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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/04/2000 - RESOLUTION 2000-54 AUTHORIZING THE MAYOR TO EXECUT AGENDA ITEM SUMMARY ITEM NUMBER: 17 DATE: April 4, 2000 FORT COLLINS CITY COUNCIL j STAFF: Jim Hibbard SUBJECT: Resolution 2000-54 Authorizing the Mayor to Execute an Intergovernmental Agreement with the North Weld County Water District, the North Weld County Water District Enterprise, the Soldier Canyon Filter Plant and the City Water Utility Enterprise for the Delivery of Potable Water. RECOMMENDATION: Staff recommends adoption of the Resolution. At its January 27, 2000 meeting, the Water Board unanimously recommended approval. FINANCIAL IMPACT: The proposed IGA would increase revenue to the Water Fund. The amount of additional revenue would be negligible in 2000, gradually increasing to as much as $175,000 per year by 2010. EXECUTIVE SUMMARY: The proposed intergovernmental agreement is the result of continued cooperative efforts between the City and neighboring water districts. The agreement would enable the exchange of treated water between the City and North Weld County Water District. The proposed agreement calls for the City to receive treated Soldier Canyon water into its distribution system at the treatment plant on west LaPorte Avenue and North Weld to take an equal amount out of the City's transmission main at Summit View Road north of Vine Drive. North Weld benefits by delaying construction of a transmission line for 10 to I5 years. The City gains a return on capital. investment in its transmission line from the rental of transmission line capacity. Both entities gain from the increased flexibility in the event of an emergency or during capital construction. The proposed agreement is modeled after an existing agreement between the City and the Fort. Collins - Loveland Water District. BACKGROUND: Several years ago staff began to meet with representatives from neighboring water districts tc discuss opportunities for cooperation. The group became known as the "Regional Water Cooperation Committee" (RWCC) and is comprised of staff from the City, Fort Collins- Loveland Water District (FCLV), East Latimer County Water District (ELCO), North Weld County Water District (NWC), and the Soldier Canyon Filter Plant. DATE: April 4, 2000 2 ITEM NUMBER: 17 A little over a year ago, the RWCC had its first success. An intergovernmental agreement for the exchange of water between the City and FCLV was approved. This was a simple, practical "win-win" solution for both agencies. The City receives treated Soldier Canyon water into its distribution system at the treatment plant on west LaPorte Avenue and FCLV takes an equal amount out of the City's transmission main at Taft Hill Road and Harmony Road. FCLV avoided the construction of a large transmission main from their pump station to its service area on the south side of the City. The City gained revenue from the rental of transmission line capacity. Both entities gained flexibility in the event of an emergency. Almost as important as these tangible benefits however, was the demonstration that the City and the Districts could work together, avoid duplication, and provide benefit to all our respective customers. Buoyed by this success, the RWCC commissioned a joint distribution system study to look for other opportunities for cooperation. This complex study was in essence a combined planning study, looking at the water distribution systems serving the combined service areas over 20 years into the future. Close to a dozen different scenarios were studied. The result was the identification of numerous opportunities for mutually beneficial cooperation. The proposed intergovernmental agreement between the City and NWC is the first opportunity resulting from the joint study. The proposed agreement is very similar to the existing agreement with FCLV. NWC needs to build a transmission line north of the City to serve their customers east of the City. The proposed agreement calls for the City to receive treated Soldier Canyon water into its distribution system at the treatment plant on west LaPorte Avenue and NWC to take an equal amount out of the City's transmission main at Summit View Road north of Vine Drive. NWC can delay construction of their transmission line for 10 to 15 years. The City gains a return on capital investment in its transmission line from the rental of transmission line capacity. Both entities gain from the increased flexibility in the event of an emergency or during capital construction. The intergovernmental agreement proposed enables the exchange of water and sets forth the terms and conditions of the exchange. The intent is for the amount of water exchanged to be equal, with the water metered and any significant difference paid for at a rate outlined in the agreement. The agreement also spells out compensation terms for use of the City transmission line. Operational details such as responsibility for maintenance and repairs of city and district structures are included in the agreement. Water quality monitoring frequencies, treatment standards, and procedures for dealing with emergencies are outlined in agreement exhibits so that customers are assured of equally high quality water, whatever the source. A commitment to close communication and ongoing coordination between the two treatment plant managers is included as well. The agreement includes an acknowledgment of intent to further cooperate with the three districts in the future, but also includes various conditions for termination. The proposed agreement will result in additional revenue to the water fund from the rental of transmission line capacity. It is anticipated that this will gradually increase from negligible in 2000 to as much as $175,000 per year in 10 to 15 years. The actual amount is dependent on the peak day exchange rate. The proposed agreement will decrease net expenses for NWC, as a result of the delaying of significant capital expenditure. TION 2000-54 O OF THE COUNCILCIL OFF THE CITY OF FORT COLLINS AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH THE NORTH WELD COUNTY WATER DISTRICT, THE NORTH WELD COUNTY WATER DISTRICT ENTERPRISE, THE SOLDIER CANYON FILTER PLANT AND THE CITY OF FORT COLLINS WATER UTILITY ENTERPRISE FOR THE DELIVERY OF POTABLE WATER WHEREAS, the City of Fort Collins (the"City") owns a water utility that acquires, treats, transmits and distributes potable water through a variety of water utility facilities located within the city; and WHEREAS, the North Weld County Water District (the "District") is a special District organized and existing under Colorado law that also operates a water utility which acquires,treats, transmits and distributes potable water through a variety of water utility facilities located within Larimer and Weld Counties, Colorado; and WHEREAS,the City and the District have been exploring the possibility of sharing the use of their respective water utility facilities in order to avoid expensive duplication of such facilities, as well as to find ways to optimize the use of their respective water resources; and WHEREAS,the City and the District believe they can achieve these results by entering into • an agreement whereby the parties agree to deliver potable water to each other; and WHEREAS, the terms and conditions pursuant to which the City and the District would exchange potable water are set forth in the "Intergovernmental Agreement for the Delivery of Potable Water," a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference (the "Agreement"); and WHEREAS, pursuant to C.R.S. §29-1-203(1), the City and the District are authorized to cooperate or contract with one another to provide any function,service or facility lawfully authorized to each of them. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS that the Council hereby approves the Agreement and authorizes the Mayor to execute the Agreement on behalf of the City. Passed and adopted at a regular meeting of the City Council held this 4th day of April,A.D. 2000. Mayor ATTEST: • City Clerk EXHIBIT "A" • INTERGOVERNMENTAL AGREEMENT FOR THE DELIVERY OF POTABLE WATER This Agreement is made and entered into this _ day of , 2000, by and between the CITY OF FORT COLLINS, a Colorado municipal corporation, (hereinafter referred to as "the City"), the CITY OF FORT COLLINS WATER UTILITY ENTERPRISE, an enterprise of the City (hereinafter referred to as "the City Enterprise" ), the NORTH WELD COUNTY WATER DISTRICT, a political subdivision of the State of Colorado, (hereinafter referred to as "the District"), the NORTH WELD COUNTY WATER DISTRICT ENTERPRISE, an enterprise of the District (hereinafter referred to as "the District Enterprise"), and SOLDIER CANYON FILTER PLANT, a governmental entity created under State law by intergovernmental agreement (hereinafter referred to as "Soldier Canyon"). • WITNESSETH : WHEREAS, the City is a home rule municipality organized and existing under Colorado law that owns a water utility which acquires, treats, transmits and distributes potable water (hereinafter referred to as "the City Water Utility"); and t WHEREAS, in doing so, the City owns and the City Water Utility operates a water treatment plant located at 4316 West LaPorte Avenue, Fort Collins, Colorado (hereinafter referred to as "the City's Treatment Plant"); and WHEREAS, the City Water Utility distributes potable water to its customers through a variety of water transmission facilities located within the City (hereinafter referred to as "the City's Transmission Facilities"); and WHEREAS, the District is a special district organized and existing under Colorado law 1 that also operates a water utility which distributes potable water through a variety of water transmission facilities located within Larimer and Weld Counties, Colorado (hereinafter referred to as "the District's Transmission Facilities"); and WHEREAS, the City Enterprise and the District Enterprise were created by the City and the District, respectively, in order to comply with the provisions of Section 20, Article X of the Colorado Constitution and Article 45.1 of Title 37 of the Colorado Revised Statutes in order to permit the City and the District, acting through their respective enterprise, to issue revenue bonds and enter into multi-year fiscal obligations in connection with their operation of a water utility; and WHEREAS, the City Enterprise and the District Enterprise are made parties to this Agreement solely for the purpose of entering into any multi-year fiscal obligation required under this Agreement; and WHEREAS, the District has previously entered into that certain "Amended Intergovernmental Agreement" dated December 9, 1995, (hereinafter referred to as "the Soldier Canyon IGA' with the East Larimer County Water District (hereinafter referred to as "ELCO") and the Fort Collins-Loveland Water District(hereinafter referred to as"FCLWD"); and WHEREAS, the Soldier Canyon IGA created Soldier Canyon as a separate governmental entity pursuant to C.R.S. Section 29-1-203; and WHEREAS, the Soldier Canyon IGA provides that Soldier Canyon shall be responsible for the operation, maintenance and management of the water treatment plant located at 4424 West LaPorte Avenue, Fort Collins, Colorado, which is jointly owned by the District, ELCO and FCLWD (hereinafter referred to as "the Soldier Canyon Treatment Plant"); and 2 WHEREAS, pursuant to C.R.S. Section 29-1-203(1), governmental entities in Colorado • are authorized to cooperate or contract with one another to provide any function, service or facility lawfully authorized to each of the cooperating or contracting governmental entities; and WHEREAS, the City and the District have been exploring the possibility of sharing the use of their respective water facilities in order to avoid expensive duplication of these facilities, to find ways too optimize the use of their respective water resources; and as well as p Ys P WHEREAS, the City and the District believe that they can achieve these results by entering into this Agreement whereby the parties agree to exchange potable water in accordance with the terms and conditions of this Agreement; and WHEREAS,the City has entered into a similar cooperative intergovernmental agreement with FCLWD; and • WHEREAS, it is also the desire of the City to enter into a similar cooperative intergovernmental agreement with ELCO in the future when it becomes advantageous for the City and ELCO to do so; and WHEREAS, the City, the District, ELCO, and FCLWD have completed a joint study of their respective water distribution systems; and WHEREAS, this joint study recommends that the City deliver potable water to the District at a proposed connection between the City's Transmission Facilities and the District's a Transmission Facilities located in Fort Collins, Colorado on Summit View Drive approximately y 2,400 feet north of Vine Drive (hereinafter referred to as the"Northeast Delivery Point"); and WHEREAS, the City's and the District's objective under this Agreement is to establish the framework and the mechanisms by which they can work cooperatively to exchange potable . 3 water, thereby sharing water treatment and transmission facilities so as to avoid the expense of duplicating them in the future and thereby optimizing their respective water supplies. NOW, THEREFORE, in consideration of the parties' mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and accuracy of which are hereby acknowledged, the parties hereto agree as follows: 1. Term of Agreement. The obligations of the parties under this Agreement shall be perpetual in duration and shall not expire unless terminated as provided in paragraph l0.or 11. below. 2. Delivery f Potable Water to the District. When requested by the District, the City, acting through the City Water Utility, shall deliver potable water to the District at the Northeast Delivery Point and at the Soldier Canyon Treatment Plant, subject to the following terms and conditions: A. In making its request, the District shall designate to the City the date delivery is desired,the point of delivery and the amount of water to be delivered; B. In responding to the District's request, the City shall only be obligated to honor the District's request to the extent it legally and physically has surplus potable water available after meeting all the needs of the customers of the City Water Utility (unless prior to the designated delivery date, the District has delivered an equivalent amount of potable water to the City at the City's Treatment Plant to replace the amount of water to be delivered to the District at Northeast Delivery Point) and provided that it is reasonably practicable for the City to deliver the requested water by the date designated by the District; and C. In no event, however, shall the City be obligated under this Agreement to deliver to 4 • the District more than twelve(12)million gallons of potable water in any given day or more than 0.74 billion gallons of potable water in any Fiscal Year. (A "Fiscal Year", for purposes of this Agreement, shall mean November 1 of a year to October 31 of the following year.) 3. Delivery of Potable Water to the City. When requested by the City, the District shall deliver potable water to the City at the City's Treatment Plant, subject to the following terms and conditions: A. In making its request, the City shall designate to the District the date delivery is desired and the amount of water to be delivered; B. In responding to the City's request, the District shall only be obligated to honor the City's request to the extent it legally and physically has surplus potable water available after meeting all the needs of its customers and provided that it is reasonably practicable for the District to deliver the requested water by the date designated by the City; and C. In no event, however, shall the District be obligated under this Agreement to deliver to the City more than twelve (12) million gallons of potable water in any given day or more than 0.74 billion gallons of potable water in any Fiscal Year. 4. Compensation for Water Delivered. At the end of every Fiscal Year, the City and the District shall perform an accounting to determine the amount of potable water delivered by each party to the other during such Fiscal Year. It is the intent of the City and the District under this Agreement that, to the extent reasonably practicable, the amount of potable water delivered by each party to the other in any given Fiscal Year will be equal and, therefore, no compensation will i5 be owed by either party to the other, except for the transmission charge hereinafter provided. If, however, in any Fiscal Year the respective amounts delivered to the City and the District are not equal, the difference between the two amounts up to five percent (5%) of the smaller amount shall be carried over and taken into account in the following Fiscal Year. In the event, however, in any Fiscal Year the respective amounts delivered to the City and the District are not equal and the difference between the two amounts exceeds five percent (51/o) of the smaller amount, the party receiving the greater amount shall owe the other party compensation for the amount exceeding the five percent (5%) carryover calculated at the rate of $0.36 per thousand gallons. If such compensation is owed by the City, it shall be the legal obligation of the City Enterprise, and if it is owed by the District it shall be the legal obligation of the District Enterprise. Such compensation shall be paid within sixty (60) days after the end of the Fiscal Year for which the compensation is owed and it shall be paid by the City Enterprise and the District Enterprise solely from the net revenues of their respective water utilities. In addition to the payment of any compensation as may be hereinabove required, the District Enterprise shall pay an annual transmission charge to the City for all potable water delivered by the City to the District at the Northeast Delivery Point. The transmission charge shall be at the rate of $14,650 per million gallons so delivered by the City to the Northeast Delivery Point on the day of highest peak delivery to the District at such delivery point during the Fiscal Year. At the end of each Fiscal Year, the City shall invoice the District Enterprise for the total transmission charges for that Fiscal Year and the District Enterprise shall pay them within thirty (30) days of receipt of the invoice. Transmission charges shall not be owed for any deliveries of potable water to the City's Treatment Plant or to the Soldier Canyon Treatment 6 Plant. 5. Water Quality. All potable water delivered to the City by the District and by the District to the City under this Agreement shall meet or exceed all quality standards for potable water that are required by the Environmental Protection Agency(hereinafter referred to as "the EPA' , required by the Colorado Department of Public Health and Environment (hereinafter referred to as "the CDPHE"), and that are set forth in Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to collectively as "the Water Quality Standards'). Responsibility for ensuring that the Water Quality Standards are met for water delivered under this Agreement I shall rest upon the party delivering the water up to the point of delivery and upon the party receiving the water after the point of delivery. In the event the EPA or CDPHE imposes a water quality standard on the City or the District that is stricter than the standard required of the other, each party shall be required to meet that stricter standard for all potable water it delivers under this Agreement. In meeting the Water Quality Standards, the City and the District agree to comply with all monitoring, testing and reporting requirements established by the EPA and the CDPHE for potable water and to comply with the minimum monitoring standards set forth in Exhibit "A". In the event the City or the District discovers that any water delivered, being delivered or to be delivered by it under this Agreement does not meet in any respect the Water Quality Standards, it shall immediately notify the other party of the problem by telephone, followed by written notice of the problem. In responding to and remedying any such problem, the party delivering the water shall follow the protocol set out in Exhibit `B" attached hereto and incorporated herein by reference. Regardless of the foregoing, if at anytime and for any reason 7 the City or the District has a good faith concern about whether the potable water to be delivered or being delivered to it under this Agreement meets all of the Water Quality Standards, it may refuse to accept such water.. Such refusal shall not be considered as a breach of or default under this Agreement. The City and the District further agree to notify the other party in writing of any proposed change to their respective water treatment processes before implementing such change if it could affect the quality of potable water delivered under this Agreement. 6. Metering. In order to accurately account for the potable water delivered under this Agreement, metering, recording and telemetry devices shall be installed and maintained at the points of delivery specified in this Agreement. The District shall be responsible for furnishing, installing and maintaining such devices at the Northeast Delivery Point and the Soldier Canyon Treatment Plant. The City shall be responsible for furnishing, installing and maintaining these devices at the City's Treatment Plant. The City and the District agree to share with each other the data from their respective metering devices. 7. Maintenance and Repairs, If the City or the District anticipate that any scheduled maintenance or repair of their respective facilities could significantly interfere with the delivery of potable water under this Agreement, they shall give the other party, if reasonably practicable, at least seven (7) days prior written notice of the scheduled maintenance or repairs. Also, when reasonably practicable, the City and the District shall attempt to schedule such maintenance and repairs during periods of low demand by the other party for potable water under this Agreement. If, however, an unscheduled interruption of service under this Agreement occurs and in order to restore such service it is necessary to make repairs to the affected facilities, the party whose facilities are affected shall promptly notify the other party of the problem and proceed with due 8 • diligence to make the needed repairs. 8. Soldier Canyon's Obligations. Soldier Canyon is made a party to this Agreement for the sole purpose of hereby agreeing to perform all of the District's obligations under this Agreement as they involve or relate to the operations of the Soldier Canyon Treatment Plant including, without limitation: (a) satisfying the Water Quality Standards and the testing, monitoring and reporting requirements and standards set forth in paragraph 5. above; (b) furnishing, installing and maintaining metering, recording and telemetry devices pursuant to paragraph 6. above; and (c) satisfying the obligations related to maintenance and repairs as set forth in paragraph 7. above. 9. Future Cooperative Intergovernmental Agreements. The parties acknowledge that Soldier Canyon is a separate governmental entity created by the District, FCLWD and ELCO (hereinafter referred collectively as "the Water Districts") pursuant to the Soldier Canyon IGA. The parties • further acknowledge that each of the Water Districts owns an undivided one-third interest in and to the Soldier Canyon Treatment Plant which is used by the Water Districts and/or their respective water enterprises for the treatment and distribution of potable water. Soldier Canyon hereby represents, and the City hereby acknowledges, that a material part of the consideration for Soldier Canyon to enter into this Agreement is a stated desire and intent of the City to enter into a similar cooperative intergovernmental agreements with ELCO in the future, provided that such agreements shall be in the best interests of the City and provided further the City, acting through the City Water Utility, shall have sufficient water resources and water treatment and transmission capacity to enter into such cooperative agreements. The provisions of this paragraph 9. are intended to acknowledge and represent the present intent and desire of the City and are not and shall not be deemed a legally binding obligation of the City to enter into any such agreements with • 9 ELCO in the future. 10. Termination for Breach. Both the City and the District may terminate this Agreement upon a material breach by the other party of any term or condition of this Agreement if such breach continues for a substantial and unreasonable period of time, but in any event if the breach has continued for a period of sixty (60) days after receipt by the breaching party from the non- breaching party of a written notice of the existence of such breach. Notwithstanding any provision contained herein to the contrary, in no event shall the City or the District terminate this Agreement if the party at fault proceeds, after receiving said notice, with due diligence to correct or rectify the material breach regardless of the duration of such breach. Termination of this Agreement shall not, however, be the sole remedy of either party and any exercise of this right to terminate shall not preclude the pursuit of any other remedy available in law or in equity to the non-breaching party. 11. Early Termination. At any time and for any reason, the City and the District may each terminate this Agreement upon giving the other party at least five (5) years prior written notice of such termination. The written notice shall state the specific date upon which such termination shall be effective. 12. Force Maieure. Notwithstanding anything contained herein to the contrary, it is agreed that in the event and to the extent that fire, flood, earthquake, natural catastrophe, explosion, accident, war, illegality, act of God, or any other cause beyond the control of any party hereto, or strikes or labor troubles (whether or not within the power of the party affected to settle the same) prevents or delays performance by any party to this Agreement, such party shall be relieved of the consequences thereof without liability, so long as and to the extent that performance is prevented 10 by such cause; provided, however, that such party shall exercise due diligence in its efforts to • resume performance within a reasonable period of time. 13. Cooperation of the Parties. The City, the District and Soldier Canyon acknowledge that it is difficult to anticipate all of the activities, situations and other factors which may be relevant to them in satisfying their respective obligations under this Agreement. Therefore, the parties acknowledge that it will be necessary for them to cooperate with each other relative to any such unforeseen situations. In furtherance thereof, the City, the District and Soldier Canyon agree that at the end of every Fiscal Year, their representatives shall meet to discuss, in good faith, any modifications that any party believes necessary or appropriate to this Agreement in order to avoid an inequitable situation. In the event that the parties shall mutually agree to any such modification, it shall only be effective if set forth in writing and signed by all of the parties hereto. • Toward this end, the City, the District and Soldier Canyon also agree to the formation of a Water Cooperation Committee (hereinafter referred to as "the Committee") that shall be formed to meet regularly to review policy matters related to water quality standards monitoring frequencies, gu Y P Y q tY g q , capital improvements, major operational changes and joint emergency management issues related to the City's, the District's and Soldier Canyon's cooperation and performance under this Agreement. The Committee shall consist of eight (8) members, four (4) members selected by the City and four (4) members selected by Soldier Canyon. The Committee shall also be responsible for reviewing any modification to this Agreement proposed by the parties and to make a recommendation to the parties as to whether such modification should be made. 14. Governing Law and Enforceability. This Agreement shall be construed in accordance with the laws of the State of Colorado. In addition, the parties hereto recognize that there are legal 11 constraints imposed upon the City, the District and Soldier Canyon by the constitutions, statutes, and rules and regulations of the State of Colorado and of the United States, and imposed upon them by the City Charter and City Code, and that, subject to such constraints, the parties intend to carry out the terms and conditions of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any of the parties hereto exercise any power or take any action which shall be prohibited by applicable law. Whenever possible, each provision of this Agreement shall be interpreted in such a manner so as to be effective and valid under applicable law. 15. Indemnification. A. In connection with the City's performance of its obligations under this Agreement, the City agrees to indemnify and hold harmless the District and Soldier Canyon, and their respective officers and employees, against all liabilities, claims and demands which arise from any negligent act or omission of the City, or of its officers or employees, provided that such act or omission by the City's officers or employees occurred during the performance of their duties and within the scope of their employment. In addition, the City agrees to indemnify the District and Soldier Canyon, and their respective officers and employees, from all costs and expenses related to defending such liabilities, claims and demands, including but not limited to, litigation costs and reasonable attorney's fees whether or not any such liabilities, claims and demands are groundless, frivolous, false or fraudulent. However, the City, the District and Soldier Canyon acknowledge that all such liabilities, claims and demands shall be subject to any notice requirements, defenses, immunities and limitations of liability that the City and its officers and employees may 12 • have under the Colorado Governmental Immunity Act (C:R.S. Section 24-10-101, et seq.) and under any other law. B. In connection with the District's performance of its obligations under this Agreement, the District agrees to indemnify and hold harmless the City and Soldier Canyon, and their respective officers and employees, against all liabilities, claims and demands which arise from any negligent act or omission of the District, or of its officers or employees, provided that such act or omission by the District's officers or employees occurred during the performance of their duties and within the scope of their employment. In addition, the District agrees to indemnify the City and Soldier Canyon , and their respective officers and employees, from all costs and expenses related to defending such liabilities, claims and demands, including but not limited to, litigation costs and reasonable • attorney's fees, whether or not such liabilities, claims and demands are groundless, frivolous, false or fraudulent. However, the City, the District and Soldier Canyon agree that all such liabilities, claims and demands shall be subject to any notice requirements, defenses, immunities and limitations of liability that the District and its officers and employees may have under the Colorado Governmental Immunity Act (C.R.S. Section 24- 10-101, et seq.) and under any other law. C. In connection with Soldier Canyon's performance of its obligations under this agrees to indemnify and hold harmless the City and the Agreement, Soldier Canyon gr fi' ty District, and their respective officers and employees, against all liabilities, claims and demands which arise from any negligent act or omission of Soldier Canyon, or of its officers or employees, provided that such act or omission by Soldier Canyon's officers or • 13 employees occurred during the performance of their duties and within the scope of their employment. In addition, Soldier Canyon agrees to indemnify the City and the District, and their respective officers and employees, from all costs and expenses related to defending such liabilities, claims and demands, including but not limited to, litigation costs and reasonable attorney's fees, whether or not such liabilities, claims and demands are groundless, frivolous, false or fraudulent. However, the City, the District and Soldier Canyon agree that all such liabilities, claims and demands shall be subject to any notice requirements, defenses, immunities and limitations of liability that Soldier Canyon and its officers and employees may have under the Colorado Governmental Immunity Act (C.R.S. Section 24-10-101, et seq.) and under any other law. 16. Inspection of Records. Each party agrees to allow each of the other parties to this Agreement to inspect and copy at reasonable times, with reasonable advance notice, all of its relevant records needed by any other party to verify the quantities of potable water delivered under this Agreement and to verify compliance with the standards and requirements of paragraphs 5., 6., 7. and 8. above. 17. Assignment. This Agreement shall not be assigned by any of the parties hereto without the prior written consent of all the other parties hereto. 18. Notices. Other than invoice billings which may be sent by first class mail, whenever written notice is required or permitted to be given hereunder by one party to another, it shall be given effect by hand delivery or by mailing the same by certified mail, return receipt requested, to the party to whom given. Notices shall be addressed as follows: 14 • If to the City to: With a copy to: Fort Collins Utility Services Fort Collins City Attorney Attn: General Manager of Utility Services City of Fort Collins 700 Wood Street 300 LaPorte Avenue Fort Collins, CO 80521 Fort Collins, CO 80521 If to the District to: With a copy to: North Weld County Water District Soldier Canyon Filter Plant Attn: District Manager Attn: Plant Manager 33247 Highway 85 4424 West LaPorte Avenue Lucerne, CO 80646 Fort Collins, CO 80521 If to Soldier Canyon to: With a copy to: Soldier Canyon Filter Plant Fort Collins-Loveland Water District Attn: Plant Manager Attn: District Manager 4424 West LaPorte Avenue 4700 South College Avenue Fort Collins, CO 80521 Fort Collins, CO 80525 Any party hereto may at any time designate a different person or address for purposes of receiving notice by so informing the other parties in writing. Notice by certified mail shall be deemed effective upon actual receipt thereof or three (3) days after being deposited in the United States mail, whichever first occurs. 19. Waiver. No waiver by any of the parties hereto of any of the terms and conditions of this Agreement shall be deemed to be or shall be construed as a waiver of any other term or condition, nor shall a waiver of any breach of this Agreement be deemed to constitute a waiver of any subsequent breach of the same provision of this Agreement. 20. Construction. This Agreement shall be construed according to its fair meaning and as if it was prepared by all the parties hereto and shall be deemed to be and contain the entire agreement between the parties hereto. There shall be deemed to be no other terms, conditions, promises, . 15 understandings, statements or representations, expressed or implied, concerning this Agreement, unless set forth in writing and signed by all of the parties hereto. Paragraph headings in this Agreement are for convenience of reference only and shall in no way define, limit or prescribe the scope or intent of any provision of this Agreement. 21. Severabiliri. If any provision of this Agreement, or the application of such provision to any person, entity or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those in which it was held invalid, shall not be affected. 22. Attorney's Fee. In the event that any of the parties hereto shall default in any of their covenants or obligations contained herein so as to require any other party to this Agreement not in default to commence legal or equitable action against the defaulting party, the defaulting party expressly agrees to pay all of the non-defaulting parties' reasonable expenses in said litigation, including a reasonable sum for attorney's fees. 23. Bindine Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 16 • IN WITNESS HERETO THE PARTIES HERETO have executed this Agreement as of the date and year first above written. THE CITY OF FORT COLLINS, COLORADO, A Municipal Corporation ATTEST: By: Mayor City Clerk APPROVED AS TO FORM: Deputy City Attorney CITY OF FORT COLLINS WATER UTILITY ENTERPRISE, An Enterprise of the City ATTEST: By: President City Clerk NORTH WELD COUNTY WATER DISTRICT, A Political Subdivision of the State of Colorado ATTEST: By: Gary Simpson, President Ernest Ross, Secretary i17 NORTH WELD COUNTY WATER DISTRICT ENTERPRISE, An Enterprise of the District ATTEST: By: Gary Simpson, President Ernest Ross, Secretary SOLDIER CANYON FILTER PLANT, A Governmental Entity Created by Intergovernmental Agreement ATTEST: By: Michael D. DiTullio, President H. Webster Jones, Secretary 18 Exhibit A November 13, 1998 Minimum MCL or(SMCL) or Operating Operating Monitoring Parameter Unit Sampling Location [MCLG] Target Value Control Limits Frequency Free Chlorine mg/L Entry Point to DS > 0.2 0.4 to 0.5 0.2 to 0.8 Continuous pH Standard Units Entry Point to DS 6.5-8.5 7.8 to 8.0 7.5 to 8.1 Continuous Turbidity NTU Entry Point to DS 0.5 < 0.15 < 0.2 Continuous Alkalinity mg/L as CaCO3 Entry Point to DS - 36 to 40 32 to 44 Continuous Dissolved Aluminum ug/L Entry Point to DS (50 ) < 30 < 50 Monthly Fluoride mg/L Entry Point to DS 4 with SMCL= 2 0.95 to 1.05 0.9 to 1.1 Weekly Color APHA Standard Units Entry Point to DS ( 15 ) < 2.5 <4.0 Weekly Manganese ug/L Entry Point to DS (50 ) < 5 <20 Weekly Total Particles >= 2 microns particles/ml Filter Effluents not established < 10 <30 Monthly Giardia cells/L Entry Point to DS not established none detected none detected Monthly Cryptosporidium cells/L Entry Point to DS not established none detected none detected Monthly Total Coliforms/E. coli count per 100 ml Entry Point to DS none none detected none detected Weekly Heterotrophic Bacteria count per ml Entry Point to DS 500 < 500 <500 Weekly Total Organic Carbon (TOG) mg/L Entry Point to DS not established < 2 <2 t Monthly Haloacetic Acids mg/L Distribution System not established < 0.045 <0.060 Quarterly Chlorite mg/L Distribution System not established <0.7 < 1 Monthly Trihalomethanes mq/L Distribution System 0.1 <0.045 <0.060 Monthly Volatile and Synthetic Colorado Department Organic Chemicals ug/L Entry Point to DS of Health Listed none detected < regulated limit Quarterly MCLs Colorado Department Regulated Metals mg/L Entry Point to DS of Health Listed none detected <regulated limit Annually MCLs Per Colorado Inorganic Chemical Colorado Department Department of Contaminants mg/L Entry Point to DS of Health Listed < regulated limit < regulated limit Health MCLs Requirements t annual average of monthly values MCL= Maximum Contaminant Level SMCL = Secondary Maximum Contaminant Level MCLG = Maximum Contaminant Level Goal mg/L= milligram per liter or part per million ug/L = microgram per liter or part per billion Exhibit B Water Coop Committee STANDARD OPERATION PROCEDURE Finished Water Target Exceedences ALARM or PROBLEMS with water measuring outside set target ranges Is it an immediate Suspend delivery immediately Yes public health No Evaluate condition and derme the problem? nature of the problem Report to Water Treatment Collect Grab Sample at Sample Does problem exist Plant Managers. Managers Station(District or City) Yes after 30 minutes? will contact counterpart to and make joint decision regarding continue evaluating situation No process and how to proceed. Continue Delivery Is Grab Semple No No fuller action reading outside set target range? necessary Yes Take new Grab Sample within 3 hours Is Grab Sample No No Nrther action reading outside necessary set target range? Yes Report to Manager. It E R S� Manager will contact counterpart to make joint iA ll[ " dedslen regarding process � and how to proceed. o : A'rR F E W' pewaa nnlras Lb V,4cuw