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AMENDED AND RESTATED WASTEWATER TREATMENT FACILITIES CONSTRUCTION AND USE AGREEMENT id This Amended and Restated Wastewater Treatment Facilities Construction and Use Agreement (this "Agreement is entered into to be effective as of the 8 7 day of UA.(.p. 2013 (the "Effective Date by and' between the Town of Alpine, Wyoming, a municipality of the State of Wyoming (the "Town and North Star Utility, a Wyoming corporation "North Star" or "NSU ")(collectively, the Town and NSU may be referred to herein as, the "Parties" or individually as, a "Party RECITALS o z (A) The Parties previously entered into a Wastewater Treatment Facilities a m 41, 'Construction and Use Agreement on August 29, 2006 (referred to herein as, the "Prior N o Agreement The Prior Agreement set forth, among other things, the Parties' respective m z financial' commitments for the construction of a new regional 400,000 gallon per day rn z ("gpd") wastewater treatment plant, expandable to 800,000 gpd, and sized to service m o existing and future users within the Town of Alpine and NSU's service area located on c N 2 the north side of the Snake River in Lincoln County, Wyoming (the "Wastewater z g o Treatment Plant The Wastewater Treatment Plant was completed in March, 2009, z D and has a 'total capacity of 1067 Equivalent Residential 'Units (`'ERUs'') based' upon a c 3 maximum daily usage factor of 375 gpd per ERU. The'fin'a'I total' project cost (excluding m financing costs) was $6,601,574, or $6,187 perERU. o (B) The Prior Agreement provided that NSU would prepay for 371 of the 511 ERUs T allocated to NSU and NSU's service area This payment covered NSU's portion of the O Wastewater Treatment Plant capital cost. lh addition to this capit cost, NSU agreed to pay" monthly payments to the Town of Alpine for the treatment and "discharge of wastewater originating from NSU's customers, as well as "readiness to serve 'fees /user fees. To date, NSU has paid $2,065,000 `toward the design and construction 'of 'the Wastewater Treatment Plant, representing 4 at a price 'of':$5,000per ERU, per the terms of the Prior Agreement: NSU has also 'paid $299,026.80'' in 'readiness :to serve" fees /user fees. (C) In the spring of 2011, NSU's sewer force main that was buried under the Snake River became inoperable. As a result, lost the ability to pump wastewater to the Amended and Restated Wastewater .Treatment'Plant Use Agreement 'Town of Alpine "'andNorth`Star Utility Page 1 of 29 o Wastewater Treatment Plant and has been using a temporary permitted facility on the north side of the Snake River until a new force main is constructed to re- connect NSU's wastewater system to the Wastewater Treatment Plant. (D) Since the Wastewater Treatment Plant was completed, a disagreement between the Parties arose concerning the Town's and NSU's respective rights and obligations in the Prior Agreement. Therefore, the Town and NSU participated in mediation on November 8 and 9, 2012, in an attempt to resolve this disagreement. As a result of mediation, the Parties entered into a Memorandum of Understanding on December 31, 2012, (the "MOU which contemplated the Parties executing this Agreement to memorialize the terms and conditions of their settlement as summarized in the MOU. (E) Among other things, the MOU: (i) outlined the Parties' agreement to pursue a combined wastewater utility operation which would reduce the respective Party's operating costs by eliminating duplication of maintenance efforts while maintaining quality service; (ii) set forth a 20 -year economic plan of projected revenues and expenses for both Parties; (iii) outlined the Parties' agreement that NSU would pay 48% of the operations and maintenance expenses directly associated with the Wastewater Treatment Plant (specifically excluding Town debt, and all principal, interest and related costs and fees, associated with the construction of the Wastewater Treatment Plant); (iv) outlined the Parties' agreement that the Town would pay 52% of the operations and maintenance expenses directly associated with the Wastewater Treatment Plant and be solely responsible for the Town's debt and related costs and fees associated with the construction of the Wastewater Treatment Plant; and (v) set forth the terms for the Town's construction of a new force main that will be attached to the State Highway 89 Bridge to reconnect NSU's wastewater system to the Wastewater Treatment Plant (as further defined herein, the "Snake River Bridge Sewer Force Main and the construction of a second force main and lift station that would enable additional commercial property, including but not limited to the property currently owned by Clarence Reinhart and others in the Alpendorf Subdivision, to connect to the Wastewater Treatment Plant (as further defined herein, the "Reinhart Sewer Force Main and Lift Station (F) Since the completion of the MOU on 12/31/2012, the Town, in cooperation with NSU, has made an application to the Wyoming Business Council "WBC for a. Community Readiness Grant for the construction of mile of a 12 -inch water transmission line that would cross the Snake River Bridge. The proposed transmission Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 2 of 29 line would connect the Town's water system to NSU's water system enabling the two systems to eventually operate as a single regional water system. Most importantly, this transmission line would, in the short term, supply water from the Town's wells to properties on the north side of the Snake River that have had difficulties drilling successful wells. The proposed water line would run parallel to the Snake River Bridge Sewer Force Main and would also be suspended from the bridge deck along the west side, requiring considerable disruption to the bridge structure and adjacent embankments. Consequently WyDOT recommends that both proposed water and sewer lines be constructed concurrently. The anticipated concurrent construction may affect the bidding, costs and schedule for both water and sewer lines. Funding for the 12 -inch water Tine was approved at the June 20, 2013 meeting of the State Loan Investment Board (the "SLIB Funds are anticipated to be available in July of 2013. Given this schedule of events, design and bidding will take place in June and July, with construction of the Snake River Bridge Sewer Force Main and water transmission line to begin in August and be substantially completed in 2013. If funding for the water transmission line is not available from the WBC, the Town, in conjunction with NSU, will need to decide if it will construct the Snake River Bridge Sewer Force Main separately, delay both the sewer and water lines and seek other funding for the water line, or seek other short -term funding to construct a portion of the water line that involves the section suspended from the Snake River Bridge. (G) The Parties now desire to amend and restate the Prior Agreement, and replace it in its entirety with this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Prior Agreement shall be amended, restated and replaced in its entirety, as follows: 1. OWNERSHIP, OPERATION AND CAPACITY OF WASTEWATER TREATMENT PLANT. (A) Ownership and Operation; Responsibility for Costs. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 3 of 29 (i) Wastewater Treatment Plant. The Town shall own, operate and maintain the Wastewater Treatment Plant subject to the rules and regulations of the Wyoming Department of Environmental Quality, the United States Environmental Protection Agency, and any other applicable governing bodies, laws, rules or regulations. For the purposes of this Agreement, the Wastewater Treatment Plant shall include the gravity interceptor from the first upstream junction manhole to the Wastewater Treatment Plant, the headworks treatment facilities, main lift station, anoxic and pre- aeration tanks, membrane bio- reactor (MBR), sludge treatment and handling facilities, sludge disposal facilities, the discharge to the Snake River and all related equipment, facilities and appurtenances used for the treatment and disposal of the wastewater and residual solids as shown on Exhibit A. NSU shall pay for 48% of the annual operation and maintenance costs, including repair and replacement costs, for the Wastewater Treatment Plant, and the Town shall pay the balance of 52% of the annual operation and maintenance costs, with the percentage share of responsibility based upon the allocation to the Parties of the ERU's available in the Wastewater Treatment Plant. (ii) Snake River Bridge Sewer Force Main. The Town shall own, operate and maintain the to -be- constructed Snake River Bridge Sewer Force Main subject to accepted industry standards, all applicable manufacturer's recommendations, and the rules and regulations of the Wyoming Department of Environmental Quality, the United States Environmental Protection Agency, and any other applicable governing bodies, laws, rules or regulations. This force main is intended to provide service exclusively to the NSU service area, and NSU shall pay 100% of the annual costs of maintenance and operation including repair and replacement costs, which costs shall be tracked separately by the Town. See Section 1G for expense reimbursement process. The Snake River Bridge Sewer Force Main shall include the buried HDPE force main line that runs from the existing NSU sewer lift station on Lot 36 of Alpine Meadows Subdivision to the Snake River Bridge, the insulated DIP line suspended from the Snake River Bridge Deck, the buried HDPE line that runs from the Snake River Bridge to gravity manhole Y -8 within the Town of Alpine, and all cleanout, air release and flow meter manholes and vaults associated with this line, all valves and fittings associated with the force main, including any heat trace system used to provide frost protection for the line suspended from the Snake River Bridge and all other related equipment, facilities and appurtenances associated with the line. The Town's ownership shall begin downstream of the point of connection to the NSU sewer lift station located on Lot 36 of Alpine Meadows Subdivision as shown on Exhibit A. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 4 of 29 (iii) Lot 36 Lift Station. The Town shall operate and maintain the main raw wastewater lift station located on Lot 36 of Alpine Meadows Subdivision which discharges to the Snake River Bridge Sewer Force Main subject to accepted industry standards, all applicable manufacturer's recommendations, and the rules and regulations of the Wyoming Department of Environmental Quality, the United States Environmental Protection Agency, and any other applicable governing bodies, laws, rules or regulations. The Town shall also own, operate and maintain all new pumping equipment, piping, electrical components and controls to be installed in the lift station located on Lot 36 of Alpine Meadows in conjunction with the Snake River Bridge Sewer Force Main project in the event existing pumping equipment, piping, electrical components and controls are found to be insufficient or unsuited for the new application..All other equipment and facilities of the Lot 36 sewer lift station including the existing manholes, intake and connection piping, standby generator, electrical service and flow meter (to be relocated from the existing location on the south side of the Snake River) shall be owned by NSU, which equipment and facilities NSU shall leave in service at the Lot 36 Lift Station for the term of this Agreement. This lift station provides service exclusively to the NSU service area, and NSU shall pay 100% of the annual costs of maintenance and operation including repair and replacement costs, which costs shall be tracked separately by the Town of Alpine. See Section 1G for expense reimbursement process. NSU shall also grant to the Town an easement for the operation and maintenance of the Lot 36 sewer lift station that runs with the term of this Agreement. The easement shall allow the Town and its staff to use the roads within the Alpine Meadows subdivision to access Lot 36 and perform regular maintenance and repairs to the lift station. If this Agreement is terminated, the Town agrees to execute all documents necessary to terminate this easement within 30 days of notification from NSU. (iv) Shared Gravity Sewer Main. The Town shall own, operate and maintain the existing shared gravity sewer main that conveys wastewater from the Snake River Bridge Sewer Force Main to the Wastewater Treatment Plant, subject to accepted industry standards, all applicable manufacturer's recommendations, and the rules and regulations of the Wyoming Department of Environmental Quality, the United States Environmental Protection Agency, and any other applicable governing bodies, laws, rules or regulations. This shared gravity line includes all manholes and collection main lines from the point of discharge of the Snake River Bridge Sewer Force Main (Manhole Y -8, Station 23 +02) to the first manhole upstream from the Wastewater Treatment Plant Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 5 of 29 P (Manhole 2A, Station 0 +88). This gravity sewer will be shared by NSU and the Town. Due to the existence of multiple intervening gravity sewer lines that serve the Town along the Shared Gravity Sewer Main, and logistical difficulties in accurately determining maximum contributory sewer flows at all points along the Shared Gravity Sewer Main, operation and maintenance costs for this gravity sewer, including repair and replacement (other than for reasons of inadequate capacity noted subsequently) shall be shared equally between NSU and the Town. Section 1(G) below shall control the expense reimbursement process. The section of gravity sewer from the discharge point of the Snake River Bridge Force Main (Manhole Y -8) to the junction manhole connected to the inoperative NSU force main (Manhole X -5) was paid for 100% by the Town. This section of gravity sewer was designed to accommodate the anticipated future build -out needs of the upstream service area within the Town but has a limited capacity. Therefore, costs to upgrade this gravity sewer to accommodate the NSU flows that exceed the existing capacity shall be borne exclusively by NSU, so long as build -out flows of the Town's upstream service area remain within original design parameters. In the event build -out flows of the Town's upstream service area exceed original design parameters, replacement costs will be shared between NSU and the Town on a pro -rata basis of the then determined, respective capacity requirements. To the extent any segment of the Shared Gravity Sewer Main requires replacement for reasons other than inadequate capacity, replacement costs will be shared equally between NSU and the Town. (v) Reinhart Sewer Force Main and Lift Station. The Town shall own, operate and maintain the to -be- constructed Reinhart Sewer Force Main and the associated raw wastewater lift station serving the Alpendorf Subdivision and adjacent upstream properties, subject to accepted industry standards, all applicable manufacturer's recommendations, and the rules and regulations of the Wyoming Department of Environmental Quality, the United States Environmental Protection Agency, and any other applicable governing bodies, laws, rules or regulations. The force main is anticipated to run from the future lift station to be located within the Alpendorf Subdivision, along the highway right of way, bored under Highway 89 and connected to the existing 4 -inch force main that serves the Targhee Landing development. This force main sewer and raw wastewater lift station serves only the Alpendorf Subdivision and adjacent upstream properties. Pursuant to this Agreement, and an agreement to be reached between Alpendorf Subdivision property owners and NSU, Alpendorf Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 6 of 29 Subdivision property owners and such upstream users shall be NSU customers. Therefore, NSU shall be 100% responsible for the cost of operation and maintenance of this infrastructure including repair and replacement costs, which costs shall be tracked separately by the Town. If infrastructure replacement or expansion is required, the Town and NSU shall mutually agree upon a timeline, project cost estimate and credit from the reserve funds held specifically for the asset being replaced. See Section 1G for expense reimbursement process. If Alpendorf Subdivision property owners and NSU are not able to reach Agreement regarding infrastructure cost share or a standard customer agreement, this sub section (v) of the Agreement shall not apply and shall be deemed void and of no further force or effect. (B) System Capacities (i) Wastewater Treatment Plant. The current plant has a maximum day flow capacity of 400,000 gpd with maximum peak hour flow of 600,000 gpd (417 gallons per minute "gpm The maximum day BOD loading is 1001 Ibs /day and maximum nitrogen loading is 100 Ibs NH -N. The Wastewater Treatment Plant has been configured with the ability to double its size in the future, with the construction of a similar parallel treatment system, to accommodate a maximum day flow of 800,000 gpd. (ii) Snake River Bridge Sewer Force Main. The section of the to -be- constructed buried force main (proposed to be an 8 inch DR -11 HDPE) will have a capacity of about 950 gpm based upon limiting downstream components. The section of the to -be- constructed force main suspended from the Snake River Bridge (proposed to be a 6 -inch Pressure Class 350 DIP) will have a maximum capacity of about 950 gpm based upon a maximum velocity of 10 fps. (iii) Lot 36 Sewer Lift Station. Existing pumping equipment currently installed at the Lot 36 Lift Station shall be evaluated for adequacy in the Snake River Bridge Sewer Force Main application prior to design of any upgrades. The Lot 36 Sewer Lift Station is expected to have a minimum capacity of about 300 gpm based upon the operation of a single pump. The capacity may be increased with the use of larger capacity pumps, subject to the joint approval of the Town and NSU. (iv) Shared Gravity Sewer Main. Attached Exhibit C shows the full flow capacity of the shared gravity sewer main in gallons per minute for each section based upon record Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility GR) Page 7 of 29 data and standard roughness factors for PVC pipe. Higher flows would likely result in the surcharging of the gravity sewer and are not recommended for long term operation. (v) Reinhart Sewer Force Main and Lift Station The Reinhart Sewer Force Main (proposed to be a 4 inch DR -11 HDPE) is expected to have a capacity of 330 gpm based upon a maximum velocity of 10 fps. The Reinhart Lift Station (proposed to be a duplex station) is expected to have a capacity of about 125 gpm based upon the operation of a single pump. The capacity may be increased with the use of larger capacity pumps, subject to the approval of the Town and NSU. (C) Allocation of ERUs. The Town allocates 511 ERUs in the Wastewater Treatment Plant to NSU for customers within NSU's service area (as it may be amended). The Town allocates the remaining 556 ERUs in the Wastewater Treatment Plant for its customers on the south side of the Snake River. (D) Discharge. The Town shall discharge all treated effluent from the Wastewater Treatment Plant under its existing permit issued by the Wyoming Department of Environmental Quality, Permit WY0035611, as amended or expanded, and the Town shall comply with all applicable rules and regulations with respect to its operation and maintenance of the Wastewater Treatment Plant. (E) Exclusive Treatment of Wastewater; Potential Expansion. Once NSU's wastewater infrastructure is reconnected to the Wastewater Treatment Plant, as contemplated herein, and as long as the integrity of such connection is maintained, NSU agrees that it will receive all necessary wastewater treatment services from the Wastewater Treatment Plant and NSU shall not utilize any additional or secondary treatment plant so long as sufficient capacity exists in the Wastewater Treatment Plant to service NSU's customers. In the event that it becomes apparent to either Party that the Wastewater Treatment Plant's capacity is no longer sufficient, the Parties agree to work cooperatively together to expand the capacity of the Wastewater Treatment Plant in an amount necessary to accommodate actual need up to its maximum build -out capacity estimated at 800,000 gallons; provided, however, that the Party requiring additional capacity shall be responsible for the costs associated with such expansion. If both parties require additional capacity, costs shall be split proportionately based upon each party's percentage of the required additional capacity. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 8 of 29 (F) Fees for Use of Wastewater Treatment Plant. The budget and fees associated with the operation and use of the Wastewater Treatment Plant are discussed in Section 4 below. (G) Dedicated Account for Wastewater Treatment Plant, the Snake River Bridge Sewer Force Main, the Lot 36 Sewer Lift Station and the Reinhart Sewer Force Main and Lift Station Expenses and Revenue. The Town shall also maintain a dedicated account for all expenses related to the operation, maintenance and administration of the assets listed in the title of this subsection (G) which shall be used to make adjustments in the annual revenue to be paid to the Town by NSU hereunder. NSU shall have access to these financial records. The annual budget for this account shall be submitted to NSU for its review at least 30 days prior to final approval by the Town as a part of their annual budget preparation process. For NSU cost obligations in Section I(A)(i), the Town and NSU expect the initial budget to be similar to the FY2014 budget provided in Exhibit B. If actual expenses are projected to exceed budget by more than 5 the Town shall seek approval for budget variance from NSU prior to approving the budget. After the first year, the Town shall have the right to approve the annual budget without approval by NSU unless the projected budget increase from the immediately preceding fiscal year's budget is more than 5% from the projected budget in Exhibit B in which case NSU approval is required. For NSU cost obligations in Sections I(A)(ii), I(A)(iii), l(A)(iv) and I(A)(v), the following process shall apply. The Town and NSU shall prepare and jointly approve the initial budget for all costs cited above no later than October 31, 2013. If actual expenses are projected to exceed budget by more than $5,000, the Town shall seek approval for budget variance from NSU prior to authorizing the work. After the first year, the Town shall have the right to approve the annual budget without approval by NSU unless the projected budget increase from the immediately preceding fiscal year's budget is more than $5,000 cumulatively in which case NSU approval is required. NSU will pay budgeted expenses pro -rated on a monthly basis. Actual expenses will be reviewed annually within 90 days of the Town's fiscal year end (the Town's fiscal year end is June 30 as of the Effective Date). NSU shall pay any additional monies owed based on actual expenses within 90 days of the end of such fiscal year and receipt of written notification from the Town along with appropriate supporting information. The Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 9 of 29 TOA shall refund to NSU any excess funds collected but not expended during the prior fiscal year within 90 days of the end of such fiscal year. (H) Reserves Analysis for Wastewater Treatment Plant. The Town has completed a detailed inventory of the essential equipment and facilities at the Wastewater Treatment Plant. The inventory includes for each major component: the replacement cost, anticipated life, current age and anticipated date of replacement for the purpose of determining an adequate long term reserve fund to set aside on an annual basis. NSU and the Town shall fund their respective shares of the Wastewater Treatment Plant annual reserve fund obligation with NSU paying 48% and the Town paying 52% of the annual reserve amount paid into the reserve fund. The long -term reserve Wastewater Treatment Plant fund balance as of 6/30/2013 is estimated at $652,637. The Town and NSU agree the minimum Tong -term reserve balance shall not be reduced below $250,000 plus the Alpine Wastewater Reserve fees starting in FY2014 as stated on Exhibit B without prior approval of the Town and NSU. Reserve funds shall only be used for equipment replacement of the Wastewater Treatment Plant unless jointly agreed upon by the Town and NSU. The Town and NSU agree to set aside a total of $50,000 in FY 2013 for the reserve account to provide for future equipment replacement and repairs at the Wastewater Treatment Plant. This total annual amount contributed would increase to $80,000 in FY 2014 and then increase by a total of $5,000 each year until reaching a total annual amount of $130,000 in FY 2024, as shown in Exhibit B, at which amount the annual reserve contribution would be maintained for the term of this agreement. The long -term reserve balance and annual amount set aside for reserves would be reviewed by the Town and NSU every five years, starting in June of 2018, to determine if adjustments are necessary based upon actual costs and then anticipated future costs and to insure adequate funds are available. NSU shall have the right to review and comment on the final reserve recommendation in advance of its approval by the Town. In the event of a major repair, major equipment replacement or other major cost critical to the operation of the Wastewater Treatment Plant that exceeds the amount of the accumulated reserve fund, the Town and NSU shall each be required to contribute on a 52% Town 48% NSU basis to the reserve fund to make up any shortfall. The contributions shall be due 30 days after a determination of need is made by the Town for the additional funds, or other mutually agreed upon schedule. Late payments from NSU to the Town shall be subject to a $500 fee plus interest at the rate of 1.0 per month. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 10 of 29 The Town shall maintain a short-term repair and maintenance fund with annual contributions made as a part of the normal Wastewater Treatment Plant operation and maintenance budget. The fund shall be kept in a money market fund or other readily available account to allow for unexpected equipment repairs and emergencies which are not already addressed and reserved as a result of the inventory detail set forth above. The amount to be kept in this fund shall be determined on an annual basis by the Town as a part of its annual budgeting process. At the end of each year, any excess reserve repair funds may be transferred into the reserve fund for the Tong -term repair and replacement of equipment for the Wastewater Treatment Plant. A similar reserve analysis shall be completed for the Reinhart lift station, the Shared Gravity Sewer Main and Lot 36 Lift Station improvements (that the Town has installed) once this work is constructed and operational. The reserve analysis shall require approval by the Town and NSU and shall be reviewed and updated every five years in conjunction with Wastewater Treatment Plant review. Once constructed, as a part of its normal operation and maintenance budget for the Reinhart Lift Station, the Shared Gravity Sewer Main and Lot 36 Lift Station improvements, the Town shall include an annual contribution to a reserve fund for the replacement costs of the major equipment associated with the lift station such as pump, controls, electrical components and other items anticipated to be replaced over the life of the facility. These funds shall be kept in a separate reserve account dedicated specifically for the replacement of equipment associated with these facilities. (I) Operation and Maintenance Costs for Wastewater Facilities. The operation and maintenance costs for the Wastewater Treatment Plant, Snake River Bridge Sewer Force Main, Lot 36 Lift Station, Shared Gravity Sewer downstream of Force Main Connection and Reinhart Sewer Force Main and Lift Station Main shall include salaries and benefits for labor, utility costs, supplies, equipment, materials, chemicals, professional services, training, vehicle time and expenses, testing, repairs, insurance, administration, legal services and other directly related items necessary for the safe, environmentally sound and professional operation of the listed facilities to insure compliance with applicable DEQ and EPA rules, regulations and standards, all subject to review by the Parties as set forth above. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 11 of 29 z C (J) Discharge Requirements. NSU will adopt rules and regulations for its customers detailing its wastewater policies. Such policies shall include discharge limitations wherein no NSU customer may discharge any waste in violation of the Town's ordinances currently in force and as they may be amended from time to time (the Town shall forward any applicable ordinances and amendments to NSU promptly after adoption). NSU agrees to adopt provisions in its wastewater policies which allow the Town to seek recourse directly from any NSU customer in violation of these ordinances including assessing fines and /or legal fees commensurate with the Town of Alpine's standard operating protocol. The Town shall be a third party beneficiary of this provision in NSU's rules and regulations. NSU shall cooperate with the Town in any such enforcement action. 2. FINANCING AND CONSTRUCTION OF NEW SEWER FORCE MAINS. (A) Mineral Royalty Grant to Town of Alpine. The Town received approval on August 9, 2012, for a Mineral Royalty Grant (the "Force Main Grant to complete the design and construction of the Snake River Bridge Sewer Force Main and the Reinhart Sewer Force Main and Lift Station. The Town agrees to assume responsibility for the ownership and operation of these new force mains, as set forth above, along with the design and construction of all facilities and related appurtenances associated with the Force Main Grant application. (B) Management of Construction; Accounting; Records. As the Force Main Grant recipient and owner and operator of these sewer force mains, the Town shall serve as the lead entity with final responsibility for all decisions and actions taken regarding the force main construction project as described above in Section 2(A). The Town shall also be responsible for all financial matters related to the construction of the sewer force mains, including the disbursement of funds, record keeping and accounting. The Town and NSU agree that all construction work shall be competitively bid to ensure a fair and transparent use of public and private funds. The Town shall be responsible for maintaining all records and accounting for these force main projects. The State of Wyoming and NSU shall have the right to inspect or audit the Town's books and records at any time as all financial records for the project will be made public information. (C) Force Main Budget. The total estimated budget for the two sewer force main projects referenced above in subsection 2(A) including, design, permitting, Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 12 of 29 administration and contingencies is $877,000, as itemized on the May 31, 2012, Force Main Grant application to the State of Wyoming (the "Force Main Budget The actual cost to construct the two sewer force main projects is referred to herein as, the "Force Main Cost To avoid the situation where the Force Main Cost exceeds the Force Main Budget, the Town agrees to seek competitive bids for the two projects with the goal of entering into a contract (or contracts if more than one contractor) with the lowest qualified bid price (or prices) that is 90 or less, of the available Force Main Budget, minus costs for permitting, design and administration. (i) Bids Less than 90% of the Available Force Main Budget. The Town agrees to enter into a contract with the lowest price qualified bidder (or bidders). Payment for the Force Main Cost shall be as follows: (a) Town of Alpine Share of Cost. The Town will be responsible for 75% of the Force Main Cost up to the maximum amount of $657,750 or the maximum amount of MRG -13116 authorized by the SLIB. (b) NSU Share of Cost. NSU shall be responsible for 25% of the Force Main Cost up to a maximum of $219,250, representing the local matching funds required for the Force Main Grant funding. (c) Unforeseen Additional Contract Costs. In the event there are unforeseen additional costs that are incurred after the Town enters into a contract with the lowest qualified bidder (or bidders) that exceed the Force Main Budget, the Town shall apply to the SLIB for additional grant funds for 75% of the additional cost. Within 60 days of notification from Town, NSU shall pay 25% of any such additional cost to the extent it is Tess than $25,000 cumulatively. If NSU's 25% share of such additional costs are $25,000 or more, the Town shall seek approval from NSU for payment of such additional cost prior to incurring the unforeseen cost. Such approval shall not be unreasonably withheld. If the Town is unable to obtain the anticipated additional grant funds for the additional costs, the Town and NSU shall enter into negotiations to secure the necessary additional funds. In the event that the Town and NSU are unable to come to terms for payment of the additional costs, the Town, subject to NSU approval not to be unreasonably withheld, shall seek an emergency loan Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 13 of 29 from the SLIB, which loan will be repaid through additional fees added to the operation costs of the sewer force mains referenced in subsection 2(A) above. Additional costs incurred by the Town to apply for any additional grants and loans would also be added to the cost of the project or operating costs for these sewer force mains. The budgeting process outlined in Section I(G) shall apply. Under no circumstance, shall the Town incur additional cost as a result of cost overruns. (ii) Bids Exceed 90% of the Available Force Main Budget. In the event that the lowest qualified bid (or bidders) price for the two force main projects exceeds 90% of the Force Main Budget minus costs for permitting, design and administration, the Town agrees to consult with NSU and pursue one or more of the following options: (a) Modify the project scope and /or negotiate with the lowest qualified bidder (or bidders) so that the Force Main Cost is less than 90% of the adjusted Force Main Budget, with payment for the project proceeding in accordance with section (i) above; (b) Rebid the project with the same or modified scope with the intent of obtaining a lower cost qualified bid less than 90% of the Force Main Budget, with payment for the project proceeding in accordance with section (i) above; (c) Delay the project and seek additional funding to increase the available Force Main Budget with payment to be in accordance with section (i) with adjusted numbers for the project budget; (d) Enter into negotiations with NSU to devise a method for funding the project based upon a bid (or bids) that exceeds 90% of the Force Main Budget. (e) Seek emergency grant funds from the SLIB to pay for the additional costs with all other costs paid in accordance with section (i) above; Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 14 of 29 'w3 P (f) Seek an emergency loan from the SLIB, subject to NSU approval, not to be unreasonably withheld, to pay for the additional costs which loan would be repaid through additional fees added to the operation costs of the sewer force mains, with all other costs paid in accordance with section (i) above. Under no circumstance, shall the Town incur additional cost associated with cost overruns. Additional costs incurred by the Town to seek additional grant or loan funding for this project which exceed the total project budget would be added to the cost of the project or operating costs for the sewer force mains. (iii) The Town also plans to install the 12 inch water transmission line across the Snake River Bridge, as referenced in Recital F above, at the same time that the Snake River Bridge Sewer Force Main is installed. The total budget for the proposed water transmission line project including, design, permitting, administration and contingencies is $550,250 as itemized in the February 27, 2013 grant application to the Wyoming Business Council. NSU has no cost obligation for the water transmission line project under the budget. If the project exceeds budget, the Town shall first seek funding for any shortfall from the State. Thereafter, the Town shall follow the same process outlined in 2(C)(ii) to either modify the project or obtain alternate funding to complete the project. The initial cost estimate for the Sewer Force Main Project did not anticipate the water transmission line project therefore it did not take into account potential cost savings from sharing permitting, engineering, administrative and construction costs across two projects. The Town will seek to reduce costs for each project through efficiencies gained by completing concurrent construction. Where appropriate, feasible and cost effective, the Town plans to share common costs on a 50/50 basis with NSU for certain components of the projects related to permitting, engineering, administration and construction. The Town will track all common costs associated with the two projects and provide copies of the backup cost information to NSU along with delivery of any invoice to NSU for its share of such costs. (iv) NSU Funds. It is anticipated that NSU's funds for its share of the Force Main Cost will come from in kind contributions, tap fees, user fees and special Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 15 of 29 assessments in NSU's service area and otherwise from NSU. These funding sources for NSU's share of the Force Main Cost may include, but are not limited to (and are not required to include), the following: (a) Fees obtained for new customer services within NSU's system, including, but not limited to a cash payment by the owner of the Reinhart Alpendorf Subdivision property. NSU and the Town shall seek to reach an agreement for service on the Reinhart property. However, if NSU and the Town are not able to reach a reasonable agreement for new service to the Reinhart property, then the proposed infrastructure project as reflected in the Force Main Grant application may be amended to exclude this component of work. If this component of the work is not included in the project to be paid for from the Force Main Grant, then NSU's share of the Force Main Cost is estimated to be reduced by $56,134.50 (equivalent to 25% of the anticipated cost of the Reinhart work totaling $224,538). (b) Cash proceeds, if any, paid to NSU from a warranty for the failed force -main sewer river crossing which is currently in negotiation. Specific payment amounts, if any, have not yet been determined. (c) "In- kind" engineering and design services provided by NSU under the direction of the Town based on then current Meridian Group, Inc., hourly engineering rates. Such "in- kind" services shall be limited to services valued up to $25,000 (which "in- kind" services must be submitted by the Town of Alpine Engineer and approved by the SLIB as part of the Force Main Grant matching funds). (d) Additional cash contributions, special assessments, and fees from NSU or NSU customers. Items (a) through (d) above represent anticipated sources of revenue for NSU's funding obligations for the Force Main Cost. However, NSU reserves the right to pay its share of the Force Main Cost from any source of funds (i.e., it is not required that these funds come from the Alpendorf Subdivision property owners or as a result of a successful warranty claim as stated above). Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 16 of 29 (D) Payment of Force Main Cost. So long as acceptable to the SLIB, NSU shall provide its share of the Force Main Cost in accordance with the timing of Town draws from the Force Main Grant. For purposes of clarity and stated another way, NSU will not provide its share of the Force Main Cost at the project's inception, but rather in accordance with actual projects costs and associated Town payment requests submitted to the SLIB as the project proceeds. NSU shall provide its share of the project cost to the Town no later than .25 days after a pay request is approved by the Alpine Town Council. Payments made after the 25 day period will be considered delinquent and subject to a $500 late fee and interest at the rate of 1.0 per month (12% APR). (E) Engineer to Oversee Construction. The Parties stipulate that the Town has engaged Rendezvous Engineering, P.C., of Jackson, Wyoming, a knowledgeable and qualified licensed professional engineer, to assist the Town in the design, bidding, quality control and construction management of the Snake River Bridge Sewer Force Main, and, potentially, water line construction projects contemplated herein. The engineer shall assist the Town in soliciting competitively priced bids and construction contracts that are within the established budgets and funding limitations. The Town shall also solicit an engineering services proposal from Rendezvous Engineering specific to the sewer and water construction projects contemplated herein. The Town shall ensure that the bid is competitive prior to approving Rendezvous Engineering for the construction oversight work. All engineering and construction contracts, documents and bids will be made available to NSU for its review and comment prior to final acceptance or completion. The Town's engineer shall consider all value engineering recommendations provided by NSU's engineer with respect to the project design. (F) Schedule for Completion of Force Main. A tentative schedule for construction of the Snake River Bridge Sewer Force Main project is provided in the Force Main Grant application dated May 31, 2012. A final completion date of 2013 is anticipated based upon the assumptions provided in the application and the timing of available funds. 3. REPAIRS AND MAINTENANCE; OWNERSHIP OF ADDITIONAL INFRASTRUCTURE; NEW CUSTOMERS (A) Responsibilities for Repairs. NSU shall be solely responsible for all expenses related to the repair and maintenance of all NSU assets. The Town shall be solely Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 17 of 29 D( responsible for all expenses related to the repair and maintenance of its assets with the exception of the five following facilities: (i) the Wastewater Treatment Plant (all repairs to the Wastewater Treatment Plant shall be subject to the 48/52% allocation between NSU and the Town for annual costs and expenses and reserve fund expenses related to the Wastewater Treatment Plant, as detailed in Section 1(A) above); (ii) the Snake River Bridge Sewer Force Main, (all repair costs shall be 100% the responsibility of NSU); (iii) the Lot 36 Lift Station (all repair costs shall be 100% the responsibility of NSU); (iv) the Shared Gravity Sewer, from the point of the Snake River Bridge Force Main connection to the first junction manhole upstream of the Wastewater Treatment Plant, (repair costs are to be shared between NSU and the Town split 50 %150 and v) the Reinhart Sewer Force Main and Lift Station, if developed, (all repair costs shall be 100% the responsibility of NSU). Both the Town and NSU shall be required to provide valid proof of insurance to the other party for all utility infrastructure owned by the respective parties. NSU shall be solely responsible for its own reserves for its infrastructure and for its own administrative costs not otherwise provided for in this Agreement. The Town shall be solely responsible for its own reserves, for its infrastructure including its collection and distribution system, and for its own administrative costs not otherwise provided for in this Agreement. A separate account shall be established for the Wastewater Treatment Plant reserves (as provided in Section 1(G) and (H) above). (B) The Town shall own and operate the Snake River Bridge Sewer Force Main and necessary new lift station components and the Reinhart Sewer Force Main and Lift Station serving the Alpendorf Subdivision (if developed, and as depicted in the attached Exhibit A) and adjacent areas. The utilization of NSU's infrastructure shall be determined on a case -by -case basis to insure connection of new North Star customers to the Wastewater Treatment Plant and fair compensation shall be considered for any recapture fees to third parties as a result of private infrastructure completed by entities Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 18 of 29 other than NSU. Notwithstanding the above, the Town agrees that if the Alpendorf Subdivision property owners connect to the Wastewater Treatment Plant, the Alpendorf Subdivision property owners and any other new customers on the north side of the Snake River shall be NSU customers. (C) New NSU Customers and Fees. NSU shall not unreasonably withhold access by future customers to the NSU infrastructure, provided NSU is able to negotiate and receive fair and reasonable tap fees, user fees and recapture fees consistent with the fee structure offered to all existing customers. All tap fees, user fees and recapture fees charged by NSU shall be disclosed to the Town upon request. 4. PROJECTED INCOME AND EXPENSES FOR WASTEWATER TREATMENT PLANT, SNAKE RIVER BRIDGE SEWER FORCE MAIN, LOT 36 SEWER FORCE MAIN, SHARED GRAVITY SEWER AND REINHARD SEWER FORCE MAIN AND LIFT STATION. The Town is solely responsible for establishing the necessary budgets to insure its proper compliance with this Agreement and the maintenance and operation of the Wastewater Treatment Plant, the Snake River Bridge Sewer Force Main, the Lot 36 Lift Station, the shared gravity sewer downstream of the connection point of the Snake River Bridge Force Main and Reinhart Sewer Force Main and Lift Station. (A) The Town agrees to provide wastewater treatment and discharge service to NSU and its customers in exchange for the fees described in this Section. The Town shall receive revenue from NSU in general accordance with the attached Exhibit B and as further described in this section. Exhibit B projects anticipated income and expenses for the Wastewater Treatment Plant from Fiscal Year 2013 through Fiscal Year 2032. The Parties understand that Exhibit B is an estimate only and actual income and expenses will govern the Parties' respective obligations in the future based on the terms of this Agreement. (1) User Fees for Wastewater Treatment Plant. The Town will charge NSU a fee for the treatment and discharge of wastewater originating from NSU's customers (a "User Fee User Fees shall be due on the 25th day of the month and shall be subject to a late fee of $100 and 1% interest if the User Fee is not paid by NSU by the 25 of every month. Annual User Fees paid by NSU shall be based upon 48% of the total actual operation and maintenance cost of the Wastewater Treatment Plant, excluding the Town's debt but including NSU's Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 19 of 29 share of necessary reserve funds to replace the Wastewater Treatment Plant's equipment in accordance with the agreed upon inventory and schedule outlined in Section 1(H) above. NSU shall make User Fee payments in general compliance with attached Exhibit B starting on July 1, 2012, the beginning of the Town's Fiscal Year 2013, with annual adjustments based upon actual costs. NSU's User Fee payment for Fiscal Year 2013 shall be made in full no later than June 30, 2013 with no late fees or interest accruing for the year. User Fee payments by NSU to the Town for future fiscal years shall be made on a monthly basis pursuant to the terms outlined above. Because User Fee payments made by NSU shall be based on actual costs, the Town shall review the actual operation and maintenance costs (excluding debt service as stated above) associated with the Wastewater Treatment Plant at the end of each fiscal year. As a result of such review, if an increase in payment is necessary to the User Fee payments made by NSU during the prior fiscal year, the Town shall invoice such amount, as appropriate, to NSU no later than September 1 of each subsequent fiscal year. NSU shall pay any such amount by September 30. If a decrease in payment is necessary, the Town shall issue a refund to NSU no later than September 30 of each subsequent fiscal year. Whether or not a refund or additional payment is owed, the Town shall provide NSU a copy of the Town's annual budget summarizing the actual annual wastewater treatment operation costs no later than August 15th of each subsequent fiscal year. (ii) ERU Purchases; Potential Adjustment in Calculation of ERU. NSU shall purchase from the Town additional ERUs (such ERU payments are also known as and referred to as "Capacity Fees as set forth in Exhibit B, based upon 98 new connections, or taps (8.1667 connections/ taps per year, with each such connection /tap requiring an ERU), starting in Fiscal Year 2020 and continuing through Fiscal Year 2031 at rates set forth in Exhibit B. NSU's first Capacity Fee payment will be due on December 31, 2019 for the first six months of Fiscal Year 2020, and thereafter NSU's Capacity Fee payment for each subsequent fiscal year shall be due on June 30 for the prior fiscal year. NSU shall have the right to pre purchase ERUs and any such pre purchases shall be applied towards the next occurring ERU purchase obligation set forth in Exhibit C. NSU will pay Capacity Fees for up to 98 additional ERUs as follows: $7,500 per ERU through 2020, increasing up to 12.5% more or $8,438 per ERU from 2021 -2026, increasing up to 12.5% more or $9,492 per ERU from 2026 -2030 and then Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 20 of 29 $10,679 per ERU for 2031. The Town agrees to these Capacity Fee prices in consideration for NSU's purchase commitment as set forth in Exhibit B. However, with respect to any additional Capacity Fees /ERUs that NSU may purchase that it is not committed to purchase as a result of this Agreement, NSU shall pay no more for each ERU than any other Town customer was required to pay or would have been required to pay within the prior twelve months of such purchase by NSU. The 1067 ERUs available in the Wastewater Treatment Plant are based on the original maximum day design estimate of 375 gpd per ERU. The Town agrees to re- evaluate the calculation of each ERU after obtaining a minimum of five (5) years of actual flow data after the Effective Date of this Agreement. Any resulting adjustment in the calculation of an ERU that affects the total number of ERUs available in the Wastewater Treatment Plant shall be allocated proportionately to NSU and the Town (48% and 52 respectively) at no additional cost. Any adjusted allocation will be based upon NSU's commitment for 511 ERUs plus any additional ERUs, above and beyond the 511 ERUs purchased by NSU after the Effective Date. (As an example, and for purposes of clarification only, if it is determined as a result of such re- evaluation of the capacity of the Wastewater Treatment Plant that there are 1500 ERUs available in the plant (1067 ERUs was original number) and NSU has 511 ERUs at that time, NSU shall then be allocated an additional 209 ERUs so that it owns a total of 720 ERUs and the Town would own the balance of 780 ERUs). (iii) Costs for Snake River Bridge Sewer Force Mail, Lot 36 Sewer Lift Station, Shared Gravity Sewer, Reinhart Sewer Force Main and Lift Station. The Town of Alpine and NSU shall prepare and jointly approve the initial budget for all costs for the operation and maintenance of the assets listed above in the title of this subsection (iii) no later than October 31, 2013. If actual expenses are projected to exceed budget by more than $5,000 cumulatively, the Town shall seek approval for budget variance from NSU prior to authorizing the work. After the first year, the Town shall have the right to approve the annual budget without approval by NSU unless the projected budget increase is more than $5,000 cumulatively of the prior fiscal year's budget in which case NSU approval is required. NSU will pay budgeted expenses pro -rated on a monthly basis. Actual expenses will be reviewed annually within 90 days of fiscal year end. NSU shall Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 21 of 29 pay any additional monies owed within 30 days of receipt of written notification from the Town along with appropriate supporting information. The TOA shall refund any excess funds collected but not expended during the prior fiscal year within 90 days of such fiscal year end. The Town will maintain separate records of all costs associated with the operation and maintenance of these assets. NSU's payment shall be due on the 25 day of the month and shall be subject to a $100 late fee and 1% interest per month if the User Fee is not paid by NSU by the 25 of every month. A separate reserve account will be established for the Reinhart Sewer Force Main and Lift Station following completion of that project. The approval process shall be the same as detailed in I(H) but shall be solely the responsibility of NSU to fund. (iv) Dry Meter Fees. As detailed in Exhibit B, in order to provide adequate revenue to pay ongoing and future debt service, the Town anticipates implementing, to the extent legally feasible, a dry meter fee no later than Fiscal Year 2021 for lots that have access to the Town's sewer system but have not already connected to the sewer collection system or are not paying regular monthly user fees. In Fiscal Year 2021 the Town's debt service payments shall increase by approximately $218,000 per annum. If the Town's revenues exceed it's share of operating costs, reserves and debt service costs and the Town has 110% or more of all reserve balances required at fiscal year end, the Alpine Town Council may elect not to impose dry meter fees on its customers. (v) User Fees and Capacity Fees charged to Town Customers. To the extent legally feasible, the Town also agrees to adjust User Fees and anticipated Capacity Fees in accordance with the schedules set forth in Ordinance 204 2010 -06. The Town may amend Ordinance 204 2010 -06 from time to time in the future. However, in doing so the Town must demonstrate that any amendment will enable the Town to generate adequate revenue over the term of this Agreement to cover its share of operating costs, reserves and debt service costs and to maintain 110% of the minimum reserve balance at fiscal year end. NSU shall be bound by the User Fee schedule as presented in Exhibit B rather than any current or future Town Ordinance. (vi) Notification for Changes in Fees. NSU shall inform the Town in advance of any proposed changes to its monthly User Fees, dry meter fees and Capacity Fees charged within NSU's service area. The Town shall inform NSU in advance of any Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 22 of 29 (A) Depreciated market value of the existing infrastructure; proposed changes to its monthly User Fees, dry meter fees and Capacity Fees charged within the Town of Alpine. 5. FUTURE TRANSFER OF OWNERSHIP TO THE TOWN OF ALPINE. The Town and NSU will seek to agree on terms for the conveyance by NSU of its water and sewer assets to the Town during the Term of this Agreement. The valuation of NSU's assets shall be based upon a mutually agreed upon method which may include: (B) A value based upon the net revenue generated within NSU's service area over a reasonable period of time; (C) A value based upon the existing NSU debt; or (D) A mutually agreed upon value acceptable to both NSU and the Town. Any subsequent conveyance of NSU's water and sewer assets to the Town will require that the Town honor the then existing terms of NSU's agreements with its customers, specifically including, but not limited to, any agreements in effect for water and wastewater services provided to Lot 1 of Flying Saddle subdivision, Lincoln County, Wyoming (according to Plat 164 -A) which is owned by Ridge Creek Investment Company as of the Effective Date of this Agreement. NSU shall provide the Town with copies of all of NSU's agreements with its customers as of the Effective Date of this Agreement, and the Town shall have the right to review any proposed material amendments to these agreements and all new material agreements entered into by NSU after the Effective Date. 6. TERM AND TERMINATION; DEFAULT. (A) Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue through June 30, 2032 (the "Initial Term Unless a Party delivers a termination notice within 180 days prior to the expiration of the Initial Term, this Agreement shall automatically renew for subsequent five (5) year terms on the same terms as existed at the end of the Initial Term, unless the Parties agree otherwise (any renewal term and the Initial Term shall be referred to herein as, the "Term This Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility n Page 23 of 29 Agreement may be terminated at any time during the Term upon the written agreement of both parties. This Agreement may also be terminated by a Party upon the other Party's uncured default of any term herein, as provided below in this Section 6. In the event of default, the Defaulting Party shall be liable for all costs and expenses (excluding punitive, special and consequential damages), including attorneys' fees, reasonably incurred by the Non Defaulting Party as a result of such default and termination. (B) Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by the nonperforming party (the "Defaulting Party (i) The failure to make any payment required to be made hereunder within ten (10) days after written notice thereof from the party entitled to such payment; or (ii) The failure to observe or perform any of the covenants, conditions or obligations of a Party to this Agreement within thirty (30) days after the issuance of a written notice by the other Party (the "Non Defaulting Party specifying the nature of the default claimed, unless such Defaulting Party has commenced to cure such default within the thirty (30) day period described above and diligently prosecutes such cure to completion. 7. PERMITS. Both Parties agree to maintain their respective applicable permits in good standing during the Term of this Agreement. 8. INDEMNITY. Each party shall indemnify and hold the other party harmless from and against any and all cost, liability, expense, and cause of action resulting from its failure to perform its obligations under or otherwise comply with the terms of this Agreement. This indemnification shall survive the termination of this Agreement and shall include indemnification for any and all costs of defense including reasonable attorneys' fees. 9. INSURANCE. NSU agrees to maintain in force liability insurance providing coverage per occurrence in an amount not less than $1,000.000.00 per occurrence during the Term of this Agreement for the design, construction, operation, maintenance, and repair of its infrastructure upstream from the Point of Connection and for the maintenance, and repair of the infrastructure downstream from the Point of Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 24 of 29 Connection as required by this Agreement. NSU shall name the Town as an additional insured on such insurance policy. The Town agrees to maintain in force during the term of this Agreement liability insurance providing coverage per occurrence in an amount customary for a municipality like the Town with similar services and no less than $1,000,000 per occurrence. The Town shall name NSU as an additional insured on such insurance policy. Each Party shall deliver to the other Party a certificate of insurance coverage from its insurer reflecting the insurance coverage required hereunder no later than February 28 of each calendar year during the Term of this Agreement. For calendar year 2013, insurance certificates shall be exchanged by the Parties no later than 10 days after the Effective Date of this Agreement. 10. FORCE MAJEURE. Subject to the rights of the Parties contained in this Section 10, no delay or failure in performance by either party hereto shall constitute a default hereunder or give rise to any claim for damages if, and to the extent, such delay or failure is caused by a force majeure event. Unless such force majeure event substantially frustrates performance of this Agreement, force majeure shall not operate to excuse, but only delay performance. For purposes of this Agreement, a force majeure event shall be deemed to be an occurrence beyond the reasonable control, and without the fault or negligence of the party affected, and which such party is unable to prevent or provide against by the exercise of reasonable diligence including, but not limited to, acts of God or the public enemy, expropriation or confiscation of facilities, changes in applicable law, war, rebellion, civil disturbance, sabotage, or riots, floods, unusually severe weather that could not reasonably have been anticipated, fires, explosions or other catastrophes, power interruption, failure to obtain permits and approvals from government entities or agencies, and other similar occurrences. 11. ADDITIONAL ACTS /DOCUMENTS. NSU and the Town agree to execute and deliver to the other or to additional parties such additional documents and instruments and to perform such additional acts as may be reasonably necessary to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 25 of 29 12. ASSIGNMENT, SUCCESSORS AND ASSIGNS. Neither party shall have the right to assign this Agreement without the prior written consent of the other party. Any such consent shall not be unreasonably withheld. This Agreement shall be binding on and inure to the benefit of the parties, and their respective heirs, successors and assigns. 13. NO WAIVER. In order to be effective as a waiver of any provision herein by either Party hereto, the waiver must be in writing. Any waiver executed by a Party regarding the breach of any provision of this Agreement shall not bar the right of the Party to enforce the terms of this Agreement for any subsequent breach (even if for the same conduct that may have caused a prior breach and was the subject of a prior written waiver). 14. ENTIRE AGREEMENT. The Parties agree that this Agreement reflects the entire agreement between the parties hereto regarding the subject matter described herein, and no amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement is intended to replace in their entirety the Prior Agreement and the MOU. 15. COUNTERPART SIGNATURES. This Agreement may be executed in one or more counterparts and shall become a binding agreement when one counterpart has been signed by each of the parties. Signatures to this Agreement that are delivered via facsimile or via e-mail (scanned copies) shall be considered binding and treated as originals. 16. INVALIDITY; INTERPRETATION. If a court finds any provision of this Agreement to be invalid or unenforceable, such finding shall not render the entire Agreement void or unenforceable. If feasible, the offending provision shall be deemed modified within the limits of enforceability or validity. If the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. NSU and the Town acknowledge and agree that this Agreement is entered into knowingly and voluntarily, and that each of them has had full opportunity to consult with attorneys, accountants, engineers or other advisors of their own choosing, and that this Agreement is not entered into under any duress. All parties have participated in the drafting of this Agreement; therefore, the parties agree that any ambiguity that may later be determined to exist herein shall not be Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 26 of 29 construed against any party hereto as a result of a claim that such party was responsible for drafting any such ambiguous provision. The recitals to this Agreement are represented to be accurate and constitute a part of the substantive Agreement. 17. REMEDIES IN THE EVENT OF DISPUTE; WAIVER OF A JURY TRIAL. NSU and the Town agree that in the event of any dispute arising under or from this Agreement, a duly authorized representative from each party shall first promptly engage in mediation in good faith at a mutually agreeable location in Lincoln County, Wyoming. The parties shall agree on a mediator within 20 days of the first party receiving written notice from the other party of any dispute hereunder (the "Dispute Notification Date In the event that no mediator is agreed upon within such time, each party shall notify the other of its choice for a mediator within 25 days of the Dispute Notification Date and then these two mediators shall choose a third person and such third person shall conduct mediation of the dispute within 45 days of the Dispute Notification Date. In the event that mediation is unsuccessful, the mediator shall provide written notification thereof to each party within 10 days of the last attempted mediation. Upon receipt of such notification, either party may then pursue its remedies in connection with such dispute in a court of law having jurisdiction over such matter. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY SUBSEQUENT LITIGATION INVOLVING THIS AGREEMENT. 18. NOTICES. Any notice required or authorized to be given hereunder shall be deemed to have been given when either personally delivered or when delivered by facsimile or three (3) business days after deposit in the United States mail, certified mail, postage pre -paid, and addressed as follows: Town of Alpine: With a Copy to the Town's Attorney: Town of Alpine 250 Highway 89 P.O. Box 3070 Alpine, Wyoming 83128 (307) 654 -7754 (307) 654 -7454 (fax) Gerald Goulding 424 Adams Street P.O. Box 968 Afton, Wyoming 83110 (307) 885 -5430 Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 27 of 29 North Star Utility: With a Copy to NSU's Attorney: jExecution Page Followsl (307) 885 -9590 (fax) GIg1949 @silverstar.com Michael T. Halpin, President 330 North Glenwood P.O. Box 610 Jackson, Wyoming 83001 (307) 739 -9090 (307) 739 -0619 (fax) Jonathan J. Wylie Wylie Law Firm, LLC P.O. Box 4574 Jackson, Wyoming 83001 (307) 733 -6688 (307) 733 -3758 (fax) jon©wyliefirm.com 19. APPLICABLE LAW; ATTORNEYS FEES. This Agreement shall be construed according to the laws of the State of Wyoming. In the event of any controversy, claim or dispute arising from this Agreement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred as a result of such controversy, claim or dispute. However, in any mediation pursuant to Section 17 above, each party shall bear its own expense and one -half each of the mediation expense. Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 28 of 29 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement, effective as of the date first written above. TOWN OF ALPINE, WYOMING a Wyoming municipality By: Name: Ai"' /L Exhibits: Exhibit A Map depicting Infrastructure (including Point of Connection, Wastewater Treatment Plant and NSU's infrastructure) Exhibit B Financial Projections for Wastewater Treatment Plant (Schedule A of the MOU) Exhibit C Full flow capacity of the shared gravity sewer main ktrikato NA0 2esWD LINs ca Cc,1M6, fy This P4 U sr AGRaWtiT signed or attested befor ,PR". PAMELA 0. POT Oi NOTARY PUBLIC County of State of Lincoln Wyoming My Garnmi ":•xpires February 3, 2015 6444 cod RoWcoi Vq5frAtikr This 1ka nt Maciit C atAOuot"4 Lt$ *wood Uwe Ut w by (\WW1 T, LISA M. PADDLEFORD NOTARY PUBLIC County of 1) State of Teton Wyom ng My Comr1081011 moms September 12, ©B by MEGAN i s NORTH STAR UTILITY, a Wyoming corpora By: Name: Title: Signature '70t -0i C(64 Title signed or attested before me on Ins MiN4,lthire{ Signature Title Amended and Restated Wastewater Treatment Plant Use Agreement Town of Alpine and North Star Utility Page 29 of 29 EXISTING GRAVITY SEWER, MAJOR BRANCH LINE BRANCH SEWER FROM ALPINE B NCH SEWE FROM ALPINE CONNECT NEW TRANSMISSION WATER MAIN TO EXISTING NSU WATER MAIN CONNECT WATER TO EXISTING 10 in MAIN EXISTING 6" FORCE MAIN SEWER CONNECT TO EXISTING GRAVITY SEWER GREYS RIVER COVE LIFT Slag! ,BRANCH SEWER FROM ALPINE :0 %nu sp6x:±0 Fter 4E L. 12" 3E WASTE WATER TREATMENT PLANT RELOCATE EXISTING FLOW.,. METER UPGRADE EXISTING LIFT STATION (LOT 36) OSISINAL NSU FORCE'MAIN SANITARY SEWER (RIVER CROSSING-NO' LONGER EXIST) ORIGINAL NSU DONNECTION POINT AT MANHOLE )(5 Y2 10" XS 10° Y1,10° FROM TARGHEE LANDING CONNECT TO EXISTING FORCE MAIN STUB FROM TARGHEE LANDING NEW 12" DUCTILE IRON PIPE WATER TRANSMISSION MAIN, INSULATED AT BRIDGE AND SUSPENDED FROM BRIDGE DECK BURIED HDPE FORCE 8" MAIN (ALIGNMENT PRELIMINARY). 6" DUCTILE IRON PIPE (DIP) INSULATED AND SUSPENDED FROM BRIDGE DECK \'".l?":•4(50 NEW NSU CONNECTION.' 1' v ase.••... TO EXISTING GRAVITY P. MANHOLE Y8 Lift Station with Check Valve. Meter Vault 4" FORCE MAIN Prepared Br rec PROJECT TM: ALPINE-NSU 1 CRAMP:MU: EXHIBIT A ALPINE-NSU INFRASTRUCTURE P.O. BOX 4858 JACKSON, WYOMING 13001 25 SOUTH GROS VENTRE STREET .BORE FORCE MAIN UNDER HIGHWAY RENDEZVOUS ENGINEERING, P.C. Rev. Dale: SCHEDULE A. ALPINE WASTEWATER TREATMENT PLANT /FINANCIAL PLANNING 2013 -2032 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2 INCOME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2 Alpine User Fees 179,833 195,287 195,755 211,821 212,829 213,837 247,651 249,390 251,129 252,868 254,607 256,345 289,076 291,023 293,620 296,217 298,814 301,411 304,007 306 Alpine Tap Fees (amortized) 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 19,938 0 0 Alpine New Tap Fees 0 7,500 8,600 17,200 17,200 17,200 25,800 25,800 30,000 30,000 30,000 30,000 34,800 34,800 46,400 46,400 46,400 46,400 46,400 46, Alpine Interest Income 9,211 9,558 10,307 11,111 12,061 13,064 13,316 14,519 16,259 16,858 17,491 21,443 20,895 20,864 20,899 21,071 15,318 13,906 11,719 9, Alpine Dry Meter Fee 0 0 0 0 0 0 0 0 33,533 32,813 32,093 31,373 38,316 37,416 36,216 35 33 32 31416 30 TOTAL TOA INCOME 208.982 232283 234,600 260.070 262 264.039 306 309,647 350.859 351.476 354.129 359.0.99 403.025 404.041 417.073 418,641 414. 394.333 393.542 392 6 NSU User Fees 99,864 115,964 120,103 124,281 128,501 132,762 137,402 142,102 146,863 151,689 156,580 161,921 164,952 168,078 171,300 174,622 178,492 182,498 186,643 190 7 NSU New Tap Fees 0 0 0 0 0 0 0 61,250 68,910 68,910 68,910 68,910 68,910 77,518 77,518 77,518 77,518 77,518 87,212 TOTAL NSU INCOME 99,864 115 964 120103 124 281 128 501 132 762 137 402 203 352 215 774 220 599 225 490 230.831 133.863 245.596 248.818 252.140 256.010 260,016 273.855 11900 8 NSU Maintenance Contract 0 42,840 43,697 44,571 45,462 46,371 47,484 48,624 49,791 50,986 52,210 53,671 55,174 56 58 59,940 61,858 63 65 67, TOTAL INCOME 308,846 391,087 398,399 428,922 435,991 443,173 491,592 561,622 616,424 624,061 631,828 643,602 692,062 706,356' 724,198 730,722 732,154 718,186 733 278 651 STow •fAI•ineUsa -es •be EXPENSE 1 Debt Service, P &I 115,550 115,550 115,550 115,550 115,550 115,550 115,550 115,550 310,113 310,113 310,113 310,113 310,113 310,113 310,113 310,113 310,113 310,113 310,113 228 2 Land Lease Payment 1.800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,800 1,E 3 Alpine Wastewater General 0 M 73,000 74,460 75,949 77,468 79,018 80,598 82532 84,513 86,541 88,618 90,745 93,286 95,898 98,583 101,344 104,181. 107,515 110,955 114,506 118 4 Alpine Wastewater Reserves (See notes) 50,000 80,000 85,000 90,000 95,000 100,000 105,000 110,000 115,000 120,000 125,000 130,000 130,000 130,000 130,000 130,000 130,000 130,000 130,000 130, 5 Payroll, taxes, benefits 83,250 85,331 87,465 89,651 91,892 94,190 96,921 99,732 102.624 105,600 108,663 112,249 115,953 119,779 123,732 127,815 132,544 137,448 142,534 147 TOTAL TOA WWTP O &M 2080 0 241 591 250 214 258 939 267 710 276588 286 253 296 045 305.966 37_079 326_,708 37335 343,651 50161 356.875 563.796 71859 38204 88840 TOA Wastewater Collection O &M (To be updated) 3,500 12,450 12,699 12,953 13,212 13,476 13,800 14,131 14,470 14,817 15,173 15,598 16,035 16,483 16,945 11,419 17,977 18,552 19,146 19, 7 NSU Wastewater Collection 0& M 0 42,840 43,697 44,571 45,462 46,371 47,484 48,624 49,791 50,986 52,210 53,671 55,174 56,719 58,307 59,940 61,858 63,837 65,880 67,: TOTAL EXPENSE 327,100 412,431 422,159 431,993 441,934 451,985 463,087 474,349 680,340 691,935 703,704 716,717 724,973 733,478 742,241 751,269 761,807 772,707 783,979 714, ANNUAL BALANCE 18,254 21,344 23,760 -3,071 -5,943 -8,812 28,505 87,273 63,916 67,874 71,875 73,116 32,911 27,122 18,043 20,547 29,654 54,521 50,702 -62, BEGINNING OPERATING CASH 200,000 181,746 160,402 136,642 133,571 127,629 118,817 147,321 234,594 170,678 102.804 30,929 0 0 0 0 0 0 0 C ENDING OPERATING CASH 181,746 160,402 136,642 133,571 127,629 118,817 147,321 234,594 170,678 102,804 30,929 0 0 0 0 0 0 0 0 t I BEGINNING WASTEWATER FUND RESERVES 600,794 630,794 690,394 754,586 823,362 896,713 686,996 741,120 799,023 860,676 926,048 957,817 949,788 948,352 949,945 957,782 589,144 534,845 450,731 365, ANNUAL CONTRIBUTION 50,000 80,000 85,000 90.000 95,000 100,000 105,000 110,000 115,000 120,000 125,000 130,000 130,000 130,000 130,000 130,000 130,000 130,000 130,000 130, ESTIMATED ANNUAL REPLACEMENT COST EXPENSE 20,000 20,400 20,808 21,224 21,649 309,717 50,876 52,097 53,347 54,628 93,231 95,842 98,525 101,284 104,120 478,091 154,645 159,593 164,700 169, ENDING WASTEWATER RESERVES 630,794 690,394 754,586 823,362 896,713 686,996 741,120 799,023 860,676 926,048 957,817 949,788 948,352 949,945 957,782 589,144 534,845 450,731 365,329 262 Assumptions Notes: 1 See Table 1 for projected ERU numbers for TOA and NSU. TOA numbers based upon growth rate of about 0.67% per year. 2 NSU tap fees based upon November 27, 2012 offer to Town of Alpine development in conjunction with a mediation process between the Town and NSU. 3 See Table 2 for user rates, tap fees and dry meter fees for TOA which are generally based upon ordinance 2010 -01. Dry meter fees to be added to income in FY 2021 when debt service increases. Town of Alpine Usage Fees increase to $39.00 on July 1, 2013; to $42.00 on July 1, 2015; to 548.30 on July 1, 2018; and to 554.10 on July 1, 2025. Town of Alpine Tap Fee increases 50 68,600 on July 1, 2014; to 510,000 on July 1, 2020; and to $11,600 for Alpine and NSU based on 2010-01 Ordinance. 4 NSU user fees assumed to be 48% of the WWTP total operation and maintenance costs. Payment for FY 2013 to be made no later than June 30,2013. Future payments to be made on a monthly basis. 5 NSU Maintenance Contract is based upon 542,000 for FY 2013 for sewer operation only with annual inflation factor extended out to 2032- NSU operation expenses assumed to equal income. Aortal operations are anticipated to start in FY 2014 and are antidpated to include the NSU water system. A revi prepared for the combined water and sewer operation. See Table 3 for annual inflation rates. 6 See Table 3 for annual inflation factors applied to Alpine O &M, 9551 maintenance contract, payroll for wastewater plant employee(s) I I I I I I I 7 See Table 4 for Alpine Debt Service, based upon schedules provided by the SUB. The debt service payment Increases front 5100,000 to $294,564 in FY 2021 The actual payment is due in September 2020. 8 See Tables 5, 6 and 7 for derivation of Alpine O &M and Labor Payroll expenses. See Table 8 for derivation of NSU operation and maintenance. li 9 Alpine receives annually 619 937.76 for tap fees amortized over 20 years per Town Ordinance 2009 -50, from FY 2010 through FY 2029. I I I 10 Town records show a total of 5600,794 in wastewater fund reserves as of tune 30, 2013. Town currently has available approximately 5200,000 in sewer cash fund. I 11 Membrane replacement Is assumed to be 5230,000 per treatment train In 2013 dollars, including an allowance for labor. Assume replacement in FY 2018 and FY 2028 This cost to be paid 48% by NSU and 52% by TOA as induded in the Alpine Wastewater Reserve estimates. 12 Interest Income assumes 5 year CD rate for reserve funds and short term money market rate for operating cash account See Table 3 for rates. I 13 See WWTP reserve analysis for estimated needs for annual reserve fund. See Table 10 for estimate of annual expenses. 14 TOA budget for sewer collection system is approximate and to be updated for FY 2014. i 1 1 1 1 1 1 1 Year 1 1 2 3 4 1 5 1 6 1 7 8 1 9 1 10 1 11 1 12 13 i 14 1 15 1 16 17 1 18 19 20 Alpine ERU 416.28 416.28 1 417.28 1 1 418.28 420.28 1 422.28 1 424.28 1 1 427.28 430.28 433.28 436.28 439.28 442.28 445.281 448.281 452.28 1 i 456.28 460.28 464.28 ii 468.28 New Taps 1 I 0 1 1 I 1 2 1 1 2 2 3 1 I 3 3 3 3 3 3 1 3 4 4 4 1 4 4 4 Total Alpine 416.28 1 417.28 418.28 420.28 1 422.281424.28' 427.28 430.28 433.28 436.28 439.28 442.28 445.28 448.28 1 452.281 456.28 460.28 464.28 1 468.28 472.28 Non connected ERU with Access to Sewer NSU ERU 156.72 375.65 155.72 375.65 154.72 383.35 152.72 391.05 150.72 398.75 148.72 406.45 145.72 413 t 142.72 413 139.72 421.17 136.72 429.33 133.72 437.5 130.72 445.67 127.72 453.83 124.72 462 120.72: 116.72 1 1 470.17 478.33 112.72 486.5 108.72:104.72 494.67 502.83 100.72 511 Pre -Paid New Taps 0 7.7 7.7 7.7 7.7 6.55 New Taps 0 0 0 0 0 8.167 8.167 8.167 8.167 8.167 8.167 8.167 8.167 8.167 1 8.167 8.167 1 8.167 0 Total NSU 375.65 383.35 391.05 398.75 l i 406.45 413 413 421.17 429.33 437.5 445.67 453.83 i 462.00 470.17 478.33 486.5 494.67 502.83 511.00 l l 511.00 Notes: I 1) NSU has pre -paid for total of 413 ERUs at $5000 per ERU, total of $2,065,000. 2) ERU commitment from NSU for 2012 371.8 3) Increase per year after 2012 per Table 7.1 7.7 until a total of 413 is achieved per original agreement. 4) Fiscal year 2013 includes 1/2 year at 1 371.8 plus 1/2 year at 1 379.5 I for average of 1 375.65 I 5) New Alpine Taps are based upon s ow growth projection at about 0.67% annual rate. I I I 6) Total Alpine ERU /Lots 660 ERU /Lots on hillside with no access to sewer I 87 I 7) Alpine has a total of 573 lots that have access to sewer per current town records. Dry meter fee charged to ERU that are not connected but have access to sewer. 8) New NSU taps based upon offer dated 11/27/12, total of 98 new taps from FY 2020 through FY 2031 at! 8.167 taps per year. Fiscal Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 TABLE 1 -ERU 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Alpine Monthly User Fees 36 J. 39 39 42 42 .L J r r 7500 8600;'; 8600 8600 =''i 42 48 3 1 r 8600 8600 48.3 1 48.3 J 20 8600 10000 48:3 L J ZO 10000 48.3 20 10000 48.3 L 20 r 10000 54 1 54.1 25 25 7 _11600 11600 54.1 54.1 25 25 Y 11600 11600 54.1 1 54.1 J 25 i 25 t 11600 11600 i 54.1 L 25 1160 Alpine Dry Meter Fee Alpine Tap Fees by P p Y Year 7500 1 I I 1 I I I I l NSU Monthly User Fees NSU monthly rates based upon 48% of Wastewater Treatment Plant O &M Costs. See Schedule A Alpine O &M 208,050 241,591 250,214 258,919 267,710 276,588 286,253 296,045 305,966 316,019 326,208 337,335 343,651 350,162 356,875 363,796 371,859 380,204 388,8' NSU Rate, 48% 99,864 115,964 120,103 124,281 128,501 132,762 137,402 142,102 146,863 151,689 156,580 161,921 164,952 168,078 171,300 174,622 178,492 182,498 186,6' NSU proposed Tap Fees by Year 7,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 8,438 8,438 8,438 8,438 8,438 9,492- 9,492 9,492 9,492 9,492 10 67 Annual Tap Fee Revenue 0 0 0 0 0 0 0 61,250 68,910 68,910 68,910 68,910 68,910 77,518 77,518 77,518 77,518 77,518 87,21 Notes: 1) Alpine user fees and tap fees in accordance with existing ordinances as amended. 2) NSU use fees based upon 48% of WWTP Operation and Maintenance. 3) NSU tap fees in accordance with offer dated 11/27/2012. 4) NSU O &M to bel 48.0% lofthe total WWTP O &M 5)Town of Alpine Usage Fees to be $39.00 on July 1, 2013; $42.00 on July 1 2015; to $48.30 on July 1, 2018; and to $54.10 on July 1, 2025. 6)Town of Alpine Tap Fee increases to $8,600 on July 1, 2014; to $10,000 on July 1, 2020; and to $11,600 for Alpine and NSU based on 2010 -01 Ordinance. TABLE :-2 -Rates 1 1 1 1 1 1 1 I 1 1 1 1 1 1 1 1 :.1 i i i 1 1 1 1 1 1 1 i Fiscal Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 1 2022 2023 2024 1 2025 2026 2027 2028 2029 .1 2030 203 1 1 1 1 1 i 1 Fiscal Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 REP Year 1 2 3 4 5 6 7 8 9 10 11 1 i 12 13 14 15 16 17 18 19 20 NSU Maintenance, Income, Annual Inflation start 2.0% 2.0% 2.0% 2.0% 2.0% 2.4% 2.4% 2.4% 2.4% 2.4 2.8% 2.8% 2.8% 2.8% 2.8% 3.2% 3.2% 3.2% 3.2% Start with B ra' years and s every NSU Maintenance, Income, Future Value Factor 1.000 1.020 1.040 1.061 1.082 1.104 1.131 1.158 1.185 1.214 1.243 1.278 1.314 1.350 1.388 1.427 1.473 1.520 1.569 1.6 NSU Maintenance, Income, Present Value Factor 1.000 0.980 0.961 0.942 0.924 0.906 0.885 0.864 0.844 0.824 0.804 0.783 0.761 0.740 0.720 0.701 0.679 0.658 0.638 0.618 NSU Maintenance, Expense, Annual Inflation start 2.0% 2.0% 2.0% 2.0% 2.0% 2.4% 2.4% 2.4% 2.4% 2.4% 2.8% 2.8% 2.8% 2.8% 2.8% 3.2% 3.2% 3.2% 3.2% Start with e inflation ra years and s every NSU Maintenance, Expense, Future Value Factor 1.000 1.020 1.040 1.061 1.082 1.104 1.131 1.158 1.185 1.214 1.243 1.278 1.314 1.350 1.388 1.427 1.473 1.520 1.569 1.619 NSU Maintenance, Expense, Present Value Factor 1.000 0.980 0.961 0.942 0.924 0.906 0.885 0.864 0.844 0.824 0.804 0.783 0.761 0.740 0.720 0.701 0.679 0.658 0.638 0.618 Alpine 0 M, Annual Inflation start 2.0% 2.0% 2.0% 2.0% 2.0% 2.4% 2.4% 2.4% 2.4% 2.4% 2.8% 2.8% 2.8% 2.8% 2.8% 3.2% 3.2% 3.2% 3.2% Start with E inflation ra" years and s every Alpine 0 M, Present Value Factor 1.000 1.020 1.040 1.061 1.082 1.104 1.131 1.158 1.185 1.214 1.243 1.278 1.314 1.350 1.388 1.427 1.473 1.520 1.569 1.619 Alpine 0 M, Future Value i 1.000 0.980 1 0.961 Factor 0.942 1 0.924 0.906 0.885 0.864 0.844 1 0.824 0.804 0.783 1 0.761 0.740 0.720 0.701 0.679 1 0.658 0.638 1 0.618 Payroll, taxes, benefits, Annual Inflation start 2.5% 2.5% 2.5% 2.5% 2.5% 2.9% 2.9% 2.9% 2.9% 2.9% 3.3% 3.3% 3.3% 3.3% 3.3% 3.7% 3.7% 3.7% 3.7% Assumes tt benefits inf rate, "'0. Payroll, taxes, benefits, Future Value Factor 1.000 1.025 1.051 1.077 1.104 1.131 1.164 1.198 1.233 1.268 1.305 1.348 1.393 1.439 1.486 1.535 1.592 1.651 1.712 1.775 Payroll, taxes, benefits, Present Value Factor 1.000 0.976 0.952 0.929 0.906 0.884 0.859 0.835 0.811 0.788 0.766 0.742 0.718 0.695 0.673 0.651 0.628 0.606 0.584 0.563 Alpine Interest Income, CD 1.4% 1.4% 1.4% 1.4% 1.4% 1.4% 1.8% 1.8% 1.8% 1.8% 1.8% 2.2% 2.2% 2.2% 2.2% 2.2% 2.6% 2.6% 2.6% 2.6% Start with 2( CD and ste years at 0.49 to be lower i Money Market 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.8% 0.8% 0.8% 0.8% 0.8% 1.2% 1.2% 1.2% 1.2% 1.2% 1.6% 1.6% 1.6% 1.6% Start with market fund TABLE 3- Inflation Factors Fiscal Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Year Beginning Balance 1 242,405 2 232,915 3 223,189 4 213,219 203,000 6 192,525 7 181,789 8 f 7,-:- 170,784 z 'f.;:„. 159,504 10 147,942 11 136,091 12 123,944 13 111,493 14 98,730 15 85,649 16 72,241 Payment 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 15,550 Payment-Interest 6,060 5,823 5,580 5,330 5,075 4,813 4,545 4,270 3,988. 3,699 3,402 3,099 2,787 2,468 2,141 1,806 Payment Principal 9,489 9,727 9,970 10,219 10,475 10,736 11,005 11,280 11,562 11,851 12,147 12,451 12,762 13,081 13,408 13,744 Balance After Payment J.. Beginning Balance 232,915 n- 3,155,155 5 223,189 3,124,160 213,219 3,103,976 203,000 3,081,576 192,525 3,058,615 181,789 3,035,080 170,784 3,010,957 159,504 2,986,231 147,942 2,960,887.. 136,091 2,740,345 123,944 2,514,290 111,493 2,282,584 98,730 2,045,085 85,649 1,801,648 72,241 1,552,126 58,497 1,296,365 Payment 100,000 100,000 100,000 100,000 100,000 100,000 100,000 $100,000 $294,564 $294,564 $294,564 $294,564 5294,564 $294,564 $294,564 $294,564 Payment-Interest 69,006 79,816 77,599 77,039 76,465 75,877 75,274 74,656 74,022 68,509 62,857 57,065 51,127 45,041 5 38,803 32,409 Payment Principal 30,994 20,184 22,401 22,961 23,535 24,123 24,726 25,344 220,542 226,055 231,706 237,499 243,437 249,523 255,761 262,155 Balance After Payment TOTAL LOAN PAYMENT 3,124,160 115,550 3,103,976 115,550 3,081,576 115,550 3,058,615 115,550 3,035,080 115,550 3,010,957 115,550 2,986,231 115,550 5 2,960,887 115,550 2,740,345 310,113 2,514,290 310,113 2,282,584 310,113 2,045,085 310,113 1,801,648 1,552,126 1,296,365 310,113 1,034,210 310,113 310,113 310,113 INTEREST 75,066 85,639 83,179 82,370 81,540 80,690 79,819 78,925 78,010 72,207 66,260 60,163 53,914 47,509 40,944 34,215 PRINCIPAL PAYMENT .00 on July 1, 29,911 32,370 33,180 34,009 34,859 35,731 36,624 232,104 237,906 243,854 249,950 256,199 262,604 269,169 275,898 ADDITIONAL PRINCIPAL TOTAL FOR YEAR 115,550 115,550 115,550 115,550 115,550 115,550 115,550 115,550 310,113 310,113 310,113 310,113 310,113 310,113 310,113 310,113 Note: Debt service values based upon schedule provided to the Town of Alpine by the State Land Investment Board. TABLE 4- Alpine DebtService TABLE 5. ALPINE WASTEWATER TREATMENT BUDGET SUMMARY TABLE 6. ALPINE FY 2013 WASTEWATER COLLECTION BUDGET SUMMARY TABLE 7. ALPINE WASTEWATE Item Amount Proposed for FY 2013 Remarks Notes Item Amount Proposed for FY 2013 Remarks Notes Item Amount Administration $6,500 Administration $0' Administration' $0 Professional Services $15,000 Contract operator and engineering assistance for permits and plant operations Professional Services $0 Professional Services $1,000 $21,500 $0 Repair /Maint $6,000 Repair /Maint $2,000 General Estimate Repair /Maint $2,500 Supplies $6,000 Supplies Supplies Equipment $7,000 Equipment Equipment $19,000 Maintenance $2,000 Travel Education $740 Travel Education Travel Education Testing $1,260 Testing Testing Utilities $22,500 Utilities $1,500 General Estimate Utilities $1,700 $24,500 Operations $1,500 Insurance $8,000 General insurance for WWTP Insurance $0 Insurance $0 $8,000 TOTAL WWTP OPERATIONS $73,000 TOTAL OPERATIONS 1 $3,500 TOTAL OPERATIONS ;e Fees to be $39.00 on July 1, 2013; $42.00 on July 1, 2015; to $48.30 on July 1, 2018; and to $54.10 on July 1, 2025. Salary Benefits $80,000 $3,250 Salary Benefits Pension Salary Benefits Pension $5,000 $250 Pension TOTAL PAYROLL $83,250 TOTAL PAYROLL 1 $0 TOTAL PAYROLL Equipment Replacement, Reserves $50,000 Allowance for reserves and equipment replacement. To be updated based upon actual study of plant equipment. Equipment Replacement, Reserves 1 $0 Equipment Replacement, Reserves $2,000 $50,000.00 $0.00 TOTAL WWTP $206,250 TOTAL SEWER COLLECTION I $3,500 TOTAL SEWER COLLECTION TABLE 5,6,7- AlpineSewerBudget TABLE 8- NSU- IncrementalExpenses North Star Wastewater Collection Costs Projected, FY 2013 Prorated Amount (Jan 1, 2013 Jun 30, 2013) Operating Expenses Salaries and Wages Employees $20,000 $10,000 Employee Pensions and Benefits $4,000 $2,000 Purchased Power $2,000 $1,000 Testing $500 $250 Repairs and Maintenance $0 $0 Materials and Supplies $2,000 $1,000 Contractual Services Professional $10,000 $5,000 Contractual Services Legal $2,500 $1,250 Transportation Expenses $0 $0 Insurance Expenses $0 $0 Bad Debt Expense $0 $0 Miscellaneous Expenses $1,000 $500 Total Operating Expenses $42,000 $o 5)Town of Alpine UsaA TABLE 8- NSU- IncrementalExpenses TABLE 9-BLS CPI Data HALF2 I 6'l o'Z p.E 8£ 9 VC bE l'0- I Z'l I 5'E hill £'Z I l'Z I 1 10 year Average r 2.4 1 5 Year Average 2.1 E'Z 1 abalanV Jea 1 Ldlt/H I lenuuv I oa4 El. 1 94 1 b'Z 9'Z E'Z 1 6' l 1 £'Z L'Z 1 E'E I 0'E ZE 1 9Z 5 "Z 1 8•Z l'b Z'b 8'E 1-'0 9'0 I b'0 l'Z 1 9'1- 9'4 1 8'3 ZE 0£ AON 1 Z 8'l 9'E 9'E I_ _OZ £'b l'l 1 l'l bE PO I dog 0'Z I 9'l I 8'1. 0'Z 1 E'Z 1 Z'Z Z'E 1 9 E'b Lb 1 9E L E'L _I lZ 8E gE 2Z 1 OZ L'£ I 617 V9 1 Z •0- 1 E I 9'1- 1 Z'l l'l v I 9•E I 6'E I 8 E 111 I OZ 1 L env InE 9'l lZ 1 Z'E lv L 17 L lZ Z' 9'E 1 b'4 un£ VI. 1 Z'j 1 L L vz 1 E'£ 1 l'E 1 9 1 8'Z E'b I Z7 L'ZL L'Z 1111 09 I Zb I 17 I. E'l I l'l 1 O'Z 9'E 1 9 L' l I L' l 11 Consumer Price Index All Urban Consumers 112 -Month Percent Change (Series Id: ICUUR0000SA0 'Not Seasonally Adjusted U.S. city average 001= 178 Z l0Z OT Z00Z. ev ady 9'l Z EZ 9'Z 6'E [0 Z Z E 1 £'Z JeLN 9'I- 0 C L. VC b'£ 8 'Z 017 b'0 E'Z Z L'Z qad l' 0 1 L l 0'E 9'E 0'b 0 V l'Z 6Z Uer 1 1 9•Z 6. 1 0'£ 017 VZ /�Int uo 01 00 9'Z 9 .1 6'Z 1 :wa :pouad asegl 1 Years: JeeA 1 ZOOZ 1 E00Z 1700 200Z 900Z LOOZ 8002 600Z OLOZ 140Z 2012 (9 months) TABLE 9-BLS CPI Data Fiscal Year 2013 2014 2015 ';2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 202 Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Alpine 0 M, Annual Inflation start 2.0% 2.0% 2.0% 2.0% 2.0% 2.4% 2.4% 2.4% 2.4% 2.4% 2.8% 2.8% 2.8% 2.8% 2.8% 3.2% 3.29 3.2% 3.2' Alpine 0 M, Present Value Factor 1.000 1.020 1.040 1.061 1.082 1.104 1.131 1.158 1.185 1.214 1.243 1.278 1.314 1.350 1.388 1.427 1.473 1.520 1.569 1.61 Alpine O M, Future 1 1 0.924 Value Factor 1.000 0.980 0.961 0.942 1 1 1 1 1 1 1 1 I 0.906 0.885 0.864 0.844 0.824 1 1 1 1 1 0.804 0.783 0.761 0.740 0.720 1 1 0.701 0.679 0.658 0.638 0.61 Annual Replacement Cost 20,000 20,400 20,808 21,224 21,649 49,684 50,876 52,097 53,347 54,628 93,231; 95,842 98,525 101,284 104,120 149,850 154,645 159,593 164,700 169,5 Membrane Replacement 260,033 328,242 TOTAL 20,000 20,400 20,808 21,224; 21,649 309,717; 50,876 52,097 53,347 54,628 93,231 95,842 98,525 101,284, 104,120 478,091 154,645, 159,593, 164,700 169,E PERIOD AVG ANNUAL COST, 2013 NOTES 1 Years 1 -5 20,000 Annual expenses are assumed to increase as plant ages. Values are projections only and subject to change as more information about the plant is developed. Years 6 -10 45,000 Years 11 -15 75,000 Years 16 -20 105,000 Membrane Replacement 230,000 Includes allowance for labor, shipping TABLE 10- EstAnnuaExpenses