This agreement is made and entered into as of the eighth day
of March, 2004, by and among the City of Grand Junction, State of
Colorado (the “City”), as manager and operator of the
wastewater collection, transmission and treatment system more fully
described below (the “joint system”), the County of Mesa
(the “County”) as a participant in the joint system with
the City, and the Central Grand Valley Sanitation District, Mesa County,
Colorado, a quasi-municipal corporation and political subdivision
of the State of Colorado (“District”).
(a) Whereas, each party is authorized by law to furnish sanitary sewer
services and has the means to perform the same; and
(b) Whereas, each party is authorized by the provisions of Article
XIV, Section
18, Colorado
Constitution, and C.R.S. §
29-1-201,
et seq., to enter into contracts with other local governments for
the performance of functions which it is authorized by law to perform
on its own; and
(c) Whereas, the City and the County, have, pursuant to that agreement
dated October 13, 1998 (the “system agreement”), established
the joint system in order to provide for the collection, transmission
and treatment of wastewater from and within an extensive area described
in the system agreement as the “Persigo area”; and
(d) Whereas, the District is located within the Persigo area and has
utilized the joint system to transmit wastewater flows from its system
to the joint system treatment works for treatment but has prior to
the date of this agreement owned, operated and maintained the collection
and transmission system within its legal boundaries; and
(e) Whereas, the District now desires to contract with the City as the
manager and operator of the joint system for complete wastewater services
as set forth in this agreement;
Now, therefore, in consideration of the premises and the covenants
and agreements hereinafter set forth, it is agreed by and among the
parties as follows in this chapter.
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(2004 Intergovernmental Agreement (MCA 2004-029))
For the purposes of this agreement, the following terms shall
have the following meanings:
City
shall mean the City of Grand Junction, in its capacity as
manager and operator of the joint system, and any authorized person
or entity acting on its behalf in such capacity. Pursuant to the system
agreement, when reference is made to the City as owner of, or owning,
pipes and related facilities that are components of the joint system,
the parties acknowledge that the City accepts and holds title to pipes
and related facilities of the joint system in the name and style of
“the City of Grand Junction, Colorado, for the benefit of the
Persigo 201 sewer system.”
Collection system
shall refer to the pipes and related appurtenances for the
collection and transmission of wastewater within the District’s
contract service area. In general, the collection system will be owned
by the City for the benefit of the Persigo 201 sewer system, but certain
facilities in place prior to the City’s provision of wastewater
service pursuant to this agreement shall be owned by the District
under the terms of this agreement.
Contract service area
shall mean the presently existing legal boundaries of the
District together with any amendments to those boundaries within the
Persigo area accomplished in accordance with the terms and provisions
of this agreement.
District
shall refer to the Central Grand Valley Sanitation District
and any authorized representative thereof.
Joint system
shall have the same definition as contained in the Persigo
contract.
Persigo area
shall mean the outer geographical boundaries of the 201 service
area as contemplated and defined in the system agreements, which the
joint system serves.
Rules and regulations
shall mean the operating rules and design standards promulgated
by the City to govern the design, construction, operation, maintenance
and use of the joint system, including the rates, fees, tolls and
charges imposed from time to time, including future modifications
thereto.
Sewer tap
shall mean a physical connection to the collection system
which effects wastewater service to the connected premises.
(2004 Intergovernmental Agreement (MCA 2004-029) § 1)
The City shall furnish all service necessary to effect full
and complete sanitary sewer service to all lands within the District’s
contract service area, including the full development and any redevelopment
of any and all such lands in accordance with applicable law.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.1)
Wastewater service furnished by the City under this agreement
shall be provided in a manner uniform and consistent with that provided
to customers throughout the Persigo area. To the extent the City determines
that maintenance of the collection system is necessary to the furnishing
of wastewater service under this agreement, the City agrees to maintain
or replace all portions of the collection system it owns or which
come under its dominion. The City agrees to construct, maintain, replace
and keep inventory of such additional physical facilities as the City
deems necessary.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.2)
The District represents that it has authority to use, connect,
disconnect, modify, renew, extend, enlarge, replace, convey, abandon
or otherwise dispose of the pipes and other facilities, including
pump stations, for providing wastewater service to users within its
contract service area, and grants to the City all such authority deemed
necessary by the City to perform its obligations under this agreement.
The District hereby delegates to the City, and the City hereby accepts
administrative, managerial and enforcement authority concerning the
District pretreatment program as applied to industrial users of the
joint system. The City will act as the District’s agent in pretreatment
matters to the extent necessary to allow direct regulatory and health-related
control by the City over industrial users within the District. All
additions to the collection system installed or replaced by the City
within the District’s contract service area shall be owned by
the City. The District shall not exercise any dominion over any of
its wastewater facilities that is in any way inconsistent with the
exercise or performance by the City of its rights and obligations.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.3)
The City shall not make any sewer tap within the contract service
area or issue any approval or license for attachment to the collection
system within the contract service area except upon written authorization
of the District. Upon receipt of written authorization by the District,
the City shall make the necessary taps in the regular course of its
business. The District shall be fully liable to the City for unreported
connections, including payment of all charges thereon. No new sewer
taps may be made to the collection system which would impair the capacity
of the joint system to furnish wastewater service in accordance with
the rules and regulations.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.4)
Each of the parties to this agreement recognizes in the other
the right to enforce its rules and the terms of this agreement by
interrupting or disconnecting wastewater flows from the premises of
those who violate the rules of either party or this agreement. Neither
party shall interfere with the other in the enforcement of its rules
or this agreement. Neither party shall restore any service connection
after the same has been interrupted or disconnected by the other in
the course of enforcing its rules or the terms of this agreement,
except upon written authority of the party causing the interruption
or disconnection of service. Each party agrees to provide oral or
written notice to the other prior to interrupting or disconnecting
any service connection, except when disconnection is made by either
solely for reason of delinquency in payment for charges or to prevent
an immediate threat to public health or safety.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.5)
Wastewater service furnished under this agreement shall be governed
by the rules and regulations and the system agreements. Future amendments
or modifications to the rules and regulations shall be binding on
the District unless the District objects thereto in writing within
30 days after the adoption of such amendment or modification and the
Board of County Commissioners and the City Council, acting jointly
pursuant to the system agreements, determine to repeal or reject the
proposed amendment(s) and/or modification(s). The rules and regulations
shall be applied uniformly and equitably throughout the Persigo area.
The City may require the installation of additional wastewater service
facilities at the expense of the customer requiring service in accordance
with the rules and regulations. The District retains the full right
to make and enforce rules, not inconsistent with the rules and regulations,
to govern use of the collection system use within its contract service
area. The District agrees to exercise its rule-making, fee-setting
and other powers to assist the City in enforcing the rules and regulations.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.6)
The District warrants that all portions of the collection system
it owns or controls are in public rights-of-way or easements it now
owns, that its rights-of-way and easements are free and clear of all
liens and encumbrances, and that title to all such rights-of-way and
easements is adequately granted or dedicated to or vested in District
in documents recorded in the real property records of the Mesa County
Clerk and Recorder. Where a portion of the collection system owned
or controlled by the District is located on private property, or the
District’s easement is insufficient in size, the District agrees
to acquire at its expense such easements as may be reasonably required
by the City.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.7)
The District may not expand its contract service area without
the express written approval of the City, in its unfettered discretion.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.8)
The City reserves the right to refuse to accept wastewater flows
from any premises when the same would impose unreasonable risk of
a health hazard or other harm to the joint system.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.9)
The wastewater service to be furnished by the City shall comply
with the federal Clean Water Act and any and all other applicable
regulations.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.10)
The damage to the joint system if the District disconnects from
the joint system shall be not less than the reproduction cost of any
of the joint system’s facilities which are rendered useless
by such disconnection and which must be replaced in order to serve
customers outside the contract service area. The District agrees to
pay the damages described in this section immediately upon the occurrence
of such disconnection.
(2004 Intergovernmental Agreement (MCA 2004-029) § 2.11)
For the wastewater services provided by the joint system, the
City shall be paid by the users within the District’s contract
service area the rates, fees, tolls and charges calculated in accordance
with the system agreements, which shall be the same as all such rates
and charges imposed and collected generally throughout the Persigo
area. Methods of collection and schedules of charges shall be applied
uniformly among similar users throughout the Persigo area. In addition
to any other rate or charge herein provided, the District shall pay
or cause to be paid all applicable plant investment fees, and such
other rates, tolls, charges or combinations thereof as the City may,
from time to time, in the exercise of its lawful authority and pursuant
to the system agreements impose.
(2004 Intergovernmental Agreement (MCA 2004-029) § 3.1)
Rates for wastewater service shall be established by the joint
action of the City Council and the Board of County Commissioners,
pursuant to the system agreements.
(2004 Intergovernmental Agreement (MCA 2004-029) § 3.2)
The District grants and delegates to the City all of the District’s
power and authority deemed necessary by the City to impose and collect
the joint system’s fees and charges, including charges for sewer
taps and other purposes within the contract service area. This section
shall not be construed to limit in any manner the District’s
powers to impose and collect its own fees and charges.
(2004 Intergovernmental Agreement (MCA 2004-029) § 3.3)
The District shall require the users within its contract service
area to pay the City’s plant investment fees and other charges
and wastewater service rates. The District grants and delegates to
the City all of the District’s power and authority for the City
to enforce collection of such rates and charges in the same manner
as it employs generally throughout the Persigo area.
(2004 Intergovernmental Agreement (MCA 2004-029) § 3.4)
By special warranty deed and bill of sale of even date herewith,
the District transfers and conveys to the City for the benefit of
the Persigo 201 sewer system, for the purposes of this agreement,
all of its wastewater pump stations, and all underground pipelines
having a diameter of 10 inches or larger, together with (a) all manholes
and other surface and subsurface appurtenances thereto, (b) all easements
and rights-of-way covering or accommodating the same, and (c) fee
title held by the District in all parcels of real property upon which
any such facilities are located.
(2004 Intergovernmental Agreement (MCA 2004-029) § 4.1)
In consideration of payments made to the City by the District
customers under prior agreements and the provisions of this agreement,
the receipt and sufficiency whereof is acknowledged, the City shall
pay for and shall make all improvements necessary to bring the collection
system up to the standards applicable generally within the Persigo
area.
(2004 Intergovernmental Agreement (MCA 2004-029) § 4.2)
Based upon the City’s representations that it is able
and willing to supply the District with all of the wastewater service
for the full development of the District’s contract service
area, the District finds that the making of this agreement will provide
for satisfactory, uniform and dependable service available for current
and future use within its contract service area, and is in the best
interests of the users within its contract service area.
(2004 Intergovernmental Agreement (MCA 2004-029) § 4.3)
No assignment by either party of its rights under this agreement
shall be binding on the other unless the other party shall have assented
to such assignment with the same formality as employed in the execution
of this agreement.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.1)
No party shall waive its rights hereunder by failing to exercise
its rights; any such failure shall not affect the right of such party
to exercise at some future time the rights not previously exercised.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.2)
None of the remedies provided for under this agreement need
to be exhausted or exercised as a prerequisite to either party’s
pursuit of further relief to which it may be entitled.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.3)
The benefits and obligations created by this agreement shall
not be modified by amendment to the Constitution or the laws of the
State of Colorado; provided, however, that in the event that the General
Assembly or an amendment to the Colorado Constitution lawfully places
the joint system under the jurisdiction of the Public Utilities Commission,
the City’s obligations hereunder shall cease. Nothing in this
section, however, shall be construed as a waiver by the District of
any rights it may have to continued wastewater service arising outside
of this agreement.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.4)
The City shall have the authority to exercise all rights with
respect to the collection system in order to use the collection system
to serve or contribute to the service of any lands within the Persigo
area, consistent with the rules and regulations.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.5)
If the District commits a material breach of this agreement and the City gives the District written notice specifying the particular material breach, the District shall have such time as provided in the notice, which time shall be reasonably sufficient to permit the District to cure the noticed material breach but in no event no less than 90 days. In the event that the District fails to correct such breach within the time provided in the notice, or if more than the time provided in the notice is reasonably required to cure such matter complained of, if the District shall fail to commence to correct the same within said period or shall thereafter fail to prosecute the same to completion with reasonable diligence, the City, without obligation to the District or any person claiming by, through or under the District, may take such steps as it may deem necessary to cure or remedy the breach. The District agrees to reimburse the City for all fees and expenses incurred by the City in correcting the default or defaults. The 90-day notice provision of this section shall not apply if the City determines that the breach will probably result in an immediate health hazard or harm to persons or property, in which case the City may unilaterally implement such cure or remedy upon hand delivery of written notice of the breach and description of the harm that is probable to result. The term “material breach” shall include, but not be limited to, failure by the District to continue to exist as a Title
32 quasi-municipal corporate entity, an unauthorized extension of wastewater service, and other actions or inactions which could cause a health hazard or harm to persons or property.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.6)
The District shall not assert this agreement as a defense to
any action seeking to dissolve the District pursuant to C.R.S. §
32-1-701 et
seq., as amended.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.7)
This agreement shall remain in force until terminated by mutual
written agreement or pursuant to the provisions hereof.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.8)
This agreement shall be construed and enforced as the fully
integrated expression of the parties’ agreement with respect
to the matters addressed.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.9)
No express or implied covenant not specifically set forth shall
be a part of this agreement.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.10)
The parties expressly aver that no representations other than
those specifically set forth in this agreement have been relied upon
by either party to induce it to enter into this agreement.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.11)
This agreement supersedes and replaces in their entirety all
prior agreements between the City and the District for sanitary sewer
service.
(2004 Intergovernmental Agreement (MCA 2004-029) § 5.12)