Loading...
HomeMy WebLinkAboutMutual Cooperation Agmt with United Water MUTUAL COOPERATION AGREEMENT THIS MUTUAL COOPERATION AGREEMENT ("Agreement"), dated this _ day of , 2007 is entered into by and between The City of Meridian, a municipal corporation of the State of Idaho (hereinafter "Meridian") and United Water Idaho Inc., an Idaho corporation (hereinafter "United Water" or the "Company"). Meridian and United Water are sometimes referred to as the "Party" or "Parties", as the case may be. WITNESSETH: WHEREAS, both Meridian and United Water own and operate public water supply systems in Ada County; and WHEREAS, on April 28, 2006, United Water and Meridian entered into a Stipulation, for the purpose of settling Meridian's Protest in United Water's Case No. UWI-W-05-4 before the Idaho Public Utilities Commission ("IPUC"), regarding United Water's request to amend and revise its Certificate of Convenience and Necessity No, 143 (hereinafter "Certificate") which identifies areas in which United Water may provide public water service; and WHEREAS, on June 8, 2006, the IPUC issued Order No. 30070 in Case UWI-W-05-4 approving the Stipulation and approving United Water's amended Certificate; and WHEREAS, Meridian and United Water have been negotiating in good faith regarding future water service to additional areas within Ada County that may be within Meridian's current or expected future Area of Impact, and/or corporate city limits; and WHEREAS, the colored map attached hereto as Exhibit A shows certain service areas over which the Parties have completed negotiations; and WHEREAS, Meridian and United Water wish to enter into this Agreement in order to more clearly define future water service areas between the Parties, and to establish criteria upon which certain future water service areas can be determined; NOW, THEREFORE, in consideration of the following mutual covenants and agreements between the Parties, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: MUTUAL COOPERATION AGREEMENT - THE CITY OF MERIDIAN AND UNITED WATER IDAHO, me. Page 1 of6 1. Stipulation: As a result of the above referenced Stipulation, United Water shall have the exclusive right to provide water service to the areas denominated on Exhibit A as "DanskinlSaddle Ridge", "McMillan/Eagle", "Cloverdale", and "Lake Hazel/Cloverdale". 2. Continued Service: United Water shall have the exclusive right to continue providing water service to all areas in which United Water currently provides water service, as of the date of this Agreement, that may fall within Meridian's Proposed Area of Impact as shown on Exhibit A. 3. Chinden: The Parties agree that United Water shall have the exclusive right to provide water service to that portion of the Meridian Proposed Area of Impact that is north of Chinden Boulevard and is shown in yellow and denominated as "Chinden" on Exhibit A. Further, to the extent that water service is requested for property fronting on the south side of Chinden Boulevard and the "Chinden" area, and if United Water has the capability to serve directly from its main(s) in Chinden Boulevard, then United Water shall have the right to provide the requested water service. 4. Gray Area: The Parties agree that with respect to the area denoted as the "MeridianlUnited Water Gray Area" ("Gray Area") shown in gray on Exhibit A, Meridian shall provide water service in the area if the area or any portion of it is annexed by the City of Meridian, and likewise, United Water shall provide water service in the area if the area or any portion of it is annexed by the City of Boise. In the event that any portion of the Gray Area is not annexed by either City, then Meridian shall provide water service within such portion of the Gray Area if Meridian provides sewer service to such area, and United Water shall provide water service within such portion of the Gray Area if the City of Boise or any other sewer provider provides sewer service to such area. 5. Other Service Areas: The Parties agree that, other than the areas discussed in Paragraph 4 hereinabove, United Water shall have the right to apply for amendments to its Certificate for areas outside of Meridian's Proposed Area of Impact, as shown on Exhibit A without protest by Meridian; provided however, that in the event that Meridian extends its actual Area of Impact beyond that which is delineated on Exhibit A, Meridian shall have the exclusive right to provide water service to that area within its Area of Impact that is not already within MUTUAL COOPERATION AGREEMENT - THE CITY OF MERIDIAN AND UNITED WATER IDAHO, INC. Page 2 of 6 United Water's authorized service area and United Water shall have the exclusive right to provide water service to areas within its then authorized service area. In addition, if Meridian's Area of Impact contracts, then United Water shall have the exclusive right to apply for amendments to its Certificate of Convenience and Necessity without protest and, if so authorized by the IPUC, to provide water service to those areas that were formerly within Meridian's Area of Impact, excluding any existing customers and any property that has been annexed, or applied for annexation, to the Meridian at the time ofUWl's application. 6. Proposed Area of Impact: The Parties recognize and agree that, as of the date of this Agreement, the area designated on Exhibit A as Meridian's Area of Impact has been adopted by the Meridian's City Council but has not yet been approved by Ada County. To the extent that any portion of Meridian's Proposed Area of Impact is reduced from that shown on Exhibit "A", and such portion is covered within this Agreement, then Meridian shall not protest any filings by United Water to amendment its Certificate of Convenience and Necessity with regard to such service areas. 7. Consumption Data for Sewer Billing: United Water agrees to provide information necessary from its water consumption records for any and all of its water customers located within the corporate limits of Meridian for the purpose of updating Meridian's sewer billings. The information shall include such information as account status, account number, customer name and service address, winter consumption reading dates, consumption per reading, total consumption for the last two billing periods prior to March 31 of the present year, and the average consumption of that same period. The information shall be in water book order and contain all books for accounts in which Meridian would have a sewer account. Meridian agrees it will request this information by letter in March of the current year, and provide the water book numbers to United Water that have Meridian sewer accounts in them. This information shall be provided annually during the month of April of the current year. The information shall be provided in a digital format agreed upon by both United Water and Meridian. The information provided shall be used by Meridian for the purpose of updating sewer billings, computer sewer modeling and for future reasons agreed upon by both UWI and Meridian. MUTUAL COOPERATION AGREEMENT - THE CITY OF MERIDIAN AND UNITED WATER IDAHO, INe. Page 3 of6 8. Entire Agreement: This Agreement and all exhibits hereto embody the entire Agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement supersedes all previous and contemporaneous communications, representations, and agreements, either written or verbal, between the parties on these matters. 9. Severability: If any of the provlSlons of this Agreement shall be held to be unenforceable, the remaining provisions shall nevertheless be enforceable and carried into effect, unless elimination of the unenforceable provisions shall materially frustrate the intent of the parties. 10. Successors and Assigns: This Agreement shall be binding upon the parties hereto and their respective administrators, employees, successors and assigns. 11. Controlling Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. No term or omission of language in this Agreement shall be construed to amend or waive any provision of the regulations or ordinances of the City of Meridian. The venue for any claim, litigation or cause of action between the parties shall be the Fourth Judicial District Court, Ada County, Idaho. 12. Exhibits: All exhibits referenced herein and attached hereto are incorporated into and made a part of this Agreement as if expressly and fully set forth in the body ofthis Agreement. 13. Notice: Notices required or contemplated under this Agreement shall be in writing and shall be deemed received when mailed by certified mail, postage prepaid, return receipt requested, to the respective parties at the following addresses: City: City of Meridian A TTN: City Clerk 33 East Idaho Avenue Meridian, Idaho 83642 MUTUAL COOPERATION AGREEMENT - THE CITY OF MERIDIAN AND UNITED WATER IDAHO, INC. Page 4 of 6 Company: United Water Idaho Inc. A TTN: General Manager P.O. Box 190420 Boise, Idaho 83719-0420 14. Amendment: No amendment, alteration or modification of this Agreement shall be effective unless made in writing and duly executed by the parties. 15. Duplicate Originals: This Agreement shall be executed in duplicate originals, with each page, including exhibits, initialed by each party, and each party shall retain one (1) original of the Agreement. 16. Waiver: The waiver by either party of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant or condition contained in this Agreement. 17. Dispute Resolution: The parties agree that any controversy or claim arising out of or relating to this Agreement, or its breach, shall first attempt to be settled by discussions and negotiation between the parties. If, after reasonable negotiations, the parties are unable to resolve the dispute, then the dispute shall be subject to mediation in accordance with the Commercial Mediation Procedures of the American Arbitration Association then in effect, with both parties sharing equally in the mediator's fee. A request for mediation shall be filed with the other party to the agreement. The request may be made concurrently with the filing of a legal action but, in such event, mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall endeavor to mutually agree on an independent, professional mediator within 15 days of the request for mediation. Agreements reached in Mediation shall be enforceable as settlement agreements in any court having MUTUAL COOPERATION AGREEMENT - THE CITY OF MERIDIAN AND UNITED WATER IDAHO, INC. Page 5 of6 jurisdiction thereof. The parties shall pay all of their own expenses associated with mediation, including any attorney fees and travel expenses. 18. Attorney Fees: In the event either party is required to enforce the terms or provisions of this Agreement, the prevailing party in any litigation arising therefrom shall be entitled to recover a reasonable attorney fee for the prosecution thereof. IN WITNESS WHEREOF, the parties have executed this Agreement and made it effective as of this day of ,2007. United Water Idaho Inc. City of Meridian By Gregory P. Wyatt Vice President, United Water Idaho Inc. By Tammy de Weerd Mayor, City of Meridian Attest: William G. Berg, Jr., City Clerk Approved By Council: MUTUAL COOPERATION AGREEMENT - THE CITY OF MERIDIAN AND UNITED WATER IDAHO, INC. Page 6of6 . . . .... . . o "' .. .... ~ 2 <( <; 51 ",: ~ W MCMILLAN RD m~ >; C .. U' od Nampa .. ~ W CHINDEN BI"VD 51 .--._~. <( .. <; i'i .~ .;,Z. ., W USllCK RD >.::--: .~ ..o_"iI::... :(~. _:... 2. . ;'. . ~,~i-fE~R~"LN': ":".: \'..:: ,. " '. W'~~.A;~~~. AV~:. 'w O~~~L.AND RD 51 ~ " <; :5 ,."aI. . ..__..._V'f ~~~,~~.L..~~. 51 . ~- ! z W KUNA RD . -~:i" "' a ~ ..m.. ..... tEl '" .. ~ ..~.~~.~... ~~ li! ~. ..j -~.. MERIDIAN '" W FRANKLIN RD IN!ERST.A.!~ ~ .:'.: W OVf:RLANO RD """''Q-... "': w' .; '" ... Z._n" I!' W VICTORy RD o "' '" ill '" :J "'. w AM,rY' ~D W HUB8ARD Fm KUNA-:', .... ~. .O.~~.~_~~T RDn~~"- ... ... W BOI5:E S,!~ :, '." ":W"4TN':~'r '(~!~.~,~i:' w" AVALON'ST~~~'~7'~~:~'~~~~~' $1 o "' :':'~ i '" II! ......... ,C/).., . 'ff !i!.':_~ :;l:',., '" !J'- .~ 2 ~ .2 .< .~. .51 '" : ~. .'::~:.~ .;. ..~ '" -:..; .::~...., ......~.... ..- -,.. 'Z ,,' ....;.11) '" .</ .,. "," o "' ~ r ",. <( ~. 2 Ii: KIMO RD ~.~.: ~~~~~~:~:'~:~:~~". "';:>'i! \(,' \ 0- '" g ;1" \ !~ ,\~., ' E FRiNK-lIN RD .1:., ~~~!.~~L .OR". . '. I~n~~",:~~,~ 1j4 Ii! 'oZ:' .<( is ffi '" '0 '.;",D:: .., ~".' --~. :;;: '.a:, ~: 9 ," .~..~~.~~. ,~p", . ~ ,--'" ",. '" l;; .~. ~ o ~"~I~L'~J~.B~A. .~~... E HUBBARD RD ..~, ~.~~~.~...':'::,AT RD O. 11::"" ~r ",: ili Z: .. .~. .~~~~...~~.....,..."......., ...-.'"' .. o .,,~ ,,~~~~ ~~_ "' .. ~ .Z ...)10 Z i!! ~ :0 " 0, "" ~. ........ -"li!- "". :: ..~. r ~ ~ .~._~!~~,.RD ~.' o "' ~ ~ <:I: '---ili: '" en!