Board of Selectmen Regular Meeting Materials (linked)

NEW LONDON / WATERFORD / EAST LYME
WASTEWATER COLLECTION, CONVEYANCE AND TREATMENT AGREEMENT
DATED: 2021
{!02261326.DOCX; v.}


An Agree
e
y
,
y
hereinafter referenced as “Parties” regarding the collection and conveyance of wastewater from these
towns and the operation of wastewater treatment facilities in the City of New London to serve the
Town of Waterford and the Town of East Lyme. .
PART I— INTRODUCTION
SECTION PAGE
—
1. Recitals .......0.cccecceeeeceeee area ate deeeeeneecneta nen eeenenaee whaeeees
2. Definitions: co :
Capital Account «0.0.00. Dove ceceesaeeceeeneeante
Capital Improvements
Evergreen-Piacenti Force and Pressure Mains .
Evergreen Pump Station (2...........005taeeceeeeeeeteteeeeees
Municipalities ..°., aeteeeeser tery tts seecaverentdeeeeeeeeeseesenes
Parties ......c0 bee
~Pjacenti Facility ....... ME ees LeeLee Dba cccceecueseaueeeeeer
‘Planned Capital Project ...........cccccescsssssceeeesettetnees
Third Parties... ve ve
TOWNS viet Da cec een ec eeeee nen eceeeeeneen eens
3. Desétiptions of the Shared Integrated Collection, Conveyance
and Treatment Systems:
A) Shared Infrastructure of the Parties
1. New London’s Shared Treatment System (Piacenti
Facility), .......cccccescceece eee eneteu eee ee nee e nena reset eeeeeenanns 2
“2. Waterford’s Shared Collection, Conveyance, and
Pumping System .......6.0 cere teeters tee rteneeees 3
3. New:London’s Shared Conveyance System - Evergreen
to Piacenti Force and Pressure Mains .............::0e essen 3
B) Sharing of Parties’ Infrastructure
1. Current Non-Party Users of Parties’ Infrastructure:
Point 0? Woods 2.0... ccccceee cet er eee e nents 4
2. Current Non-Parties with Rights to Use Parties’ Infrastructure:
a. The Miami Beach Association and The Miami Beach
Association Water Pollution Control Authority ........ 4
NNNNNB eH ee
{102261326.DOCX; v.}


y
d. Town of Old Lyme, a municipal corporation, and Old
Lyme Water Pollution Control Authority 4
3. Potential Future Non-Party Use of Parties’ Infrastructure:.. 4
PART II - METERING FLOW
1. Measurement of Flows 4
2 Standards of Flows/Permits 5
PART Il — TREATMENT CHARGES
1. Determination of Operating Budgets & Billing ...........:00 6
PART LV — EMERGENCY REPAIRS
1. Emergency Repairs ........05...8 ee reeeeererreery 9
PART V.~SHARED RESPONSIBILITIES FOR CAPITAL AND O&M
1. © City to Serve as Custodian of Capital ACCOUMES 2... cee cer eee eeee 9
2. Piacenti Facility Capital Improvements .........00:eccere 9
3.0. Sharing Costs for Capital Improvements and Operation &
a Maintenance for the Use of the Evergreen to Piacenti Facility
>. Mains and the Use of the Evergreen Pump Station ......... coe 11
4. ‘Coordination with East Lyme/Waterford Agreement 13
PART VL= TERM, REOPENING AND TERMINATION OF AGREEMENT
1 Term of Agreement 0.0... ee cece sere trent ee nett en ener eres es 13
2. Reopening Contract to Address Treatment Capacity of Each
Municipality 0.0... ccceceee cece cece reece eee ere en nen eee eee e eens 13
3. Procedure for Termination of the Agreement .............0.:1eeeeees 14
PART VII — SEPTIC TANK PUMPING AND NITROGEN CREDITS
lL. Septic tank pumping .... . 15
2 Nitrogen Credits 0.000... cccseceeeeeeeceeeeeeeeeneneeeneesenn eee ennneennns 15
{102261326.DOCX; v.}


4, Reservation of Rights ..........ccccececcceee scene eer ee nett etree ene ane 17
5. Supersedes January 10, 1990 Agreement and any Amendment
thereto .....cccccccceceseceeeerseeeeeseesnseneeegebeta eee eeeeneneenen een ees 17
6. Amendments and Modifications only in writing ...............68 17
7. Choice of Connecticut Law 20.0... gece cette ee eee etnies 17
8. Severability Clause 17
9. No Third-Party Rights 17
10. Singular/Plural Usage 17
11. Listing of Names and Addresses for Notices 18
PART.IX — APPENDICES
Appendix A Beginning Balances of Capital Account
Appendix B Waterford’s Shared Collection Conveyance and Pumping System
Appendix C - Evergreen PS to Piacenti WWTE Sewer Pipe Location
Appendix D os. Inter-Municipal Flow Meters
Appendix E “Waterford Properties Discharging into New London
Appendix El : Properties in Waterford (North of Upper Broad Street) that
; Discharge into New London
Appendix F Sample Bill.Calculation
{!02261326.DOCX; v.}


WHEREAS, the City of New London, the Town of Waterford and the Town of East Lyme entered
into a 30-year Agreement dated January 10, 1990 regarding:the operation of a wastewater
treatment plant and related facilities located in the City of New London; and
WHEREAS, the purpose of this Agreement is to continue the mutually beneficial collaboration
between the City of New London and the Towns of Waterford:and East Lyme which have
developed an interconnected wastewater collection, conveyance and treatment system. The
collection, conveyance and treatment facilities located in each community are owned by their
respective communities. This Agreement establishes the terms, conditions:and respective rights
and responsibilities regarding the operation and shared use of this interconnected system.
NOW THEREFORE, the Parties agree to.the following:
For the purpose of this Agreement, the following terms shall have the meaning set forth below:
SECTION 2 - DEFINITIONS
“Capital Account” means'an account established separately for each of the Parties and maintained
by the City which will reflect the accumulated capital payments, interest accrued and reserves
created by eaéh Party, and not yet expended for Capital Improvements. The beginning balances for
each Party at the time of the signing of this Agreement are attached as Appendix A ‘Beginning
Balances of Capital Account’.
“Capital Improvements” means the acquisition, construction, reconstruction, rehabilitation,
demolition or replacement of shared infrastructure under terms and conditions as detailed in Part
V herein. oS
“Evergreen-Piacenti Forcé.and Pressure Mains” means the dedicated force and pressure mains
connecting the Evergreen Pump Station to the Piacenti Facility predominately in New London, as
constructed under City of New London Contract 11 and Town of Waterford Contract 5.
“Evergreen Pump Station” means the Town of Waterford wastewater pumping facility located at
52R Miner Lane, Waterford, CT, constructed under Contract 5 & 5A.
“Municipalities” means New London, Waterford and East Lyme; “municipality” means any one
or more of the municipalities, as the context may dictate.
{!02261326.DOCX; v.}


“Planned Capital Project” means a capital improvement project that the City or Waterford has
planned well in advance allowing the City or Waterford ample time to notify the other Parties of
the cost and timing of the project.
“Third party(ies)” means any town, city, or entity whether public, quasi-public, or private, located
outside of the jurisdictional boundaries of the City.of New London, Town of Waterford, and/ or
the Town of East Lyme. : :
“Towns” means Waterford and East Lyme; “town”? means either of the towns, as the context may
dictate. . :
SECTION 3 —- DESCRIPTIONS OF THE SHARED, INTEGRATED COLLECTION,
CONVEYANCE AND TREATMENT SYSTEMS
A) SHARED INFRASTRUCTURE OF THE PARTIES .
1. NEW LONDON’S SHARED TREATMENT SYSTEM (PIACENTI FACILITY)
The Piacenti Facility with a design capacity at the time of the signing of this Agreement of
10,000,000 gallons per day and consisting of:
a. The primary treatment plant.and related facilities which existed on April 30,
1975, January 20;.1991, and January 20, 2021, including such land which was,
and continues to be,-owned by the City on said dates hereof, and
-. Additional wastewater treatment plant and related facilities as follows; all
modifications at the Piacenti Facility, including additional pretreatment and
primary and secondary wastewater treatment and sludge handling facilities, the
control building, flood prevention work, including the concrete seawall along
the ocean side of the plant and the raising of the concrete walls of the existing
primary settling tanks, the outfall sewer from said Piacenti Facility to the New
London harbor channel, modifications to the so-called pumping stations Nos. 6
and 7, the reconditioning land for said Piacenti Facility, being Phase Il and a
portion of Phase 1 of the improvements to the City’s wastewater system set
forth in the report entitled “City of New London Connecticut Report Upon
Improvements to Wastewater Works”.
{!02261326.DOCX; v.}


Waterford's existing interceptor sewers, force mains and other directly related facilities
located as follows: beginning at the intersection of Gallup Lane and Rope Ferry Road,
extending in a general easterly direction to and including the Evergreen Pump Station
(hereinafter “Evergreen PS”) near the boundary-between the City and Waterford, and
connected at that point with the City's wastewater system. The collection and conveyance
component of this system is shared by East.Lyme and Waterford. The Evergreen PS
component of this system is shared by.East Lyme, Waterford, and New London. Said
wastewater conveyance system is more particularly described in.a map or plan or report
entitled “Map Showing the General Location of Selected Wastewater Conveyance
Facilities in the Town of Waterford Comprised of East Lyme Sewer Main and Waterford
Wastewater Conveyance System Date: August.23, 1988 Not to Scale -by Consulting
Environmental Engineers, Inc.”’See Appendix B ‘Waterford’s Shared Collection
Conveyance and Pumping System’. Ownership and title to the sewers and related facilities
located in Waterford is in the Town of Waterford.
3. NEW LONDON’S SHARED CONVEYANCE SYSTEM — EVERGREEN TO
PIACENTI FORCE AND PRESSURE MAINS :
The Evergreen to Piacenti-force and pressure mains are that piping infrastructure together
with.a corrosion and odor control infrastructure and other appurtenances constructed under
New London Contract 11 (circa 1975), and are owned by the City of New London. The
location of such infrastructure is described, as follows: from outside of, and just east of
the Evergreen PS, beginning at ‘the New London/Waterford municipal boundary line, then
in a southerly and easterly direction along Evergreen Avenue in New London to the
intersection with Ocean Avenue in New London, then in a northerly direction along Ocean
Avenue to the intersection ‘with School Street, then in an easterly direction along School
Street to the intersection with Montauk Avenue, then in a northerly direction along
Montauk Avenue to the intersection with Converse Place, then in an easterly direction
along Converse Place to the intersection with Pequot Avenue, then in a northerly direction
along Pequot Avenue to the intersection with Trumbull Street, then in an easterly direction
along Trumbull Street to about the intersection with Nameaug Street near the Piacenti
Facility. See Appendix C ‘Evergreen PS to Piacenti WWTF Sewer Pipe Location’. This
system exclusively transports wastewater from the Evergreen PS in Waterford to the
Piacenti Facility. According to Contract 11 plans, there are no other connections into this
system along this route,
{!02261326.DOCX; v.}


INFRASTRUCTURE
a. The Miami Beach Association and The Miami Beach. Association Water
Pollution Control Authority
b. Old Lyme Shores Beach Association and The Old Lyme Shores Beach
Association Water Pollution Control Authority :
c. The Old Colony Beach Club Association and The Old Colony, Beach Club
Association Water Pollution Control Authority :
d. Town of Old Lyme, a municipal corporation, and Old Lyme Water :
Pollution Control Authority. :
3. POTENTIAL FUTURE NON-PARTY USE OF PARTIES’ INFRASTRUCTURE
All Parties affected by any additional expansion..of the ‘use of this interconnected
wastewater infrastructure outside of the-Parties’ territorial limits will be advised of the
terms and conditions associated with such additional sharing of a Parties’ infrastructure.
Within five years of the signing of this Agreement the Parties shall commence
negotiations to.establish terms and conditions for the conveyance and treatment of
wastewater by non-party users who currently have no rights to the parties shared
infrastructure system.:
PART II - METERING FLOW.
SECTION I - MEASUREMENT OF FLOWS
East Lyme has installed and will maintain a flow measuring device at the Niantic pumping station
which meets mutually acceptable specifications to measure, record and transmit the volume of
wastewater flow from East Lyme to Waterford.
Likewise, Waterford has installed and will maintain flow measuring devices at the Evergreen PS
which meet mutually acceptable standards at the connection between its sewer interceptor and the
City's wastewater system to measure, record and transmit the combined volume of wastewater
flow from East Lyme and Waterford, and certain areas of the City of New London to the Piacenti
Facility.
{!02261326.DOCX; v.}


Waterford Collection system. These meters are located at (1) Boston Post Road, (2) Chester Street,
(3) just east outside of the Evergreen PS (Niles Hill Interceptor meter), and (4) at the East Neck
pumping station in Waterford. All of these meters will measure the flows generated by the City
that discharge into the Waterford collection system, except:the East Neck PS meter which will
measure the flow generated in Waterford that discharges into, the City system, but then returns
(flows back) to the Waterford system. A map with the locations of these meters is shown in
Appendix D ‘Inter-Municipal Flow Meters’.
There may be additional meters throughout the shared conveyance system that may be deemed
essential to determine flows between the Towns and the City. New London will keep a list of all
the essential meters in the system that need to be tested, calibrated and certified on a yearly basis,
and will be responsible for arranging for the testing, calibration and certification of such meters
and will report the results of said testing to the Towns annually. The cost of testing, calibrating
and certifying each meter will be charged back.to each Town.on the spring quarterly bill for the
number of meters for which each Town is responsible. For example if East Lyme has one meter
that registers its flow going to, Waterford, it would be charged for the.cost of testing and calibrating
that meter. Waterford arid New London have more meters to: monitor flows going from Waterford
to New London and vice-versa. The financial responsibility for any and all expenditures associated
with the maintenance, testing, calibration, or replacement of the meters is as follows: the Niantic
pumping station meter in East Lyme.(East Lyme); the main meter at the Evergreen PS that
measures the flowinto the Evergreen-Piacenti Main (each party flow proportion cost sharing); the
main meter that measures the total flow at the Piacenti Facility (each party flow proportion cost
sharing); the Boston Post Road meter.(New London); the Chester Street meter (New London); the
Niles Hill Interceptor meter located just-cast of the Evergreen PS (Waterford/New London shared
equally); and the East Neck pumping station meter (Waterford).
SECTION 2 - STANDARDS OF FLOWS/PERMITS
A. The City will accept, treat and discharge the wastewater flow from the Towns in the same
manner in which it accepts, treats and discharges wastewater flow from within the City and shall
be responsible to such state or federal authorities as may have jurisdiction over it with respect to
the manner and treatment of and the discharge of such wastewater.
B. The National Pollution Discharge Elimination System permit for the operation of the Piacenti
Facility having been issued to the City, the City shall have the right to inspect, sample and test
wastewater discharged by the Towns into the Piacenti Facility. Either Town also shall have the
right to inspect, sample and test wastewater discharged by the Towns and the City into the Piacenti
Facility. In the event that such samples or tests provide evidence of a user within the City or either
{!02261326.DOCX; v.}


their respective sewer ordinances, together with provisions for the recovery from an offending user
of any fines or damages which may be incurred by the City and the Towns as a result of the
discharge of said material into the Piacenti Facility or the Evergreen PS If any Party suspects a
problem with the quantity, quality or flow of wastewater to the Piacenti Facility or the Evergreen
PS, it may notify the generating Party or Parties of the need to inspect or test the wastewater or
equipment. If the generating Party fails to make such inspection or test within two weeks, the
complaining Party may do so.
C. The City and the Towns will not discharge:into the City's wastewater system any wastewater
which contains substances not amenable to treatment in the Piacenti Facility or which are not
amenable to treatment therein to the degree required by regulatory agencies having jurisdiction
over the discharge of effluent into New London harbor’and under no conditions shall the City or
the Towns discharge wastewater into the City's wastewater system which shall have a
concentration of biochemical oxygen demand (BOD) in excess of 240 average milligrams per liter
or concentration of suspended solids in excess of a concentration of 240 average milligrams per
liter.
D. The Water and Water Pollution Control Authority of the City has promulgated rules and
regulations consistent with state and federal statutes, regulations and guidelines with respect to the
operation of the wastewater treatment plant and related facilities, which rules and regulations, as
they may be.amended or modified from time to time to remain consistent with and in conformance
to federal and state statutes, regulations and guidelines, shall be adhered to and enforced by the
Towns and the City. If the City or either Town proposes to adopt new rules and regulations which
affect the Piacenti Facility and,are more.stringent than those required by state and federal and the
City's guidelines, the respective, Water Pollution Control Authorities of each Town shall agree
upon the necessity.and terms of such rules and regulations before they are adopted, except that the
City and Towns may. apply and enforce any such more stringent rules and regulations within their
own boundaries before:agreement by all Parties regarding the necessity and terms of such rules
and regulations. : :
PART I~ TREATMENT CHARGES
SECTION 1 — DETERMINATION OF OPERATING BUDGETS & BILLING
The City Director of Public Utilities is responsible for the development and transmittal of the
annual operating and maintenance budget for the Piacenti Facility. The budget shall include the
following:
{!02261326.DOCX; v.}


The following is the timeline of the annual budget:
1.
If there are any “Planned Capital Projects” that exceed $750,000, the initiating Party is to
notify the other Parties no later than January 1 of the year prior to the fiscal year in which
such project is proposed to commence. :
The City Director of Public Utilities will email the Town’s designated staff representative
the proposed fiscal year operating and maintenance budget-by February 1 so that the
Towns will have an ample opportunity to review the budget...
The Towns shall respond back to the City by February 15 if they have any input,
discrepancies or to ask any questions as necessary. :
By April 15", the proposed budget will be divided ‘by the prior year’s total Facility flows
to derive an estimated cost per 1,000 gallons for the next fiscal year (see Sample Bill
Calculation in Appendix F). : :
. Each Town’s share of the costs agreed upon under’ Part III, Section 1 (A-D) of this
Agreement for operating, repairing and, maintaining the ‘Piacenti Facility to the mutual
benefit of the Parties shall be an amount which shall bear the same ratio to such costs as the
actual volume of each’Town’s wastewater treated in the Piacenti Facility bears to the total
actual volume of ‘wastewater treaied in the Piacenti Facility.
If; ; :
A. ELNET= East Lyme Flow as measured at the Niantic PS minus any flow
from entities covered:under Part I, Section 3, B.2 — Current Non-Parties
with Rights:to use Parties Infrastructure that have a separate treatment
“agreement with the City, and
B. T=Total Flow into the Piacenti Facility, and
C. NPC=Piacenti Facility operating, maintenance and repair costs plus
the Piacenti Facility’s share of common administrative costs,
@ Then, East Lyme’s bill = (ELNET/T) x NPC,
And If,
A. EGPS is the total flow (regardless of origin) through the Evergreen PS, and
B BPR is the flow measured by the Boston Post Road NL/Wtfd
boundary meter, which measures flow from New London only, and
Cc. Chester St. is the flow measured by the Chester St. meter at the
{!02261326.DOCX; v.}
7


London, and
F, Upper Broad Street is that area in Waterford (see Appendix E ‘Waterford
Properties Discharging into New London’) that discharges wastewater into
the New London’s Collection system. -Total flow calculated as per metered
or estimated water consumption for those without City water, and
G. EL = East Lyme flow as measured at Niantic PS, and
H WTFENLTP is the wastewater flow generated within the political boundaries
of the Town of Waterford,:then
WTENLTP = [EGPS — (BPR + Chester St. + NHI + EL — East Neck - Upper Broad
Street)] Ss .
(ii) Then, Waterford’s bill = (WTENLTP/T) x NPC.
6. New London shall provide a finalized approved budget amount by April 30.
7. The City shall bill: the Towns on a quarterly basis. ‘The bills shall be sent out within two
weeks of August 15!, November 15", February 15" and May 15" of each year. Payments
for these bills shall be made no later than,45 days from the date of the invoice. For the
purpose of quarterly reconciliation each invoice will be calculated by using the per 1000
gallons cost as illustrated (in the example above it would be $1.9592 / 1000 gallons) times
the trailing 3 months flow of that Town (for instance the August 15" bill would be based on
the Towns flows from May, June and July and the November 15TM bill would be the flow
from.August, September and October). It is the responsibility of the Towns to send their
monthly.flow data to the City Director of Public Utilities each month. If the City Director
of Public Utilities would rather not use the trailing 3-month flows methodology, he/she can
ask each Town by July 1% of each year what their projected flows will be for the coming
year and take a quarter of that amount for each billing period.
8. At the May billing, the reconciliation from the previous fiscal year along with any septage
and/or nitrogen credits would be processed with that billing cycle (i.e.: the May 2022 bill
would adjust for the FY 20-21 cycle which ran from July 1, 2020 thru June 30, 2021).
During the May billing, the Towns would be charged for the cost of the annual
testing/calibration of the meters they are responsible for as determined in Part IL, Section 1
of this Agreement.
{102261326.DOCX; v.}


may make emergency repairs withouta prior agreement between the City and the Towns.
Waterford may make such emergency repairs necessitated from time to time for operational reasons.
The cost of said emergency repairs shall be paid out ofthe capital funds accounts for each
respective party at the capital projects percentages for the Evergreen PS. Waterford may make
emergency repairs withouta prior agreement between the City and East Lyme.
PART V—SHARED RESPONSIBILITIES FOR CAPITAL AND O&M
SECTION I — CITY TO SERVE AS CUSTODIAN OF CAPITAL ACCOUNTS
A separate ledger for each of the Capital.Accounts will be maintained by the City on behalf of
each of the Parties. The funds in the Capital Accounts shall:be invested by the City in the same
instruments and with the same prudence.as is required by State statute and regulation for the
investment of municipal funds generally. All income from the investment of the Capital Accounts
shall be credited to each municipality's Capital Account in the same: proportion as the respective
balances of the Capital Account of each municipality at the time the income was accrued. An
accounting of the balances and all transactions affecting the Towns’ Capital Accounts will be
provided to the Towns by the City each spring as soon as the City’s audit is complete. Either Town
may request a balance of their Capital Account at anytime during the year. The City shall provide
said balance within ninety days of-any such request.
SECTION 2 — PIACENTL FACILITY.CAPITAL IMPROVEMENTS
Any principal and interest payments for existing bonding obligations shall be billed based on the
Parties’ capacity allocation (New London — 55%, Waterford — 30% and East Lyme — 15%). For
example if there was $300,000 of principal and interest in a given year from a previously bonded
project, East Lyme would be charged 15% and Waterford would be charged 30% of the total
charged in quarterly payments (East Lyme would owe $45,000/ 4 for quarterly capital payments
of $11,250 while Waterford would owe $90,000 / 4 for quarterly payments of $22,500. If there
are any other capital costs, they would be apportioned in the same manner. The Towns would
have the choice of directing the City to take capital costs from their Capital Account so long as
they keep the minimum balance as determined below.
At the beginning of this Agreement, pre-determined minimum amounts have been set for each of
the Parties’ Capital Accounts. The purpose of this minimum is to create a reserve if a large
emergency expenditure needs to be made quickly in the future. The predetermined amounts were
determined based on each Parties’ capacity allocation: New London (55%), Waterford (30%) and
{102261326.DOCX; v.}


choose to put more money into their Capital Account, it may at any time deliver to the City funds
in any amount greater than $5,000 with direction to deposit the funds into its respective Capital
Account and the City shall immediately deposit the funds into that account.
In the first year of the Agreement, the minimum cost of a Capital Improvement is $50,000, with a
2% increase annually throughout the length of the Agreement.
There will be a line item each year of this Agreement in the Piacenti Facility Operating budget for
“Plant Enhancements Not Meeting the Capitol Improvement Threshold”,.The reason for this line
item is to allow the City the ability to make repairs and small improvements to.the Piacenti Facility
which cost less than the minimum capital improvement threshold as identified in this Agreement.
This “Plant Enhancement” line item.shall be capped at'a total of $250,000 in the first year of the
Agreement; and may increase 2% annually:throughout the Agreement. The City will provide the
Towns with a list of each of the plant enhancements and ‘their cost at the time of the annual
reconciliation. :
Any capital improvements beyond the threshold as identified in this section would come out of
each Parties’ Capital Account proportionally in accordance with their capacity allocation: New
London (55%), Waterford (30%) and East Lyme (15%). If the City determines that a Planned
Capital Project to the Piacenti Facility is necessary, and so long as the capital improvement is over
$250,000 butcurider.$750,000,'and each municipality-has enough funds in its Capital Account to
cover its share of the anticipated cost, then the City is required at a minimum to notify the Towns
in writing before entering into any contract for or spending any money on that Capital
Improvement so that the Towns are aware of these proposed expenditures. The notice to the
Towns should include at a minimum the following; a description of the capital improvement, any
backup documentation including a:court or regulatory order, decree, permit, legislation, regulation
or other reason necessitating the capital improvement, the estimated cost, the anticipated schedule
for construction and payment for the Capital Improvement. Funds will be withdrawn from each
of the Capital Accounts appropriately throughout the project to pay for financial obligations to the
contractor/vendor.
Ifa particular municipality does not have sufficient funds in its Capital Account to pay for its share
of the Capital Improvement, the funds in its Capital Account shall first be expended down to its
minimum amount and the remainder shall be paid into the Capital Account by that Town either in
a lump sum or in installments, provided that payment into the Capital Account shall be made at
least 30 days prior to the day by which the City must make a payment for the Capital Improvement.
If such payments as indicated above are late, then interest shall be paid to the City at a rate equal
to the rate of interest paid by the City for its most recent issue of general obligation bonds plus one
{!02261326.DOCX; v.}
10


from the New London Capital Account, 30% from the Waterford Capital Account, and 15% from
the East Lyme Capital Account.
At no time in this Agreement may either of the Towns request to withdraw funds from its Capital
Account unless it is approved by all Parties. The funds in all of the Capital Accounts may be used
only to contribute to Capital Improvements to the facility and/or other shared sewer infrastructure.
The approach each municipality employs to generate funds for an additional capital contribution
required for a Capital Improvement shall be within the sole discretion of each municipality.
Nothing in this Agreement shall preclude two or more of the Parties from mutually agreeing to a
joint financing mechanism or other financial cooperation.so.long as none of the rights and
expectations the other Party to this Agreement is prejudiced or disadvantaged thereby.
Any Planned Capital Improvement that exceeds $750,000 would be an expense that the City or the
Towns may want to bond to protect their capital account balances. In this event, the City must
notify the Towns in writing by January 1“ of such a planned capital.expense for the coming fiscal
year starting July 1st. . =
The Towns will have until March 1% to respond back to the City if they have questions as to the
need for the Capital Improvement or to better understand the costs of the project. If one or both
of the Towns ‘heeds further ‘clarification:.and/or understanding of the need for the Capital
Improvement, representatives of each Party shall meet at the earliest convenience to discuss the
project in more detail. “Ifone of thé:parties determines after good faith discussions that they still
disagree with the capital project moving forward, the Party which so concludes this shall send an
email to the City Director of Public Utilities by April 1%. At this time, the Party in disagreement
may invoke the dispute resolution mechanism identified in Part VIL, Section 2 of this Agreement
by May 1*. If it does not invoke the dispute resolution mechanism by May Ist, then that Capital
Improvement will proceed as planned.
SECTION 3 — SHARING COSTS FOR CAPITAL IMPROVEMENTS AND O&M FOR THE
USE OF THE EVERGREEN TO PIACENTI FACILITY MAINS AND THE USE OF THE
EVERGREEN PS
The cost for O&M as well as capital expenditures for the Evergreen to Piacenti Facility Force and
Pressure Mains are considered separate from the Piacenti Facility. This infrastructure was
constructed in 1975. Between the years of 1975 thru 1993, only wastewater generated in
Waterford was conveyed through the system. Thereafter, wastewater generated in East Lyme and
certain areas of New London, when New London pumping stations were eliminated and the
{102261326.DOCX; v.}
11


the plant; New London (55%), Waterford (30%), East Lyme (15%). However, under this 2021
Agreement, the conveyance system is exclusively for flow from the Evergreen PS to the Piacenti
Facility and the proportional responsibility for sach O&M and capital expenditures shall be based
on the actual flow from each of the communities.
For the Evergreen to Piacenti Facility Mains
O&M Expenditures — The following constitutes the expenditures for the force/pressure main to
the Piacenti Facility expenditures to be attributed to O&M: field labor, parts, materials, and
equipment associated with single expenditures less than $25,000 including .but not limited too;
annual inspections, cleaning of the pipes, closed-circuit television (CCTV).activities, clearing
stoppages, minor repairs, maintenance, equipment, and chemicals ‘associated with odors and corrosion
control, and other activities associated with O&M of collection systems. The O&M expenditures incurred
during the fiscal year, together with the flow percentages, will be-used to calculate each Party’s cost for
that year and will be billed on the May bill.
Capital Improvements ’- means the acquisition, .construction, ‘reconstruction, rehabilitation,
demolition or replacement of the Evergreen PS to Piacenti Facility Conveyance System, or major
components thereof. Capital Improvements include repairs which cost, exclusive of the labor cost
of City or Town employees, more than $25,000, This figure will increase 2% each year of the
Agreement. Other than the-percentage.of cost sharing, capital expenditures threshold, and
notifications associated, such expenditures with this ‘conveyance system will be handled in the
same manner as capital expenditures associated with the Piacenti Facility as described above. The
Capital Improvements incurred during the fiscal year together with the flow percentages will be
used to calculate the Parties’ cost sharing, to be billed in the same manner as capital expenditures
at the Piacenti Facility. Each of the parties may use the balance in its Capital Account to pay their
share so long as the.Account stays above its minimum balance.
Cost Sharing Distribution —For.a given fiscal year, the percentage of cost sharing for O&M as
well as capital expenditures shall be prorated based on the flow from each community through the
Evergreen PS on the previous fiscal year as follows:
New London percentage — Annual flow metered at: the Chester Street meter, plus the
Boston Post Road meter, plus the Evergreen east meter (from the Niles Hill interceptor),
minus the East Neck meter, then divided by the annual total flow through Evergreen PS.
During fiscal year 2019-2020, this percentage was 17%.
East Lyme percentage ~ Annual flow metered at the Niantic River PS in Niantic, then
divided by the annual total flow through the Evergreen PS. During fiscal year 2019-2020,
this percentage was 27%.
{!02261326.DOCX; v.}
12


associated with the Evergreen PS/ Piacenti Facility main. The threshold for the Evergree
capital expenditures will be a minimum of $10,000, with annual increases of 2%. At its discretion,
and for capital expenditures only, each Town may use its Capital Account as long as its minimum
balance is maintained. The municipality intending to use:such Capital Account will inform
Waterford of such intention. ;
SECTION 4— COORDINATION WITH EAST LYME/WATERFORD AGREEMENT
Waterford and East Lyme (but not the City) agree that the provisions of this Agreement are to be
read and understood in conjunction with any current agreement regarding the use of the Waterford
wastewater conveyance system between East Lyme and Waterford and as between this Agreement
and the said East Lyme/Waterford Agreement, neither.is intended to abrogate:.the rights and
responsibilities stated in the other. ‘Lo the.extent possible, said agreements shall be construed so
as to be harmonious and the separate provisions of each agreement should be construed so that
each would be operative. The City is nota party to the Waterford/East Lyme Agreement and is
not bound by it. 4 S
PART VI— TERM, REOPENING AND TERMINATION OF AGREEMENT
SECTION 1 —- TERM OF AGREEMENT
This Agreement shall-be in effect for a period of twenty (20) years. The Parties shall have the
option.of. extending the Agreement, for another ten (10) years if all Parties agree to such an
extension no less than five (5) years from the end of the original term. At any time before the final five
years of the initial twenty (20) year term, any of the Parties may, by giving written notice to the other
parties, propose to.extend the term of this Agreement for an additional ten (10) years. In such event, each
of the Parties receiving said notice shall respond to said notice within sixty (60) days after receipt of same.
If either of the responding parties refuses to extend the Agreement, it shall provide reasonable and rational
reasons for said refusal. If either-of the responding Parties proposes an extension upon certain conditions
or modifications, it shall give reasonable and rationale reasons for such conditions or modifications. Upon
receipt of the answers from the responding Parties, the Party proposing to extend the term of this
Agreement shall either begin negotiations with the other Parties or withdraw its proposal, in its discretion.
SECTION 2 - REOPENING CONTRACT TO ADDRESS TREATMENT CAPACITY OF
EACH MUNICIPALITY
At any time after five (5) years, any Party to this Agreement may request the Agreement be reopened in
order to negotiate modifications to the allocation of the Piacenti Facility capacity among the parties. Such
request should be in writing and be delivered in accordance with the provisions of Section 11 of this
Agreement, The other parties shall not unnecessarily withhold their participation in such negotiations.
{102261326.DOCX; v.}
13


g
the Piacenti Facility pursuant to the terms of this paragraph, East Lyme agrees to use due diligence
in obtaining all necessary state and/or federal regulatory approvals to use alternative treatment
facilities, and after having obtained such approvals, to pursue.the construction and/or connection
to such alternative treatment facilities with due diligence.’ Physical separation of East Lyme’s
facilities from Waterford’s facilities shall not occur until such alternative treatment facilities are
available to East Lyme.
Not less than the final five years prior to the initial or extended term the City may, by giving written
notice to the Towns, elect to terminate the Towns’ use of the Piacenti Facility at the end of this
Agreement. In such event, the Townsagree to use ‘due diligence in obtaining all necessary state
and/or federalregulatory approvalstouse alternative treatment facilities, and after having obtained
such approvals, to pursue the construction and/ or connection to such alternative treatment facilities
with due diligence. Physical separation of the City's facilities from the Towns' facilities shall not
occur until such alternative treatment facilities are available to the Towns.
If the Towns or City fail:to terminate this Agreement in the manner as identified above, then the
joint use of the Piacenti Facility and shared infrastructure as defined herein shall continue in effect
for another 10 year term after the last day ofthis Agreement under the same terms as this
Agreement. :
It is recognized that if.an eventual separation should occur, either or both of the Towns may be
entitled to reimbursement for any portion of the City's or the other Town's wastewater facilities
for which.either or both of the Towns.have paid a proportionate share which may be of further
usefulness to the City or to the:other Town. Reimbursement with regard to a Town's wastewater
facilities will bé.considered only.if East Lyme becomes separate from Waterford. If the Parties
are unable to agree on the amount of such reimbursement, the question of further usefulness of any
portion of the City's or other Town's wastewater facilities and the value thereof shall be determined
in accordance with the provisions of Part VIII, Section 2 of this Agreement. In determining further
usefulness and value the municipalities and any decision makers invoked pursuant to Part VII,
Section 2of this Agreement shall consider the remaining useful life of the Piacenti Facility and
Waterford's wastewater conveyance system and any improvements and additions thereto as of the
date of separation, the value to the municipality which retains the use of the facility or system, and
the proportion of Capital Improvements paid by each municipality throughout the life of the
facility or system, provided that no reimbursement shall be payable to a municipality which
affirmatively acts to require a separation. The percentage of such value for which either or both
of the Towns shall be reimbursed will be in the same proportion as each Town's share of the
original cost of the Piacenti Facility as determined under a prior agreement between the City and
Waterford dated April 30, 1975, as amended, by Paragraph 15 of the 1990 Agreement. In the event
that East Lyme becomes separated from Waterford's wastewater conveyance system, the
{!02261326.DOCX; v.}
14


will be required from Waterford at the time of East Lyme s separation. Any municipality which
has not elected to terminate shall be entitled to reimbursement of all costs associated with the
separation and with the removal or destruction of any excess facilities. Such costs will be paid by
the municipality or municipalities which have elected to terminate this Agreement.
In the event of separation, each municipality shall receive the balance, including accrued interest,
of its Capital Account. : co
PART VIL— SEPTIC TANK PUMPING AND NITROGEN CREDITS
SECTION I —- SEPTIC TANK PUMPING
Septic tank pumping originating from septic tanks located in either Town or in the City may be
deposited at the Piacenti Facility, subjectto rules:and regulations promulgated by the City with
respect to such deposits, which rules and regulations shall be the same for residents of the Towns
as are established for residents ofthe City. The rate fors.such septage deposits shall be
determined by the City. “Both revenues and expenses from septic tank pumping will be allocated
to each of the Towns in proportion to their actual flow as calculated in the Spring reconciliation
which is detailed in Part Ill Section 1 of this Agreement. The credit would be titled “Septage” on
the New London bill. :
SECTION 2 —- NITROGEN CREDITS
Nitrogen Exchange Program - The Nitrogen exchange program is administered through the State
of CT DEEP: The program provides a credit to facilities that exceed the nitrogen removal goals
set forth by the DEEP. There is also a penalty for underperformance in nitrogen removal. The
credit or penalty depends on the performance of the facility in any given year. Each community
shares in this program based on flow for the program year. Either a credit or penalty will be added
to the annual adjusted bill.»
Both revenues and expenses from Nitrogen Credits will be allocated to each of the Towns in
proportion to their actual flow as calculated in the Spring review.
{!02261326.DOCX; v.}
15


different than how those procedures were followed in the past agreement. In light of this and the
timing of the signing of the new agreement, the Parties agree that in the first year of this
Agreement, the Parties will abide by the intent of this new Agreement while transitioning from the
old Agreement to the new one. Nonetheless, starting in January before the first full fiscal year of
this Agreement, all of the timelines, notifications and other provisions of the new Agreement will
be followed.
SECTION 2-— DISPUTE RESOLUTION
It is the express intention of the parties that all legal proceedings related to this Agreement or to
any rights or any relationship between the parties arising therefrom shall be solely and exclusively
initiated and maintained in the Superior Court for the Judicial District for New London at New
London, Connecticut. The parties each irrevocably consents to the jurisdiction of such court in any
such actions or proceedings, waives any. objection it may have to the laying of the jurisdiction of
any such action or proceeding. It shall be a cofidition precedent to initiating an action in the
Superior Court that the parties have engaged, in non-binding mediation.
THE PARTIES HEREBY EXPRESSLY WAIVE ANY AND.ALL RIGHTS THEY MAY HAVE
TO TRIAL BY JURY. OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT..EXECUTED:OR DELIVERED IN. CONNECTION HEREWITH, OR (2) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO.OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED. IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED
HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
THE PARTIES HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE PARTIES’
CONSENT TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY
SECTION 3 — RIGHT TO ACCESS RECORDS
On reasonable notice and at reasonable times and intervals, all records of the City pertaining to the
Piacenti Facility shall be available for inspection and review by authorized representatives of either
Town and by an independent certified public accountant retained and paid by either Town for such
purposes.
{!02261326.DOCX; v.}
16


AMENDMENT THERETO
New London, East Lyme, and Waterford agree that this Agreement is intended to supersede and
replace their agreement dated January 10, 1990, as amended, and that agreement is hereby declared
null and void.
SECTION 6 - AMENDMENTS AND MODIFICATIONS ONLY IN WRITING
The provisions of this Agreement shall be amended or modified only by written agreement duly
executed by the duly authorized representatives of, the Parties.
SECTION 7 - CHOICE OF CONNECTICUT LAW
This Agreement and any questions concerning its validity or construction shall be governed by the
laws of the State of Connecticut. ;
SECTION 8 —SE VERABILI TY CLAUSE
In the event that any provision of this Agreement shall for any reason be determined to be invalid,
illegal or unenforceable in any respect, the Other provisions shall remain in force and effect, except
that if any portions of this Agreement are determined to be invalid, illegal or unenforceable, the
Towns and the City will negotiate in good faith to reestablish the Sections that are determined to
be invalid, illegal or unenforceable. ‘If after six months of negotiations, mutual agreement is not
reached, any Party may, but is not obligated to, terminate this Agreement in same manner and
subject to the same terms as provided in Part VI Section 3 of this Agreement as if the end of the
term were two years from the date of notice of termination.
SECTION 9 —- NO THIRD-PARTY RIGHTS
Except as may be expressly provided herein, nothing in this Agreement is intended to confer on
any person other than the City of New London and Towns of Waterford and East Lyme any rights
or remedies under or by reason of this Agreement.
SECTION 10 — SINGULAR/PLURAL USAGE
In this Agreement, the use of the singular shall encompass the plural, and vice versa, where
appropriate in the context.
{!02261326.DOCX; v.}
17


y
Chairman
New London Water and Water Pollution Control Authority
13 Masonic Street
New London, Connecticut 06320
Plus, a copy to:
Director
New London Public Utilities
13 Masonic Street
New London, Connecticut 06320
If to Waterford:
Chairman .
Waterford Utility Commission =~
1000 Hartford Road
Waterford, Connecticut 06385
Plus, a copy to:
First Selectman ;
Waterford Town Hall
15:Rope Ferry:Road
Waterford, Connecticut 06385
Plus, :a.copy to:
Director :
Waterford Utility Commission
1000 Hartford Road
Waterford, Connecticut 06385
If to East Lyme:
Chairman :
East Lyme Water and Sewer Commission
PO Box 519
Niantic, Connecticut 06357
Plus, a copy to:
East Lyme Public Works Director
PO Box 519
{102261326.DOCX; v.}
18


triplicate by their duly authorized officers and their respective seals to be affixed hereto, all as of
this day of , 2021.
Signed, Sealed and Delivered in the presence of:
CITY OF NEW LONDON
WATER AND WATER POLLUTION CONTROL AUTHORITY.
By its Chairman,
Barry J. Weiner
Witnesses
TOWN OF WATERFORD
By Robert Brule, First Selectman
As authorized by Board of Selectman and
Representative. Town Meeting »
Witnesses
TOWN OF WATERFORD
UTILITY COMMISSION
By its Chairman,
Kenneth Kirkman
Witnesses
{!02261326.DOCX; v.}
19


APPROVED AS TO FORM:
Brian Estep - Attorney — City of New London
APPROVED AS TO FORM:
Nick Kepple — Town Attorney — Town of Waterford
APPROVED AS TO FORM:
Edward O’Connell - Town Attorney - Town of East Lyme
{!02261326.DOCX; v.}
20


Memo
To: The Board of Selectmen
From: Rawle Dummett
CO Kim Allen
Date: September 9, 2021
Re Bid Award — Goshen Air Conditioning Replacement
Dear Mr. Brule,
Bid Proposals for the above mentioned bid were opened on August 19th, 2021 at 10:00 a.m.
with the attached results. After careful analysis of the submissions, it is recommended that
Dunklee Inc. the lowest qualified bidder, be awarded the contract to complete this project
in the amount of $20,689.00- “) will be available from Line Item 32322-55881 Goshen
1
Rawle Dummett
a +
_” Purchasing Agent,
Town of Waterford

Town of Waterford
Director of Fire Services
204 Boston Post Road
Waterford, CT 06385
08/25/21
To: Rawle Dummett
Purchasing Agent
Town of Waterford
RE: RFP #22-100 Goshen Air Conditioning
Rawle, after reviewing bid documents for the replacement of the air-conditioning system at
Goshen Company 3 with Tom Dembek,; it is my recommendation to move forward with the low
bidder, Duncklee Cooling & Heating.
Director of Fire Services
Michael J. Howley

DUNCKEEECOGLING AND HEATING Si S40.15 5,442.85. ve $20,689 60

Town of Waterford
Board of Selectmen
Request for Proposals
Goshen Fire Department Air Conditioning System
Replacement
Bid form RFP #22-100
The Purchasing Agent will accept Proposals until 11:00 am 19th August 2021 from
qualified firms at 15 Rope Ferry Road Waterford, CT.
DUNCKLEE, INC
Firm Name: 296 Taugwonk d..
Address: Stonington, CT 08378
(880) S35 lunckleeinc.com
aterlal Cost: Ello /5
labor Costes ° av BE
Total cost:$ ZA