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HomeMy WebLinkAbout136 - 10/15/2013 - AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENTFOR WATER TREATMENT SERVICES WITH THE ORDINANCE NO. 136, 2013 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT FOR WATER TREATMENT SERVICES WITH THE FORT COLLINS-LOVELAND.WATER DISTRICT, THE FORT COLLINS-LOVELAND WATER DISTRICT ENTERPRISE, AND THE CITY OF FORT COLLINS WATER UTILITY ENTERPRISE WHEREAS,the City is a home rule municipality organized and existing under Colorado laws that owns a water system through which it treats, transmits and distributes potable water(the "City Water System"); and WHEREAS, as part of the City Water System, Fort Collins operates a water treatment plant .located at 4316 LaPorte Avenue, Fort Collins, Colorado (the "City Treatment Plant"); and WHEREAS,the District is a special district organized and existing under Colorado law that also operates a water system (the "District Water System") to distribute potable water through a variety of water transmission facilities located within Latimer County, Colorado ("District Transmission Facilities"); and WHEREAS, the City and the District have previously entered into that certain Intergovernmental Agreement for Delivery of Potable Water,dated January 19, 1999,which provides for the delivery of treated water by the City and the District to each other on demand,as available,to meet day-to-day demands for delivery of potable water to their respective customers, and WHEREAS, the City Council has on this date considered and adopted Ordinance No. 135, 2013, approving and authorizing the Mayor to sign an Amended and Restated Intergovernmental Agreement for Delivery of Potable Water ("Water Delivery Agreement'); and WHEREAS, the City and the District have also previously entered into that certain Intergovernmental Agreement for the Sale and Delivery of Potable Water dated April 16, 2001, as amended on July 11, 2006(the"Water Sales Agreement"),which Water Sales Agreement provides for the City to sell and deliver potable water to the District in order for the District to provide potable water to District customers in approved subdivisions and developments that have been annexed into the City; and WHEREAS, in addition to the arrangements in the above-described agreements, it is the desire of the District to purchase from Fort Collins the capability to procure water treatment service consistent with Article XII, Section 4 of the Charter of the City of Fort Collins; and WHEREAS,accordingly, the City and the District have negotiated the terms and conditions set forth in the Intergovernmental Agreement for Treated Water Service, attached hereto as Exhibit "A" and incorporated herein by this reference (the "Agreement'); and - 1 - 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; and WHEREAS, Article 11, Section 16 of the Charter of the City of Fort Collins ("Charter") additionally provides that the City Council may, by resolution or ordinance,enter into contracts with other governmental bodies to furnish governmental services and make charges for such services, or enter into cooperative or joint activities with other governmental bodies; and WHEREAS, Article XII, Section 6 of the Charter provides that the City Council shall by ordinance from time to time fix,establish,maintain,and provide for the collection of such rates, fees or charges for water and electricity, as will produce revenues sufficient to pay the cost of operation and maintenance of the utilities in good repair and working order, and for other enumerated purposes; 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 the Agreement solely for the purpose of entering into any multi-year fiscal obligation imposed under this Agreement; and WHEREAS, the City Enterprise is authorized in Section 26-43 of the Code of the City of Fort Collins to enter into contracts relating to the City's water system. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the Council hereby approves the Agreement, including the rates,fees and charges set forth in the Agreement, and finds and determines the Agreement to be for the benefit of the City Water Utility and its ratepayers. Section 2. That the Council hereby authorizes the Mayor to execute the Agreement on behalf of the City, in substantially the form attached hereto as Exhibit "A", together with such modifications and additions as the City Manager, in consultation wiih the City Attorney,determines necessary and appropriate to protect the interests of the City or further the purposes of this Ordinance. 2 - Introduced, considered favorably on first reading, and ordered published this 1st day of October, A.D. 2013, and to be presented for final passage on the 15th day of October, A.D. 2013. F FORT CO! A. �2 M yor ATTEST: '.N A6i •A�. ''O City Clerk • OLORP� Passed and adopted on final reading on the 15th day of October, A.D. 2013. is or ATTEST: O?iT C04�,y City Clerk ^p0 • C0j'0 _ 3 _ IGA FOR WATER TREATMENT September 30, 2013 INTERGOVERNMENTAL AGREEMENT FOR WATER TREATMENT SERVICE CAPACITY BETWEEN THE CITY OF FORT COLLINS , COLORADO AND THE FORT COLLINS-LOVELAND WATER DISTRICT This AGREEMENT is entered into this day of , 20139 by and between the CITY OF FORT COLLINS , Colorado, a home rule municipality (the " City"), the CITY OF FORT COLLINS WATER UTILITY ENTERPRISE (the "City Enterprise ") (together referred to hereinafter as "Fort Collins") the FORT COLLINS - LOVELAND WATER DISTRICT, a political subdivision of the State of Colorado, (hereinafter referred to as "the District"), the FORT COLLINS -LOVELAND WATER DISTRICT ENTERPRISE, an enterprise of the District (hereinafter referred to as "the District Enterprise") . Collectively Fort Collins and the District may be referred to herein as "Parties" or each a "Party. " WHEREAS, pursuant to Article XIV, Section 18 of the Constitution of the State of Colorado, Article II, Section 16 of the Charter of the City of Fort Collins, and Section 29- 1 -203 ( 1 ) and Section 32- 1 - 1001 of the Colorado Revised Statutes, the Parties may cooperate or contract with one another to provide any function, service or facility lawfully authorized to each of the cooperating or contracting units of government; and WHEREAS, the City is a home rule municipality organized and existing under Colorado law that owns a water system through which it treats, transmits and distributes potable water (the "City Water System") ; and WHEREAS , as part of the City Water System, Fort Collins operates a water treatment plant located at 4316 LaPorte Avenue, Fort Collins, Colorado (the "City Treatment Plant") ; and WHEREAS , the District is a special district organized and existing under Colorado law that also operates a water system (the "District Water System") to distribute potable water through a variety of water transmission facilities located within Larimer County, Colorado ("District 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 1 IGA FOR WATER TREATMENT September 30, 2013 WHEREAS, the District has previously entered into that certain "Amended Intergovernmental Agreement" dated December 9 , 1995 , (the "Soldier Canyon IGA") with the East Larimer County Water District ("ELCO") and the North Weld County Water District ("NWCWD") ; 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 LaPorte Avenue, Fort Collins, Colorado, which is jointly owned by the District, ELCO and NWCWD (the "Soldier Canyon Treatment Plant") ; and WHEREAS , the parties, together with Soldier Canyon, have previously entered into that certain Intergovernmental Agreement for Delivery of Potable Water, dated January 19, 1999, which provides for the delivery of treated water by the City and the District to each other on demand, as available, to meet day-to-day demands for delivery of potable water to their respective customers, and WHEREAS , the parties to the said Intergovernmental Agreement for Delivery of Potable Water have, as of November 1 , 2013 , adopted revisions to the same, entitled Amended and Restated Intergovernmental Agreement for Delivery of Potable Water ("Water Delivery Agreement") ; and WHEREAS, the City and the District have also previously entered into that certain Intergovernmental Agreement for the Sale and Delivery of Potable Water dated April 16, 2001 , as amended on July 11 , 2006 (the "Water Sales Agreement"), which Water Sales Agreement provides for the City to sell and deliver potable water to the District in order for the District to provide potable water to District customers in approved subdivisions and developments that have been annexed into the City; and WHEREAS , in addition to the arrangements in the above-described agreements, it is the desire of the District to purchase from Fort Collins the capability to procure water treatment service consistent with Article XII, Section 4 of the Charter of the City of Fort Collins ; and WHEREAS , accordingly, the parties have negotiated the terms and conditions set forth in this Intergovernmental Agreement for Treated Water Service . NOW, THEREFORE, in consideration of the promises, the mutual covenants and agreements herein contained, the service to be rendered by Fort Collins and the payments to be made by the District as well as transfer of certain raw water owned by the District to be made by the District to Fort Collins as herein set forth, and the satisfactory performance of all conditions and requirements set forth herein, it is hereby agreed by and between the parties as follows : 2 IGA FOR WATER TREATMENT September 30, 2013 1 . City Code . All terms and conditions of water treatment service between the District and Fort Collins will be as described in this Agreement and the City of Fort Collins City Code. 2 , Term. This Agreement shall be effective as of January 1 , 2014 (the "Effective Date"), and shall continue in effect until terminated in accordance with paragraph 10, hereinafter, by court order or by operation of law. 3 . Services Provided. Fort Collins agrees to sell and provide water treatment service to delivery points from the City Water System to the District Transmission Facilities that are described below in paragraph 4. The Parties agree that the District will be solely responsible for any expenses or costs associated with the connections . The provision of such water treatment service by Fort Collins to the District is expressly contingent upon payment by the District for service, transfer of raw water as more fully described in paragraph 8 below, and the District' s compliance with regulatory requirements applicable to the delivery of potable water. Further, any obligation by Fort Collins to provide water treatment service to the District is subject to reductions , restrictions, limitations and surcharges, if any, that the City may establish in the future to manage its water supply or water system capacity that may be imposed on any other customer of the City. 4. Points of Delivery. For the purposes of water deliveries under this Agreement, as well as water sales under the Water Sales Agreement, all water deliveries from the City to the District shall be at one of the following delivery points, as shown on Exhibit A, attached hereto and incorporated herein by this reference : A. The cross-tie connection between the City' s Treatment Plant and the Soldier Canyon Treatment Plant located at the City' s Treatment Plant (the "Cross-Tie") ; B . The connection between the District' s Transmission Facilities and the City' s Transmission Facilities located in Fort Collins, Colorado, together with associated pumping facilities, north of the intersection of Elizabeth St and Overland Trail (the "Overland Pump Station") . C . The connection between the City' s Transmission Facilities and the District ' s Transmission Facilities located in Fort Collins, Colorado, at the southeast corner of the intersection of Harmony Road and Taft Hill Road (the "Southwest Delivery Point; " also referred to as the "Taft Hill Pumping Station") ; D. The connection between the City' s Transmission Facilities and the District ' s Transmission Facilities located in Fort Collins, Colorado, near the southwest corner of the intersection of Willow Springs Way/Kechter Road and Timberline Road (the "Timberline Meter Station") ; E . The connection between the City' s Transmission Facilities and the District ' s Transmission Facilities located in Fort Collins, Colorado, near the 3 IGA FOR WATER TREATMENT September 30, 2013 northwest corner of the intersection of Ziegler Road and Rock Creek Drive (the "Southeast Delivery Point;" also referred to as the "Ziegler Meter Station") ; F . A connection between the City' s Transmission Facilities and the District ' s Transmission Facilities located in Fort Collins, Colorado, near the southeast corner of the intersection of Ziegler Road and Harmony Road and metered approximately 900 feet to the east (the "Harmony Meter Station"), to be constructed pursuant to plans and specifications reasonably satisfactory to the City. G. A connection between the City' s Transmission Facilities and the District ' s Transmission Facilities located in Fort Collins , Colorado, near the Rock Creek Drive entrance to Fossil Ridge High School east of the intersection of Ziegler Road and Rock Creek Drive (the Fossil Ridge Meter Station"), to be constructed pursuant to plans and specifications reasonably satisfactory to the City. 5 . Integration with Deliveries Under Existing Agreements . The respective obligations of the District and the City hereunder are independent of deliveries or sales of potable water under existing agreements between Fort Collins and the District. As of the effective date of this Agreement, Fort Collins provides potable water to the District at the delivery points described above in subparagraphs A through E pursuant to the Water Sales Agreement and the Water Delivery Agreement (the "Existing Agreements") . All water delivered to the Harmony Meter Station and the Fossil Ridge Meter Station is deemed to have been delivered under this Water Treatment Agreement. It is the parties ' intent that deliveries of water under the Existing Agreements shall be determined, invoiced and subject to the terms and limitations set forth in those agreements, and that the water treatment services to be provided to the District hereunder shall be supplemental to the deliveries and sales provided thereunder. 6 . Maximum service limit. Fort Collins will treat water for the District at a maximum rate of 1 . 825 billion ( 1 , 825 ,000,000) gallons during any Water Year and not to exceed 5 million (5 ,000 ,000) gallons per day. For the purposes of this Agreement, a Water Year is intended to mean the period starting November 1 of a given calendar year and extending through October 31 of the following calendar year. This maximum service limit has been determined based upon the District ' s agreement to pay Water Plant Investment Fees as described in paragraph 7 below. The maximum amount of water treatment service identified herein will not increase unless and until, upon the written request of the District, Fort Collins at its sole discretion elects to increase the amount of annual water treatment service, additional plant investment fees and any other applicable fees or charges are paid, and the Parties execute a written addendum to this Agreement. 7 . Payment for Service. In exchange for the water treatment services provided to the District as described in paragraph 3 , the District shall pay to Fort Collins each of the fees and charges set forth in this Agreement and shall transfer raw water to Fort Collins as more fully described in paragraph 8 below. The fees and charges for water treatment service set forth herein shall be as established by Fort Collins from time 4 IGA FOR WATER TREATMENT September 30, 2013 to time as more fully described below. The initial rates and charges are outlined below. Fort Collins approves its rate modifications in October/November of each year with the effective date the immediately following January 1 . Fort Collins shall include the District in all rate adjustment communications provided to other customers and Key Accounts of the Utility. A. The approach used to determine the level for the District' s permanent allocation of water treatment service is based on Water Plant Investment Fees paid by the District. The District shall pay Water Plant Investment Fees at a rate consistent with the fee amount determined to be appropriate by Fort Collins in its annual or semi-annual review of such fees conducted most recent to the time at issue. The Water Plant Investment Fee for the District at the time of execution of this Agreement is $2 . 52 per gallon of peak day use. Fort Collins ' obligation to provide water treatment services pursuant to this paragraph 7A is contingent upon payment of Water Plant Investment Fees . Payment of such fees will not allow the District to increase the maximum service limit without amendment of this Agreement as described in paragraph 6 . B . The Water Plant Investment Fee shall be Twelve million Six hundred thousand dollars ($ 12,600,000) . The District will pay the City Two million Five hundred Twenty thousand dollars ($2 ,520,000) prior to any deliveries under this Agreement, but in no event later than January 15 , 2014 . The remainder of the Water Plant Investment Fee, Ten million Eight thousand dollars ($ 10,080,000) shall be amortized over a period of twenty (20) years at an annual percentage rate of five percent (5 %) . Payments shall be made on a monthly basis in the amount of Sixty-six thousand Five hundred and twenty-four dollars ($66,524) . C . The negotiated rate for calendar year 2013 for water treatment and transmission service is $2 . 1093 per one thousand gallons. Fort Collins may adjust the water treatment service rate for years after 2013 in accordance with the results of any cost of service study Fort Collins may conduct or in accord with overall rate changes made by the City Council of Fort Collins to the entire customer base of the City. The parties acknowledge and agree that the water treatment and transmission charges established pursuant to this subparagraph incorporate surcharges, payments in lieu of taxes, and other similar additional charges at the rates established generally for City Utility customers, which will not be separately charged to the District. D. Fort Collins may apply any other direct and indirect charges for incidental services requested by the District and normally applied for water treatment service as provided in Section 26-712 of the City Code. E . Calculation of the quantity of Water Treatment Service provided under this Agreement shall be calculated as the sum of the following: 5 IGA FOR WATER TREATMENT September 30, 2013 1 . The quantity delivered through the "Harmony Meter Station" described in Section 41 . above; 2 . The quantity delivered through the "Fossil Ridge Meter Station" described in Section 4 . G. above; and 3 . The quantity transferred daily under the Water Delivery Agreement in excess of the limits set forth in the Water Delivery Agreement, 8 , Additional Requirements for Water Service. As a condition of receiving the water treatment service provided hereunder, the District agrees to transfer water from the Colorado Big-Thompson Project ("CBT") as follows : A. The District will assign to Fort Collins CBT raw water in an amount equal to the volume of water treated by Fort Collins for the District under this Agreement (the "Raw Water Amount") . The transfer of the Raw Water Amount for each month shall take place no later than ten ( 10) days after the end of such previous calendar month. B . In the event that Fort Collins or the District have reason to expect a significant change in the District' s level of treated water demand or other extraordinary occurrences affecting water supplies or water demands during the Water Year, the parties will cooperate in an effort to make additional transfers and accomplish any operational adjustments that may need to be made, at no cost to the City. C . All transfers of CBT water shall be made in accordance with rules established by the Northern Colorado Water Conservancy District ("NCWCD") . D . The District agrees that all treated water provided to the District hereunder shall be used in accordance with the applicable rules, policies and other requirements of the NCWCD . 9 , Metering/Infrastructure . Metering, recording and telemetry devices shall be installed and maintained at the District ' s expense at the points of delivery specified in this Agreement in a manner satisfactory to Fort Collins, so as to accurately account for the treated water provided to the District under this Agreement. The City and the District agree to share with each other the data from their respective metering devices . A. The City may freely inspect each meter and metering point for any delivery point for water under this Agreement in its discretion. The City may provide testing and calibration of meters as it determines necessary to maintain accurate meter readings . B . The parties acknowledge and agree that metering of flows at each of the delivery points is critical for the effective operation of this Agreement. In the event that a District-owned meter is not properly functioning to accurately measure flows , the parties agree to first attempt to cooperatively determine the 6 IGA FOR WATER TREATMENT September 30, 2013 flow estimation. If agreement on estimation cannot be reached, the City reserves the right to close or require the District to close the affected connection between the District ' s System and the City' s System, until such time as a meter that will accurately measure the flows at that delivery point is installed and operable . C . In order to enhance the efficiency and reliability of the metering of deliveries, the Parties agree that the City may, at its option, install new meters at the delivery points that will measure real-time usage. If installed by the City, upon installation said meters will be operated and maintained by the City. The flow information from these meters will be used for determining the volumes of water delivered to the District and in the water accounting, instead of the water meters currently installed and owned by the District, which will no longer be in use under the Existing Agreements . In the event that a dispute regarding volumes delivered for a monthly or annual billing as to an amount that exceeds 2% of the metered volumes, the City agrees to calibrate the meter at that time (if not in the usual maintenance schedule) . The City will provide volume information in real time to the District in a format compatible with the District ' s data collection system. In such event the District will no longer be obligated to operate and maintain its own meters in such locations for the purposes of this Agreement. 10, Termination/Transfer. This Agreement shall continue in effect for so long as Fort Collins continues to provide treated water unless and until terminated: 1 ) by operation of law; or 2) by the District upon the provision of written notice of termination to Fort Collins no less than ten ( 10) years in advance of the date of termination; 3 ) by mutual agreement of the parties or 4) in the event Fort Collins discontinues operation of its treated water system. The parties acknowledge and agree that the obligations of Fort Collins may be assigned or transferred by Fort Collins to any successor-in-interest capable of providing water service consistent with the terms of the Agreement and all applicable laws . In no event shall the District be entitled to a refund of fees or charges paid to Fort Collins hereunder. Capacity of Treated Water purchased by the District at the time of termination shall be adjusted to reflect the sum of amortized payment received by the City. 11 , District Information. The District agree to cooperate with Fort Collins to provide such information as Fort Collins may require in order to reconcile the records of Fort Collins and the District, and request information in order to confirm the nature, extent and circumstances of water treatment service utilized or accessed by the District or connected to the Fort Collins water system. The parties acknowledge that all or portions of the information provided hereunder may constitute confidential information pursuant to the Colorado Open Records Act or other applicable law, and agree that Fort Collins shall, as a condition of receipt of such information, protect the same from public disclosure to the extent required by law. 12 . Water Quality Requirements . The City agrees to make its best efforts to deliver potable water to the District under this Agreement that meets or exceeds the quality standards for potable water that are required by the Environmental Protection Agency (hereinafter referred to as "the EPA"), the Colorado Department of Public Health 7 IGA FOR WATER TREATMENT September 30, 2013 and Environment (hereinafter referred to as "the CDPHE") (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 shall rest upon the City up to the point of delivery and upon the District after the point of delivery. In meeting the Water Quality Standards, the City and the District agree to comply with all monitoring, testing, reporting and consumer notification requirements established by the EPA and the CDPHE for potable water for their respective systems. In the event the City or the District discovers that any water delivered, being delivered or to be delivered 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. 13 . Force Majeure . Fort Collins shall provide the services as set forth herein, subject to the general requirements applicable to the Fort Collins water system by law, including the Code of the City of Fort Collins, as the same may from time to time be modified or amended. Fort Collins shall not be liable for any failure, default or delay in any service provided for under this Agreement caused by strikes, acts of God, unavoidable accidents or contingencies of any nature whatsoever beyond its control. 14 . Default/Remedies . If either party fails to comply with the provisions of this Agreement, the other party, after providing written notification to the noncomplying party and upon the failure of the noncomplying party to achieve compliance within ninety (90) days, may seek all such remedies as are available under Colorado law, including but not limited to termination of this Agreement, actual damages, specific performance and injunctive relief, or forfeiture of investment and all rights by the District to further service by Fort Collins, as applicable, but excluding any exemplary and/or consequential damages . In the event litigation is required to enforce this Agreement, the prevailing party(ies) shall be entitled to payment by the defaulting party of its actual attorneys ' fees and costs incurred. Nothing in this paragraph 14 or any other provision of this Agreement shall, however, be construed as a waiver of the notice requirements, defenses, immunities, and limitations any of the Parties may have under the Colorado Governmental Immunity Act, C .R. S . § § 24- 10- 101 , et seq. , or any other defenses, immunities, or limitations of liability available by law. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to them which are otherwise imposed by law or regulation, and the provisions of this paragraph will be as effective as if repeated specifically in the Agreement in connection with each particular duty, obligation, right, and remedy to which they apply. 15 . Applicable Law. The laws of the State of Colorado and rules and regulations issued pursuant thereto, except for choice of laws principles, will be applied in the interpretation, execution and enforcement of this Agreement. Any provision of this Agreement, whether or not incorporated herein by reference, which provides for arbitration by an extra judicial body or person or which is otherwise in conflict with said laws, rules and regulations will be considered null and void. In addition, the parties hereto recognize that there are legal constraints imposed upon them by the constitution, 8 IGA FOR WATER TREATMENT September 30, 2013 statutes, and rules and regulations of the State of Colorado and of the United States, and imposed upon them by their respective governing statutes, charters, ordinances, rules and regulations, 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 either of the parties 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. 16 . Notices . Other than invoice billings which may be sent by first class mail or electronic mail, any notice, request, demand, consent or approval, or other communication required or permitted hereunder will be in writing and may be personally delivered, or deposited in the United States mail or accepted for delivery by an overnight delivery service, with proper postage and address as follows : To the District District Manager or the District Fort Collins-Loveland Water District Enterprise : 5150 Snead Dr. Fort Collins, CO 80525 To the City: Utilities Executive Director or the City City of Fort Collins Enterprise P . O . Box 580 700 Wood Street Fort Collins, CO 80522-0580 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 shall be deemed effective upon actual receipt thereof, or three (3 ) days after being deposited in the United States mail or accepted by an overnight delivery service, whichever first occurs . 17 . Complete Agreement. This Agreement, including all exhibits, supersedes any and all prior written or oral agreements and there are no covenants, conditions, or agreements between the parties except as set forth herein. No prior or contemporaneous addition, deletion, or other amendment hereto will have any force or affect whatsoever unless embodied herein in writing. 18 . No Third Party Beneficiary. The terms and conditions of this Agreement, and all rights of action relating thereto, are strictly reserved to the parties, and nothing in this Agreement shall give or allow any claim or right or cause of action whatsoever by any other person not included in this Agreement. Any person and/or entity, other than the parties receiving services or benefits under this Agreement, shall be deemed an incidental beneficiary only. 19 . No Improper Acts . The signatories aver that to their knowledge, no officer or employee of their respective entities has taken any action in connection with the negotiation or approval of this Agreement that constitutes a violation of Colorado 9 IGA FOR WATER TREATMENT September 30, 2013 law, including but not limited to the abuse of fiduciary duty to the people of the State of Colorado, failure to properly disclose any conflict of interest in the service or property described herein, or failure to comply with the requirements of Section 24- 18- 109 and Section 32- 1 -902 of the Colorado Revised Statutes, as they may from time to time be amended or renumbered. 20 . No Waiver. The waiver or delay of enforcement of one or more terms of this Agreement shall not constitute a waiver of the remaining terms . The waiver or delay in enforcement regarding any breach of this Agreement shall not constitute a waiver of any terms of the Agreement. 21 . Relationship of Parties . This Agreement does not create and shall not be construed as creating a relationship of joint ventures, partners, or employer-employee, between the Parties . The Parties intend that this Agreement be interpreted as creating an independent contractor relationship . Pursuant to that intent, it is agreed that the conduct and control of the duties required by the Agreement shall lie solely with each Party respectively, and each Party shall be free to exercise reasonable discretion in the performance of its individual duties under this Agreement. Neither Party shall, with respect to any activity, be considered an agent or employee of the other Party. 22 . Modification of Agreement. This Agreement may be modified, amended, changed or terminated, except as otherwise provided herein, in whole or in part, only by an agreement in writing duly authorized and executed by both Parties . No consent of any third party shall be required for the negotiation and execution of any such agreement. 23 . Assi mom. No transfer or assignment of this Agreement or of any rights hereunder shall be made by either Party without the prior written consent of the other, which consent shall not be unreasonably withheld. 24. Severability. In the event any court of competent jurisdiction shall hold any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. 25 . Venue For Enforcement Actions . In the event of a dispute between the parties which results in litigation, the exclusive venue for such action shall be the District Court in and for the County of Larimer, State of Colorado . 26 . Instruments of Further Assurance. The Parties each covenant that they will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, such acts, instruments, and transfers as may be reasonably required for the performance of their obligations hereunder. 27 . Binding Agreement. The terms, provisions and covenants of this agreement shall be binding upon the parties hereto, their successors and assigns . 10 IGA FOR WATER TREATMENT September 30, 2013 IN WITNESS WHEREOF, the said City has caused this agreement to be executed by its Mayor, attested to by its City Clerk with the corporate seal of said City hereunto affixed, the said District have caused this agreement to be executed by its president, and the City Enterprise and the District Enterprise have each cause this agreement to be executed by its respective president, as of the day and year first above written, in duplicate. THE CITY OF FORT COLLINS A Municipal Corporation By: Mayor ATTEST : APPROVED AS TO FORM : City Clerk Deputy City Attorney CITY OF FORT COLLINS WATER UTILITY ENTERPRISE An Enterprise of the City By: Enterprise President ATTEST : Enterprise Secretary FORT COLLINS-LOVELAND WATER DISTRICT, A Political Subdivision of the State of Colorado ATTEST : By: President Secretary 11 IGA FOR WATER TREATMENT September 30, 2013 FORT COLLINS - LOVELAND WATER DISTRICT ENTERPRISE, An Enterprise of the District ATTEST : By: President Secretary 12 EXHIBIT A City of Fort Collins and Fort Collins - Loveland Water District IGA for Water Treatment Service Capacity 0 1 z - in a rn , . m v 16,?4l' m in annonan � - Z Q Mountai Vista r • Q cn E i z --J bier a) �• 1 0 1 a) �r ti ..r I o . 1 _ INVie ' ^'' 6 �a z I r- in A on Cross -Tie _ 4, •,..�, f -" z .. _.. No ulbe St IA 14 ffij ,.,. B—overland ' ,� `--�,t a �- II _ Pump Station 't L— b ,. 1 ros ' ran V Prospect R J uLM �• ,,,�� rP Fall esr W Drake Rd ICY Drake Rd a a I aD • C—Southwest Ho setoo d a� i--- Delivery Point N � * n , •• , + Fv.Harmoyl I • • Meter Station 1�- -- W Har ony Rd E Harmo 68 1 E - Southeast I Delivery Point G - Fossil _ _ D - Timberline Ridge Meter -� �•- " M.e_ter Sta o,n . Lola,_ ' Station ! _• �i. 287 _ j L. .J f E ,. • I .....�.•�..f 1, Car inter Rd co FCount } Road 3�-= Hi a 392 J p�I/11/11mv�E Exhibit A an Points of Deli N�1111very W 1 • Points of Delivery s 0 1 2 3Miles Fort Collins Utilities (Water) CITY OF FORTCOLLINS GEOGRAPHIC INFOR INFORMATION Fort Collins- Loveland Water District These map products and all undertying data are developed for use by the City of Fat Collins for his internal puposesonly, City of II and rmnle not resigned m intended bifor general use by members of the public. The City makes no represemt�on or _ t V O\ \ I n my abes aaumry, timdfor general mess, mb in of the public accuracy in Iabdirg or Jsplayimti r--�--� dimensions, mum, pmpertymundaies, orplacementoflmationoharymapf urP temm. THECHYOFFORT 1 City Limits COLLINS MNIES NO WARRANTY OF MERCHANTABILITY OR WANIRANF Y FOR FITNESS OF USE FOR PARRCUI RMWOSE, E MESSEDORIMPUED, WII RESPECTTOTHESEMABPRODUUSORTHE L _ _ __ _ , UNDERLYING DATA My users of these map products, nap applications, or data accepts them AS IS, WITH ALL - G I S FAULTS, and assumes all responsibility of the use thereof, and fuller mvemartis and agrees to hold the Oty hamkss as — in 1 from all against all damage, loss, or Ill ansing from any use of this map protlmt, in consideration of the QNsImi I Growth Management Area Qh�eproducbs, orunderlyirojdata s infoma•im available. Independent winfical on of all data contained heron should be oldooned by any users of . The City disdains all shall not be held liableforary andall damage, loss,car - _heeler dreg, indirect, car consequential,which arises a may arise from these rrep pmtlucts a the use thereof - - rsmorently Printed: October 07 , 2013 Mx¢ FCLWD IGA