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HomeMy WebLinkAbout1996-01-22 96-94 ORDERSu.P. n f rw/ss C o„,anuery �e YY•R Date January 22 1996 Item No. 9696=94 Item/Subject: Authorizing Execution of Interlocal Agreements with Hampden Responsible Department: Legal Commentary: This item would authorize the City Manager to execute interlocal agreements with the Town of Hampden regarding industrial pretreatment and Hampden's future use e of the City of Bangor's wastewater treatment plant complex.The draft agreements have been. extensively reviewed by City staff and by the City Council in executive session. Copies of the final draft agreements are attached to the Council Order, with several blanks to be filled in at the time of execution. As negotiated to date these agreements, if approved by Hampden, will result in an immediate cash payment to the City's sewer fund of $1 million, with additional future payments totalling approximately $1.4 million. Approval and execution of these Agreements will resolve important issues which have been outstanding for several years regarding Hampden's use of Bangor's treatment plant complex. mpm ar xroe Ranger's Comments: - ay Mmw%er Associated Information: Budget Approval: —fill", -Da Legal Approval: City Struck r Introduced For O Panage ❑ First Reading Page _ of ❑Referral 96-94 A aped m Councilor CITY OF BANGOR QITLV (L)rb". AuthorixinS.,City Ma ager to Execute "Interjuriedictional Agreement Between Bangor and Hampden on Industrial Pretreatment" and "Interlocal Agreement Between Bangor and Rampden. Regarding the Use of T ngof W' t"'w"et'eY Treatment'Ylant ComplexbyHampden" By 4k Cal Coosa oftu cul of Beeper. ORDERED, TWT the City Manager is hereby authorized, on behalf of the City of Bangor, to execute an "Interjurisdictional Agreement Between Bangor and Hampden on Industrial Pretreatment" and an "Interlocal Agreement Between Bangor .and Hampden Regarding the Use.of Bangor's Wastewater Treatment Plant Complex by Hampden," substantially in the form attached hereto. IN CITY COUNCIL '. ' January 22, 1996 0 R 0 E R .> Notion to indroduce Under Suspension of the Rules Vote: 9 yes Motion Passed Title, Authorizing City Manager to Councilors voting yea: Execute "IntexjurisdictionaCAgreement Baldacci, Blanchette, - Between Bangor. and Hampdenlgn Industrial f..d Frenkel,Leen,Popper, Pretreatment" "Interlocal.&.g aan. "Interlocal Sour, sullivan,Tyler. r. ding th Between Bangor and Hampden Regarding the 6 Woodcock•••••••• Passed Bangor's WSs[QW8[eY TYe8tlaertt Complex x by Hampden" "gmadto CITY CLERK -. .........til:.ppar.................... Cpwcilman This Agreement is entered into this _ day of , 1996, between the CITY OF BANGOR (hereinafter "BANGOR"), a municipal corporation located in the County of Penobscot, State of Maine, and the TOWN OF HAMPDEN (hereinafter "HAMPDBN"), a municipal corporation located in the County of Penobscot, State of Maine (hereinafter sometimes jointly referred to as the "Parties"). RECITAL$ 1. BANGOR owns and operates a Wastewater Treatment Plant Complex. 2. HAMTDEN currently utilizes this Wastewater Treatment Plant Complex. 3. Users in BANPDEN currently contribute wastewater to the Complex which may include industrial waste. - 4. Both parties recognize their respective need to implement and enforce a pretreatment program to control industrial waste under 40 CFR Part 403 and 3e M.R.S.A. 5 414-8, as the same may be amended from time to time. AGREMIZEM? 1. DANPDEN shall adopt a sewer use Ordinance which is consistent with BANGOR's sewer use ordinance - Use of Public Sewers and Drains, Chapter v, Article 9 of the Laws and Ordinances of the City of BANGOR as it pertains to matters of industrial pretreatment and discharge limits or any matters mandated by Federal or State law. HAMPDEN's ordinance shall also provide that BANGOR's Wastewater Treatment Plant Superintendent or the Superintendent's designee(s) shall have the authority to conduct or require all reasonable inspections, tests, or wastewater discharge sampling procedures necessary to enforce HANPDEN'S pretreatment ordinance, or as otherwise required under Federal or State law. A representative(s) from HANPDEN shall be afforded the opportunity to participate in and/or observe such activities through reasonable advance notice from BANGOR, but nothing herein shall preclude BANGOR from conducting such activities without the presence of the ILINPDEN representative(s). HANPDEN's ordinance shall provide that HANGOR's Superintendent or the Superintendent's deeignee(s) shall have the authority to issue licenses or permits, assess fines and revoke licenses or permits of industrial users of the HAMPDEN sewer system, in accordance with BANGOR's pretreatment ordinance provisions. BANGOR agrees that it will administer its industrial pretreatment program in a manner that treats all dischargers to the Wastewater Treatment Plant Complex, including those who discharge into HANPDEN's sewer system, fairly and consistent with applicable laws, regulations or ordinances. 2. Whenever BANGOR proposes to amend its sewer use ordinance, it shall provide a copy of the proposed ordinance amendment to HANPDEN at the time the proposed amendment is placed on the Bangor City Council agenda for first reading. HANPDEN will be notified of the time, date and location of any subsequent hearing of the City Council Committee having jurisdiction over sewer issues or Council workshop on the proposed amendment; as well as for the second reading and action by the City Council. HAHPDEN shall be afforded the opportunity to participate in any public -2- hearings or other public discussions concerning the proposed amendment. BANGOR shall forward to HAMPDEN a copy of any such amendments within five (5) business days of a final vote enacting the same by the City Council. within sixty (60) days of receipt of any such amendments, HAMPDEN shall enact amendments to its sewer use ordinances to maintain consistency with BANGOR's amended ordinance as it pertains to matters of industrial pretreatment and discharge limits or any other matters mandated by Federal or State law. Examples of ordinance provisions which would require amendment by HAMPDEN in order to maintain such consistency include, but are not limited to, ordinance amendments enacted by BANGOR in the following circumstances: 1) where the amendments are necessary to comply with federal or state laws or regulations; 2) where the amendments are necessary,. based on scientific and engineering grounds, to protect or enhance the integrity and operation of the Wastewater Treatment Plant Complex; or 3) where the amendments are necessary to maintain, improve or enhance the overall operation and maintenance of the wastewater Treatment Plant Complex or the administration and implementation of the industrial pretreatment program. 3. The Parties will periodically review their respective sewer use ordinances and jointly draft and adopt amendments, which are consistent in scope and stringency, to their respective sewer use ordinances when deemed necessary for the effective administration and operation of the pretreatment program. This review will be conducted no less than once every five (5) years. -3- However, either party, or the Environmental Protection Agency or Department of Environmental Protection, may request a joint review whenever such party believes that a review is necessary. A request for such joint review must be forwarded by the requesting party to all other parties, stating the reason for the request and the date on which the review is requested to take place. Within five (5) business days of receipt of the request, the receiving party must respond to the request, stating that the proposed date is satisfactory or proposing an alternate date(s) for the review. In any case, the joint review will take place within thirty (30) business days of the request. 4. HAMPDEN shall adopt and diligently enforce a local limits ordinance which addresses at least the same pollutant parameters as, and is consistent with, the local limits ordinance enacted by BANGOR. Such action on its local limits ordinance by HAMPDEN shall take place as soon as practicable, but in no event later than one hundred (120) days after execution of this Agreement. Should any local limits ordinance amendments be proposed to BANGOR'S local limits ordinance thereafter, HAMPDEN shall be obligated to respond as in Paragraph 2 above, upon notification of such proposed amendments by BANGOR. 5. HAMPDEN designates, upon execution of this Agreement, BANGOR as the agent of HAMPDEN for the purpose of implementation and enforcement of HAMPDHN's sewer use ordinance as the same pertains t0 industrial users located in HAMPDEN and using HAMPDEN's public sewer system for delivery of wastewater to the Plant. _4_ 6. BANGOR, on behalf of and as agent for HAMPDEN, will Perform all technical and administrative duties necessary to implement and enforce HAMPDEN's Sewer use ordinance as regards industrial users located in HAMPDEN and using HANPDEN's public sewer system for the delivery of wastewater to the Plant. Such duties by BANGOR may include, but not be limited to: (1) issuing permits or licenses to all HAMPDEN users required to obtain a permit or license; (2) conducting inspections, sampling, and analysis in RANPDEN; (3) taking all appropriate enforcement action against HAMBDEN users as outlined in BANGOR's enforcement response plan, including the execution of administrative consent decrees; and (4) performing any other technical or administrative duties the parties to this Agreement deem appropriate. BANGOR agrees to conduct these activities in HAMPDEN consistent with the manner that such activities are conducted in BANGOR. All fines, fees and other charges assessed against Or required to be paid by HAMPDEN users shall be consistent with those charged or assessed to BANGOR users. A representative of HANPDEN may accompany BANGOR personnel during any such activity. BANGOR will make an effort to notify HAMPDEN reasonably in advance of such activity, but lack of an accompanying HAMPDEN representative shall not preclude BANGOR from conducting such activity. In addition, BANGOR may, as an agent of HAMPDEN, take emergency action to stop or prevent any discharge which presents or may present an imminent danger to the health or welfare of humans, which reasonably appears to threaten the enviroment, or which threatens to cause interference, pass -5- through, or biosolids contamination in the Complex. All license or permit fees or fines assessed or recovered by RANGOR's wastewater Treatment Plant Superintendent under this provision shall accrue to BANGOR for use in its wastewater pretreatment program. BANGOR agrees to timely send copies of any correspondence sent to or received from a HAMPDEN user and copies of all documents concerning HAMPDEN or its users, including but not limited, to permits or licenses, inspection and analysis reports, enforcement measures, notices of violation, and consent decrees (proposed and final). During any action by BANGOR, acting as agent for HAMPDEN enforcing and administering BANGOR's pretreatment program in HAMPDEN, that requires the Superintendent or the Superintendent's designee(s) to visit the property of any user in HAMPDEN, a representative of HAMPDEN shall accompany BANGOR personnel on said visit, but the lack of a HAMPDEN representative shall not preclude BANGOR's visit. BANGOR will make an effort to notify HAMPDEN reasonably in advance of any such visit to facilitate the HAMPDEN representative's participation in the visit. ]. MANPOEN shall within ninety (90) days of execution of this Agreement conduct, and submit to BANGOR, an industrial waste survey, in a form approved by BANGOR, within its municipal limits and shall submit an updated survey to BANGOR by October 1st of each year. This survey shall be sent to BANGOR's wastewater Treatment Plant Superintendent or the Superintendent's designee. B. Except for the caste and charges directly billed to users under Paragraph 10 below, BANGOR shall assess HAMPDEN the direct costs, including, but not limited to, equipment, attorney's -6- fees, etc., and the direct and indirect (as periodically determined by its indirect cost allocation plan) costs for labor incurred in implementing and enforcing HANPDEN's industrial pretreatment sewer use ordinance on behalf of HANPOEN. BANGOR will provide HANPDEN, at its request, with a detailed accounting of such pretreatment costs incurred. In assessing such costs, BANGOR shall credit to HASPDEN'6 account the net amount of any fines, expenses, and legal fees, recovered by BANGOR in enforcement actions, if any, brought against RANPDRN's industrial users. 9. Before a significant industrial user located outside the jurisdictional boundaries of HANPDEN is permitted to discharge into RANPDEN's sewer system, RAPIDAN and BANGOR will enter into an agreement with the jurisdiction in which such significant industrial user is located. Such agreement shall be substantially equivalent to this Agreement and must be fully executed prior to a discharge from any significant industrial user in the outside jurisdiction. 10. HANPDEN agrees that industrial users located in HANPDEN and using HANPDEN's public sewer system for the delivery of wastewater to the Plant will be billed by BANGOR for pre -license/ permitting inspections and/or sampling and analysis, as well as all sampling, analysis or other direct costs associated with implementing and enforcing HANPDEN's industrial pretreatment sewer use ordinance. A copy of any such bills shall be provided to HANPDEN at the time said bills are sent to said industrial users. Any bill remaining unpaid for 65 days after the billing date shall be paid by EANPDEN within 10 business days of notice by BANGOR that the bill remains unpaid. BANGOR will provide HANPDEN, upon -7- request, copies of all records and information pertinent to any such uncollected or unpaid bills. 11. In addition to the itemised costs in Paragraph S above, HAMPDEN shall pay BANGOR Two Thousand Seven Hundred Dollars ($2,700.00) per year for costs associated with administering the industrial pretreatment program. BANGOR agrees to perform additional pretreatment -related services for HAMPDEN, such as sample taking, at NAMPDEN's request, to be billed on a time and materials basis. 12. Any disputes arising out of this Agreement will be submitted to arbitration pursuant to 14 M.R.S.A. 5 5927 at seg., as the same may be amended from time to time. A decision reached in arbitration, or the fact that the parties are engaged in arbitration, will in no way limit BANGOR's power to enforce requirements of this Agreement directly against users in HAMPDRN, nor will it preclude BANGOR from taking any emergency action, such as that which is described in Paragraph 6 above, against HAMPDEN directly. 13. Should any term of this Agreement be held null and void or rescinded by a court of competent jurisdiction, the remaining terms of this Agreement will be unaffected and enforceable. 14. This Agreement will be reviewed and revised to ensure compliance with the Federal Clean Mater Act (42 U.S.C. 5 1251 at seq.) and rules and regulations (ee. _ 40 CPR Part 403) issued thereunder, including any applicable amendments to such law, rules or regulations as necessary, but at least once every five (5) years 15. Either party may terminate this Agreement by providing written notice to the other party. All benefits and obligations under this Agreement will cease following one hundred eighty (180) days from receipt of such notice. This Agreement will also terminate at the expiration or termination of the Interlocal Agreement Between Bangor and Hampden Regarding the Use of Bangor's Wastewater Treatment Plant Complex by Hampden, with benefits and obligations hereunder ceasing at that time. CITY OF BANGOR By Witness Edward A. Barrett City Manager rc.�^W�nr:.aa:voa, By Marie G. Baker Town Manager STATE OF MAINE PENOBSCOT, as. , 1996 Then personally appeared the above-named EDWARD A. BARRETT, in his capacity as City Manager, and acknowledged the foregoing instrument to be his free act and deed in his said capacity, and the free act and deed of said body corporate. Before me, Notary Public/Attorney-at-Law Printed Name: My Commission Expires: M STATE OF MAINE PENOBSCOT, as. - , 1996 Then personally appeared the above-named MARIE G. BARER, in her capacity as Town Manager, and acknowledged the foregoing instrument to be her free act and deed in her said capacity, and the. free act and deed of said body corporate. Before me, Notary Public/Attorney-at-Law Printed Name: My Concussion Expires, -10- INTER10CAL AGREEMENT BETWEEN BANGOR AND HANPDEN REGARDING THE USE OF BANGOR'S WASTEWATER TREATMENT PLANT COMPLEX BY HAMPDEN THIS AGREEMENT is made this _ day of 1996, by and between the CITY OF BANGOR, a municipal corporation located in the County of Penobscot, State of Maine (hereinafter "BANGOR"), and the TOWN OF HAMPDEN, a municipal corporation located in the County of Penobscot, State of Maine (hereinafter "HAMPDEN"), K IIN9EELT ED WHEREAS, BANGOR has historically provided primary wastewater treatment of all domestic and industrial wastewater from HAMPDEN at the existing Primary Wastewater Treatment Plant owned and maintained by BANGOR located on lower Main Street near the HAMPDEN town line under the terms of an Agreement dated August 4, 1978; and WHEREAS, Hampden currently exceeds its allocated 30 day average flow pursuant to the existing Agreement of .60 million gallons per day (MGD( on a regular basis during wet weather flows and approaches the allocated flow during other times; and WHEREAS, further sewer connection permits to wastewater generators located in HAMPDEN cannot be issued under the existing Agreement without exceeding the allocated flows; and WHEREAS, the 1972 Amendment to the Federal Water Quality Act (P.L. 92-500) requires that all municipalities must provide secondary treatment of municipal wastewater; and WHEREAS, BANGOR and the United States of America have entered into a Consent Decree in the United States District Court for the District of Maine which requires that BANGOR shall upgrade Its primary plant to provide secondary treatment, the construction of said upgrade to have been completed not later than December 31, 1992, and the operation of said upgraded plant to be in full compliance with all effluent limitations and other requirements of BANGOR's NPDES Permit and the Act by June 30, 1993, a copy of said Consent Decree attached hereto as Exhibit A; and WHEREAS, HAMPDEN has previously requested that BANGOR reserve additional capacity in said upgraded plant in excess of the 30 -day average daily flow of 0.60 MGD as contained in an existing Agreement dated August 4, 1978; and WHEREAS, Bangor has completed the upgrading of its primary wastewater treatment plant to provide the required secondary treatment and to provide treatment of a portion of the combined sewer overflow (CSO) from Bangor; and WHEREAS, the construction and Operation of said upgraded Wastewater Treatment Plant Complex requires significant capital expenditures for construction, as well as increased costs of operation and maintenance, thereby rendering the conditions contained in said August 9, 1978 Agreement obsolete and not applicable to the current situation pertaining to the provision of wastewater treatment services; NOW, THEREFORE, in consideration of the covenants and conditions Contained herein, BANGOR and HAMPDEN d0 mutually agree that said Agreement dated August 4, 1978 shall be null and void, and shall be replaced with the following: -2- SECTION A - BANGOR AGREES: 1. To construct, furnish and maintain a Wastewater Treatment Plant Complex to provide for adequate and satisfactory treatment of domestic and industrial wastewater as necessary to meet the requirements Of BANGOR'S NPDES Permit No. ME-0300781, issued by the Environmental Protection Agency (EPA), including any subsequent renewals, and State Waste Discharge License No. 1041, or W001041-47-B-R, issued by the Maine Department of Environmental Protection (DEP), including any subsequent renewals; said treatment facilities to have a capacity of 18 MGD, with 1.50 MGD of said capacity reserved for HAMPDEN, said capacities based upon the maximum anticipated average 30-day flow. For reference purposes, the Complex has a current treatment capacity, as designed and built, with allocations for Hampden flows, as follows: Design Parameter -Complex Hamoden Average Daily Plow (MGD) 10.0 .84 Maximum 30 Day Plow (MGD) 18.0 1.50 Peak Hydraulic Plow (MGD) 30.0 2.20 Average Daily BOD (lbs) 11,800 1,600 Maximum 30 Day BOD (lbs) 19,000 1,800 Average Daily TGS (lbs) 15,200 1,600 Maximum 30 Day TSS (lbs) 24,500 1,800 2. To implement fully and continuously a program for monitoring compliance with pretreatment requirements by HAMRDEN industrial users in accordance with BANGOR'S "DES Permit, the Pretreatment program approved by EPA as of July 19, 1985 or any modification of that program subsequently approved by EPA pursuant to 40 C.P.R. Part 403, including sampling and enforcement of the pretreatment program, as outlined by this Interlocal Agreement, and all other administrative actions that may be required. -3- 3. To administer all other Federal or State regulations, or any modifications or additions thereto, which may directly pertain to the operation and maintenance of said wastewater Treatment Plant Complex. 4. To operate and maintain an existing interceptor sewer line extending from the Wastewater Treatment Plant Complex to the HANPDEN town line, said interceptor sewer being the point of connection of the HANPDEN interceptor sewer which carries the total wastewater flow free HANPDEN to the Wastewater Treatment Plant Complex. S. To hold HANPDBN harmless from any additional construction or operation and maintenance costs incurred by BANGOR for any replacement or addition to the Wastewater Treatment Plant Complex or for new treatment equipment needed to treat additional waste either originating outside of HANPDEN or not utilizing the HAMPDEN public sewer system which shall be delivered to the Plant for treatment after the signing of this Agreement, where the unusual nature of such waste is responsible for such additional construction and maintenance costs, or where such costs arise from BANGOR, or its assigns, exceeding the design capacities allocated to it under this Agreement. In addition, BANGOR shall hold HANPDEN harmless from any and all costs, expenses, fines or penalties arising from BANGOR's failure to comply with any applicable laws and regulations or the terms and conditions of any permits or consent agreements between BANGOR and any governmental entities, except to the extent that any such failure is directly attributable to waste originating in Hampden and delivered to the Plant via the HANPDEN public sewer system. Where the origin of such interference cannot be determined, all -4- municipal users will be responsible, proportionately, for any resulting fines, penalties or costa. 6. To accept other types of wastewater, such as septage from holding tanks or leachate from industrial/commercial sources, from properties situated in HAMPDEN in accordance with the same policies, procedures, and billing rates used by BANGOR for wastewater which originates in BANGOR. Provided, however, that said wastewater shall not be counted as part of HUU4PDEN's design allocation under this Agreement and shall not be included as flow from BAMPDEN in the calculation of its proportionate share of operation and maintenance costs under Section B, Paragraph ] unless HAMPDEN has given its prior written approval, including such conditions as it deems appropriate, to the acceptance of said wastewater by BANGOR. It being the intention of the parties that although BANGOR may contract out its design capacity allocation under Section C, Paragraph 1, if BANGOR agrees to directly accept wastewater from industrial users in HAMPDEN said wastewater shall not be included as part of HANPDEN's design allocation and shall be Included as part of BANGOR's flow for the purposes of calculating the parties' proportionate share of operation and maintenance costs. Town limits Of HAMPDEN. 2. To adopt and enforce a sewer use ordinance which is consistent with Chapter V, Article 9, Use of Public Sewers and Drains, as contained in the Laws and Ordinances of BANGOR, and to amend or modify said ordinance as may be necessary to comply with any -5- SECTION B - HAMPDEN AGREES: 1. To maintain all sewer lines and pump stations within the Town limits Of HAMPDEN. 2. To adopt and enforce a sewer use ordinance which is consistent with Chapter V, Article 9, Use of Public Sewers and Drains, as contained in the Laws and Ordinances of BANGOR, and to amend or modify said ordinance as may be necessary to comply with any -5- future Federal or State requirements or to maintain consistency with BANGOR's ordinance. HAMPDEN assumes responsibility for any and all penalties, fines and coats assessed against or Incurred by BANGOR in the event HAMPDEN's ordinance is not deemed consistent with BANGOR's ordinance where such inconsistency results in a future enforcement action against BANGOR. 3. To insure that all sewers connected to the interceptor sewer in HANPDBN are restricted for sanitary or other properly pretreated wastewaters only, and that such wastewater complies with the provisions contained in the above-mentioned wawa and Ordinances of BANGOR, including provisions that all currently known or later discovered improper connections, excessive leakage, storm water, roof drains, and cooling water are eliminated from said wastewater as rapidly as technically and economically feasible. 4. To take whatever steps are necessary to ensure that HANPDEN's sewer system is operated and maintained in a manner that will not compromise BANGOR'S ability to comply with BANGOR's approved Best Management Practices Plan developed pursuant to Paragraph 11 of the Consent Decree. Toward that end, HAMPDEN shall continue its program of sewer system maintenance and rehabilitation and sewer ordinance enforcement to assure that discharges from the HAMPDEN sewer system do not exceed the design capacity allocated to BAMPDEN under Section A, Paragraph 1 above, and to achieve the goal of reducing extraneous system flow from the NAMPDBN sewer system to the lowest practical cost-effective minimum all in accordance with federal and state laws and regulations. 5. To develop and adopt an ordinance permitting agents of BANGOR and HAMPDEN, operating as described below, to gain access for CM the purpose of monitoring, sampling and enforcing the industrial pretreatment program as described in Paragraph 2, Section A above. Said ordinance shall specify that RANGOR's Wastewater Treatment Plant Superintendent or the Superintendent's designee(s) shall be the licensing and enforcement authority for all users of the BAMPDEM sewer system who qualify as 'to be permitted" under pretreatment discharge regulations of the U.E. EPA or Chapter V, Article 9, of the Laws and Ordinances of the City of BANGOR, or other similar laws, regulations or ordinances hereafter enacted or adopted by the United States, the O.S. EPA, or the City of BANGOR. The conduct and authority of BANGOR's agents and HAMPDEN'a agents shall be as outlined in an Interjurisdictional Agreement Between BANGOR and EAMPDEN on Industrial Pretreatment, attached and incorporated herein by reference as Exhibit B. 6. To reimburse BANGOR for a portion of the capital costs of constructing the wastewater Treatment Plant Complex as described in Section A, Paragraph 1 above. HAMPDEN's reimbursement to BANGOR shall be as follows: (a) HANPDEN's reimbursement to BANGOR shall be based on its allocation of design Capacity of 1.5 MGD 30 day average. flow, which represents B.33% of the 30 -day average design flow. HAMPOBN'6 reimbursement to BANGOR is in the amount of $ Said amount represents HAMPDEN'6 proportion of the costs as defined in subparagraph (b) below as of the date of this Agreement. BAMPDEN shall pay its reimbursement to BANGOR as follows: $1,000,000.001 less any payments previously made, at the time of the signing of this Agreement; the balance within six (6) months of the signing of this Agreement. -7- On any portion of the payment due at the time of the signing of this Agreement which remains unpaid at said time, HAMPDEN shall pay to BANGOR interest at a rate of 10.758. On the remaining balance due within six (6) months of the signing of this Agreement HAMPDEN shall pay to BANGOR interest at a rate of 5.068. On any balance which remains due at the expiration of said six (6) months, NANPDEN shall pay to BANGOR interest at a rate of 10.758. (b) The reimbursement outlined above is based upon the estimated cost and risk to BANGOR for the construction of said Complex and related appurtenances, including documented costs of construction, design, planning, supervision, survey and layout, administrative, legal, fiscal, site acquisition, claims, interest and contingency, as outlined in Exhibit C attached hereto. BANGOR agrees to provide HANPDEN's designee(s) with access to all records relating to the costs associated with the construction of the upgraded Wastewater Treatment Plant Complex, and to cooperate fully with said designee(s), for the purpose of permitting RAMPDBN to verify said costs. Any disagreement as to said costs may be submitted to arbitration by either party pursuant to Section C, Paragraph 5 of this Agreement. in the event that the final costs are determined to be less than the amount outlined in Exhibit C, BANGOR agrees to reimburse RAMPDEN for any overpayment, it being the intent of the parties that HAMPDEN's share of the capital coats shall be 8.338 thereof. Any reimbursement due HAMPDEN hereunder shall be paid by BANGOR within three months of the date of the final determination of costa. 7. To reimburse BANGOR for a proportionate share of the _ operation and maintenance costs of the Wastewater Treatment Plant Complex less any direct offsetting non -rate operating revenues received by BANGOR. These costs are to be paid monthly upon billing by BANGOR based upon the ratio of the total monthly flow from HAMPDEN to the total monthly flow processed by the Complex. BANGOR reserves the right to bill RAMPDEN based on the unit cost of treating BOD or TSS loading originating from HAMPDEN and delivered to the Plant via HAMPDEN's public sewer system in excess of 350 mg/1 or a loading of fate, oils, or greases of animal or vegetable origin or oil and grease or other petroleum or mineral oil products in excess of 140 mg/l. BANGOR would be required to document BOD and TSS and other excess loadings through regular sampling and testing of HAMPDEN's wastewater delivered to the Complex. The costs of this sampling and testing would be included in HAMPDBN's monthly bill. A document entitled "Report on the Costs to Treat Wastewater', attached hereto as Exhibit D, describes how the unit costs are to be established. BANGOR would set RAMPDEN's unit cost based on the fiscal year budget for the Complex, with adjustments to be made as actual costs are determined for each month. Operation and maintenance costs shall include, but not be limited to, the costs for administration (including administration costs as periodically determined by BANGOR's indirect cost allocation plan), insurance, maintenance, capital costs incidental to maintaining and replacing existing facilities, biosolids processing and disposal, excess loadings, such as BOD, TSS, oil and grease, or other substances which increase the Wastewater Treatment Plant Complex's operation and maintenance coats, and other directly -related costs except as provided in Section A, Paragraph 5 above. Flow from HANDPEN shall be recorded by the existing metering station that continually records the flow which enters the BANGOR facility from SE HARPIES to determine HAMPDEN's share of operation and maintenance Costs. HANPDEN. shall be afforded the opportunity, at its request, to. review the wastewater Treatment Plant Complex's operation and maintenance costs for any billing period should any questions arise concerning said billings. BANGOR will install at the Facility, at HAMPDEN's sole expense, an instrument that will specifically record HAMPDEN's flow in relation to total flow into the wastewater Treatment Plant Complex. 'HAMPDEN further agrees to pay a surcharge equal to the monthly capital depreciation cost per MGD of capacity times the amount by which RAMPDEN exceeds its maximum 30 -day design capacity allocated flow of 1.5 MGD. The monthly depreciation cost Shall be computed as fellows: BANGOR'S NET DEPRECIATION = CAPITAL COST is (Cost/Month/MGD) 360 HAMPDEN acknowledges that as of the date of this Agreement BANGOR's CSOs are not being treated. BANGOR and HAMPDEN acknowledge that in the future, as required by the Consent Decree between BANGOR and the United States of America, the Treatment Plant will treat a portion of BANGOR's CSOs. BANGOR agrees to keep RAMPDEN timely informed as to BANGOR'S development and/or implementation of plans to treat its CSOs,and to provide HAMPDEN with access to all studies, reports, plans, specifications, contracts, etc. relating to the treatment or processing of BANGOR'S CSOs at the Plant. Prior to the implementation of any plan for the treatment of its CSOs, BANGOR agrees to meet with HAMPDEN to review and discuss the impact of any -10- such plan on (1)the design, treatment, or licensed capacity of the Plant and (2) the direct or indirect costs of operation and maintenance of the Plant. BANGOR agrees that before the data the Treatment Plant begins treating CSO flows from BANGOR, it will have in place a system by which it will be able to measure the costs associated with said CSO treatment or processing. BANGOR agrees to provide RAMBDEN with all information BANGOR has or will have concerning the determination of the direct and indirect costs of treating or processing its CSOs at the Plant. BANGOR will notify RANPDEN as soon as BANGOR knows the date in which it will begin treating or processing its CSOs at the Plant. Operation and maintenance costs will not include the cost of treating BANGOR'S CSOs. RANCOR agrees that RANPDEN shall bear no costs, including, but not limited to, capital costs and operation and maintenance costs, associated with theprocessingor treatment of BANGOR's CSOB. 8. To indemnify BANGOR for the full costs and penalties of. violations of the Consent Decree that result from, or for which a causal connection can be made to, any excess loadings or other discharges originating in HANPDEN and delivered to the Plant via HAMPDEN's public sewer system. 9. To not contract for the use of any of its design capacity allocation as set forth in Section A, Paragraph 1 above with users outside of HAMPDEN's municipal limits without the express written approval of BANGOR. It is expressly understood and agreed that such approval by BANGOR may be conditioned upon payment of additional costs or fees imposed by BANGOR. -11- 10. To maintain a flow meter that provides an accurate reading of the daily flow of wastewater from EAMPDEN into the BANGOR sewer system. The records of this flow meter will be used by BANGOR in tracking remaining Complex capacity and percent use of HAMPDEN's design capacity allocation and in determining whether future development will cause NAMPDEN to exceed its design capacity allocation. HAMPDEN shall provide, at its expense, for calibration of said flow meter a minimum of once a year by the manufacturer or the manufacturer's qualified representative, as well as at such other times as BANGOR requests should recorded readings indicate unexplained or unanticipated anomalies in the flow from HAMPDEN. 11. To allow BANGOR personnel, in cooperation with RAMPDEN representatives, t0 Sample HAMPDEN's wastewater for BOD, TSH, TTO, PH, metals, oil and grease or other substances which could cause pass through, cause excess loading, affect biosolids or otherwise impact the Wastewater Treatment Plant Complex. The sampling is to take place at locations in HAMPDEN or BANGOR designated by BANGOR. HAMPDEN representatives may accompany EANGOR personnel on these sampling trips, but BANGOR is not precluded from such trips if no HAMPDEN representative is available. BANGOR will provide HAMPDEN with reasonable advance notice of its regular sampling schedule, but nothing herein precludes BANGOR from sampling at other than regularly scheduled times. BANGOR will attempt to contact HAMPDEN representatives prior to any sampling trip. EAMPDEN is to bear the costs of analysis of the wastewater samplings. HAMPDEN may choose to independently contract for the wastewater sampling and analysis; provided, however, that such sampling and analysis covers all parameters required by BANGOR, that the sampling and analysis -12- frequency and location is approved by BANGOR, and that BANGOR is provided with copies of all reports of each sampling and analysis prepared by the independent contractor for HANPDEN. 12. In the event that BANGOR believes that capital improvements are necessary to improve or maintain current facilities in compliance with existing or future requirements under applicable State or Federal laws, regulations or permits, it shall provide written notice thereof to HAMPDEN, which notice shall describe the improvements believed to be necessary, identify the laws, regulations, or permits necessitating the same, and provide a cost estimate for the improvements. Prior to undertaking any such improvements, BANGOR shall consult with HANPDEN concerning the design and costs thereof. If BANGOR and HANPDEN cannot agree on the necessity of the improvements or the design or costs thereof, the matter shall be submitted to arbitration under Section C, Paragraph 5 of this Agreement. HANPDEN agrees to pay its pro -rata portion, based on the Percentage that its design allocation at the time of the improvement represents of the total design capacity of the Complex, of the capital costs for improvements determined to be necessary under this Paragraph 12. Payment shall be made as soon as reasonably possible, giving due consideration to the amount to be paid and the necessity of obtaining financing for the same. If financing is necessary, HAMPDEN agrees to pursue said financing in good faith and with due diligence. SECTION C - BOTH PARTIES AGREE: 1. That the parties' combined average flow at the time of the signing of this Agreement will be less than the total design -13- capacity of the upgraded wastewater Treatment Plant Complex, and that some provision should be made for the orderly allocation of the excess capacity. The effect of this Agreement is that HAMPDEN shall be entitled to that portion of the design capacity allocated to it under Section A, Paragraph 1, above, and BANGOR shall be entitled to the remainder. It is contemplated that BANGOR may dispose of portions of its remainder by contracting with other parties, including municipalities or industrial users who comply with the provisions of Paragraph 4 of this Section and BANGOR's other industrial pretreatment requirements, to discharge to the Complex. 2. That should BANGOR wish to dispose of any of its remainder in the design capacity of the Wastewater Treatment Plant Complex, and should RAMPDBN wish to receive an additional allocation of design capacity from that remainder after the execution of this Agreement, such additional allocation of design capacity, if available, will require that HAMpDEN pay the full pro -rata capital costs, including, but not limited to, SANGOR's pro -rata bonding and interest costs of the upgraded Wastewater Treatment Plant Complex through the date of such additional allocation of design capacity to HAMPDEN. 3. That if any user of the Wastewater Treatment Plant Complex reaches 808 of its allocated maximum 30 -day average flow, that user will be required to initiate an engineering study to determine what future use or remedial action is available to the user to avoid a future surcharge of its allocated design capacity. BANGOR must approve the consulting engineer chosen to conduct any such study prior to the initiation of the study, said approval not to be unreasonably withheld, but the initiating user shall bear the full -14- oat of the study and make a good faith effort to comply with the recommendations. If subsequent Federal or State statutes or regulations require upgrade, expansion, change of treatment process or other change in the operation of the Wastewater Treatment Plant Complex, the users shall proportionately share in the coats of any engineering study which is required to meet the provisions of such statute or regulation. The users shall mutually agree on a qualified consulting engineer to conduct such a study. The users will be obligated to fellow the recommendations of the engineering study and pay their proportionate share of costa to implement the recommendations. All users of the Wastewater Treatment Plant Complex will be required to pay their proportionate share of the replacement or repair costs for any equipment that all users need and/or use that breaks down, otherwise malfunctions, or becomes physically or functionally obsolete. That if any user of the Wastewater Treatment Plant Complex reaches 1008 of its allocated maximum 30 -day average flow, that user will be required to provide to BANGOR a plan for reducing flows which is consistent with the above referenced engineering study or will be required to purchase additional capacity from BANGOR provided that BANGOR, in its sole discretion, is willing to sell additional capacity. In the event an engineering study has not been done, then the user will be required to initiate an engineering study as above referenced and provide to BANGOR a plan for reducing flows. 4. Prior to allowing any future industrial users to tie into EAMPDEN's sewer system, EAMPDEN shall require that such potential industrial user submit to BANGOR a detailed listing of all -15 ` pklutants, effluents or flows which it proposes to introduce into the sewer system. BANGOR will retain the original list and provide a copy to HAMPDEN. This requirement shall be in addition to any other licensing, reporting, monitoring or other requirement imposed under BANGOR'S Industrial Pretreatment Program. If, in BANGOR'S reasonably scientific opinion, the characteristics of the proposed discharge or pollutants, effluents or flows are such that it will ultimately be detrimental to the beneficial reuse or disposal of the Wastewater Treatment Plant Complex biosolids, or may result in violations of BANGOR'S BIDES permit, then BANGOR shall require adequate pretreatment prior to connection to HAMPDRN's sewer system or shall refuse the connection of such facilities into HAMPDEN's sewer system. 5. except as provided in this paragraph, if the parties are unable to agree concerning the enforcement, administration, or interpretation of the provisions of this Agreement, or if one party disagrees with action taken by the other party, the matter shall be submitted to arbitration in acordance with 14 M.R.S.A. 55 5927 et seq., as the same may be amended from time to time. Provided, however, the parties my not submit to arbitration matters that are mandated by federal or state law, or are required under any permits issued by federal or state regulatory agencies. 6. Any notice required or given in connection with the terms of this Agreement shall be directed to the HAMPDEN Town Manager, 106 Western Avenue, Hampden, Maine, 04444, or to the BANGOR City Manager, City Hall, 73 Harlow Street, Bangor, Maine, 04401. 7. This Agreement shall remain in full force and effect for thirty (30) years from its effective date so long as wastewater from HAMPDBN is discharged into the BANGOR sewer system or until such time -16- a2? this Agreement may be amended or replaced by a new contract mutually agreed upon by the parties, or is terminated pursuant to Paragraph 10 below. E. Daring each calendar year the administration of this - Agreement shall be reviewed by HAMPDEN and BANGOR. Additionally, at the time of renewal of BANGOR's SIDES permit, the parties shall meet to review the substance of this Agreement, as well as any changes necessitated by the NPDES permit renewal process. if it is determined by either party at any time that conditions have changed to the extent that any provisions of this Agreement are in need of modification, then the provisions at issue shall be renegotiated in good faith. 9. Nothing herein shall prevent BANGOR from entering into a similar Agreement with other municipalities or users; provided that HAMPDEN's allocated design capacity as described in Section A, Paragraph 1 above is not reduced and that said Agreements contain substantially similar terms and conditions to those stated herein. 10. This Agreement will be effective upon approval by the EPA and the DEP, except that all monies, including, but not limited to, operation and maintenance costs and capital costs specified herein are to be paid as required when due under this Agreement whether or not such approval has been received. 11. If in BANGOR's opinion HAMPDEN has breached any of the terms and conditions of this Agreement, including but not limited to, failure to make timely payments, failure to comply with the terms and conditions of the Interjurisdictional Agreement between BANGOR and HAMPDEN on Industrial Pretreatment, or failure to fully cooperate in maintaining the proper operation and integrity of the entire -17- " ''Wa%tewater treatment system, BANGOR shall provide HAMPDEN with written notification of the breach. HANPDEN shall, within sixty (50) days of said notification, enter into a Schedule of Compliance with BANGOR. Said Schedule of Compliance shall set forth the nature of the breach, RANPDSN's plan for correction and prevention of reoccurrence of the breach, and such other conditions as are necessary to insure the safe and efficient operation of the Wastewater Treatment Plant Complex. In no event shall such Schedule of Compliance provide for more than one hundred eighty (180) days for full corrective action to be Completed by HAMPDEN. If HANPDEN fails to enter into a Schedule of Compliance within sixty (60) days of said notification of breach, or fails to comply with the terms and conditions of the Schedule of Compliance, or if the continued existence of the breach interferes with the proper operation of the Complex, BANGOR shall have the right to terminate this Agreement, or any Part thereof, and limit NAMPDEN's input of wastewater to the level of the most recent 30 -day average flow preceding the date of BANGOR's decision to terminate this Agreement, or any part thereof, upon sixty (60) days written notice to HAMPDEN. Regardless of whether this Agreement, or any part thereof, is terminated pursuant to this provision and during any period covered by a Schedule of Compliance, HANPDEN shall still pay its proportionate share of the operation and maintenance costs of the Wastewater Treatment Plant Complex as well as any surcharges or additional costs as provided by this Agreement so long as wastewater continues to flow from HANPDEN to BANGOR. If there is a dispute as to matters which may be referred to arbitration pursuant to Section C, Paragraph 5, then the dispute may -18- be referred to arbitration in accordance with 14 M.R.S.A. SS 5927 at seq., as the same may be amended from time to time, upon the written request of HAMPDEN, which request must be received by BAMGOR within twenty (20) business days of the action or decision by BANGOR complained of by HAMPDEN. 12. Should any term of this Agreement be held null and void or rescinded by a court of competent jurisdiction, the remaining terms of this Agreement will be unaffected and enforceable. 13. Definitions: Certain of the terms used in this Agreement are defined in Exhibit E attached hereto, which is incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed and their corporate seals affixed hereto as of the date first above written. CITY OF BANGOR By Edward A. Barrett City Manager TOWN OF HAMPDEN By Witness Marie G. Baker Town Manager -19- STATE OF MAINE Penobscot, as. W14n Then personally appeared the above-named EDWARD A. BARNETT, in his capacity as City Manager, and acknowledged the above Agreement to be his free act and deed in his said capacity and the free act and deed of said body corporate. Before me, Notary Public/Attorney-at-Law Printed Name: STATE OF MAINE Penobscot, as.. MTV, Then personally appeared the above-named MARIE G. BAKER, i her capacity as Town Manager, and acknowledged the above Agreement to be her free act and deed in her said capacity and the free act and deed of said body corporate. Before me, Notary Public/Attorney-at-Law Printed Name: -20- 0 bk State Street 00 P'^J� 'li✓"_ .y, CXR'" A' c a � u Yiq` �7I NSu !O >A.➢ pcOF' tv ��� �5`a✓ A ' Y Y �� A�;J C"dn"a Pe.D'S I I �� �a„—. S+m+e J ree+ �Q `'a o.i5^iti'I S ,�I e �st� � M1Y0 aS� � � �sD f11fD � M��p �I G�lta