP any . l t . (i_ -_ J I �y y x-1 . . t 71 r{ Cx .�Jml 'a ` ♦ S 1 I Y_a Tl _ \ Y X 3 ..T'`= "' ` . ii;; sa`i016/a1 if Ar72.' r. A Y�� 1.. f♦a v li i. t d X p %6. I } vT}r v ,. i.->('.1 i3 (� lot. - F . t i1 :I a 11r 1 1 I �.t31.� 1 r '11 , f y . City of Fayetteville, Arkansas Budget Adjustment Form Budget Year Department: Operations Date Requested Adjustment Number 2007 Division: Water & Sewer Maintenance 3/15/2007 Program: Meter Capital Project or Item Added/increased: Project or Item Deleted/Reduced: Funds are required to refund of a portion of rate None; $650,000 is proposed to come from Fund Balance. payments made from February 9, 2004 through April 30, 2007 for all outside City customers. Justification of this Increase: This refund is required by the negotiated Fayetteville - Farmington Wastewater Services Agreement. Account Name istification of this Decrease: Sufficient funds remain within Fund Balance to meet City policies. Increase mxpense suaget tecrease evenue nuagetg Account Number Amount Project Number Sewer Rate Refunding 5400 1840 5311 10 650,000 07022 1 Decrease Expense Budget (Increase Revenue Budget) Account Name Account Number Amount Project Number Use of fund balance 5400 0940 4999 99 650,000 Budget Office Use Only (�jn Type: A B C D E Req ed By Date ' C d D Posted to General Ledger rntect brt Date Posted to Project Accounting 4.5-07 Financervices Director Date Entered in Category Log Mayor Date Initial Date Date Initial Date Initial David Jurgens Submitted By City of Fayetteville Staff Review Form City Council Agenda Items or Contracts 3 -Apr -07 City Council Meeting Date Water/Wastewater Division Water/Wastewater Department x/3/07 "-"7 Service and Operations and Maintenance Service for the City of Farmington, and approve the refund of a portion of rate payments made from 9 February 2004 through 30 April 2007, and approve a budget adjustment of $650,000.00. $ 650,000 Cost of this request 100-1840-5314.69 Account Number 07022 Project Number Budgeted Item n LZL Attorney I. Category / Project Budget Funds Used to Date Remaining Balance Budget Adjustment Attached Water and Wastewater Program Category / Project Name Water and Wastewater Program / Project Category Name Water/Sewer Fund Name Previous Ordinance or Resolution # 171-06 Date Original Contract Date: 10/17/2006 Original Contract Number: N/A ZO 0 Date CITY COUNCIL AGENDA MEMO City Council Meeting of April 3, 2007 To: Fayetteville City Council Thru: Mayor Dan Coody From: Fayetteville Sewer Committee David Jurgens, Water & Wastewater Director Date: March 13, 2007 Subject: Approval of Contract Between the Cities of Fayetteville and Farmington to Provide Wastewater Collection and Treatment System Service and Operations and Maintenance Service for the City of Farmington, and approve the refund of a portion of rate payments made from 9 February 2004 through 30 April 2007, and approve a budget adjustment of $650,000.00. Fayetteville City Administration recommends approval of the Contract Between the Cities of Fayetteville and Farmington to Provide Wastewater Collection and Treatment System Service and Operations and Maintenance Service for the City of Farmington and approve the refund of a portion of rate payments made from 9 February 2004 through 30 April 2007, and approval of a budget adjustment of $650,000.00. The Cities of Fayetteville and Farmington have a 30 year partnership in wastewater collection and treatment, the conditions for which have been agreed upon in two 15 year duration contracts. The current contract, adopted in 1993, expires in 2008 and has become obsolete due to the growth, system upgrade and rehabilitation needs, and other circumstances. Over the last 1% years, negotiating teams from Farmington and Fayetteville have worked to develop a comprehensive contract to meet current and anticipated future wastewater needs of both Cities. The fundamental terms of this agreement were agreed to with Resolution 171-06 on October 17, 2006, by which the Fayetteville City Council approved the terms of the Farmington Position Paper and directed this formal Agreement be drafted to reflect the terms of said Position Paper. This agreement addresses all aspects of the wastewater operations, including: (1) rate development; (2) the refund of a percentage of payments made since the rates adopted on 9 February, 2004; (3) current Wastewater System Improvement Project Upgrades; (4) future capital upgrades; (5) operations and maintenance; (6) sanitary sewer rehabilitation; and (7) ultimate wastewater system ownership. The time line relating to the short term actions required by this agreement is as follows: February 27 Draft Contract delivered to Water/Sewer Committee (w City Attorney comments) February 28 Draft Contract delivered to Farmington representative (w City Attorney comments) March 13 Final Contract delivered to Water/Sewer Committee March 20 Rate adjustment ordinance first reading, announcing public hearing March 21 Advertise rate adjustment and public hearing April 2 Receive final contract signed by Farmington April 3 Public Hearing, Contract, and rate adjustment ordinance presented to City Council April 30 Last date unadjusted rates will be in effect; Refund Date per the contract May I New rates take effect June Refunds processed for payments made from February 9, 2004, - April 30, 2007 BUDGET IMPACT There is an estimated cost not to exceed $650,000.00 incumbent in the refund of a portion of rate payments made from 9 February, 2004 through 30 April 2007. All future costs shall be incurred are incorporated into the wastewater rate structure for outside City wastewater customers. Fayetteville- Farmington Wastewater Service Contract 19Dec06 CC Memo RESOLUTION NO. A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS AND THE CITY OF FARMINGTON, ARKANSAS TO PROVIDE WASTEWATER COLLECTION AND TREATMENT SYSTEM SERVICE AND OPERATIONS AND MAINTENANCE SERVICE TO THE CITY OF FARMINGTON; AND APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF $650,000.00 TO IMPLEMENT THE REFUND OF A PORTION OF RATE PAYMENTS MADE FROM FEBRUARY 9, 2004 THROUGH APRIL 30, 2007. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves a contract between the City of Fayetteville, Arkansas and the City of Farmington, Arkansas to provide Wastewater Collection and Treatment System Service and Operations and Maintenance Service to the City of Farmington. A copy of the contract, marked Exhibit "A" is attached her made a part hereof. « - Section 2. That the City Council of the Ci e . Ile, •kansas hereby approves a Budget Adjustment in the mt of $650,1.00 to implement the refund of a portion of rate yments m fro Februa 9, 2004 through April 30, 2007. SONDRA E. SMITH, City Clerk/Treasurer CONTRACT BETWEEN THE CITIES OF FAYETTEVILLE AND FARMINGTON TO PROVIDE WASTEWATER COLLECTION AND TREATMENT SYSTEM SERVICE AND OPERATIONS AND MAINTENANCE SERVICE FOR THE CITY OF FARMINGTON THIS CONTRACT is entered into by and between the CITY OF FAYETTEVILLE, a municipal corporation of the State of Arkansas (hereinafter referred to as "Fayetteville"), and the CITY OF FARMINGTON, a municipal corporation of the State of Arkansas (hereinafter referred to as "Farmington"), with both municipal corporations hereinafter referred to collectively as the "Parties". RECITALS WHEREAS, Fayetteville owns and operates its sewage collection system and treatment plants pursuant to A.C.A. §14-235-203 and is authorized to collect and treat wastewater from its own inhabitants and also persons and customers outside the corporate limits of Fayetteville; and WHEREAS, Fayetteville recognizes that its sewer collection system and treatment plants are integral to the health and welfare of the greater Fayetteville area, as well as Fayetteville, and intends to collect and treat wastewater to meet the current and future needs of the greater Fayetteville area when such service is requested and the provision of such service is in the best interests of the citizens of Fayetteville; and WHEREAS, Fayetteville and Farmington have established a long-term contractual relationship as evidenced by sewer maintenance and operations contracts between the cities beginning in 1974. The present contract was executed in 1994 pursuant to A.C.A. §14-235-212. This well established working relationship is further evidenced by the mediation agreement entered into in 2004 to clarify the 1994 agreement concerning sanitary sewer rehabilitation. Each city has agreed to implement its individual part of the mediation agreement, with the remaining construction programmed for the year 2007. The total estimated cost of the sanitary sewer rehabilitation that was agreed upon in the 2004 mediation is estimated at $1,420,640 with approximately $942,657 to be incurred by Fayetteville and approximately $477,983 to be incurred by Farmington; and WHEREAS, Fayetteville operates Farmington's Wastewater Collection System, receives wastewater from Farmington customers, and transports and treats the wastewater in Fayetteville's wastewater facilities under Fayetteville's NPDES permits; and WHEREAS, Farmington desires to contract with Fayetteville in accordance with A.C.A. §14-235-212 to continue providing operation and maintenance services for the Farmington Wastewater Collection System, and transportation and treatment of wastewater produced by Farmington customers; and WHEREAS, in meeting this service commitment, Fayetteville must ensure that this role does not place a financial burden on Fayetteville's customers for which the Fayetteville customers do not receive a corresponding benefit, and there should not be a financial burden on Farmington's customers for which the Farmington customers do not receive a corresponding benefit. NOW, THEREFORE, in consideration of mutual covenants and conditions contained herein, it is hereby agreed as follows: SECTION 1. DEFINITIONS l.1 Arkansas Department of Environmental Quality (ADEQ) — The State of Arkansas' Department whose mission is to protect and enhance the state's environment. -2- 1.2 Arkansas Department of Health and Human Services (ADHHS) — State agency whose mission is to protect the health of all of Arkansas' citizens and visitors. 1.3 Arkansas Natural Resources Commission (ANRC) — State agency whose mission is to manage and protect our water and land resources for the health, safety and economic benefit of the State of Arkansas. 1.4 Collector Sewers — Pipes used to collect and carry wastewater from individual sources to an interceptor sewer that will carry it to a treatment facility. (USEPA On -Line Glossary of Terms) 1.5 CMOM — CMOM stands for "Capacity, Management, Operations, and Maintenance". It is a flexible, dynamic framework for municipalities to identify and incorporate widely accepted wastewater industry practices to: (i) better manage, operate, and maintain collection systems; (ii) investigate capacity constrained areas of the collection system; (iii) respond to sanitary sewer overflow (SSO) events. (Water Environment Federation CMOM Reference Manual) 1.6 Capacity Improvements — Any investment in facilities that cause or allow the Fayetteville West Side Wastewater Treatment Plant, Farmington Lift Station #12, or any other components of the sewer collection system to carry or process wastewater which provide a benefit to Farmington by increasing the capacity of the West Side Wastewater Treatment Plant or by extending or increasing the useful life or initial design capacity of the West Side Wastewater Treatment Plant. 1.7 Facilities — Publicly owned components of the sewer collection system and treatment plants including but not limited to sewer pipes, manholes, pump stations, odor -3- control structures, power generators, electrical components, and attendant support facilities thereto. 1.8 Farmington Customers — All sewer customers located within the City of Farmington. 1.9 Farmington Wastewater Collection System — Farmington Publicly Owned Treatment Works including any device or system used in the collection, transportation, or treatment of municipal sewage or industrial wastes of a liquid nature that is owned by Farmington. This definition shall include, but is not limited to, the gravity sewer pipes, collector sewers, transmission mains, force mains, manholes, and all appurtances within the corporate boundaries of Farmington, the Farmington Branch Interceptor, Lift Station #12 and relocated Lift Station #12; Lift Station #12 Force Main located within the corporate boundaries of Farmington and Fayetteville and all other appurtances which are being financed and constructed. Service laterals are generally the responsibility and ownership of the Retail Customer and are thus excluded from this definition. 1.10 Fayetteville Policies — Those policies, procedures, ordinances and resolutions as adopted by the City of Fayetteville City Council, City of Fayetteville Water and Sewer Committee, and/or the City of Fayetteville Water and Wastewater utility. 1.11 Force Main — A sanitary sewer main that operates under pressure, transporting wastewater from one location to another. Taps cannot be made onto Force Mains. 1.12 Infiltration and Inflow (1/I) — Infiltration: The penetration of water through the ground surface into sub -surface soil or the penetration of water from the soil into sewer or other pipes through defective joints, connections, or manhole walls. (USEPA -4- On -Line Glossary of Terms) Inflow — Entry of extraneous rain water into a sewer system from sources other than infiltration, such as open elements, roof drains, basement drains, sump pumps, manholes, and storm drains. (USEPA On -Line Glossary of Terms) 1.13 Independent Consultant — A consultant who is not an employee of an entity, but who has a contractual relationship with that entity to provide a professional service. 1.14 Interceptor Sewers — Large sewer lines that collect the flows from main and trunk sewers and carry them to treatment points. (USEPA On -Line Glossary of Terms) 1.15 Lift Station #12 — The sanitary sewer lift station owned by Farmington and located in the northwest portion of Farmington that pumps the majority of the wastewater from the City of Farmington sanitary sewer collection system to the point of connection to the City of Fayetteville sanitary sewer system. 1.16 Net Plant — Net Plant is the sum of the cumulative investments in the Fayetteville sewer collection system and treatment plants' assets less accumulated depreciation on those assets. 1.17 Operational Capacity — The firm wet weather capacity of a portion of the sewer collection system and treatment plants. In the case of lift stations, firm capacity is defined as the true pumping capacity when the largest pump is out of service. In all cases, operational capacity must allow for wet weather flow, which is defined based on the size of the watershed area. For the West Fayetteville — Farmington basin, operational capacity is defined as a five year one hour storm in which 2.5" of rain falls within any one hour period. For the West Side Wastewater Treatment Plant, operational capacity is -5- defined as a two year one hour rainfall event embedded into a five year twenty four hour rainfall event. 1.18 Sewer Collection System and Treatment Plants — Any municipally owned device or system used in the collection, transmission, storage or treatment (including recycling and reclamation) of municipal sewage or industrial wastes of a liquid nature. This definition includes lift stations, sewers, pipes, or other conveyances only if they convey wastewater to a sewer treatment plant. A.C.A. § 14-235-203 1.19 Pretreatment — Processes used to reduce, eliminate, or alter the nature of wastewater pollutants from non -domestic sources before they are discharged into a municipal sewer collection system. 1.20 Project — Sewer system improvements including the Farmington Branch Interceptor, Relocated Lift Station #12 and the Lift Station #12 Force Main and easements acquired to re-route the areas tributary to the City of Farmington Lift Station (LS #12) to the City of Fayetteville West Side Wastewater Treatment Plant. 1.21 Pump (Lift) Station — Mechanical device installed in sewer or water system or other liquid -carrying pipelines to move the liquids to a higher level. Pumping stations can be either municipally owned components of the sewer collection system or privately owned pumping units serving individual customers. 1.22 Retail Customer — The ultimate consumer of either water or wastewater services who is individually connected to the water distribution or wastewater collection system and receives periodic billing directly from Fayetteville for the services provided irrespective of governmental jurisdictions. -6- 1.23 Sanitary Sewer Overflow — A sanitary sewer overflow (SSO) is any overflow, spill, release, discharge or diversion of wastewater from a sanitary sewer system. Sanitary sewer overflows include: (i) overflows or releases of wastewater that reach waters of the United States; (ii) overflows or releases of wastewater that do not reach waters of the United States; and (iii) wastewater backups into buildings and on private property that are caused by blockages or flow conditions in a sanitary sewer, other than a building lateral. Wastewater backups into buildings caused by a blockage or other malfunction of a building lateral that is privately owned is a sanitary sewer overflow when sewage is discharged off of private property into streets, storm drains, or waters of the State. (Water Environment Federation CMOM Reference Manual) 1.24 Sanitary Sewer Rehabilitation — The work involved in studies, designs, or construction projects with the objective of identifying and/or repairing an existing sewer collection system with the intent of restoring the system to near its original capacity by repairing and/or replacing system facilities with a focus on removing sources of infiltration and inflow from the system. 1.25 Sanitary Sewer Collection System — Any municipally owned system of pipes, pump stations, sewer lines, etc., used to collect and convey sewage to a sewer treatment plant. Temporary storage and conveyance facilities (such as vaults, temporary piping, construction trenches, wet wells, impoundments, tanks, highline, etc.) are considered to be part of the sanitary sewer collection system, and discharges of sewage to these facilities are not sanitary sewer overflows. -7- 1.26 United States Environmental Protection Agency (USEPA) — The Agency of the United States Government that is charged with the responsibility to develop and enforce regulations that implement environmental laws enacted by Congress whose mission is to protect human health and the environment. 1.27 United States Army Corps of Engineers (USACE) — The Agency of the United States Government that is charged with, among other tasks not germane to this agreement, planning, approving, designing, building and operating water resources and managing the nation's wetlands. 1.28 Utility Basis — The allocation of revenue requirements or total cost of service to be derived from rates among the classes of customers served. 1.29 Wastewater System Impact Fee — The existing Fayetteville sewer impact fee assessed upon new development for sewer connections and any other sewer impact fee imposed by a municipality upon new development to generate funding or for recouping expenditures of the municipality that are reasonably attributable to the increased sewer capacity needs of the development. (A.C.A. § 14-56-103) 1.30 West Side Wastewater Treatment Plant — The City of Fayetteville owned Wastewater Treatment Plant located on Broyles Road in Fayetteville. SECTION 2. TERM OF CONTRACT 2.1 Term of Contract Fayetteville agrees to provide capacity, management, operations and maintenance services for the Farmington Wastewater Collection System and receive, transport and treat the Farmington's wastewater for a term of fifteen (15) years from the date of -8- execution of this contract. Farmington agrees to provide all of its sewage received through its sewer collection system to Fayetteville's sewer collection system and treatment plants for a term of fifteen (15) years from the date of execution of this contract and pay for or require its sewer customers to pay for Fayetteville's sewer collection and treatment pursuant to this contract at the rates set by the Fayetteville City Council. 2.2 Farmington's Notice of Future Intent At the end of the tenth (10"i) year of this contract, Farmington shall either provide notice of intent to discontinue purchasing capacity, management, operations and maintenance services from Fayetteville for Farmington's Wastewater Collection System at the end of the term of this contract or provide notice of its intent to negotiate a replacement contract with Fayetteville. 2.3 Farmington Right to Negotiate Capacity Farmington shall have the right to request an increased percentage level of the Operational Capacity as defined herein, upon mutual agreement of all parties for the remaining five (5) years of the contract. 2.4 Fayetteville's Notice of Future Intent At the end of the tenth (10`F') year of this contract, Fayetteville shall either provide notice of intent to discontinue providing capacity, management, operations and maintenance services for Farmington's Wastewater Collection System at the end of the term of this contract or provide notice of its intent to negotiate a replacement contract with Farmington. -9- 2.5 Mutual Agreements At the end of the tenth (10`h) year of this contract, either Farmington or Fayetteville may elect not to renew the contract for services upon the expiration of the fifteen (15) year term herein. If a City elects not to renew, that city shall notify the other City's Mayor, in writing, via certified mail, return receipt, post marked no later than ninety days after the date of the tenth (I Qt) anniversary of the execution of this contract at the City's address listed below. The parties further recognize the potential that, if mutually agreed, the two wastewater systems may consolidate into one singly owned wastewater system. Nothing in this agreement shall compel the merger of the systems. SECTION 3. COLLECTION AND TREATMENT OF WASTEWATER 3.1 Residential and Commercial Wastewater Fayetteville agrees to accept, transport and treat all domestic and commercial wastewater produced by Farmington Customers by utilizing Fayetteville's sewer collection system and treatment plants. 3.2 Industrial Wastewater Industrial wastewater containing toxic or other matter that may be incompatible or harmful to the waste treatment process shall not be discharged into the Fayetteville sewer collection system and treatment plants without the express written consent of Fayetteville. Consent to the industrial wastewater discharge shall not be unreasonably withheld. As a condition to the consent being granted, Fayetteville may require that concentration of such substances in waste discharge to its system be eliminated or -10- reduced to limits acceptable to Fayetteville's sewer collection system and treatment plants. Farmington agrees it shall adopt a sewer use ordinance for pretreatment of industrial waste at least as stringent as Fayetteville's ordinances. This ordinance must be revised as required to reflect changes in Fayetteville's ordinances. Fayetteville will conduct all routine operational pretreatment activities. Implementation and enforcement of the Farmington sewer use ordinance, above and beyond that required by Fayetteville's ordinances, shall be at Farmington's cost. 3.3 Operational Capacity Throughout the term of this contract, Farmington customers shall be granted 8.2% of the Operational Capacity of the Fayetteville West Side Wastewater Treatment Plant. Until such time as the construction of the West Side Wastewater Treatment Plant is completed, Farmington retail and industrial customers shall continue to utilize the Noland Wastewater Treatment Plant and present facilities. SECTION 4. CAPACITY, MANAGEMENT, OPERATIONS AND MAINTENANCE 4.1 Operations and Maintenance Fayetteville agrees to operate and maintain the Farmington Wastewater Collection System in compliance with all applicable federal and state laws, permits and regulations. Fayetteville shall furnish all labor, equipment and materials to provide a predictive, preventative, routine and corrective Capacity, Management, Operations and Maintenance program and replacement schedule for the Farmington Wastewater Collection System, which includes but is not limited to, the municipally owned gravity sewer pipes, force mains, manholes, lift stations and all appurtenances within the corporate boundaries of Farmington, the Farmington Branch Interceptor, Lift Station #12, and relocated Lift Station #12, Lift Station #12 Force Main and all other appurtances which are being financed and constructed. All costs associated with service laterals shall be borne by Farmington customers. 4.2 Access and Inspection Fayetteville shall have full access to inspect the Farmington Wastewater Collection System, and all users' facilities for purposes of inspection, sampling, and any other duties deemed necessary to enforce sewer use ordinance or ensure discharges being made to the sewer system meet all requirements of the ordinance, and for purposes of implementing and performing a Capacity, Management, Operations and Maintenance program and replacement schedule; to monitor, maintain and repair the Farmington Wastewater Collection System to minimize infiltration and inflow into the system and prevent sanitary sewer overflow. Farmington agrees to fully and promptly implement and enforce Farmington Wastewater Collection System ordinances and grants Fayetteville the right to terminate sewer/water service to any Farmington customer who is in violation of these ordinances. 4.3 Regulations and Ordinances Farmington customers shall comply with wastewater rules, regulations and ordinances enacted by the City of Fayetteville. Fayetteville agrees to provide copies of all applicable wastewater usage ordinances enacted before and after the execution of this contract to Farmington. Farmington grants Fayetteville the right to terminate sewer/water service to any Farmington customer who is in violation with Fayetteville's ordinances. -12- 4.4 Adoption and Enforcement of Sanitary Sewer Ordinances Farmington shall adopt and enforce ordinances that meet or exceed Fayetteville's wastewater usage ordinances and shall adopt and enforce ordinances to effectuate the terms and conditions of this contract. SECTION 5. COMPLIANCE WITH LAWS, PERMITS AND REGULATIONS 5.1 Wastewater Treatment Fayetteville shall be responsible for complying with all federal and state laws and regulations and reporting requirements pertaining to the treatment of wastewater. 5.2 Planning Fayetteville shall be responsible for developing, implementing and maintaining a Wastewater Master Planning document and a Capacity Management, Operations and Maintenance (CMOM) Manual that complies with applicable published standards issued by the following regulatory agencies: USEPA, USACE, ADEQ, ADHHS, ANRC and any successor agencies. The plan will include regulatory compliance, Best Management Practices and public health protection. All the aforementioned plans and documents shall be made available to Farmington upon request. 5.3 Fines and Penalties Fayetteville shall be liable for fines and penalties that may be imposed by any regulatory agency for violations of permits, regulations or any other applicable laws related to the operation of its sewer collection system and treatment plants. Farmington -13- shall be liable for fines and penalties imposed for failure to enact or enforce its ordinances or otherwise its failure to comply with the requirements of this contract. SECTION 6. CUSTOMER BILLING 6.1 Utility Service Charge Fayetteville shall be responsible for preparing and issuing monthly utility bills to Farmington customers for sewer service and shall be responsible for administration and collection. Any service charges or surcharges imposed by Farmington shall be a part of Fayetteville's combined water and sewer utilities billing and shall be detailed as "City of Farmington Sewer Surcharge." Any service charges or surcharges imposed by Farmington shall be properly recorded, accounted for separately and remitted as provided herein. Fayetteville shall maintain municipal accounting records in accordance with Arkansas law and shall have the authority to collect amounts owed in accordance with Fayetteville Policies and Arkansas law. The amount charged in monthly utility bills to Farmington customers shall be full compensation for all services provided by Fayetteville under this contract (except as noted below and for required sewer impact fees), which includes wastewater treatment and disposal in accordance with Section 3; operation and maintenance of the Farmington Wastewater Collection System in accordance with Section 4; and customer billing and administration. 6.2 Delinquency Fayetteville shall have the authority to collect delinquent accounts in accordance with Fayetteville Policies and Arkansas law and shall assess late fees and disconnection -14- charges to reimburse for actual cost of disconnection and reconnection of services. Farmington shall not be liable for the cost of collecting delinquent accounts, and disconnection and reconnection charges. 6.3 Sewer Tap Connections Fayetteville is authorized to charge and collect for sewer tap connections to Farmington's Wastewater Collection System in amounts established by the Fayetteville City Council, subject to adjustments during the term of this contract to reflect change in costs. The connection fee shall be based on the cost of providing the service. 6.4 Street Cut and Other Tapping Related Fees Fayetteville is authorized to collect a street cut fee, state highway permit fee and other specific required fees, if applicable, when a sewer tap fee is collected. Fayetteville shall be authorized and responsible to make street cuts as needed for the execution of sewer service improvements and repairs. Upon the completion of the sewer improvements and repairs, Fayetteville shall repair all wastewater utility street cuts within sixty (60) days, weather and asphalt availability permitting, in compliance with Fayetteville ordinances, policies and procedures for street construction and repair. 6.5 Plumbing Permits Farmington shall enact ordinances requiring all of its customers to obtain plumbing permits from the City of Fayetteville and to install all residential, commercial and industrial plumbing in accordance with Fayetteville plumbing code regulations and ordinances. 6.6 Retail Rate Surcharges -15- Farmington is authorized to add a surcharge to sewer rates imposed by Fayetteville. Farmington shall comply with A.C.A. §14-235-223 for these sewer charges. Surcharges shall be collected by Fayetteville and remitted to Farmington monthly. Farmington shall have the right to designate the basis for computing the surcharge (billed water volume, billed sewer volume, flat fee, etc.). All rate surcharges shall be the property of Farmington. Fayetteville will administer and collect the Farmington utility customer surcharge and collect the Farmington Sewer Impact Fee for a fee of 4% annually of the amount collected for both charges. Remittance shall be no more frequently than monthly on the amount collected. The remittance will include documentation of the "Annual Percentage Yield Earned for the month of collection as computed on Fayetteville's current monthly bank statement." Fayetteville shall invest the moneys collected in a manner consistent with Fayetteville's investment of cash and shall remit all investment earnings earned on Farmington's Customer Surcharge. Fayetteville shall invoice Farmington for the 4% service fee on the same frequency as the remittance. Fayetteville shall reflect Farmington's surcharge as a separate line item on monthly utility billings to Farmington's customers. All surcharges shall be properly recorded and accounted for separately. All records will be made available to Farmington upon request. 6.7 Sewer Connections for Customers Receiving Alternate Water Service Farmington customers who do not receive Fayetteville water services shall be provided sewer service during the term of this contract upon the agreement of the Parties to a mutually acceptable method of billing for sewer service which may include a service charge or higher fee to offset increased meter reading or billing costs. Sewer service for -16- Farmington customers receiving alternative sources of water shall receive the same sewer services provided Farmington customers who receive Fayetteville water services as provided hereinabove. 6.8 Taxes and Fees Farmington shall not be authorized and agrees not to impose, levy or charge a franchise tax, surcharge, fee or any other form of exaction upon Fayetteville for the services provided during the term of this contract. SECTION 7. COST OF WASTEWATER COLLECTION AND TREATMENT AND CMOM SERVICES 7.1 Principles and Policies The Parties acknowledge that determining rates based on costs is a wastewater industry practice and historically accepted practice of Fayetteville and its outside city customers. Principles, policies and methodologies to determine rates for wastewater collection and treatment and Capacity, Management, Operations and Maintenance services as described herein are intended to meet the objective of providing fair and equitable cost -based rates. The following general principles and policies are intended to provide guidance to formulating rate studies and associated documentation during the term of this contract and shall be utilized to the extent feasible in setting rates: Adjusting rates upon abrupt changes in financial policies should be avoided. 2. Prepare rate formulations that are easy to administer and understand. -17- 3. Determine rates that are "fair and equitable" while balancing the needs of all Parties. 7.2 Framework for Determining Rates After taking into consideration the basic principles set forth above, retail wastewater treatment and collection system rates shall be developed by Fayetteville for Farmington customers based on the following framework: 1. Fayetteville and Farmington agree to collaborate on the criteria for rate adjustments to be utilized by an independent rate consultant to develop rates which are fair and equitable across all customer classes. 2. Utility rate studies require professional judgment. The Independent Consultants shall be instructed to use their professional judgment to develop a rate study that is fair and equitable and neither overly favorable nor burdensome to either Party. 3. The Independent Consultants shall possess a national reputation with demonstrable expertise in water and wastewater utility rate making and employ registered professional engineers and such other professionals as needed to develop the necessary criteria for rate making purposes to ensure that wastewater utility rates are fair and equitable across all customer classes computed on a cost of service basis. Fayetteville will incur the cost of the Independent Consultants. The Fayetteville Independent Consultant Selection Process shall include a Farmington representative designated by the Farmington Mayor. 4. The rate study analysis shall conform to generally accepted rate setting practices and be in compliance with the mutually agreed upon rate methodology based in whole or part on published rate making standards adopted and published by the -18- American Water Works Association (AWWA), Water Environment Federation (WEF) and other rate setting methodologies of authoritative organizations and practice manuals. 5. The cost of services rate calculation shall be a Utility Basis approach. It shall include all cost of service and the operations, maintenance and replacement cost for facilities which provide capacity enhancement or extend utilization of the existing capacity of Westside Treatment Plant and shall contain a rate of return allocation on the Net Plant required to provide service to Farmington customers. The rate of return percentage shall be computed by determining the average of interest rates for all outstanding Fayetteville water and sewer revenue bond issues at the time of each rate study and then adding to the average interest rate computation a premium of 1.5% to arrive at a total rate of return. The rate of return percentage provides compensation to the Fayetteville rate payers for Fayetteville's investment in the Fayetteville sewer collection system and treatment plants, and recognizes Fayetteville's ownership, risk and contributions. The determination of Net Plant shall exclude monies acquired and assets purchased with USEPA Grants or other forms of contributed capital, assets purchased utilizing loans supported in part or whole by USEPA Grants or other types of grants and assets purchased with a sales and use tax enacted by either Fayetteville or Farmington. 7.3 Rate Adjustments If the current wastewater rate study (estimated completion date in the second quarter of 2007) recommends a system -wide rate change prior to 2009, the rate may be adjusted accordingly in 2007 or 2008. Otherwise, the rate schedule established in Section 8 below is subject to adjustment by Fayetteville in 2009 and thereafter when Fayetteville rates are adjusted on a system -wide basis. Fayetteville agrees to provide Farmington a -19- written notice sixty days (60) days prior to commencement of the process to adjust rate schedules. SECTION 8. ADJUSTMENT OF 2003 RATE STRUCTURE AND REFUND Fayetteville recognizes that Farmington citizens have made and will continue to make significant contributions to the sales and use taxes utilized by Fayetteville to fund the Fayetteville Wastewater System Improvements Project. In consideration thereof, Fayetteville agrees to adjust the wastewater usage rate for Farmington Customers from the current rate of $7.16 per 1,000 gallons to $4.66 per 1,000 gallons plus any Farmington surcharge, apply the adjusted rate retroactively to February 2004 and refund 69.5% of the overpayments made by Farmington customers from February 2004 to the date of rate change. Pursuant to Section 8 of this contract, Fayetteville shall compute the refund amount due all current Fayetteville Water or Sewer customers who resided in Farmington and paid the higher sewer rate during all or some of the period of February, 2004 to the last day said higher rate is in effect, and send all current Fayetteville Water or Sewer customers who resided in Farmington a check with the proper net amount. Bad debt, etc., if any, owed to the Fayetteville Water and Sewer Department will be subtracted from the gross refund amount due any customer. An explanation of this refund pursuant to the contract between Farmington and Fayetteville will be included in the bill. Fayetteville shall also compute the amount of refund due previous customers who are no longer current customers of the Fayetteville Water and Sewer Department and who thus could not receive credits on existing bills. Fayetteville agrees to put forth a good faith effort, up to and including advertising, to provide these funds to the previous 20- customers. Any funds remaining shall either escheat to the State of Arkansas, in compliance with § 18-28-201 of the Arkansas Code pertaining to the Unclaimed Property Act, or be reinvested in the wastewater system, if allowed. Fayetteville and Farmington agree that the negotiated rate ($4.66/1,000 gallons) plus Farmington's surcharge shall be in effect until a rate analysis as prescribed in Section 7 above has been completed and adjusted rates are implemented unless the rate study currently underway and anticipated to be completed during the 2"d quarter of 2007 recommends a per 1,000 gallon rate greater than $4.66 as part of a system wide rate change. SECTION 9. WASTEWATER SYSTEM IMPACT FEES Fayetteville and Farmington have jointly contributed funds to commission the preparation of a development impact fee study in accordance with Arkansas Code Annotated § 14-56-103. Upon the completion of the study, the Parties may assess, collect, and expend development impact fees for the planning, design and construction of new public facilities and for capital improvements to existing public facilities that expand the capacity of the facilities. 9.1 Fayetteville Wastewater Impact Fee As soon as this contract is approved by both parties, the existing Fayetteville Wastewater Impact Fee enacted as § 159.02 of the Unified Development Code of the City of Fayetteville shall be applicable and enforced for all new development within Farmington just as it is to new development in Fayetteville. -21 - Upon completion of any new wastewater development impact fee study and adoption by Fayetteville of a new or amended wastewater impact fee ordinance, the new or amended impact fee ordinance shall be applicable and enforced within Farmington identically to its enforcement in Fayetteville. Farmington shall immediately enact Fayetteville's wastewater impact fee ordinances (and any amendments thereto) after Fayetteville provides notice of any such impact fee ordinance to ensure that Fayetteville's wastewater impact fee shall apply to all new development in Farmington. 9.2 Farmington Wastewater Impact Fee Upon completion of the study referred to in Section 9, Farmington shall adopt a development impact fee ordinance and shall assess and collect impact fees from new sewer connections within the corporate boundaries of Farmington. Farmington shall also assess and collect impact fees from new sewer connections in areas of Fayetteville served by the Farmington Wastewater Collection System. Fayetteville shall pass any necessary ordinance to ensure Farmington may legally collect this wastewater impact fee in the part of Fayetteville served by Farmington's sewer collection system. Farmington anticipates annexing Basins I-54 and I-55 located south of Farmington's corporate boundaries in Washington County. In the event this or any other territory is annexed into Farmington, Farmington and Fayetteville may assess and collect impact fees from new sewer connections, as determined by a development impact fee study. 9.3 Collection of Impact Fees Development impact fees shall be collected by methods authorized by Arkansas law and approved by the Parties. The Parties agree to assess and collect the development -22- impact fees as provided herein, deposit the fees separately into special interest -bearing accounts and remit the funds that each Party collects for the other on a semi-annual basis unless a more frequent distribution is required by a debt instrument. Interest earned on money in a separate account shall likewise be remitted to the Party receiving the development impact fees from the account. Fayetteville shall invest the moneys collected in a manner consistent with Fayetteville's investment of cash and shall remit all investment earnings earned on Farmington's Impact Fee collections and shall invoice Farmington the 4% service fee on the same frequency as the remittance of collections. 9.4 Developments and Property Owners The Parties agree to provide each other on a monthly basis a listing of individual property owners from which an impact fee was collected. The Parties' respective planning commissions, city councils and city representatives shall also provide each other with copies of the applications of plats of subdivisions and large scale developments within the RJN map dated January 1, 2007 as soon as they have been submitted to the City. 9.5 Ownership of Facilities The Parties acknowledge that Farmington owns the Farmington Wastewater Collection System as defined in Section 1.9 above. The Parties further acknowledge that Fayetteville does not claim ownership in the Farmington Wastewater Collection System and that collecting development impact fees within the corporate boundaries of Farmington does not confer ownership of facilities for which the development impact fees are collected in Farmington. -23- The Parties acknowledge that Fayetteville owns the Fayetteville Sewage Collection System and Treatment Plants. The Parties further acknowledge that Farmington does not claim ownership in the Fayetteville Sewage Collection System and Treatment Plants and that collecting development impact fees within the corporate boundaries of Fayetteville or Farmington does not confer ownership of facilities for which the development impact fees are collected. SECTION 10. CONSTRUCTION AND EXPANSION OF THE FARMINGTON WASTEWATER COLLECTION SYSTEM 10.1 Construction of Facilities Farmington and Fayetteville agree to cost share the construction of the Farmington Branch Interceptor, relocated Lift Station #12 and the Lift Station #12 Force Main to the Head Works of the Westside Wastewater Treatment Plant, hereinafter referred to as the Project. The Parties acknowledge that the estimated construction cost of the Project, as of January 1, 2007, is $5,586,930 based upon the service area plan prepared by RJN and dated January 1, 2007. Estimated engineering fees as of November 21, 2006 are $1,095,291. The Project consists of designing and replacing the Farmington Branch Interceptor between Fayetteville's Lift Station #11 and Farmington's relocated Lift Station #12, and the design and construction of the relocated Lift Station #12 and the Force Main from relocated Lift Station #12 to a point of connection at the Westside Wastewater Treatment Plant. The Farmington Branch Interceptor is being constructed to increase the capacity for both Farmington customers and Fayetteville customers in the surrounding drainage basins that will be utilizing the Fayetteville sewer collection system -24- and treatment plants. The relocated Lift Station #12 and the Lift Station #12 Force Main to the Westside Wastewater Treatment Plant shall be designed and constructed to increase wastewater flow capacity to no less than estimated requirements for the year 2030. If Farmington chooses to include any land area beyond that served in the RJN plan dated January 1, 2007 the capital, engineering and all other cost associated with that service expansion shall be the responsibility of Farmington. 10.2 Cost of Construction Farmington and Fayetteville agree to cost share the construction cost of the Project for serving areas identified to be served by the RJN Plan dated January 1, 2007. The construction cost estimated by RJN and based on the service area map dated January 1, 2007 is $5,586,930.00 and incorporates the annexations completed during 2006. $4,221,779.00 of this construction cost is allocated to and shall be paid by Farmington and includes the cost of providing capacity to serve Basins I-54 and 1-55, in the Farmington Wastewater System. Fayetteville is allocated $1,365,151.00 of the construction cost of the improvements to the Farmington Wastewater System. If Fayetteville annexes Basin 1-54 and/or Basin I-55 Fayetteville agrees to pay the cost of providing capacity to serve these two areas in the Farmington Wastewater Collection System. The cost to provide capacity in the Farmington Wastewater System for Basins 1-54 and I-55 is estimated at $745,937.00. Both Parties agree that each Party shall incur the construction, engineering and right of way costs to provide wastewater facilities for the additional areas annexed by each Party after the execution of this contract. -25- The Parties further agree that Farmington shall not be required to pay more than $480,000.00 in engineering fees and associated costs, unless there is a change in the cost of engineering due to a scope of work change requested by Farmington. Farmington also agrees to acquire the necessary right of ways and easements at an estimated cost of $432,640.00 and pay value engineering fees of $39,844.00. 10.3 Adjustments in Farmington Service Area In the event Farmington expands its corporate boundaries or acquires additional service area that is not being served at the time this contract is executed, Fayetteville agrees to accept and treat the wastewater from the additional service area, subject to Farmington's customers paying wastewater treatment impact fees in the additional service area and subject to the 8.2% limit of paragraph 3.3. 10.4 Extension of Lines to Serve Adjacent Areas of Fayetteville Fayetteville shall have the right to make extensions from any part of the Farmington Wastewater System to serve adjacent areas. Those customers inside the corporate limits of Farmington shall be deemed to be Farmington customers and subject to Farmington surcharges. Fayetteville shall bear the responsibility for the costs of any extension to serve adjacent areas within Fayetteville and the cost of increasing the capacity in Farmington's Wastewater Collection System to provide the necessary capacity to serve the increased Fayetteville customer base of any extension to serve areas not contemplated to be served as reflected in the RJN Map dated January 1, 2007. 10.5 Extension of Lines to Serve Adjacent Areas of Farmington Farmington shall have the right to make extensions from Farmington's Interceptor Line to serve adjacent areas as long as Farmington does not serve customers inside -26- Fayetteville's corporate boundaries. Farmington shall bear the cost of engineering, easements and construction of any extension to serve areas not contemplated to be served as reflected in the RJN map dated January 1, 2007. 10.6 Manhole Adjustments Farmington shall be responsible for ensuring that wastewater manholes are re- established to the proper elevation after Farmington city initiated street widening, reconstruction or overlay projects are completed. This sewer work must meet the City of Fayetteville's specification. Manholes must be raised/lowered to grade within sixty (60) days of being covered. Farmington will be responsible for any claims or cost incurred by emergencies that are worsened by manholes being covered by a City of Farmington street project. 10.7 Approval of Plans and Specifications Plans and specifications for additions and modifications to the Farmington Wastewater Collection System must be reviewed and approved by the Fayetteville City Engineer and the Arkansas Department of Health and Human Services for each commercial, industrial and residential development prior to the approval of the final plat or large scale development. Fayetteville's City Engineer shall provide, on request, copies of technical reports which were prepared as a part of the City of Fayetteville review and approval process to Farmington for each proposed development within Farmington's corporate boundaries and Farmington's growth area for wastewater collection system utilization. 10.8 Communication -27- Fayetteville shall notify Farmington in writing concurrent with notification to the Fayetteville Sewer Committee and any other governmental entity of all proposed significant changes to Fayetteville's management of Fayetteville's sewage collection system and treatment plants, wastewater usage ordinances, rules and regulations, including but not limited to, capacity management techniques, capacity improvements and operational changes. SECTION 11. DISPUTE RESOLUTION 11.1 Written Statements If a dispute arises, the Parties agree to provide written statements addressing the dispute to resolve the matter. The Party receiving the written dispute shall have ten (10) business days to acknowledge and respond. The Parties will attempt to resolve the matter without formal discussions. 11.2 Meeting If the Parties cannot resolve the dispute within thirty days, a meeting will be scheduled between the Parties' respective sewer committees and representatives within the next thirty (30) days to resolve the matter. If a resolution cannot be reached and agreed upon by the Parties' representatives, within sixty (60) days of the initial written dispute, the matter shall be referred to the alternative dispute resolution process. 11.3 Alternative Dispute Resolution Process The Parties agree that any and all claims alleging a breach of this contact, other than claims requiring immediate relief to prevent irreparable harm to a Party, public health or the environment, shall be submitted to an alternative dispute resolution process. -28- Such an alternative dispute resolution process may include non -binding mediation, non- binding arbitration, or binding arbitration. The Parties shall agree upon the form and procedures for the agreed upon alternative dispute resolution process. If the matter is not resolved through an alternative dispute resolution process, or if the Parties cannot agree upon the form and procedures for the alternative dispute resolution process, the parties may seek legal recourse from a court of competent jurisdiction. For claims requiring immediate relief to prevent irreparable harm, either Party may seek relief directly from a court of competent jurisdiction without submitting the matter to the alternative dispute resolution process or any notice or resolution process. SECTION 12. GENERAL PROVISIONS 12.1 Entire and Complete Agreement This Agreement constitutes the entire and complete agreement and final expression of the parties with respect to the subject matter it contains, and supersedes all prior or contemporaneous agreements, understandings, arrangements, commitments and representations, whether oral or written. In the event of any conflict between the language set forth in this contract or any of the exhibits hereto, the language in the contract shall prevail and this contract shall be interpreted as if that conflicting language was not a part of the contract between the Parties. Both Parties to the contract shall immediately bring to the attention of the other Party for mutual revision any observed conflict between, or duplication of any contract provisions or any material omissions from the contract. 12.2 Severability -29- If any contract provision is for any reason determined to be invalid, illegal or unenforceable under any applicable law, the remaining provisions of the contract shall remain if effect and bind the Parties; however, the Parties shall negotiate in good faith to amend the contract to effectuate the intent of any invalid, illegal or unenforceable provision. 12.3 Access Farmington shall have the right to inspect any or all of Fayetteville's operations, facilities, financial or operational records as the records relate to this contract. Fayetteville shall have the right to inspect any or all of Farmington's operations, facilities, financial and operational records as they relate to this contract. 12.4 No Third Party Beneficiaries The contract is entered into by the Cities of Fayetteville and Farmington, and is not intended to, nor does it, create any third party beneficiaries or rights in any other person or entity. 12.5 Notices Except as may otherwise be expressly provided, all approvals, requests, reports, notices, communications or other materials or information required or permitted to be made or given by a party to the other party hereunder shall be deemed to have been given or made only if the same is reduced to writing and delivered, either personally or by means of the United States Postal Service or other delivery service, to the Fayetteville or Farmington representative, as the case may be, at their respective addresses as set forth below: If to the City of Fayetteville: -30- Mayor of the City of Fayetteville 113 West Mountain Street Fayetteville, Arkansas 72701 If to the City of Farmington: Mayor of the City of Farmington 354 W. Main St. or P.O. Box 150 Farmington, Arkansas 72730 12.6 Amendment or Waiver Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written instrument signed by the parties. 12.7 City as Public Utility Fayetteville shall perform all work under this contract as a Public Utility. Neither city shall be responsible for the acts or omissions of the other city's officers, agents, employees, contractors and subcontractors. Nothing in the Agreement shall be construed as creating a partnership or joint venture between the Cities of Fayetteville and Farmington. 12.8 Governing Law and Venue It is mutually understood and agreed that this contract shall be governed by the laws of the State of Arkansas and that any cause of action for breach of this contract shall be instituted and maintained in any court of competent jurisdiction in the County of Washington, State of Arkansas. 12.9 Sovereign Immunity Nothing in this contract shall be construed to waive or limit the sovereign immunity enjoyed by both cities. Any provision that could be interpreted as a waiver or -31- limitation of either city's sovereign immunity is expressly rejected and invalidated to the extent of such waiver or limitation. 12.10 Exhibits Two exhibits: (1) RJN map of 1-1-07; and (2) Fayetteville/Farmington Population and Cost Breakdown of 1-1-07 are attached and made a part of this contract. IN WITNESS WHEREOF, the Mayor and City Clerk of the City of Fayetteville, Arkansas, by authority of a resolution adopted by the City Council of the City of Fayetteville, Arkansas, and the Mayor and City Clerk of the City of Farmington, Arkansas, by authority of a resolution adopted by the City Council of the City of Farmington, Arkansas, have hereunto set their hand and caused the corporation seal to be affixed and dated this day of April 2007. CITY OF FAYETTEVILLE By: DAN COODY, Mayor ATTEST: By: Sondra Smith, City Clerk By: CITY OF FARMINGTON ERNIE PENN, Mayor ATTEST: By: Kelly Thomas, City Clerk 32- O O 0ce))mo 0 T- M N L In iO O V V O) co O r r W (O M r 0) L :.: N N 1n M N r t c CO CO C O N 00 - Y J) 'S M M V M V N N r O O r r M l td Q ~ fA fA f9 fA fA to C 0 O O O N tO O O O OOO r O O O O O N V O O O OOO Z a O u] L[) N n C Ct a0 O N r M U) O O O N Nr r 0 00r 0 0. O) O) r- o) o r` (o o) r- O) r` C) ` 0 W M M (+O Oi r6 M M 0000) 7 'at O N M00 V N 0 NNR E 11] 1O (O N N O N O 4.O(OO C OC W r N N r N .a)) (0 O O C Z m c w - fA FA 5555 Ift S5& L N a z . � L .0 O O _00 H �. p O O O O O) O O 0 O N Z 0) Nonn')coo N y0 Y 0) aci a ZU Q r r O) (O r (O aO c9 00 O 2 N N V 1O (O (O % O C_ J 0 O. p LL (O v 0 1n co (o N E 3 f oo r rO r � 0 0 Q ° Q) a) L L m U — v 0 O O O (O LO o O o m c O O 0N -C'100 " .L., a) N N o r M o C d 3 O (Oo CCOO O H o o r0('va _o -0 tO c ci 4J O~ c OO) O) o v ((oO 0 0 0 O p M C) O 0 j J Z n Q o v LU Z f9 fA f9 fA FA 0 O o O M J Cl O c ns N a) E �= y 41 0 E r r O r N O) O O) .LO. C O J Q. C N 0 LL ! r r 0 0 Z t 'OW a 0 5 m 0- A N r W O Q c c On 0 n a a) - m n) a an a a) a E O O 0 a C G . c J o O 00 r M M W W N y 0 M W r W N 0 W N lO N (O 00 N C 0 O M M J W CO (O r O O E L E N V V O) (17 (O O1O r _ a 0 r O r C N a) N r r a r r a O a C u co u rnrn o r O C O= c R tya A 0 J A O N tr0 q c C 0 O J O O w z 0 f• ~ J fn O (n c W fn Z (/) W m y m U Z W c W Q C M 0 L O L N U LL U F- N Q QON LL CO O a LL U. 2. W Z r N K M 7 C / I A M= 1 1 • n.J1f r II" R4\ " �.Y h I a'Vi_ Ii i r q. 3 i•• a 0 r. i I � w ' r ti �..% 'I" II. -' Y• 1 } jY.. I �•- If, L:: v Sa ' L li w 1 1 ii `.r/' ♦ :M ♦ 1{ ' 1l((�+jV�l L}�, .�T =•�i 1 • • v`I �' T•I� J� %r~ , �li•a♦ f • i�I ll.i • iII( I _ _ I I r s: I , r v p{ 1• r •a " i ate.. • /. i ,. M1 e, t• � ( „1. -mow. u .. e :i: y■+ • ' Q1• , 1 a,l. 1 ' ] emsi. .�. •� ,. nY 'y .. I; I Y1 { L .,{ •1 /r i • it .1-F 1 ..•- f �. I r'. . L • v , i•.aa F 1 T'rr-y e •. •FN� ♦ � j. JJ CSI ^• t 1/ — 3 • I •G a �t. Y'` 1 w .\ . owwj•. pa�vr. Ili ia\�` �.'• I ..'.., .� a., 1. • • t ••µms +a\Sa I wa; I I i i • • 5 1 •:�� I 1' rte. ._: '. ' r:^.. 7; I• ;"; yu ;fir f.R+�l,l . _ (4/6/2007) Lisa Branson - Res. 61-07 Page 1 From: Lisa Branson To: Jurgens, David Date: 4/6/2007 9:35 AM Subject: Res. 61-07 Attachments: 61-07 Fay -Farmington Wastewater Contract.pdf CC: Audit; Fell, Barbara David, Attached is a copy of the above resolution passed by City Council, April 3, 2007. I will forward to you via interoffice mail two of the three original agreements with Farmington and forward to Budget & Research the original budget adjustment. If anything else is needed please let me know. Have a good day. Thanks. Lisa