Highlights Of City’s Wastewater Agreement With Trumbull

Monday night the City Council approved a 10-year agreement with the Town of Trumbull that resolves a settlement of arrearages in which Trumbull will pay the city’s Water Pollution Control Authority nearly $1.4 million for processing its waste and sets the terms of future charges. The deal commences on July 1 and includes a renewal period of three additional years.

Millions of dollars to process waste flows from Trumbull to Bridgeport. Trumbull has sewers, but no sewage treatment plant so its waste is processed through the city system. The agreement stems from a series of negotiations in conjunction with the Superior Court that originated in the mayoral administration of Bill Finch and completed under Mayor Joe Ganim. The city was reluctant to release details of the agreement until all sides had signed off. Trumbull officials have approved the agreement as well.

Some of what follows is legal jargon but provides highlights of the agreement including a maximum monthly flow, a surcharge on an excess amount and an out for Trumbull in seven years if it wants to exit the WPCA system to pursue an agreement with another community, for instance, such as Fairfield.

Term and Termination:

The Agreement shall be for a period of (10) years, commencing as of July 1, 2016 and continuing until June 20, 2026 together with an automatic renewal period of three years. (See Section 2.2(a) and 2.2(b)). The Agreement provides that if the Town is ready and able to exit the WPCA system on and after the seventh year of the Term and any Renewal Period, the Town may terminate the agreement upon two years written notice to the WPCA and the City. (See Section 2.2(b)).

Maximum Flow

The WPCA agrees to accept up to a maximum monthly average flow from the Town of 4.2 millions of gallons per day. Should the Town exceed such maximum monthly average flows, based on the total flow for the month divided by 30 days, the Town shall pay to the WPCA a 15% surcharge on the excess amount over the maximum monthly average flow up to a maximum aggregate surcharge of $125,000 per fiscal year during the Term or Renewal Period together with any fines to be paid pursuant to the Sewer Use Ordinance. The Agreement does not provide any exception for excess flows resulting from hurricanes or similar extraordinary storms. The surcharge shall be calculated in accordance with the Agreement and as shown in the following surcharge calculation example:                                 ‘

Annual Charges:

The Town agrees to pay annual charges to the water usage for all users of the WPCA system from the Town, multiplied by the sewer use rate adopted by the WPCA and then in effect, plus any applicable surcharges. The WPCA shall apply a discount against the sewer use rate adopted by the WPCA, which shall be 8% in year one and decrease by 1% each year of the Term; the final two years of the Term plus for all three years of the Renewal Period, if any, there shall be no discount.

Settlement of Arrearages:

Pursuant to the Agreement, the Town agrees to pay the WPCA a settlement in the amount of $1,373,196.65 in full settlement all unpaid Trumbull Sewer Use Charges for the period of July 1, 2012 through February 29, 2016, less an agreed upon discount of 3.6%.

Billing:

The Town and Trumbull WPCA waive any and all rights each Party may have pursuant to Law to appeal the sewer use rate adopted by the WPCA during the Term or any Renewal Period.

Reps and Warranties:

The WPCA shall make certain representations and warranties to the Town, including regarding the following matters (See Section 3.2):

• the due authorization and enforceability of the Agreement against the WPCA;
• the WPCA’s compliance in all material respects with applicable Laws;
• the absence of actions, suits, claims, enforcement actions or proceedings pending or threatened against the WPCA that calls into question the WPCA’s legal authority to enter into the Agreement or that would otherwise prevent or delay the transactions contemplated by the Agreement;
• that the WPCA shall take all reasonable efforts to control infiltration and inflow from the WPCA Wastewater System; and
• the WPCA and the City shall not hinder or delay the Town’s and Trumbull WPCA’s connection to a new system, and will reasonably assist the Town and Trumbull’s WPCA in obtaining any federal, state and/or local permits needed to effectuate connection to another sewer system.

The Town shall make certain representations and warranties to the WPCA and the City, including regarding the following matters

• the Town and the Trumbull WPCA’s legal existence and power to enter into the Agreement;
• the Town and Trumbull WPCA’s compliance in all material respects with applicable Laws;
• the absence of actions, suits, claims, enforcement actions or proceedings pending or threated against the Town of Trumbull WPCA that calls into question the Town of Trumbull WPCA’s legal authority to enter into the Agreement or that would otherwise
  prevent or delay the transactions contemplated by the Agreement;
• the Town and Trumbull WPCA shall take all reasonable efforts to control infiltration and inflow from each of the Trumbull Wastewater System and the WPCA Wastewater System;
• the Town and Trumbull WPCA are customers of the WPCA in accordance with the Sewer Use Ordinance; and
• the Town and Trumbull shall make all reasonable efforts to fully and completely exit the WPCA Wastewater System prior to the end of the Term or the Renewal Period, if any.

Events of Default:

Events of Default by the WPCA include (§ 6.1):

• entry into bankruptcy, reorganization or similar proceeding;
• general assignment by the WPCA for the benefit of its creditors; or
• a representation, covenant or warranty made in writing by and/or on behalf of the WPCA or the City in the Agreement proves to be false, misleading or incorrect in any material respect when made or deemed made.

Events of Default by the Town include (§ 10.3):

• entry into bankruptcy, reorganization or similar proceeding;
• general assignment by the Town for the benefit of its creditors;
• failure to pay any amounts owed hereunder within 30 days after such amount is due;
• a representation, covenant or warranty made in writing by and/or on behalf of the WPCA or the City in the Agreement shall prove to be false, misleading or incorrect in any material respect when made or deemed made; or
• failure to otherwise comply with the Agreement in any material respect.

Events of Default by the City (§ 6.4)

• Failure of the City to comply with the obligations of Section 3 .2( e) (see Reps and Warranties above, 5^thbullet), Section 7 (Release) and Section 8.14 (None of the Parties are limiting their respective rights and obligations in the respective governmental or regulatory capacity).

Any Event of Default by any Party shall be subject to certain applicable cure periods and procedures set forth in Section 6 of the Agreement.

Upon an Event of Default by the WPCA and/or the City, the Town and the Trumbull WPCA shall NOT have the right to terminate the Agreement.

Mutual Release:

The WPCA and the City and the Town and the Trumbull WPCA agree to completely release one another from any and all claims related to the certain outstanding Dispute and Litigation as specified in the Agreement.
(See Section 7.2)

Publicity/Confidentiality:

For the period commencing on the date of the Agreement and ending on January I, 2018, neither the Town nor the Trumbull WPCA shall make any derogatory public announcement concerning the Agreement or the transactions contemplated thereby. (See Section 8.1).

Waiver of Trial by Jury:

The WPCA, the City, the Town and the Trumbull WPCA each agree to waive any right to have a trial by jury.