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HomeMy WebLinkAboutRestated and Amended Master Agreement - St Joe County Regional Sewer and Water District - Carriage Hills Sewer Service1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI JTH BEND. INDIANA 46601-1830 PUBLICCITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF July 9, 2019 Don Smessaert St. Joseph County Regional Sewer and Water District 71h Floor, County -City Building RE: Restated and Amended Master Agreement Dear Mr. Smessaert: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on July 9, 2019, approved the above referenced agreement regarding supplying water and/or the collection of sewage for sub - districts to be served by the Regional Sewer and Water District. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU AMENDED AND RESTATED MASTER AGREEMENT BY AND BETWEEN THE ST. JOSEPH COUNTY REGIONAL WATER & SEWER DISTRICT, AND THE CITY OF SOUTH BEND, INDIANA (Application to each service area project by exhibits approved by respective boards) THIS AMENDED AND RESTATED MASTER AGREEMENT (as amended and restated, the "Master Agreement"), dated as of July 9, 2019 (the "Effective Date"), is entered into, by and between the St. Joseph County Regional Water & Sewer District ("District') and the City of South Bend, Indiana ("South Bend") acting by and through its Board of Public Works. The District and South Bend may be referred to herein individual as a "Party" or collectively as "Parties." RECITALS WHEREAS, the District, exists and operates under the provisions of Indiana Code 13-26 (the "Act'), as amended from time to time, for the purpose of providing water to domestic, industrial and public users inside and outside the District and providing for the collection, treatment and disposal of sewage inside and outside the District; and WHEREAS, the City of South Bend ("South Bend") is a municipal corporation existing and operating as a political subdivision of the State of Indiana as defined by Indiana Code 36-1- 2-13 and is authorized to enter into a contract to supply water or treat all or part of the sewage and solid waste of the District in accordance with Indiana Code 13-26-5-7(b); and WHEREAS, South Bend owns and operates a wastewater treatment facility and said facility has sufficient capacity to treat all or part of the sewage of the District and is agreeable to accepting wastewater from the District and to process and dispose of same; and WHEREAS, the Parties entered into that certain Master Agreement dated as of August 12, 2010 ("Original Agreement') for the purposes of establishing the terms and conditions concerning provision, collection, treatment and disposal of water and sewage within the District's service areas, as well as terms and conditions related to certain improvements existing or planned at various locations in and adjacent to the South Bend water and wastewater facility planning areas; and WHEREAS, the Parties entered into that certain Addendum No. 1 dated as of October 5, 2010 related to Auten Road -SR 933 Sub -District ("Project Addendum No. 1); and WHEREAS, the Parties entered into that certain First Amendment to the Original Agreement dated as of February 14, 2017 for the purpose of extending the term of the Original Agreement; and WHEREAS, the Parties entered into that certain Addendum No. 2 dated as of March 28, 2017 related to the Carriage Hills Subdivision Sub -District Project ("Project Addendum No. 2); and WHEREAS, upon further review the Original Agreement expired unintentionally on August 23, 2014 prior to the adoption of the First Amendment; and WHEREAS, as set forth in III. G. of the Original Agreement, if the Original Agreement is not renewed or terminates, the City "shall continue to provide all the services agreed to pursuant to, and in accordance with, the terms and conditions of any Project Addendum (as hereinafter defined) entered into between the parties during the term of this Agreement"; and WHEREAS, the District and South Bend desire to (i) amend and restate the Original Agreement in its entirety, (ii) continue Project Addendum No. I and (iii) amend and restate Project Addendum No. 2 to comply with certain requirements of the United States Department of Agriculture ("USDA") in connection with the USDA's purchase of certain bonds to be issued by the District (the "Bonds") for the purpose of financing the improvements contemplated under Project Addendum No. 2; NOW, THEREFORE, in consideration of the mutual promises and obligations in this Master Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows: I. PURPOSE The District has an interest in providing for the distribution of water ("Water Service") and/or the collection, treatment and disposal of wastewater and sewer service ("Sewer Service") to areas beyond the area currently served by South Bend `s water distribution and wastewater treatment facilities, or to some areas within South Bend's facility planning area that are many years in the future in terms of contiguity to South Bend corporate limits for orderly growth and annexation. South Bend has considerable experience in water and wastewater utility service. The District wishes to utilize the water distribution and wastewater treatment facilities owned and operated by South Bend. Areas inside South Bend facility planning area, but located outside of the City of South Bend will be served by the District acting as the bulk customer receiving a single monthly service bill based upon the then -applicable rates set forth in the City of South Bend's Sewer Use and Rate Ordinance ("South Bend Sewer Rate Ordinance"), as amended from time -to -time, and as prescribed in a project addendum (the "Project Addendum") for each project agreed upon by the Parties. The District will establish just and equitable rates and charges for Water and Sewer Services within the District that are based upon the costs of furnishing the services, including capital expenditures required, and such rates and charges may be readjusted from time to time in accordance with the Act and Indiana law. Areas outside the South Bend facility planning area may have an additional capital buy -in for their share of the replacement cost of the capacity of the South Bend Plant in Service used -2- that was planned and intended for potentially serving full development within the facility planning area, which additional capital buy -in shall be addressed in the Project Addendum for each project agreed to by the Parties. Decisions as to whether or not or when to actually expand the South Bend Facilities are in the sole discretion of South Bend. II. AGREEMENTS OF THE PARTIES. A. South Bend's Terms and Conditions - Water System. Unless otherwise agreed to in a Project Addendum for a particular project service area in accordance with the provisions of Article III. A. hereof, the following terms and conditions will apply: i. South Bend has Water Facilities that include an extensive distribution system, and hereby agrees to permit District to connect to South Bend's Water Facilities, subject to South Bend's design review and District's agreement to adopt rules and regulations comparable to those rules and regulations that are intended to protect the integrity and quality of South Bend's Water System. ii. South Bend agrees to review District's plans for its water and sewer system and to provide advisory review comments to aid District with the design and construction of its projects. iii. South Bend agrees to accept District as a satellite bulk customer contingent upon District's agreement to: 1. Utilize materials, methods standards of placement for valves and hydrants that are consistent with the design of South Bend's Water System; 2. Adopt and implement backflow prevention and cross connection rules; 3. Utilize metered connections; and 4. Utilize materials, methods, and South Bend's standards for placement of valves, and hydrants. B. South Bend's Terms and Conditions - Wastewater Treatment and Sewer System. Unless otherwise agreed to in a Project Addendum for a particular project service area in accordance with the provisions of Article III. A. hereof, the following terms and conditions will apply: i. South Bend Wastewater has a large wastewater treatment plant and extensive sewage collection system and is engaged in a Combined Sewer Overflow Long Term Control Plan ("CSO Plan"). The CSO Plan prohibits new stormwater, groundwater or geothermal connections directly -3- or indirectly to the system. ii, South Bend will monitor and refer emergency response calls to District's service provider. iii. South Bend will supply service rates at the request of District under a separate agreement, the terms of which are to be determined. iv. South Bend agrees to review District's plans for its sewer system and to provide advisory review comments to aid District with the design and construction of its projects. V. South Bend agrees to accept District as a satellite bulk customer contingent upon District's agreement to: 1. Manage an industrial pretreatment program consistent with the procedures and requirements included in the South Bend Ordinance; issue permits, monitor compliance, enforce as necessary, and comply with all additional industrial pretreatment program requirements, as provided by federal, state, and local laws and regulations. 2. Utilize metered connections. 3. If sewer only service is provided in an area with wells, then the wells must be metered at the District's, or the District's customer's expense. 4. Encourage the use of gravity sewers, and if force mains and lift stations are required, District will utilize South Bend's lift station standards for reliability and durability as well as 24/7 SCADA monitoring and emergency maintenance response. 5. Comply with the provisions of the City of South Bend Sewer Use and Rate Ordinance ("South Bend Ordinance"), as amended from time -to -time, as a bulk customer and to regulation as a significant user, as well as IDEM rules, regulations, standards, and permit requirements with respect to construction and operation. 6. Adopt and enforce a sewer use ordinance consistent with the South Bend Ordinance, and update said ordinance as necessary. 7. As part of any Project Addendum, the District shall perform an industrial user survey to determine the number and type of industrial users that discharge into the District's system. The user survey will also provide a summary of the pollutants anticipated in the discharge from each industrial user, with all such information to be provided to South Bend, updated annually to reflect any changes, and advise South Bend of any new industrial users to the District's System at least sixty (60) days prior to initiation of the discharge. 8. Report to the Indiana Department of Environmental Management ("IDEM"), and/or other agencies as required, any conditions related to the District System that are in violation of federal, state or local laws or regulations, including, but not limited to, unauthorized discharges, releases, or overflows from the collection system, with copies of any such reports submitted concurrently to South Bend. 9, Own, operate, maintain, and calibrate the necessary metering and sampling equipment and all appurtenances, of the type and location as mutually agreed by the Parties for properly measuring the quantity and sampling quality of wastewater delivered to South Bend. The flow meter shall permit ready comparison between the current flow observed through the primary device and the flow being recorded. Minimally, the meter will be inspected weekly, and the measured flow will be correlated with the flow recorded. The flow meter shall be recalibrated in the event that flow observed does not correlate with recorded flow, within a tolerance of 5%. The flow meter will be calibrated annually., with additional calibrations made at the request of either Party with the requesting Party to bear the expense of same. A detailed log of all necessary repairs, adjustments, and other operational or maintenance performed by District shall be made available to South Bend upon request. C. District's Commitments. District hereby acknowledges and agrees to South Bend's terms and conditions as set forth above. III. MISCELLANEOUS PROVISIONS. A. Additional Project Areas. South Bend understands and agrees that District will from time -to -time propose to provide water and/or sewer services within the District's boundaries that will be serviced by South Bend, Each of these proposals and the concomitant projects will be reviewed and approved by the Parties, with the associated documentation, and be attached and incorporated herein as a Project Addendum to the Master Agreement, which Project Addendums shall be numbered and dated sequentially. 5- It is further understood and agreed by the Parties that each additional Project Addendum will have a defined project service area boundary, as well as detailed project plans and specifications defining the customers to be served and the manner of service to be provided. If the project service area boundary, the project plans, any unique issues not otherwise addressed in the Agreement, and the related specifications are mutually agreed upon by the Parties, such documentation shall be attached and incorporated into the Project Addendum. B. Annexation. The District is annexation -neutral and seeks to serve gaps for public health and environmental protection where existing wells are threatened or existing septic systems are failing and to support planned development with reasonable densities to control sprawl and/or where development on well and septic systems are not advisable. It is the intent of the Parties that should South Bend seek to annex an area served by the District, it South Bend would assume the debt obligations of that service area. C. Billing and Emergency Matters. Where District is the direct service provider for water or sewer, South Bend Public Utilities Customer Service and Billing Office will refer all inquiries and issue resolution to District. District will provide a business hour contact for such matters and an emergency after business hours number for South Bend operations and maintenance staff to reach authorized District representative should emergencies arise. South Bend emergency numbers will be provided to District for administrative use. D. Legal Compliance; Governing Law; Recordation. The Parties shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference. The enactment or modification of any applicable state or federal statute or the promulgation of rules or regulations after execution of this Master Agreement shall be reviewed by South Bend and the District to determine whether the provisions of this Master Agreement require formal modification. This Master Agreement shall be construed in accordance with and governed by the laws of the State of Indiana; and venue for any action concerning this Master Agreement shall be brought in the courts of St. Joseph County, Indiana. This Master Agreement, any addendum or amendment to this Master Agreement shall be recorded in the Office of the Recorder for St. Joseph County, Indiana. E. Merger and Modification. WIN This Master Agreement, including Addendum No. 1 and Addendum No. 2 constitutes the entire agreement between the Parties. No understandings, agreements, or representations, oral or written, not specified within this Master Agreement will be valid provisions of this Master Agreement. This Master Agreement may not be modified, supplemented or amended, except by written agreement signed by all necessary Parties. F. Progress Reports. District shall submit written progress reports to South Bend upon request. The progress reports shall serve the purpose of assuring South Bend that work is progressing in line with the terms and conditions of this Master Agreement. G. Term and Renewal. The Term of this Master Agreement shall commence on the Effective Date and shall be for a period of not less than ten (10) years thereafter (the "Original Term") and shall automatically renew for consecutive ten (10) year terms (each a "Renewal Term"), unless not less than two (2) years prior to the expiration of the Original Term or a Renewal Term, either Party provides written notice of its intent to terminate the Master Agreement. Notwithstanding anything to the contrary herein, if the Parties do not renew the Master Agreement or the Master Agreement terminates by its terms or otherwise, South Bend shall continue to provide all the services agreed to pursuant to, and in accordance with, the terms and conditions of any Project Addendum entered into between the Parties during the term of this Agreement. Under no circumstances shall the Master Agreement terminate during the period that any bonds of the District are outstanding to finance the costs of improvements under a Project Addendum entered into by the Parties. H. Authority; Counterparts Each undersigned person signing and delivering this Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly authorized and fully empowered to sign and deliver this Agreement. The Parties may execute this Agreement in separate counterparts, which taken together will constitute one original document. An electronically transmitted copy of a signature will be regarded as an original signature. I. Assignment; Successors. The District hereby binds its successors and assignees to all the terms and conditions of this Master Agreement. The District understands and agrees that it shall not assign or subcontract the whole or any part of this Master Agreement without South Bend's prior written approval. I Administration. This Master Agreement, as amended from time -to -time, shall be administered by the -7- Board of Public Works for South Bend and the Board of Trustees of the District. (Signature page follows) IN WITNESS WHEREOF, the Parties hereto have caused this Master Agreement to be executed as of the day and year first above written. BOARD OF TRUSTEES, ST. JOSEPH COUNTY REGIONAL WATER AND SEWER DISTRICT President ATTEST: Secretary CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS �� Y . I.......... �......._..__.�6.......�___ �.,. Gary A. Gilot, President Genevieve E. Miller, Member Laura O'Sullivan, Member 1�11crese J. Dorau, embc Elizabeth A. Maradik, Member ATTES" Linda M. Martin, 6erk L BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date July 3, 2019 Name Kara Bovles Department: Engineering BPW Date July 9, 2019 Phone Extension 5933 wuuu�uunnwn m� wr a ��r�ra n,�,arr�Neeexk. aawsmmrr� ... .� imm000mmmm�mm�mm�m0000m�mioioomurvurc�r�:tea �,.�,... _........ ��....._..._ ............................. � q and Re uired Prior to Submittal to Bo _. w BPW Attorney Attorney Name Clara McDaniels Dept. Attorney ❑ Attorney Name ........ Purchasing ❑ Check the Appropriate Item Type Reuir Professional Services Agreement Contract Open Market Contract ❑ Amendment/Addendum ❑ Bid Opening ❑ Bid Award ❑ Quote Opening E] Quote Award E] Proposal Opening F-1 C/O & PCA No. Chg. Order, No. E] Traffic Control Other: Restated and uired Information for All Submissions ❑ Proposal ❑ Special Purchase, QPA Req. to Advertise ❑ Title Sheet Reject Bids/Quotes PCA Resolution ❑ Ease./Encroach or Name p ySewer St. �°��� � � an District New VendorVen mm If Yes, Approved by �PurchasingWater ❑ No MBE MBE/WBE Contractor Completed E-Verify Form Attached ❑ ❑ No Project Name Master Agreement Project Number N/A ...................................... mm.��............................................................�.�..........w Funding Source N/A Account No. _.......m......... ,,...... .................... ___.................................................................�. N/A Amount ..... ...... ..... ..... _ ,. ............. N/A Terms of Contract Ten Years with automatic �.w....�........�_____ renewalfor consecutive 10 years Purpose/Description A master agreement with the Regional SWD for the purpose of supplying water and/or collection of sewerage as agreed to in separate addendums related to sub -districts to be served by the RSWD. For Change Ordersm On] y Amount of F Increase $ [� Decrease ($ ) Previous Amount $ Increase % Current Percent of Change: Decrease ( % New Amount $ .. Increase..,................................._w Total Percent of Change: Decrease ( % Time Extension Amount: New Completion Date: