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HomeMy WebLinkAbout1998-03 - Transfer of Wastewater Collection System to City of Kansas CityBILL NO. ~~~' 3 ORDINANCE NO. ~ ~ - ~- AN ORDINANCE APPROVING THE TRANSFER OF THE CITY'S EXISTING WASTEWATER COLLECTION SYSTEM TO THE CITY OF KANSAS CITY, MISSOURI; AUTHORIZING THE EXECUTION OF A TRANSFER AGREEMENT AND COOPERATIVE AGREEMENT RELATING THERETO; AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE AGREEMENTS AND DOCUMENTS AND THE PERFORMANCE OF ACTS RELATING THERETO. WHEREAS, the City of Riverside ("City") owns and maintains a wastewater collection system within the City ("System"); WHEREAS, certain areas with the City drain into natural drainage areas or basins which continue through Kansas City, Missouri ("KCMG") and certain areas within KCMG drain into natural drainage areas or basin which continue through the City; WHEREAS, there are efficiencies and benefits to be realized if the System is operated as a common system with KCMO's system; WHEREAS, the City, pursuant to Section 250.010, et. seq., and KCMG, pursuant to Section 1 of the Kansas City Charter, are empowered to acquire, construct, maintain, and control common systems of sewers and wastewater treatment plants to secure proper sanitary conditions for the preservation of public health; WHEREAS, the City believes it is in the best interest of the City that the System be transferred to KCMG; WHEREAS, KCMG desires to own and operate the System; WHEREAS, the City desires to obtain for and KCMO desires to provide System services to the City and its inhabitants; NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN FOR THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1. The transfer of the System to KCMG, the execution and delivery of the Transfer Agreement in substantially the form attached as Exhibit A and the Cooperative Agreement for Sewer Service in substantially the form attached as Exhibit B, each with such changes as the Mayor shall agree, the execution of each such Agreement being conclusive proof of such agreement, the performance of City obligations under the documents, and the executions and delivery of all documents and the performance of all actions related thereto are approved, authorized and directed. l: \61492\00002\ORDTRANS. SYS SECTION 2. The Mayor, the City Clerk and the City Administrator are authorized and directed to execute such documents and take such actions as are necessary or desirable to effectuate the intent of this Ordinance. SECTION 3. This Ordinance shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED THIS ~.~i DAY OF JANUARY, 1998. AT EST: ~-- _ Grace Kemerlin -City Clerk Edward ule, Mayor - 2 - J:\61492\00(102\ORDTRANS.SYS TRANSFER AGREEMENT THIS TRANSFER AGREEMENT is made and entered into as of the effective date hereof by and between CITY OF RIVERSIDE, MISSOURI, a city of the fourth class organized and exiting under Missouri law ("Transferor"), and KANSAS CITY, MISSOURI, a Missouri municipal corporation ("Transferee"). WITNESSETH: WHEREAS, pursuant to that certain Cooperative Agreement between Kansas City, Missouri and City of Riverside, Missouri for the Transfer and Operation of Riverside's Wastewater Collection System dated February 1998 (the "Cooperative Agreement") between Transferor and Transferee, Transferor has agreed to grant, convey and otherwise transfer to Transferee all of its rights, title and interest in the Transferor's existing wastewater collection system (the "System") that services residential and commercial customers (the "Customers") located in the City of Riverside; NOW, THEREFORE, in consideration of the agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Transferor and Transferee agree as follows: ARTICLE I. TRANSFER OF SYSTEM 1.01 Property Conve,~. Subject to the terms and provisions of this Agreement, Transferor agrees to grant, convey, assign and transfer to Transferee, and Transferee agrees to accept from Transferor, all of Transferor's right, title and interest in the following: (a) all laterals, interceptors and main lines of the System to the extent Transferor has an interest therein; (b) any leases, licenses, contracts, or easements, related to the System including the easements described on Exhibit A attached hereto and including any future easements or related interests described below in Section 1.01(f); (c) all accessories and additions used in connection with the System or the operations thereon and all of Transferor's interest as lessee under lease or rental agreements covering any personal property which is attached to, located upon or used in connection with the System; (d) all Customer lists and contracts, warranties and guaranties and al] escrow and other deposits and fees held by any utility company or government agency relating to the ownership or use of any portion of the System and all Customer prepayments; (e) all site plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans, diagrams or studies of any kind, if any, in Transferor's possession which relate to the System; (f) to the extent Transferor currently operates the System by use of its ownership of or right to use public streets, rights-of-way, easements or other interests in real property not to be transferred hereby, Transferor shall cause Transferee to be granted such easement and other rights of ingress and egress as are reasonably necessary to allow Transferee to operate the System as contemplated by the Cooperative Agreement after Closing. Herein, all the personal property, tangible and intangible described in parts (c)- (e), including that described on Exhibit B attached hereto, is sometimes referred to herein as the "Personalty." 1.02 Property Not Conve,~. Nothing herein shall be deemed to convey any interest of Transferor nor in any way make Transferee responsible therefor except for the operation and maintenance of the System as expressly set out herein. ARTICLE II. PURCHASE PRICE The purchase price for the System shall be the assumption by Transferee of all operation and maintenance with respect to the System as set forth in the Cooperative Agreement. ARTICLE III. CLOSING 3.01 Time and Place of Closine. Provided that all of the conditions of this Agreement shall have been satisfied prior to or on the Closing Date (herein sometimes so called), the Closing or closing (herein sometimes so called) of this transaction shall take place at on , 1998, or such earlier or later date as may be specified by the Transferee or Transferor by not less than ten (10) days advance notice to the Transferor or Transferee, but in no event later than 1998. -2- 3.02 Events of Closing. At the Closing: (a) Transferor shall deliver to Transferee the following: (i) A Deed duly executed and acknowledged by Transferor, conveying to Transferee any Realty (including easements) and improvements held by Transferor. (ii) An Assignment Agreement and Bill of Sale duly executed and acknowledged by Transferor, conveying to Transferee the Personalty (including those items listed on Exhibit B, which will be attached to the Bill of Sale). (b) Transferee shall deliver to Transferor such other evidence of the authority and capacity of Transferee and its representative as Transferor or its counsel may reasonably require. 3.03 Prorations. Any user or customer fees, insurance premiums (if and to the extent that Transferor's policies are assumed by Transferee), utility charges and other operating income or expenses of the Property shall be prorated to the Closing, based upon actual days involved. All maintenance and service contracts (whether or not service is continued by Transferee) and utility charges shall be determined as of the Date of Closing and paid by Transferor. To the extent that the amounts of such charges, expenses, and income referred to in this Section are unavailable at the Closing Date or in the event of prorations made on the basis of erroneous information or clerical errors, a readjustment of these items shall be made within thirty (30) days after the Closing or as soon as practical after discovery of any erroneous information or clerical error. ARTICLE IV. MISCELLANEOUS 4.01 Notices. Unless otherwise indicated, all notices, waivers and consents required or permitted pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or sent by verifiable facsimile or mailed by Certified or Registered Mail, or by a recognized overnight courier delivery service, postage pre-paid, to the respective parties at the addresses set forth on or before the date such notice, waiver or consent must be given: -3- If to Transferor: City of Riverside, Missouri 4500 High Drive Riverside, Missouri 64150 Attention: Mayor If to Transferee: Kansas City, Missouri 414 E. 12th Street Kansas City, Missouri 64106 Attention: Director of Water Services 4.02 Governing Law: Venue. The laws of the State of Missouri shall govern the validity, enforcement, and interpretation of this Agreement. Any dispute or cause of action under this Agreement shall be resolved in a court of competent subject matter jurisdiction in Platte County, Missouri. 4.03 Integration: Modification: Waiver. This Agreement constitutes the complete and final expression of the agreement of the parties relating to the Property, and supersedes all previous contracts, agreements and understandings of the parties, either oral or written, relating to the Property. This Agreement cannot be modified, or any of the terms hereof waived, except by an instrument in writing (referring specifically to this Agreement) executed by the party against whom enforcement of the modification or waiver is sought. 4.04 Counterpart Execution. This Agreement may be executed at different times and in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. 4.05 Headings: Construction. The headings which have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matter to be construed in interpreting this Agreement. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. The words "herein," "hereof," "hereunder" and other similar compounds of the word "here" when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. If the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday. 4.06 Invalid Provisions. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and -4- enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 4.07 Binding Effect: Assignment. This Agreement shall be binding upon and inure to the benefit of Transferor and Transferee, and their respective successors and assigns. Except as expressly provided herein, nothing in this Agreement is intended to confer on any person, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Provided, however, that neither parry may assign its rights or delegate its duties hereunder without the prior written consent of the other. 4.08 Further Acts. In addition to the acts recited in this Agreement to be performed by Transferor and Transferee, Transferor and Transferee agree to perform or cause to be performed at the Closing or after the Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 4.09 Date of Agreement. The effective date of this Agreement shall for all purposes be the date of the signature of the last party to execute. [remainder of this page intentionally blank] -5- IN WITNESS WHEREOF, the parties hereto, acting under authority of their respective governing bodies, have caused this Agreement to be duly executed as of this / 7 T" day of February, 1998. ATTEST ~ ~ ~ 1 f..~ /; City Clerk j [SEAL] APPI~OV~ AS TO FO ' _, i" City Attorney THE CITY OF RIVERSIDE, MISSOURI ` ,. ~, i _-~ ,, ~ ByE_ ~ ~ '~ ~ or~/~~ /'~ ~i. Edward Rule Mayor KANSAS CITY, M SSOURI ;~ ~~~ ~, By. j ~ i' i Gurnie C. Gunter Director Water Services Department ATTEST: City Clerk [SEAL] APPROVED AS TO FORM: Dennis Lee Assistant City Attorney -6- EXHIBIT A List of Easements EXHIBIT B List of Certain Personalty Customer Lists Books and Records (including correspondence) (access to or copies of) with respect to the System, including billing and payment records for all Customer accounts. Pre-Pa, ments from Customers. Customer Service Agreements or Contracts. ab~,s~.~; COOPERATIVE AGREEMENT BETWEEN KANSAS CITY, MISSOURI AND CITY OF RIVERSIDE, MISSOURI FOR THE TRANSFER AND OPERATION OF RIVERSIDE'S WASTEWATER COLLECTION SYSTEM This Agreement, made and entered into this /'7'~day of February, 1998, by and between the CITY OF RIVERSIDE, MISSOURI, a City of the Fourth Class organized and existing under the laws of the State of Missouri (hereinafter referred to as "Riverside"), and KANSAS CITY, MISSOURI, a municipal corporation of the State of Missouri (hereinafter referred to as "KCMG"). WITN'ESSETH: WHEREAS, certain areas within Riverside drain into natural drainage areas or basins which continue through KCMO, and certain areas within KCMG drain into natural drainage areas or basins which continue through Riverside; and WHEREAS, Riverside, under the provisions of R.S.Mo. Section 250.010 et seq., and KCMG, under the provisions of Kansas City Charter, Section 1, are empowered to acquire, construct, maintain and control common systems of sewers and wastewater treatment plants to secure proper sanitary conditions for the preservation of public health; and WHEREAS, the provisions of R.S.Mo. Section 70.210 et. seq. allow political subdivisions and municipalities of Missouri to contract and cooperate with other political subdivisions and municipalities for the planning, development, construction, acquisition, or operation of public improvements or facilities, or for common services, and WHEREAS, Riverside has developed and constructed a wastewater collection system, as it now exists or which will in the future be constructed, servicing any and all properties located within the city limits of Riverside (the "System"), and WHEREAS, Riverside wishes to divest itself of ownership and maintenance responsibilities for the System, and WHEREAS, KCMG and Riverside now desire to make the following cooperative agreement which will implement transfer of the System from Riverside to KCMG, and WHEREAS, KCMG and Riverside now desire to make the following cooperative agreement which will implement industrial pretreatment program activities in Riverside; NOW, THEREFORE: For and in consideration of the mutual covenants, agreements, and conditions contained herein, it is agreed by and between Riverside and KCMG as follows: ARTICLE I TRANSFER AND OPERATION OF RIVERSIDE SEWER A. Transfer of Ownership. KCMG and Riverside have entered into that certain Transfer Agreement dated this date (the "Transfer Agreement") pursuant to which Riverside shall transfer the physical assets of the System to KCMO along with the necessary access and maintenance easements. Riverside agrees to obtain any access and maintenance easements necessary for KCMO to operate the System as contemplated by this Agreement. B. Operation and Maintenance. KCMG will control, own, operate and maintain the System in accordance with this Agreement, including without limitation the following: 1. KCMG will operate and maintain the System in an efficient and economical manner and in accordance with standard engineering practices applicable to wastewater collection systems similar to the System. 2. KCMO will keep and maintain the System in good repair and working order. 3. Charges to users of the System shall be established as set forth in Article III below. 4. KCMG will not mortgage, pledge or otherwise encumber the System or any part thereof, nor will KCMO sell, lease or otherwise dispose of the System or any material part thereof. Riverside acknowledges that KCMO's participation in, and satisfaction of requirements for, the Missouri State Revolving Fund shall be permitted. 5. In the event of casualty loss or damage, KCMG will, with reasonable dispatch, undertake reconstruction and repair of any part of the System suffering such loss or damage, regardless of whether KCMO receives insurance proceeds therefor or has made proper reserves under KCMO's risk management system. 6. KCMG will operate the System in reasonable compliance with all applicable federal and state laws, regulations, rules and decisions. 7. KCMO will be responsible for claims made with respect to the System to the same extent as if the System were located within KCMO's city limits. C. Construction of New Sanitarv Sewers. 1. KCMG will not be responsible for the cost of construction of any new sanitary sewers in Riverside. 2. Sanitary sewers constructed by Riverside, or by a private developer in Riverside, shall meet all of KCMO's construction and plumbing codes. Such sanitary sewers shall be conveyed to KCMO after completion. Notwithstanding anything else contained in this Agreement, Riverside shall not be required to pay any permit fees, inspection fees, connection fees, assessments or other costs to KCMG in connection with construction of sanitary sewers by Riverside on its own behalf. 3. In constructing sewers, either public or special assessment, or treatment works, to serve drainage areas common to both KCMG and Riverside, KCMG will provide adequate capacity at its corporate limits for the reception of sanitary wastewater from Riverside. 4. Prior to beginning any construction of sewers and/or treatment works in Riverside, either public or private, the plans and specifications shall be submitted to KCMG for review and approval KCMG will be required to accept all such plans meeting applicable KCMO codes. KCMO shall approve or reject such plans within sixty (60) days of submission, and if KCMG fails to respond within such period, the plans shall be deemed acceptable to KCMG. 5. All new building construction in Riverside shall be constructed so as to preclude to the extent practicable the entrance of storm waters into the System. 6. KCMO's wastewater collection system may not be tapped or otherwise connected to without appropriate approvals and/or permits including (subject to paragraph 2 above) payment of standard fees charged to all who desire connection to the KCMO's wastewater collection system, and Riverside and its residents shall be charged no more for connection fees than residents of KCMG or any other municipality in which KCMG owns and operates the wastewater collection system. 7. Existing customers shall not be required to pay any connection fees or obtain any permits solely by reason of the transfer of the System contemplated by this Agreement. D. Requirements to Connect. To further enhance and preserve the public health and enviromnent, Riverside shall maintain and enforce legal provisions to require connection to the System which are at least as stringent as those enforced by KCMG. E. Reconveyance of System. 1. Riverside may, at its sole option, terminate this Agreement and require (at no cost) reconveyance of the System and any prepayments collected from Riverside customers with respect to the System. KCMG agrees to execute and deliver all necessary documentation to effectuate such reconveyance. Notwithstanding anything to the contrary contained in this Agreement, including any notice requirement under Article IV, Section P, such termination and reconveyance shall be effective sixty (60) days after written notice to KCMO, unless otherwise agreed by the parties in writing. 2. The assets transferred shall be reconveyed from KCMG to Riverside in such condition as exists on the day of notice. KCMO shall remain responsible for any and all costs and obligations incurred prior to the effective date of such reconveyance, including any liability associated with any breach by KCMG of this Agreement. 3. After reconveyance, pricing for wastewater transportation and treatment shall be under the terms and conditions of KCMO's standard pricing for wholesale wastewater services. 4. Exercise of this reconveyance clause by Riverside shall not void the provisions of this Agreement as pertain to the regulation of commercial and industrial waste as provided in Article II of this Agreement. F. Repair Budget for Older Sections of the System. 1. All maintenance and repairs for wastewater collection improvements constructed by Riverside after January 1, 1990 and transferred to KCMG under this Agreement shall be the sole responsibility of KCMG from the date of this Agreement. 2. For wastewater collection improvements constructed before 1990 and transferred to KCMO under this Agreement, Riverside agrees to pay all of the cost 4 for unanticipated maintenance expenses due to catastrophic failures for the first two years, and half of the cost for unanticipated maintenance expenses due to catastrophic failures for the next two years. KCMG will perform all repairs in a timely manner, whether or not the repair costs will be covered by this Section. If KCMG believes that Riverside's obligations under this Section 2 have been triggered due to catastrophic failure, KCMG shall send Riverside a written demand for payment, which demand shall specify in reasonable detail the portion of the System repaired and the costs associated therewith. KCMG shall cooperate with Riverside and provide Riverside with any additional documentation and records that Riverside requests that is reasonably related to such maintenance. Riverside and KCMG agree to attempt to resolve in good faith any amounts that Riverside determines are not within this Section 2. Riverside shall pay the undisputed amounts within sixty (60) days after KCMO's written demand is delivered to Riverside, and shall pay any additional amounts determined to be owed after resolving the disputed amount within thirty (30) days after such resolution. G. Regulation of Flows. To the extent reasonably within Riverside's control, Riverside agrees it shall not allow any public agency, individual, private corporation or political subdivision located outside of Riverside, other than KCMG, to connect with and use any Riverside wastewater improvement which connects to and discharges into any wastewater improvement of KCMO regardless of whether such agency, individual, corporation or subdivision is in the same natural drainage areas or basins as Riverside unless such agency, individual, private corporation or political subdivision has a written sewer connection permit from KCMO and approval of Riverside. ARTICLE II COMMERCIAL AND INDUSTRIAL WASTES A. Scope. This Article applies when Riverside does not have or maintain an EPA or state-approved pretreatment program for the control of commercial and industrial discharges to KCMO's publicly-owned treatment works (the "POTW"). B. Sewer Use Ordinance. 1. Riverside agrees to adopt and enforce sewer use rules, local limits, regulations and/or ordinances for the regulation of commercial and industrial discharges into the System that are similar to and at least as stringent as KCMO's ordinance that regulates commercial and industrial waste. Said KCMG ordinance is presently contained in Article IV of Chapter 60 of KCMO's Code of Ordinances. Riverside will adopt said rules, local limits, ordinances and/or regulations and provide 5 a copy thereof, certified by the Riverside City Clerk, within ninety (90) days of the execution of this Agreement. 2. The parties hereto recognize that KCMO, as a pretreatment program authority approved by the United States Environmental Protection Agency and the Missouri Department of Natural Resources, is subject to certain federal and state regulations. Such regulations, as now exist or may be promulgated in the future, may require KCMG to change its sewer use ordinances and regulations and its inspection, monitoring and enforcement activities. Riverside agrees to abide by such changes and to require compliance by all users within the corporate limits of Riverside who discharge directly or indirectly to KCMO's wastewater collection system. C. Commercial/Industrial User List. Riverside agrees to provide to KCMG a list of all significant commercial and industrial users within its jurisdiction which discharge into the System within sixty (60) days of the execution of this Agreement. The definition of the term °significant" as used in this paragraph is defined in Attachment A. D. Monitoring Authority. 1. Riverside agrees to adopt as part of its sewer use rules, regulations and/or ordinances, a provision which grants to KCMG the authority to inspect and monitor any commercial and/or industrial customer's compliance with Riverside's sewer use rules, regulations or ordinances, and to perform those duties set forth in Section F of this Article II as necessary to implement and enforce said rules, regulations and/or ordinances. 2. If at any time during the term of this Agreement, KCMO's inspection or monitoring discloses that a sewer user has violated Riverside's and/or KCMO's sewer use rules, regulations or ordinances, and warrants prosecution therefor, KCMG will so notify Riverside and provide Riverside with sufficient information to allow Riverside to pursue any available enforcement remedy. If Riverside does not initiate enforcement within thirty (30) days of being notified of a violation, KCMG may prosecute the violation in any court of competent jurisdiction. E. Access for Inspection and Sampling. Riverside hereby grants to KCMG the right to perform inspections, measurements and wastewater sampling to enforce the surcharge and all other provisions of current and future sewer use ordinances of KCMG, as well as the sewer use ordinances, rules and/or regulations which shall be adopted by Riverside. Riverside agrees to cooperate as necessary in such monitoring and to provide to KCMO any documentation in Riverside's possession required to perform these functions. 6 F. Duties of KCMG. 1. KCMG agrees to perform technical and administrative duties necessary to implement and enforce Riverside's Sewer Use Ordinance, Rules and Regulations including, but not limited to, the following: (a) determining the acceptability of commercial and/or industrial waste for discharge into the System from commercial and industrial users within Riverside's jurisdiction; (b) providing technical services such as sampling and analysis of effluent from industrial users; (c) issuing discharge permits to commercial and industrial users discharging to the System; (d) conducting inspections and compliance monitoring of conunercial and industrial users; (e) receiving and analyzing commercial and industrial self- monitoring reports; and performing enforcement against non-compliance with Riverside's Ordinances, Rules or Regulations in accordance with this section. 2. As required by federal regulations (40 CFR 403 et seq.), the minimum functions which KCMG shall perform regarding Significant Industrial Users (as such term is defined therein) are annual inspections, permit issuance, semi-annual receipt and analysis of self-monitoring reports, annual sampling and analysis of wastewater discharges, and all necessary correspondence pertaining to said functions. Riverside shall be provided copies within ten (10) days of preparation and/or receipt of all such reports and correspondence. G. Emergency Actions. KCMG is authorized to take emergency action whenever necessary to stop or prevent any discharge into the System within the corporate limits of Riverside which presents, or may present, an imminent danger to the health or welfare of humans, which reasonably appears to threaten the environment or which threatens to interfere with the operation of KCMO's sewer system and/or wastewater treatment plant. Before taking such action, KCMO will attempt to provide informal notice (i.e., a telephone call) to the Administrative Officer hereunder for Riverside of its intent to take emergency action. KCMG will notify Riverside within 48 hours after taking or initiating any such emergency action. Nothing contained within this paragraph shall be construed to be inconsistent with the enforcement duties of KCMG as set forth in its Ordinances or Regulations for Use. 7 ARTICLE III REPORTS AND SYSTEM FEES A. Reports. 1. Riverside shall provide KCMO annually a list of all building permits and business licenses issued by Riverside during the prior year so that KCMO may verify the existence of any new significant commercial and industrial users. 2. KCMG shall provide Riverside a quarterly report of all pretreatment activities performed within Riverside. 3. KCMG shall provide Riverside with a copy of its annual pretreatment report to the Missouri Department of Natural Resources. B. User Fees. 1. A charge shall be levied against every person, firm, partnership, corporation and association occupying property within the city limits of Riverside having a sewer connection with, having sewers available for connection with, or otherwise discharging sewage, industrial waste, water or other liquid into the KCMO's sewer system. Such charges are to be the sum of service charges, volume charges and high concentration charges to be computed and levied as follows: (a) A monthly service charge to defray in part the cost of making available facilities and works now or in the future necessary for wastewater treatment and rendering bills for service, regardless of whether or not any sewage or wastes are actually discharged to the KCMG sewer during the billing period. The monthly service charge per water meter shall be: Calendar Year 1998 1999 2000 2001 2002 Monthly Service Charge $3.96 $4.15 $4.35 $4.60 $4.86 (b) A volume charge based upon the total volume of water (hundreds of cubic feet {CCF}) purchased by the customer during the billing period: Calendar Year 1998 1999 2000 2001 2002 Volume Charge (per CCF) $1.18 SL25 51.33 $1.41 $1.49 8 (c) A extra strength surcharge for all industrial and commercial accounts with high concentration discharges. Commercial and industrial accounts are all service accounts other than one- and two-family dwellings. High concentration discharges are those in which the BOD (Biochemical Oxygen Demand), SS (Suspended Solids), and/or O&G (Oil & Grease) concentrations are in excess of the maximum concentrations of these components in normal sewage as defined in Article IV, Chapter 60 of the Kansas City Code of Ordinances. This surcharge is as applied to KCMO's non- residential customers and will be at those rates as specified in KCMO's Code of Ordinances and subject to change. (d) Wastewater Discharge permits. Commercial and industrial users shall pay for the cost of the wastewater discharge permitting program as described and authorized by this Agreement and by Article IV of Chapter 60 of KCMO's Code of Ordinances. Permit application fees, permit maintenance fees and other miscellaneous charges as authorized in said Chapter 60 shall be billed and collected with the commercial or industrial user's normal sewer use charges. 2. Diversion Allowances. (a) Residential. Residential service accounts (one- and two- family residences) shall be charged volume charges based upon their average consumption during the winter months water billing cycles most closely corresponding to the months of December through March. Residential volume charges will each year be recalculated and adjusted beginning with the billing date on or after June 1 to reflect the previous winter's consumption. This volume charge will apply in each of the next twelve months. Where residential water service accounts do not have an acceptable history of winter water use, the monthly volume charge shall be the volume charge equal to the current consumption or four units (4 CCF), whichever is greater. (b) Commercial and industrial. Commercial and industrial accounts with diverted water uses may apply for diversion allowances. Commercial and industrial accounts are those accounts other than one- and two- family dwellings. Diverted water uses are those where a significant portion of the water purchased is used in manufactured products such as ice, canned goods or beverages and the product is transported in containers away from the premises or where the water purchased is lost by evaporation or irrigation. Where the water user of the premises proves this fact by installation of a meter or other KCMG-approved method of determining the amount of water so diverted, no wastewater volume charge shall be levied on such diverted water. 9 3. KCMG shall waive the excess pollutants charge for Riverside restaurants provided those facilities have installed adequate grease traps, regularly maintain said grease traps, and have available records of their grease trap maintenance activities for review by KCMO's inspectors. 4. KCMO will, at KCMO's option, bill Riverside customers directly or through a third parry collection agreement. 5. KCMG will, at KCMO's option, have the right to sue the owner or occupants of premises receiving wastewater services to recover any sums due for such services, plus reasonable attorney's fees, as set forth in R.S. Mo. Section 250.140 (1994). C. Biennial Review of Pricing. KCMG and Riverside shall, beginning in March 1999 and every two years thereafter, meet to discuss and negotiate atwo-year extension of the pricing and terms of this Agreement such that the pricing and terms of this Agreement are determined for the subsequent five-year period. Both parties agree to meet and negotiate in Qood faith to provide along-term stable services contract for the benefit of both parties. If KCMG and Riverside fail to agree on such extension, KCMO may set the prices charged to System users hereunder; provided, that in no event will such prices be more than the prices charged by KCMO to users in similarly situated municipalities. D. Capital Improvements Fee. Riverside reserves the right to assess the users of the System such fees, surcharges, taxes and assessments as Riverside deems necessary to fund capital improvements, replacement or expansion of the System (the `Capital Improvements Fee"). Upon Riverside's request, KCMO agrees to bill, collect and remit to Riverside all collections of the Capital Improvements Fee to the extent it is assessed and paid through billing to customers of the System. ARTICLE IV MISCELLANEOUS A. Scope of Agreement. This Agreement shall apply to the System. For purposes of this Agreement, individual building service lines are not considered a part of the System, and in no case will lines less than eight inches in diameter be included in the System. B. Filing. As provided by R.S.Mo. Section 70.300 (1986), a copy of this agreement shall be recorded in the Office of the Recorder of Deeds of Platte County, Missouri, filed with the Missouri Secretary of State and as otherwise required by law. 10 C. Boundaries. The boundaries of KCMG as now exist, or as may be extended in the future, are set forth in Kansas City Charter Section 4. The boundaries of Riverside, as now exist, are set forth in Attachment B which is attached hereto and made a part of this Agreement. Each party agrees to notify the other annually of any changes of such boundaries. D. Notification of Ordinance Amendments. Whenever either party amends its Sewer Use Ordinance, or any Regulations for Use of its sewerage system, it shall immediately notify the other party. A copy of any amendment adopted shall be forwarded to the other party within ten (10) business days of adoption. E. Joint Review of Sewer Use Ordinance. KCMG and Riverside agree to periodically meet and review each other's Sewer Use Ordinance, Rules and Regulations. Either party may request a joint review whenever deemed necessary, and both parties shall participate in such review within thirty (30) days of such request. F. Breach of Duties. Protection of the health of citizens and the quality of the waters of the state are of primary consideration over monetary and proprietary issues. Each party recognizes that any breach of its duties under this article could cause irreparable harm to the other party, its residents, or its environment, and recognizes that any damages provided for in this Agreement may not adequately compensate said party for such breach. Therefore, each party shall be entitled to seek injunctive relief in any court of competent jurisdiction to prevent or halt any continuing or threatened breach. G. Effectuation. KCMG and Riverside agree to pass such legislation and to execute such instruments from time to time as may be necessary to effectuate the terms and conditions of this Agreement. H. Indemnify and Hold Harmless. To the fullest extent permitted by law, Riverside shall indemnify KCMG and hold it harmless from and against all damages, claims, suits, or actions on account of bodily injury to or death of any person or persons and injury to or destruction of any property resulting from or in any way connected with Riverside's negligence or failure to comply with any of the provisions of this Agreement. Similarly, to the fullest extent permitted by law, KCMO shall indemnify Riverside and hold it harmless from and against all damages, claims, suits, or actions on account of bodily injury to or death of any person or persons and injury to or destruction of any property resulting from or in any way connected with KCMO's negligence or failm•e to comply with any of the provisions of this Agreement. I. Administrative Officers. The Director of Water Services, or such officer at the time performing duties equivalent to that of Director of Water Services, shall be the Administrative Officer for KCMG respecting this Agreement, and any approvals or other decisions necessary under this Agreement will be made by the Director. The Mayor of Riverside and/or the City Administrator, or such officer at the time performing equivalent duties, shall be the Administrative Officer for Riverside respecting this agreement, and any approvals or other decisions necessary under this Agreement will be made by the Mayor. J. Sharing of Information. Riverside and KCMG each agree to furnish the other party with information consisting of reports, engineering plans and studies that could impact the operation of the wastewater collection and treatment system. K. Parties and Successors. This Agreement shall be binding upon the parties hereto, their successors and assigns, whether the result of legal process, assignment or otherwise, when finally executed and fully approved. L. Severability. Should any provision hereof for any reason be deemed or ruled illegal, invalid or unconstitutional by any court of competent jurisdiction, no other provision of this Agreement shall be affected; and this Agreement shall then be construed and enforced as if such illegal or invalid or unconstitutional provision had not been contained herein. M. Autonomy. No provision of this Agreement shall be consn•ucted to create any type of joint ownership of any property, any partnership or joint venture, or create any other rights or liabilities except as may be otherwise expressly set forth herein. N. Matters Disregarded. The titles of the several sections, subsections or paragraphs set forth in this Agreement are inserted for convenience or reference only and they shall be disregarded in construing or interpreting any of the provisions of this Agreement. O. Notices. Unless otherwise indicated, all notices, waivers and consents required or permitted pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or sent by verifiable facsimile or mailed by Certified or Registered Mail, or by a recognized overnight courier delivery service, postage pre-paid, to the respective parties at the addresses set forth below on or before the date such notice, waiver or consent must be given: 12 If to Transferor: City of Riverside, Missouri 4500 High Drive Riverside, Missouri 64150 Attention: Mayor If to Transferee: Kansas City, Missouri 414 E. 12th St. Kansas City, Missouri 64106 Attention: Director of Water Services P. Effective Date and Expiration. The effective date of this Agreement shall be the first day of the month following approval of the governing bodies of KCMG and Riverside. This Agreement shall continue in full force and effect, except as otherwise provided herein, for a period of twenty (20) years from and after its effective date, and thereafter shall automatically renew for additional twenty (20) year periods upon the expiration of each prior twenty (20) year period unless either (i) Riverside shall have given KCMG written notice to the contrary at least five (5) years prior to the expiration of the then current period, (ii) the parties enter into another agreement regarding the subject matter hereof, or (iii) a final non-appealable judgment is entered by a court of competent jurisdiction that the Agreement shall be terminated for cause. If this Agreement is terminated for any reason, Riverside shall have the right to require reconveyance of the System in accordance with Article I, Section E. This Agreement may be altered or amended during its term by the parties hereto by appropriate action of their respective governing bodies. Q. Previous Agreements. With the effective date of this Agreement, all previous contracts and agreements between KCMG and Riverside relating to wastewater services are superseded by this Agreement. R. Complete Agreement. This written Agreement constitutes the complete understanding of the parties for treatment and transportation of wastewater and can only be modified or terminated in writing by mutual agreement of the parties. [remainder of this page intentionally blank] 13 IN WITNESS WHEREOF, the parties hereto, acting under authority of their respective governing bodies, have caused this Agreement to be duly executed on the date and year first above written. ATTEST: !f ~~. City Clerk [SEAL] APPROUF~D,AS TO~,bRM: -- ~ - ~~-~ City'Attorney TIIE CITY OF RIVERSIDE, MISSOURI _, Bye ~-~~ `b -! ~~ ~ Edward Rule Mayor KAN~AS~CITX, MIS~OU~RI ~ V ,~ ( (~ \ ` / ,~ ; ~_ By: -~ Gurnie C. Gunter Director Water Services Department ATTEST: C'~~ r .! City Clerk [SEAL] APPROVED AS T(O FORIvi: Dennis Lee Assistant City Attorney 14 KANSAS CITY, MISSOURI/ RIVERSIDE, MISSOURI COOPERATIVE SEWER AGREEMENT ATTACI-IME1~TT A "Significant Commercial or Industrial User" For the purposes of this Agreement, the definition of the term "significant commercial or industrial user" as used in this Agreement shall be any non-residential user which: Is subject to Categorical Pretreatment Standards; or 2. Purchases, uses, or discharges an average of 25,000 gallons or more of water per day; or 3. Discharges a process waste stream which makes up five (5) percent or more of the average dry weather hydraulic or organic flow to the Wastewater Treatment Plant serving said user; or 4. Accepts waste from another location outside the facility's boundaries for treatment, storage or disposal; or 5. Provides "recycling" services for materials from another location outside the facility's boundaries; or 6. Provides laundering services for commercial/industrial accounts; or 7. Has the potential for discharge of silver in significant quantities; or 8. Is designated as significant by the Director on the basis that the User has a reasonable potential for adversely affecting the POTW's operations, for violating Pretreatment Standards or Requirements or sewer use ordinances or regulations enacted as described in this Agreement. 15 KANSAS CITY, MISSOURI/ RIVERSIDE, MISSOURI COOPERATIVE SEWER AGREEMENT ATTACHMENT B RIVERSIDE MAP ON FILE IN INDUSTRIAL WASTE CONTROL DIVISION OFFICE a<~~~ao.~ 16