036-98
BOARD OF SUPERVISORS
RESOLUTION FOR THE OPEQUON WATER RECLAMATION FACll..ITY
INTERMUNICIPAL AGREEMENT
PROVIDING FOR mE EXPANSION, UPGRADE, OPERATION AND
MAINTENANCE, AND DEBT SERVICE
WHEREAS, the Opequon Water Reclamation Facility is nearing its maximum flow and
biological capacity; and
WHEREAS, the Frederick-Winchester Service Authority has completed the study to
determine capacity needs and the expansion of the plant to meet those needs; and
WHEREAS, to implement the expansion of the plant, it is necessary to amend the
Intermunicipal Agreement adopted in September 1983; and
WHEREAS, the Frederick County Sanitation Authority, at their April 21, 1998 meeting,
approved this resolution.
NOW, THEREFORE, BE IT RESOLVED, the Frederick County Board of Supervisors
for the County of Frederick, Virginia, does hereby authorize the chairman and secretary to execute
the Intermunicipal Agreement in substantially the form presented, copy attached and incorporated
with these minutes, with such modifications that may be approved by officers executing the
agreement, with the agreement of counsel as a prerequisite to the officers signing, their signatures to
be conclusive evidence of such approval.
ADOPTED, this 27th day of May, 1998.
James L. Longerbeam
Aye
Robert M. Sager
Aye
Richard C. Shickle
Aye
Margaret B. Douglas
Aye
W. Harrington Smith, Jr.
Aye
Charles W. Orndoff, Sr.
Absent
,
,
A COpy TESTE:
en ~<1-
~r.
Clerk, Board of Supervisors
RESOLUTION NO.: 036-98
FREDERICK COUNTY
SANITATION AUTHORITY
POST OFFICE BOX 1877
WINCHESTER, VA 22604-8377
TO:
Ph. (540) 868-1061
,_",::::<1-,~'v-\,Fax. (540) 868-1429
4~1!J2\'12?Jlt/.'--'
MEMORA~~M ~ . ~~\
t~ ~,~'( ~~~~C ~.,
t~ ~\:.C~lwllr!I~, t&S"
~c--,,! f\t~Cl~'.~:", 1\S\llC'l ~..i
Board of Supervisors ~ f'.d'mi~~~ - ~,
\c?-" i
t\ ~\ ,,6'n ...".J
Wellington H. Jones 'W\ I ,",.c;<9S,\7~;!""
Opequon Water Reclamation Facility Intermunicipal Agreement
FROM:
SUBJECT:
DATE:
May 15, 1998
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Attached are changes made to the draft agreement provided as TAB G with your Agenda notice for the
May 13, 1998 meeting. These changes are the result of review by Frederick-Winchester Service
Authority's bond counsel. They are minor changes in form and grammar, references, and clarity.
They do not involve change of intent or provision.
Iths
attachment
WATER AT YOUR SERVICE
CHANGES TO DRAFT REV.4
OPEQUON WATER RECLAMATION FACILITY
INTERMUNICIP AL AGREEMENT
THIS AGREEMENT, made as ofthe day of 1998, by and between the
CITY OF WINCHESTER, a municipal corporation (the CITY), the BOARD OF SUPERVISORS
OF FREDERICK COUNTY, acting for and on behalf of Frederick County (the COUNTY),
FREDERICK COUNTY SANITATION AUTHORITY, a public body politic and corporate
organized and existingllllderthe provisions of the Virginia Water and Sewer ~i~~ Authorities Act,
Section 15.l-l2J91~;gH~~qqJet seq" Code of Virginia (1950), as amended, (the SANITATION
AUTHORITY) and the FREDERICK-WINCHESTER SERVICE AUTHORITY, a public body
poli!i~ and corporate organized and existiIl~uIlIl~~rthe provisions of the Virginia Water and Sewer
~~~Authorities Act, Section l5.l-l2J9~$;~j$i:g~, et seq" Code of Virginia (1950), as amended
(FREDERICK-WINCHESTER) provides that:
~~$;t~,P~~$~~t~pf~t~.~Qt~t~~~n~g~g~tt~IQt~f.mgpgpm,.~~m~~4~t~4
$~Pt~m).l~t~g;;:~Q~~;.tm~4g9.'#n~n~'I$'ii:iI~g~i~pt:~4t~~~~~mWqb~lj~~:.~*!>>~~i
"Bonds" shall mean the revenue bonds issued I?mlP~tgtll~jby FREDERICK-WINCHESTER
to obtain funds, together with other available funds, to pay a portion of the cost of the Project and
shall include any notes or other obligations issued for such purpose,
~i(:~iBlr~;o:::i,"~~_
~:r~~:~~~~~ i;;~i~'llilll~~'!!~ij~~~~!~!~~~~~~~~~~I:1f.
I"Ihdhcl Ly fillH,hase, lease Of Olh","r,i"c:., an.:l tll" [aGilities to be. provide.d Ly FRLDCRICK-
Vv1NCUCSTr.R }'lllSllaHl to A..t;"le IV, as the same may from time to time exist.
SECTION 2,1, INITIAL TERM, This Agreement shall be in full force and effect from the
date of its execution until June 30, 2000 g~;:provided, however, that if on such date the Bonds have
not been paid or provisions made for their payment, the term of this Agreement shall continue until
the Bonds shall have been paid or provisions made for their payment.
SECTION 2,2, CONTINUATION OF AGREEMENT. This Agreement shall continue in
effect beyond June 30, 200S;?~ (or such later date as provided above), until terminated by the CITY,
the COUNTY, the SANITATION AUTHORITY or FREDERICK-WINCHESTER. No such
tennination shall become effective until two years after written notice thereof shall have been given
to each of the other parties hereto,
S~STF8~3.1'I>~()Jl~ST'.......~~P~~C~~~!NS~~T~~...Vv'iIlp~ovide the wastewater
facilities ~,g$~~pg~~QJ99~~9ij$!m~t~q~A~$9Qr4~p$~Mii~ljt!M~~&i;~~m~gK de.sc:.1;bc:.d ;u r::.J~bjt I
atta"ll",J 11",<.10, w\1i.l;llll;ug the. initial riojc:.c:.t, as the same may be modified to meet requirements
of appropriate regulatory bodies. FREDERICK-WINCHESTER may also undertake the provisions
of such additional facilities as may be agreed upon from time to time by the CITY, the COUNTY,
the SANITATION AUTHORITY and FREDERICK-WINCHESTER.
SECTION 5.2. LIMITATION ON PLANT CAPACITY The Political Subdivisions
recognize that the capacity ofFREDERICK-WlNCHESTER:~ advanced wastewater treatment plant
will be regulated by the State Water Control Board and that r~allocations of plant capacity may have
to be made in order to avoid overloading. The CITY and the SANITATION AUTHORITY each
covenants and agrees not to exceed its plant capacity as allocated from time to time. The CITY and
the SANITATION AUTHORITY have the primary responsibility for the necessary action to insure
that their wastewater flows remain within their allocations. At such time as FREDERlCK-
WINCHESTER has been advised by the Virginia Department of Environmental Quality (DEQ) or
the State Water Control Board (SWCB) that there is inadequate existing capacity or other conditions
of the permit are not met requiring improvement or expansion of its facilities, the CITY and/or the
COUNTY, as the case may be, shall suspend, if necessary, the issuance of permits which allow start
of construction of projects in the affected area until capacity is increased by reason of reallocation or
it is advised by FREDERICK-WINCHESTER that additional wastewater may be delivered to
FREDERICK-WINCHESTER
SECTION 6.1. RATES AND CHARGES IN GENERAL. FREDERICK-WINCHESTER
shall fix and determine, from time to time, operational rates and debt service charges. Such
operational rates shall be established by FREDERICK-WINCHESTER to provide funds, together
with other funds that may be available, at all times to pay (a) the cost of operating and maintaining
the Project, and (b) reserves for purposes such as replacements and improvements to the Project.
Such debt service charges shall be established by FREDERICK-WINCHESTER to provide necessary
funds, together with other funds that may be available, at all times to pay (a) the principal of,
premium, if any, and interest on the Bonds, (b) reserves required by the Bonds and ( c) trustee's,
administrative, and other fees required by the Bonds. Debt service charges shall b~ucl1arged the CITY
and SANITATION AUTHORITY regardless of whether the project is completeQpf!and operational.
SECTION 6.2. OPERATIONAL RATES AND CHARGES. FREDERICK-WINCHESTER
shall fix and determine from time to time a wholesale Ofi"'lat;onaI rate for flow and a wholesale
o!,"'l<\l;uual rate for BOD. Such rates shall be established at such levels as shall be necessary to
provide funds, together with other funds that may be available, sufficient at all times to pay (a) the
cost of operation and maintenance of the Project and (b) pr(:)."i~~.r.~s.erves for purposes such as
replacements and improvements to the Project. The OpClati\'JiiM :W4~l~~~ rates shall be designed and
calculated so as to recover two-thirds ofthe necessary funds for the aforesaid purposes from charges
for flow and one-third for charges for BOD. FREDERICK-WINCHESTER shall charge the CITY
and the SANITATION AUTHORITY the same wholesale rate for flow and the same wholesale rate
for BOD.
SECTION 6.5 . RATES CHARGED BY CITY AND SANIT AnON AUTHORITY TO ITS
RET AIL CUSTOMERS. The CITY and the SANITATION AUTHORITY shall establish retail
sewer rates; said rates to be independent and at the sole discretion of the CITY and the
SANITATION AUTHORITY. The rates established shall recover charges made by FREDERICK-
WINCHESTER and capital and operational costs and reserves needed to operate and maintain the
respective sewerage collection systems.
SECTION 6.7. EFFECTIVE DATE OF RATES AND CHARGES. The .t~HH$ei.i........ rates
.......,y................
and charges sel fo,lh 'Pf9m~~~[9tin this amendment shall be effective the first full month foll~wing
completion ofthe facilities necessary to provide additional capacity,?lltil1l1o~yel1tI~ter.0.~.!l1~.~l!.~
~~~1iJ~i~;i~;i~~~i~~~~~rvices to pay for the facilities. 9.t#.m.~gqqjm!~;:jn~~~!it!#gt~t~$
SECTION 7.1. AMENDMENTS. It is recognized by the parties hereto that this Agreement
\Vill~ol1s.~itllte.<ltle.ssentilllP~rtofthe.FRJjI)ERlCI<.~WINCHESTER financing plan and that, after
m~Q9Qg~i~t~Ql9;t~D~~m~#.tg&QP.p~~gq~q1modified, or otherwise altered in any manner
that will impair or adversely affect the securitYu~fforded hereby for the payment of the principal of,
premium, if any, and interest on the Bonds, and i~ that this Agreement can be modified or amended
only with the consent of the Political Subdivisions, FREDERICK-WINCHESTER and the Trustee
given in accordance with the resolution or indenture under which it has been designated.
Ph. (540) 868-1061
Fax. (540) 868-1429
FREDERICK COUNTY
SANITATION AUTHORITY
POST OFFICE BOX 1877
WINCHESTER, VA 22604-8377
MEMORANDUM
TO:
Frederick County Board of Supervisors ^ AJ
Wellington H. Jones, Engineer-Director fwd!
Opequon Water Reclamation Facility Inrtermunicipal Agreement
FROM:
SUBJECT:
DATE:
April 16, 1998
---------------------------------------------------------------------------------------------------------------------------------
The Frederick-Winchester Service Authority is ready to start construction on the expansion of the
Opequon Water Reclamation Facility. The referenced agreement has been revised and is ready for
approval. The Frederick-Winchester Service Authority approved the agreement last month. The
Frederick County Sanitation Authority will consider the agreement at their April 21, 1998 meeting.
Pending Sanitation Authority approval, I request the board of supervisors consider approval of the
revised agreement. The City of Winchester will consider the agreement at their first council meeting
in May.
The copy of the agreement is attached showing all revisions to the original document adopted
September 1983.
Attached is a resolution for your consideration.
Iths
attachments
WATER AT YOUR SERVICE
DRAFT - REY.FCSA.4
OPEQUON WATER RECLAMATION FACILITY
3 INTERMUNICIPALAGREEMENT
4 TillS AGREEMENT, made as of the day of 1999-~, by and between
5 the CITY OF WINCHESTER, a municipal corporation (the CITY), the BOARD OF
6 SUPERVISORS OF FREDERICK COUNTY, acting for and on behalf of Frederick County (the
7 COUNTY), FREDERICK COUNTY SANITATION AUTHORITY, a public body politic and
8 corporate organized and existing under the provisions of the Virginia Water and Sewer Authorities
9 Act, Section 15.1-1239, et seq., Code of Virginia (1950), as amended, (the SANITATION
10 AUTHORITY) and the FREDERICK-WINCHESTER SERVICE AUTHORITY, a public body
11 politic and corporate organized and existing under the provisions of the Virginia Water and Sewer
Authorities Act, Section 15.1-1239, et seq., Code of Virginia (1950), as amended (FREDERICK-
13 WINCHESTER) provides that:
14 WHEREAS, the CITY tw~~.:owns QB~~ and Ol'..!al"'~::9PI~t~4 wastewater treatment
15 facilities which provide wastewater treatment for all of the City and certain outlying areas in the
16 County, and the SANITATION AUTHORITY nkl'v.!iI:'OWns ~w.hll and Opc.lates Qtii.!~~
17 wastewater treatment facilities which provide wastewater treatment for certain areas of the County;
18 and
19 WHEREAS, in the interest of efficient water quality management for the Opequon Creek
20 drainage basin and other basins within the confines of Frederick County, the CITY and the
21 COUNTY caused FREDERICK-WINCHESTER to be formed by Concurrent Resolution adopted
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DRAFT - REV.FCSA.4
:t;", by the County on January 24, 1974 and by the City on February 12, 1974 and by a certificate of
23 incorporation issued by the State Corporation Commission of Virginia on March 8, 1974; and
24 WHEREAS, the CITY and the COUNTY subsequently revised the purposes for which
25 FREDERICK-WINCHESTER was formed by the passage of Addendum #2 to the Concurrent
26 Resolution on April 12, 1983 and April 13, 1983, respectively; such purposes are to provide the
27 following services:
28 (1) To acquire, finance, construct, operation and maintain facilities for the abatement of
29 pollution by the treatment of sewage collected from the CITY and the COUNTY, including
30 treatment plants, trunks or interceptors and pumping stations, together with all appurtenant
31 equipment and appliances and properties, rights, easements and franchises related thereto or deemed
..,., necessary or convenient by FREDERICK-WINCHESTER for their operation, but not including
33 sewage collection facilities~~:lg
34 (2) To acquire, finance, construct, operate and maintain garbage and refuse disposal facilities
35 for the CITY and the COUNTY, including landfills, incineration and other disposal facilities,
36 together with all appurtenant equipment and appliances and properties, rights, easements and
37 franchises related thereto or deemed necessary or convenient by FREDERICK-WINCHESTER for
38 their operation, but not including garbage and refuse collection facilities.
39 WHEREAS, the parties desire to enter into this Agreement to provide for the construction
40 of new ~Gh wastewater treatment facilities asit~;il:i~UppPiftqm;,tji~~9lt~@ and the financing,
41 operation and maintenance of all such facilities and recognize that this Agreement will be used to
42 facilitate tb." vLt"';ll';!ll:5 ofPc.de!& "tel' III COll"L.uction Clant Funds interim financing, and/or the
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DRAFT - REY.FCSA.4
issuance of revenue bonds by FREDERICK-WINCHESTER to finance the cost of such
44 construction;
45 NOW, THEREFORE, in consideration of the premises and the mutual covenants and
46 agreements hereinafter contained, the parties agree as follows:
47
48 ARTICLE I
49 Definitions and Warranties
50 SECTION 1.1. DEFINITIONS. The following words as used in this Agreement shall have
51 the following meanings:
52 "Act" shall mean the Virginia Water and Sewer Authorities Act (Chapter 28, Title 15.1,
53 Code of Virginia of 1950, as amended).
1:IQlr1:!gtA~Ji&Rf~~itr.QijIr.q~:~~~fi.It:::~l\gi!1!:'I~.~~;::;B~:~qql,~~WIgf':p.iig~Wl~l~
55 ~n:!~~!g9~~I!~!!::giiJJ)~tjg~::g~:grg.~jlm~fI\tt:~~:$p~91I'!1.;I:lj:i;*p;9m~;tSp.Ii.lf~lM~
56 1i~~t:;$.pliig:i~nilgp$;:li:::mggla:::~~,$.~j:ylg;I:I~lmg:1i~t.itM._
57 "Bonds" shall mean the revenue bonds issued by FREDERICK-WINCHESTER to obtain
58 funds, together with other available funds, to pay a portion of the cost of the Project and shall
59 include any notes or other obligations issued for such purpose.
60 "CITY" shall mean the CITY OF WINCHESTER, a municipal corporation of the
61 Commonwealth of Virginia, and shall include the Common Council as its governing body.
62 "Cost" when used with respect to the Project, shall have the meaning specified in Sections
63 15.1-1240(m) and (n) of the Act.
64 "COUNTY" shall mean FREDERICK COUNTY, a County of the Commonwealth of
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DRAFT - REV.FCSAA
~-.> Virginia, and shall include the County Board of Supervisors as its governing body.
66 "Points of Delivery" shall mean such points as FREDERICK-WINCHESTER may establish
67 from time to time for receipt of wastewater from the CITY and the SANITATION AUTHORITY.
68 "Political Subdivision" shall mean the CITY, the COUNTY and the SANITATION
69 AUTHORITY.
70 "Project" shall mean the facilities to be constructed by FREDERICK-WINCHESTER
71 pursuant to Article ill, whether by purchase, lease or otherwise, and the facilities to be provided by
72 FREDERICK-WINCHESTER pursuant to Article IV, as the same may from time to time exist.
73 "FREDERICK-WINCHESTER" shall mean FREDERICK-WINCHESTER SERVICE
74 AUTHORITY, a public body politic and corporate and organized and existing under the provisions
75 of the Act.
.-
76 "SANITATION AUTHORITY" shall mean FREDERICK COUNTY SANITATION
77 AUTHORITY, a public body politic and corporate organized and existing under the provisions of
78 the Act.
79 "Trustee" shall mean the trustee under the resolution or indenture authorizing or securing
80 the Bonds.
8l SECTION 1.2. REPRESENTATIONS AND WARRANTIES. Each of the parties
82 represents and warrants that it has full power and authority to enter into and perform this
83 Agreement.
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DRAFT - REV.FCSA.4
ARTICLE II
85 Term of Agreement
86 SECTION 2.1. INITIAL TERM. This Agreement shall be in full force and effect from the
87 date of its execution until June 30, 2008; provided, however, that if on such date the Bonds have
88 not been paid or provisions made for their payment, the term of this Agreement shall continue until
89 the Bonds shall have been paid or provisions made for their payment.
90 SECTION 2.2. CONTINUATION OF AGREEMENT. This Agreement shall continue in
91 effect beyond June 30,2008 (or such later date as provided above), until terminated by the CITY,
92 the COUNTY, the SANITATION AUTHORITY or FREDERICK-WINCHESTER. No such
93 termination shall become effective until two years after written notice thereof shall have been given
94 to each of the other parties hereto.
..-
95 ARTICLE III
96 Construction of Facilities
97 SECTION 3.1. PROJECT. FREDERICK-WINCHESTER will provide the wastewater
98 facilities described in Exhibit I attached hereto, constituting the !It!~ Project, as the same may be
99 modified to meet requirements of appropriate regulatory bodies. FREDERICK-WINCHESTER
100 may also undertake the provisions of such additional facilities as may be agreed upon from time to
101 time by the CITY, the COUNTY, the SANITATION AUTHORITY and FREDERICK-
102 WINCHESTER.
103
SECTION 3.2. PAYMENT FOR FACILITIES. The obligation of FREDERICK-
104 WINCHESTER to provide the facilities described in Section 3.1 is limited to the funds available to
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DRAFT - REV.FCSA.4
1_-' its from time to time for such purpose. FREDERICK-WINCHESTER shall be under no obligation
106 to provide funds for such purpose except in accordance with Section 4.1.
107 SECTION 3.3. ADDITIONAL FACILITIES. In the event that the CITY, the COUNTY,
108 or the SANITATION AUTHORITY determines the need for additional wastewater interceptors
109 or treatment facilities that have not been agreed upon by each of the CITY, the COUNTY, the
110 SANITATION AUTHORITY and FREDERICK-WINCHESTER, FREDERICK-WINCHESTER
III shall provide the requested facilities at the sole cost of the CITY, the COUNTY, or the
112 SANITATION AUTHORITY as the case may be.
113 ARTICLE IV
114 Obligation of Authority
115 SECTION 4.1. SALE OF BONDS. FREDERICK-WINCHESTER shall, I9li.~:it9;E~~
116 as SOull c\.3 lll"'} b" plaGt.;"abk ..ith IlIl. wlsonablc di"}latch, issue and sell Bonds pursuant to the Act
117 in an amount, together with other available funds, which will be sufficient to pay the cost of
118 constructing and placing the::rmti1; Project in operation, ~g:il~l!::~$i:!ly::~i~~~qg.:::~m1~ggl;
119 provided, however, that nothing contained in this Agreement shall require FREDERICK-
120 WINCHESTER to issue the Bonds except upon terms deemed reasonable by it.
121 SECTION 4.2. ACQUISITION AND CONSTRUCTION OF PROJECT. FREDERICK-
122 WINCHESTER shall, as soon as may be practicable and with all reasonable dispatch after the
123 necessary funds are made available to it, acquire, construct and place the !It!1 Project, !l$:I~.~$
124 iffY;~iij~~q9~m:~Xpm!9n~, in operation.
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.5 SECTION 4.3. ACCEPTANCE AND TREATMENT OF WASTEWATER. FREDERICK-
126 WINCHESTER shall accept and treat all sewage delivered by the CITY, and SANITATION
127 AUTHORITY at Point of Delivery up to their respective allocated plant capacities pI".,,,,ully
128 }lloje.:ted a." 4.1 millioll ~a.llo1l5 P'l da.y f<ll th, City and 0.9 lltillion gallon., }Ie. cia) fell tl.e
129 Sanitation AuthUlity, 1.. acGo.da.uG", vvith as set forth herein, mQ~I~~!h~~~~g~igQrnplj]~~w!tijlli~
130 t~qq#!~I~ij~~;;g~::&~~ Rules and Regulations from time to time adopted by FREDERICK-
131 WINCHESTER FREDERICK-WINCHESTER shall be under no obligation to treat wastewater
132 delivered by the CITY or the SANITATION AUTHORITY in excess of their allocated daily plant
133 capacities.
134 ~gf9IQla;i;F~JJi~~~QR;~t;'f,'~~1jt~~..~~.:.~~t\QJi~;;:Wh~lt~.~9A'PP!lj.~
13 5 ~gQg!ID~!$.m~:~~p~~!lg~tP~<1p~qp9n:Mf#.!~f(gil~~gi;$~g;j!jtY'~~Ulj~:il~i.~1~4!!H~QI
136 ij9~1~:R.!Q19&m~.!B~~m.::~~~ij?p.f~PPft~pn)lii.B.~~s_@m~;~.t~nlf.I~liE~
13 7 tQ:E~j)~t.li~i]
13 8 ~g.QI::::~~~:;::I~$ij;)Il":Q~#Q~t~ii.l1~(jIjf;tQ'M.::);)i:::;Wij~:IIp.lgt.~M:9~:!~~
13 9 Qp~qq9n:It~I.iffi~qQn:1t~I!I:.mll~t~ty:pt!~!lfQI~i.n~l~ijt';p~tm$i:.g~l~nt:!$~i.g$
140 m~IMgAgl9.nip~,~:~iy,(I.~IJ..ij9.w'::AAPi~~!Yil,~i2i~Q:;P99pl.pli[~iygp':~~gIW@.~w.:.:~ipim~Y
141 mQQ)~Wbt~~:IP~lj~~&g~~~flm~.iRM!~4~~~titl:R~pi~li~l)~b~M;?~M~99l!t~~:J?~twt~g
142ingGm;I#n~;~n~~illwli~QIIElQ.I.t.ijl~:;I~.ngl.~i;
143l;:Wm~~~rnMI$mQ~t~4;~*tg~M~P;gfjtij~~~~g~gI9gpg9Ry@j47j~gq'PAgijq~p~r
144 j)~Y:9;IQQ;
145 ~~...00fi!~_~IlQMI~Q~jg;~QIt!J.W;tg~,:lIaQ;g~m~~~j~gi;~gli9gP?gty
Page 7
i_. .J
147
148
149
150
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DRAFT - REY.FCSA.4
~ii~....J;7.~Q..pqqii~~..p~(~Y.9~};lQ~;
$~f;;WI9N;~;~i~!ijtEtW~5Glff&!f~iPE{JQ~1Jj{j)N:~t~~~~tA~~~~.pf:~lj~qIOC
~gi$$~lw~mJQmim~Qw~.[~qY~f~~Q~~41tjQn~.9~p~~jtY!.~~i!11~Qp~qqi~~~~t
~~$I~~!9.Af-iqm!Ywlqlj:'n.I.~~I#mfipr!~if)I~!~lplt~~:!P~~.P9mpt~t~~gQQ9;.1;!~~
pl~ijij~~*PI$~Qni~~Q.p.f9yi~~AA~~4!qQ~Mg~Q:'MG.~g~tlqY{Ai~~!ty~ii~i.g:~~~I~Q~f~~4QQ
P9~P~~P.~t;4~Y'9~9!9.~pg~I~lp~gt.~y)lfi~gg~ijw.~.l:1~':!i~wi'~ifk~twlg&4~:.~lWlgg~I!&~
'$~rniw!Q'Niiw~QmiTIW~t~tf9j!Qwmg.~!g
~II;l;~~~rn~t.~;~I!~~t~~f;qm~~P!I~:I!gr~ijgw,q~p~$~I!I,~g~l~gp9ijni~p~rij~y
Q~~Q~;
~;I1~~~iWIQ~.I.'!1iIQ_t.~lg~.~~qm~~9.ttfi~'lrnr~:~9.I~~Rip~fY~n~
~;g7Q...1I~1l~.P~f9~Y9fj!rQ~!
~~~J.JJQI4.7i OPERATION OF PROJECT. the CITY, by contractual agreement with
FREDERICK-WINCHESTER, shall operate and maintain the Project in an efficient and economical
manner, making all necessary and proper repairs, replacements and renewals, consistent with good
business and operating practices for comparable facilities and in accordance with applicable
standards of regulatory bodies. Treatment of wastewater shall meet or exceed all applicable
standards of regulatory bodies.
SECTION 4.5~. ADOPTION AND ENFORCEMENT OF RULES AND REGULATIONS.
FREDERICK-WINCHESTER shall adopt and enforce such reasonable rules and regulations as
may be necessary or desirable to insure the efficient operation and maintenance of its facilities and
the compliance with applicable regulations and orders of regulatory bodies.
Page 8
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ARTICLE V
168 Obligation of Political Subdivisions
169 SECTION 5.1. FREDERICK-WINCHESTER TO TREAT ALL WASTEWATER. All
170 publicly owned wastewater treatment facilities except septic tank tile field systems owned by the
171 COUNTY or the SANITATION AUTHORITY shall be operated by FREDERICK-WINCHESTER
172 under this Agreement. The CITY and the SANITATION AUTHORITY shall deliver to
173 FREDERICK-WINCHESTER at Points of Delivery all wastewater collected by them which will
174 drain or can be economically pumped to FREDERICK-WINCHESTER and shall not permit or
175 provide for the treatment of wastewater collected by them in any other manner.
176 SECTION 5.2. LIMITATION ON PLANT CAPACITY. The Political Subdivisions
177 recognize that the capacity of FREDERICK-WINCHESTER'S ploposed advanced wastewater
178 treatment plant will be regulated by the State Water Control Board and that allocations of plant
179 capacity may have to be made in order to avoid overloading. The CITY and the SANITATION
180 AUTHORITY each covenants and agrees not to exceed its plant capacity as allocated from time
181 to time. The CITY and the SANITATION AUTHORITY have the primary responsibility for the
182 necessary action to insure that their wastewater flows remain within their allocations. At such time
183 as thG CITY and tlK. SANITATION AUTHORITY QJ.(, advl~ed by FRDDERICK-WINCIILSTI:R
184 that tile aVelaoe flv~ oftlK. CITY 01 th... SANITATION AUTHORITY, as the Gaile maJ be, fUl any
185 thlGC cUll"...wtlve lhunths has leadKd 95% uf ;ts a:llo...atGd daily plant (,afla(,;ty, ~mG~f
186 ~@~~'.rB.'.p~II~~~i~y:~lji~~fSl.:I~pitg!ip,t.:giI9Iwt9.ti~w.g~&:'ml~9r
187 t).1~:'St~t~::~i~~f...Q9mrQl;:~91~I(m~):.tn~t:::I~I:m.~Qg4.~q~t~::.'~~tjpg.~~p.i~tY':9t:Qth~f
Page 9
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189~Q1#or the COUNTY, as the case may be, shall suspend;!~#~g~~~IY; the issuance of permits which
190 allow start of construction of projects in the affected area until capacity is increased by reason of
191 reallocation or it is advised by FREDERICK-WINCHESTER that additional wastewater may be
192 delivered to FREDERICK-WINCHESTER.
193 $gQI;QI~.l~:~X''';flXt)J:m(;(j~)\(jlwIj~ 1~9~gQl!ljm~HP~~~~!9#t~pgm~~$
194 t!i~t:U!mt~t~Qrt$.9P;.~~pg9!tY1.~9t).1:~g\YM~.~mtgl~i!1M~~$~:~t:"tfi~Q~qPQ~twit~t~~'91.@A?fign
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197 ~;~~m~4t;mqm~qr~;:mgt:~~~'@lJ!)M;W;4~.wllJQIIY'mQmrnlr~li!il!~ffin:m9~~
198 ~$ti!1~I!$hl.l,q2.~~Q~;'~1>~tI~~f~~t1a$.I!:::$fi@~it~m~::~a:i9~:~~GP:'::~m.~nql.:.ym
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20 1 ~~~$:~$~:'~~l1gmi~~~$:;I~~;:~n!!I~lj~f:!I!~I::~lmtl.~~I~.~~.il~iRfll~q1.mt!t$~$
202 i.Pt!~ip~tli:mlt~:r;p'gql~::m~$in~:~~t~t~I~!l:Q~'9E~t$fflR:M~~g~t;r.fimQn~~Q1UiY..~m1i~~mi
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204 EQUQN~g!~~Riit;!~:g~;mPt~~q::aiWy:;plijy.'~~~!iQlm'.:.$..%IWU~fS
205 ImmQ1irnltlj~rQUQ.g~yi~ii9i.$ljID.~~~I1,ij~~i~ij~
206 1) ~..'...jfi~:.~q~..:q\ly;'~ip~~I.'~t~I!?ilQA:::m;t~~I:(jlWOO::'lia$..wiW~Qt&207 Imrnlgll.!~f~~'t~I.~ijIDr,t~$.~~p.~p~i~$;~9.19~!~iii6~tP.t~~fY.~
208 ~iip~~I:M~~~~t!~~'im~~..#~~~~.;)4nt~$.~r;~)4pg4.j
Page 10
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DRAFT - REV.FCSA.4
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Page 12
DRAFT - REV.FCSA.4
2__ 9QQ~lrnqli.QAgg~l~..~~~QqI~~~4...:w!tlj.fj!Q'Wq~pgq~tY.(Wa..aly~a!pgPn~iQt~I..ljy~~~.i9iill
25 2 pqQ~tW9YQP~q$~..p#i.~~..gtqJ~g!...~9..4~!~rm~I1~~~p~tgml.!~g~.9~!m~gq~~~~191~r~g
253 :w!tljfjJ&'W..~~p~~liYi~.~j#.~..p~fq~~g~~~;m...lj~~.~~..~g'~&t~~P~lli.~~Q~~9~1ij~
254 mm~~~~t:..~.(p~~fi9~p~J...~~~...1I1t~r~jtlj~tP~QY!4~$'t9r'.P1~~Y4rlc~9P~p~@,ry;
25 5 rnlt~....qn!~"9P$!~hIDJfj~~!gql~~~~~y.~~g!h~PQft!gn..p~.lli.~f'~ppg~!..4It.~@ilg@
256 9I~~~~I;m~Pmt~PtiYm!~~~:9~P~9.ty~itl'.~ijgl~ij~~I.q~Y19~~i&jJ~I~gr
25 7 4~~$~i1q~qg~~fQrltJQ\iq~p~Qlb1;
258 SECTION 5.3- if. PAYMENT OF CHARGES. The CITY and the SANITATION
259 AUTHORITY each covenants and agrees to pay promptly when due the charges of FREDERICK-
260 WINCHESTER as determined pursuant to Article VI and billed to it from time to time; provided,
261 however, that the CITY and the SANITATION AUTHORITY shall not be obligated to pay such
-
262 charges except from revenues received by the CITY and the SANITATION AUTHORITY,
263 respectively, from the charges to be paid by the users of its sewerage systems and available to them
264 for such purposes, including availability, connection, consumption and service charges or fees and
265 other revenues of such systems.
266 FREDERICK-WINCHESTER shall provide the CITY and the SANITATION
267 AUTHORITY with infonnation as to the minimum charges necessary for their respective required
268 payments.
269 SECTION 5.4-$ OBSERVANCE OF REGULATIONS. The Political Subdivisions each
270 covenant and agree to observe all reasonable rules and regulations respecting the use of and services
271 furnished by the Project in accordance with Section 4.8 or legally required by any other authorized
Page 13
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DRAFT - REV.FCSA.4
regulatory body.
ARTICLE VI
Rates and Charges
SECTION 6.1. RATES D'D~QlE& IN GENERAL. FREDERICK-WINCHESTER
shall fix and determine, from time to time, gp~lilQgill rates M!~4~~fRI~~ghig~;.; to b" ..1,w8"J
lu 1:11" CITY and thG SANITATION AUTHORITY. Such qp~rm!9P~ rates shall be established by
FREDERICK-WINCHESTER at stich le.vds a~ 'Hay 1,,,, H",CeSSwy to provide funds, together with
other funds that may be available, at all times to pay (a) the cost of opcration and maint'-nanc'- of
QP~f~img';mgmmi~~mpg the Project,;m4 (b) reserves for purposes such as replacements and
improvements to the Project;!; andSq~~~~kt:.~9~Pblg~~.:~~~~'ltllj~.:~~'~~JI&lI<f
~~g$11It~gpfQYIq~:.fi!A4~~tQg~tij~f.l!m.Qth@r.ln~~lijit.Bylj~;.iy.~U~li~.[tl.1..IDJPi~~tQ
pI (c@) the principal of, premium, if any, and interest on the Bonds, as th", ~a.liK bccom'- dtl'-, and
(b) reserves required by the Bonds, and tfj[~m~~$J....~~li@frtl.iy~t~n~..pm~t;f.~I;:t~qqW~:.Qy;m@
~.Q>>,~~:~:::;:;g~&!.:~~lf9~..9~igl;:Su..l, ,ates shall be charged the CITY and SANITATION
AUTHORITY regardless of whether the project is complete and operational.
SECTION 6.2. ~I~W~Q"~ RATES~l:~~U~
FREDERICK-
WINCHESTER shall cstablish a f~in~g~t~tffi@~..~Qmf!m~~g.!!m~ a wholesale;9P~fgfmiij rate
based on iqf flows to U,I,,; Piuje..l f0, rC'-OvC1y uf ..ap~lai, ujJeralioll.ll, Atld ,,,,s,,,, ve w~ls "bile. th,-
Project i~ uperationai and oU,,,,, "is,- bas'-.! Ou ll,,, ..apa..~ly uf lh" plUj",..l 1,..I:"....,lll1e CITY and
Sw~l<i~oll Atltho,~lJ put ~uMllu I:Ill~ a8i c..m"nt. i'~g:iIwn~tl~l~ QP~rlt~QI~ ~1~rqijl.@Q~~...~qgn
ri~~~~~~~~~J~$~~a]gf$~~~JI!~!~i~~~U~~ni~~m.fQPf9Yl~~:rgQq*~.tQg~fll>>?~ijQth~r
Page 14
DRAFT - REV.FCSAA
fi!ii~~t~~tfimy~~iyi#I~~(~;~qffif!~#t~t~lt~m~~tq.p~y{Mth~~QAAQ~QP~~t!QAimgm~t~img~
294 PPth~.Rf9j~~I~Q?)prQW~~t~~ii$.rq~pq~PQ~~~..19~:M..t~P!~2~ffiit~4Qij~lp~9y~ffilt~..tQ1&~
29 5 gf9j~~;j:;lj~QP~~t!9Q~I.t~t~~.~htlJ(Q~~~~!lID~~...m1g9~~4J~t~g.~Q~~.tQr~~9Y~ftW9Ulj!r.4~Qttfi~
296 A~$~~~~rYm~~~[q!i.~g~~(~t~~W~PYrnQ~~~..ff919~gg~~tq~fl9WI~!9n~f!ij!!i4t9!$~itg~~tq~
297 ~Q.Q~FREDERICK-WINCHESTER shall charge the CITY and the SANlTATION AUTHORITY
298 the same wholesale rate (qrfl91~p~~n~~llg;ln~l~iM~:r!~~tgr~Q:Q.
299 SECTION 6.~ ... DETERMINATION OF OPEIE~mtQff~ CHARGES FREDERICK-
300 WINCHESTER shall determine operational charges E2!m~g;;ID~lj~pp.t!pq~;'~m~t~~i~~
301Qttn~~rgj~9t:by applying the QP~~t!gniI rates determined pursuant to Section 6.2 to the total
302 g~lQ! of wastewater received from the CITY and the SANlTATION AUTHORITY, as obtained
.............................."............,..........
303 by their respective wholesale meter readings o. M1u':'aled "apac~ty ~ th", '-ase .lIay be, ~~g;:#!~~Qg
3\14 r~~my~wIQI.:@loo.!;m~~mwlml~I:lmfll.I::~~:9~.~~ym9ntly~yl~g~9t
305 ~~kty'~.p.I~~~
306 $~&lrnIII!~;4: p~JlImltgIQ~.Q~;.~IJ3W,:~~14:'YifQl,mIil,it~;:l'i::ImmIJl&lI<~
307 ~~~~~~ljim4~n~g~ht.~i ~ljig~~:::~yj~~J:Wg:f.iijli;I~:imm~~~$t$;9~I~iiI~Qi
308 ~Q~lJ.~$q~.QP.I~:U:.~lijjl.:19~~EQm;9PI!.g:lp~9.!~Y4~~m~~!~fi~q!~$I!tqn:~;:~::;~1
309 (g)iqi~g~ij~!<<QA~(~~III!~~p~$;m:QP;t!l;It.Qgi~Qp;Q~~Qlimg~!9!9&!~~:~p~~~)!~~~pg
31 0 ~lj~t~g~~9@!jt~~:9~p~~~mw;~}Wt~r~gro;~t4:n.9114,.IQI~
311 SECTION 6.3-:~ RATES CHARGED BY CITY AND SANlT A TION AUTHORITY TO
312 ITS RETAIL CUSTOMERS. The CITY and the SANITATION AUTHORITY shall establish
313 retail sewer rates; said rates to be independent and at the sole discretion of the CITY and the
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DRAFT - REV.FCSAA
3. SANIT ATION AUTHORITY. The rates established shall recover the ",hoksak loll" ..h.L.8,J
315 glj~m~~.m!~~by FREDERICK-WINCHESTER and capital and operational costs and reserves
316 needed to operate and maintain the respective sewerage collection systems.
317 The CITY agrees that the retail sewer rate established by it shall be the rate charged both
318 CITY customers and COUNTY customers on the CITY sewer system.
319 SECTION 6.5~ PAY1v1ENT OF CHARGES. FREDERICK-WINCHESTER may present
320 charges based on budget estimates, subject to adjustment on the basis of an independent audit at the
321 end of each fiscal year. All charges of FREDERICK-WINCHESTER shall be billed and shall be
322 payable upon presentation. In the event the CITY or the SANITATION AUTHORITY shall fail
323 to make payment in full within thirty (30) days after presentation, interest on such unpaid amounts
324 shall occur at the highest rate of interest payable by FREDERICK-WINCHESTER on any of the
325 Bonds then outstanding. FREDERICK-WINCHESTER shall bill the CITY and the SANITATION
326 AUTHORITY, and no one else, for the wastewater treated or the charges set forth in this Article
327 VI. The charges to the CITY and the SANITATION AUTHORITY are several and not joint
328 obligations.
329 ~l@w.xQlpi@il_~llltfjj~m....Ei._'~_~:;ml::::ti.~~~.I~le6.l~I
3 30 $~~:'f9mA:!n:~lj!~im~.~~t:~MI:ij~:mtIAy~tl~~rAA;@lIlIQ.f9UQIJ~g:G9mPI~UQi:Qiim~
331 19U.mi~I.:!9.:pr~q~:1~19p.nm..l.)pi.91ty~~g~!pig~y~p~;:I~t.~r:~nlil~.glJ~g~t~:Q;~lj~l~t
3 32 P4Ymlm~.Qi&~m~~rY1~~~'~QP~'!Qf~i~:{I!!!g~$;.
333 ...j.'l:~;g~$IQ;~;~ili'XIl!m$.~..$II~~B{jlE.~i:($Yr9Bg~~~~ggt~~.~y:mlJ;?III@~B
334 ~gSB::PiQm~q~t.Q.fM'Q~'tfi~:G~~!I~~~~IIQI:~_~It~~hmr~glm~
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DRAFT - REV.FCSAA
3.1":J .~ij?fg~~4~(~qmq~Yn~!m~~qt~QP)"~~~:[Qtjp~t~~p.y~'p.rAi4~rQ~t~!~n:~.I;'
336 ARTICLE VII
337 Miscellaneous
338 SECTION 7.1. AMENDMENTS. It is recognized by the parties hereto that this Agreement
339 will constitute an essential part of the FREDERICK-WINCHESTER financing plan and that, after
340 modified, or otherwise altered in any manner that will impair or adversely affect the security
341 afforded hereby for the payment of the principal of, premium, ifany, and interest on the Bonds, but
342 that this Agreement can be modified or amended only with the consent of the Political Subdivisions,
343 FREDERICK-WINCHESTER and the Trustee given in accordance with the resolution or indenture
~ A -1 under which it has been designated.
345 SECTION 7.2. BOOKS AND RECORDS. FREDERICK-WINCHESTER shall keep
346 proper books and records in accordance with accepted accounting practice which shall be available
347 for inspection at air-reasonable times by the Political Subdivisions through their duly authorized
348 agents. FREDERICK-WINCHESTER shall cause an annual audit of its books and records to be
349 made by the Slate Audit61 ofPl:tbl~" ^"Got.nts 61 an independent certified public accountant at the
3 50 end of each fiscal year and a certified copy thereof to be filed promptly with the governing bodies
351 of the Political Subdivisions.
352 SCCTION 703. WATER AGRCC?vfENT. The CITY agrCGS to O..~ltJ Ill" G.>,.;sting ""holesaie
353 l"Jatel f'ulchasc. aglccm,,"t with lll'" SANITATION AUTHORITY ulll:I ll1c }Ml 2000.
354 The CITY "5'"G" fua:l thvsG COUNTY "ustvll.k,S f'Ul"haS~nB l-valGl di,,,,,,llj fiOIn the CITY
Page 17
DRAFT - REV.FCSA.4
shaH dot be. C.haI8",l! a ral" gl"ate.1 tha'l 150% o[the CITY late.\ill! th", COUNTY alSr<.e.S th....t the
356 CITY may continue to cha,ge tIu" l!~ffi,lcntid'l lAte..
357 SECTION 7.4-3, SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
358 inure to the benefit of and be enforceable by the parties hereto and their respective successors and
359 assigns.
360 SECTION 7.5 4. SEVERABILITY. If any provision of this Agreement shall be held invalid
361 or unenforceable by any court of competent jurisdiction, such holding shall not affect any other
362 provision hereof.
363 SECTION 7.6.5 COUNTERPARTS. This Agreement shall be executed in several
364 counterparts, any of which shall be regarded for all purposes as one original.
365 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
31)6 and their seals to be affixed and attested by their duly authorized officers, all as of the date first
367 above written.
Page 18
369
370
371
372
373
374
DRAFT - REV.FCSA.4
(SEAL)
Clerk of Council
375 (SEAL)
376
377
378
3'-'"'\
380
381
382
383
384
385
386
387
(SEAL)
Secretary-Treasurer
(SEAL)
388
389 Secretary-Treasurer
CITY OF WINCHESTER
By
President of Council
BOARD OF SUPERVISORS OF
FREDERICK COUNTY
FREDERICK COUNTY SANITATION
AUTHORITY
By
Chairman
FREDERICK-WINCHESTER SERVICE
AUTHORITY
By
Chairman
Page 19