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HomeMy WebLinkAbout012125 Special Session - Northwest Water and Sewer DistrictHARNETT COUNTY BOARD OF COMMISSIONERS Special Session Minutes January 21, 2025 The Harnett County Board of Commissioners sitting as the governing body of the Northwest Water and Sewer District met in special session on Tuesday, January 21, 2025 at 6:00 pm, in the Commissioners Meeting Room, Harnett County Resource Center and Library, 455 McKinney Parkway, Lillington, North Carolina. Members present: Matthew B. Nicol, Chairman William Morris, Vice Chairman Barbara McKoy, Commissioner W. Brooks Matthews, Commissioner Duncan "Eddie" Jaggers, Commissioner Staff present: Brent Trout, County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Finance Officer Melissa Capps, Clerk Chairman Nicol called the meeting to order at 6:54 pm. Christopher Appel, Senior Staff Attorney, reviewed a request to consider approval of the Utility Infrastructure and Service Interlocal Agreement with between Harnett County, Northwest Water and Sewer District of Harnett County, and the Town of Fuquay-Varina. Commissioner Jaggers made a motion to approve the Utility Infrastructure and Service Interlocal Agreement with between Harnett County, Northwest Water and Sewer District of Harnett County, and the Town of Fuquay-Varina. The motion was seconded by Commissioner Matthews. The motion carried unanimously. (Attachment 1) Vice Chairman Morris made a motion to adjourn at 6:55 pm. The motion was seconded by Commissioner Jaggers and carried unanimously. Matthew B. Nicol, Chairman QMelissa D. Capps, Neri Harnett County Board of Commissioners sitting as Northwest Water and Sewer District January 21, 2025 Special Session Minutes Page 1 of 1 UTILITY INFRASTRUCTURE AND SERVICE INTERLOCAL AGREEMENT THIS UTILITY INFRASTRUCTURE AN SERVICE INTERLOCAL AGREEMENT (hereinafter the "Agreement") is dated this the � day of �� 2025, by and between COUNTY OF HARNETT, a political subdivision and body politic of tlr State of North Carolina (hereinafter the "County"), the NORTHWEST WATER AND SEWER DISTRICT OF HARNETT COUNTY, a county water and sewer district organized under the laws of the State of North Carolina (hereinafter the "District") and the TOWN OF FUQUAY-VARINA, a municipal corporation of the State of North Carolina (hereinafter the "Town"); WITNESSETH: WHEREAS, the District owns a public water distribution system within the Town's urban service area, an area that was agreed upon and approved by the Town and Wake County, adjacent to the Town and its extraterritorial jurisdiction at that time; and WHEREAS, the County, through its Department of Public Utilities, manages and operates the water distribution system of the District; and WHEREAS, the parties entered into that certain Annexation Agreement Contract and Agreement dated June 18, 2003, and that First Amendment to Annexation Agreement Contract and Agreement dated October 8, 2007, said agreements being incorporated herein by reference (collectively the "Annexation Agreement"); and WHEREAS, the Annexation Agreement provided terms and conditions for future annexation of the District's water distribution system located with the Town's urban service area; and WHEREAS, the Town has experienced rapid growth and development witliitn its urban service area and is desirous of purchasing the portion of the District's water distribution system located within the Town's urban service area (hereinafter the "Conveyed Infrastructure") and in accordance with the Annexation Agreement; and WHEREAS, N.C.G.S. § 160A-274 expressly authorizes the District to convey its interests in real and personal property to the Town "upon such terms and conditions as it deems wise [and) with or without consideration...;" and WHEREAS, North Carolina General Statutes 160A, Article 20, Interlocal Cooperation, authorizes and empowers any units of local government to enter into interlocal agreements for the ownership, collstr action, operation, maintenance, management, and financing of all or portions of water systems within or outside the corporate limits of those units of local government. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows; PURCHASED ASSETS DESCRIPTION The Conveyed Infrastructure shall include, without limitation, all water mains, water services, meter assemblies, valves, fire hydrants, and other appurtenances required to provide water service to existing and future water customers located within the Town's urban service area and more particularly described in Exhibit A, attached hereto and incorporated herein by reference. The Conveyed Infrastructure shall not include the excluded assets more particularly described in Exhibit B, attached hereto and incorporated herein by reference (hereinafter the "Excluded Assets"). 2. CONSIDERATION The Town shall pay to County, on behalf of the District, the amount of Two Million Seven Hundred Ninety -Five Thousand Three Hundred Ninety -Five and No/100 Dollars ($2,795,395.00) on or within thirty (30) days of the Transfer Date as set forth herein. 3. TRANSFER OF INFRASTRUCTURE The District agrees to transfer to the Town the Conveyed Infrastructure as described above no later than that date that is sixty (60) days after the final completion of the System Improvements, defined herein, by the Town (the "Transfer Date"). System Improvements are anticipated to be completed no later than the end of January 2027. The transfer of the Conveyed Infrastructure shall be by execution of deed and dedication documents prepared by the Town Attorney and executed by the appropriate District and County representatives, in addition to any other documentation, agreements, or bills of sale necessary to complete the transfer. Upon execution of the deed and dedication documents, the Town shall own, operate, and maintain the Conveyed Infrastructure. The current County water customers and future water customers utilizing the Conveyed Infrastructure will become customers of the Town. The Town shall assume billing for the Conveyed Infrastructure within thirty (30) days of the Transfer Date. On the Transfer Date, at a time and place mutually acceptable to the parties, die District shall convey to the Town, free and clear of liens and encumbrances, the Conveyed Infrastructure by delivering Warranty Deeds for the District's easements and an Assignment and Bill of Sale for the District's personal property including, inter alia, die Conveyed Infasttucture in substantially the same format as Exhibit C, attached hereto and incorporated herein by reference. The County agrees to execute any North Carolina Department of Environmental Quality forms or applications required to transfer or assign any necessary permits for the operation and maintenance of the Conveyed Infrastructure to the Town, if any. On the Transfer Date the Northwest Harnett Water District shall introduce a resolution to relocate the Northwest Harnett Water District boundary along the Wake and Harnett County line. The County shall continue to serve customers connected to the Excluded Assets, including any new customers that may desire to connect to the Excluded Assets. 4. EASEMENTS AND RIGHTS -OF -WAY The District agrees to transfer all easements, rights -of -way, and utility encroachments associated with the Conveyed Infrastructure, whether conveyed from individuals, business entities, developers, homeowners' associations, builders, contractors and/or other individuals or entities, to the District, including, without limitation, those recorded in the Wake County Register of Deeds and listing the County or District as Grantee. 5. SYSTEM IMPROVEMENTS The Town agrees to make such improvements as required to integrate the Conveyed Infrastructure into the overall Town water system. The Town will be responsible for the cost of the improvements, maintenance, and any necessary expansions to the Conveyed Infrastructure to accommodate planned growth and development to serve present and future needs. The system improvements required for the conveyance of the Conveyed Infrastructure and integration with the Town's existing water system are described in Exhibit D, attached hereto and incorporated herein by reference. Upon installation of the Itron ERTS communication module on the conveyed water meters, the Town shall return to the County all uninstalled meter transceiver units (hMs). 6. SYSTEM DISCONNECTS The Town has identified specific disconnection points to separate the Town's water system from the District's water system. For these disconnection points, the Town will install an insertion valve at the disconnection point and hydrants on both sides of the insertion valve for future blowoff and maintenance of the respective water systems. The identified disconnection points are set out on Exhibit E, attached hereto and incorporated herein by reference. 7. RECORDS TRANSFER The County shall transfer to the Town all available reproducible and electronic copies of any and all records, data, information, and models arising from the construction, operation, and maintenance of the Conveyed Infrastructure and any other related activity, including, without limitation, projects in progress and the following: 1) Billing, collection, and payment records on all present customers coruiected to the Conveyed Infrastructure; 2) An accurate tabulation or listing of all actual service locations connected to the Conveyed Infrastructure to be transfetTed to the Town from the County, to include, without limitation: a. Address - Number and Street; b, Account Name (if active); c. Billing Address for Each Account Number; d. Account Numbers and all meter reading books and the history of all accounts for the past twelve (12) months; and e. Meter Location Description. 3) Receipts, accounts, and other records of deposits made by all present and past customers connected to the Conveyed Infrastructure; 4) Copies of all easements related to the Conveyed Infrastructure; 5) Copies of all encroaclnnent agreements related to the Conveyed Infrastructure; 6) Record drawings for the Conveyed Infrastructure; 7) Any other information, data, and accords reasonably related to die Conveyed Infrastructure. The County agrees that prior to the Transfer Date, and in no event later than thirty (30) days thereafter, the County shall submit to the Town such records pertaining to the Conveyed Infrastructure. Prior to the Transfer Date, the County Manager and Town Manager or their designees, shall determine mutually satisfactory administrative details for the transfer of the above -referenced records. 8. CUSTOMER TRANSFER As of die Transfer Date, all customers and users of the Conveyed Infrastructure shall become subject to all rules, regulations, and ordinances of die Town as the same apply to all users and customers of the Conveyed Infrastructure of the Town, and as same are now or may hereafter be amended. Such rules, regulations, and ordinances and schedule of rates, fees, charges, and penalties shall constitute a part of the Agreement between the Town and any customer or user of the subject Conveyed Infrastructure and any extensions thereof for the provision of water- service. A team comprised of County and Town staff shall develop a seamless transfer of customer accounts at the Transfer Date in order to provide continuity of account activity after the conveyance. Effective immediately following the Transfer Date, the County shall transfer customer deposits to the Town. 9. WATER RATES The water customers in the Town will pay the same water rates and fees as currently in effect for similarly situated customers of the Town. The County agrees to transfer all meter deposits held on behalf of their customers to the Town. 10. NO ORAL MODIFICATIONS Any change or modification of this Agreement must be in writing signed by both parties. 11. TERM AND TERMINATION OF AGREEMENT This Agreement shall be perpetual. The Town, die District, and the County hereby agree that such perpetual duration is reasonable and necessary in light of the purposes of this Agreement. If for any reason a court of competent jurisdiction rules in a final decision that may not be appealed that a perpetual term to this Agreement is unlawful, then this Agreement shall have a tenn of forty (40) years. If the term of this Agreement is so limited to forty (40) years, the expiration of the term shall only affect the agreements hereunder with respect to events and performances that occur after the expiration date of such term and shall not affect the existence or validity of any transfer, conveyance, undertaking, liability, or other action or right that occurred or arose prior to the expiration date. 12. DISTRICT REPRESENTATIONS AND WARRANTIES The District hereby represents and warrants as follows: 1) Except as otherwise disclosed herein, the District has good and marketable title, free and clear of liens and encumbrances, to the real and personal property being conveyed to the Town, including all permits, associated with every aspect of the Conveyed Infrastructure. 2) The Conveyed Infrastructure is in good condition and repair, normal wear and tear excepted, and is in compliance with all laws, rules, and regulations of applicable governmental units. 3) This Agreement, and all other documents and instruments related hereto and/or required hereby, has/have been duly authorized, executed, and delivered by the District and constitute valid and binding obligations by the District enforceable in accordance with its terms and conditions subject to bankruptcy, insolvency, or other laws affecting the enforcement of creditor's rights. 4) The District's execution and delivery of this Agreement and compliance with its terms and conditions will not conflict with or constitute a breach or violation of, or a default under any agreements to which the District is a party, any applicable law, rule, or regulation of any governmental unit or agency thereof, any applicable judgment or decree of any court or other governmental agency or body, or the provisions of any permits held by the District for the ownership, operation, and maintenance of the Conveyed Infrastructure. 5) The execution and delivery of this Agreement and the conveyance of the Conveyed Infrastructure to the Town do not require the approval of any regulatory body, governmental unit or agency, or any other persons/entities whatsoever. 6) All easements held by the District related to the Conveyed Infrastructure are assignable by the District without the consent of third parties. 13. COUNTY REPRESENTATIONS AND WARRANTIES The County hereby represents and warrants as follows: 1) The Conveyed Infastructure is in good condition and repair, normal wear and tear excepted, and is in compliance with all laws, rules, and regulations of applicable governmental units. 2) This Agreement, and all other documents and instruments related hereto and/or required hereby, has/have been duly authorized, executed, and delivered by the County and constitute valid and binding obligations by the County enforceable in accordance with its terms and conditions subject to bankruptcy, insolvency, or other laws affecting the enforcement of creditor's rights. 3) The County's execution and delivery of this Agreement and compliance with its terms and conditions will not conflict with or constitute a breach or violation of, or a default under any agreements to which the County is a party, any applicable law, rule, or regulation of any governmental unit or agency thereof, any applicable judgment or decree of any court or other governmental agency or body, or the provisions of any permits held by the County for the operation, and maintenance of the Conveyed Infrastructure. 14. TOWN REPRESENTATIONS AND WARRANTIES The Town hereby represents and warrants as follows: 1) This Agreement, and all other documents and instruments related or required hereby, have been duly authorized, executed, and delivered by the Town and constitute valid, binding, and enforceable obligations by the Town. 2) The Town's execution and delivery of this Agreement and compliance with its provisions will not conflict with or constitute a breach or violation of, or a default under any agreements to which the Town is a party, any applicable law, rule, or regulation of any governmental unit or agency thereof, or any applicable judgment or decree of any court or other govenimental agency or body. 3) The Town will perform the services customarily performed by water utility systems with respect to the acquired systems and customers, such as: a. Read all meters of, send all bills to, and collect all payments from the customers. b. Administer the provision of water service to new customers and coordinate the construction of related infrastructure by developers intending to connect to the Conveyed Infrastructure and future infrastructure within the Town's urban service area. Maintain, repair, and improve the Conveyed Infrastructure in a timely manner and operate and manage the Conveyed Infrastructure in a manner consistent with good business and operating practices for comparable facilities and in fiull compliance with all issued permits, operational requirements, industry standards, and the applicable laws, rules, and regulations of regulatory bodies, governmental units, or agencies thereof. 15. COOPERATION OF THE PARTIES The Town, District, and the County agree to cooperate, frilly, effectively, and efficiently with each other to accomplish the intent and purposes of this Agreement, execute all supplementary documents necessary to enforce its terms, and to take all additional actions deemed necessary and appropriate so as to give full force and effect to the terms, conditions, and intent of this Agreement. No party shall unreasonably withhold or delay providing such cooperation. The parties further agree to provide to each other, if requested, all plans, as built drawings, financial information, and all other information, documents, materials, and other things in their possession or control associated with the Conveyed Infrastructure, and the performance of the terms and conditions set forth herein. 16. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties and supersedes all prior and independent agreements between the parties covering the subject matter hereof. This Agreement does not affect or modify any existing water purchase agreements, capacity agreements, or sewer agreements between the patties, which remain in full force and effect. 17. SPECIFIC PERFORMANCE IN EVENT OF DEFAULT The parties acknowledge that monetary damages would not fully compensate either party in the event of any breach or default of this Agreement. The parties therefore agree that in the event of a breach or default by either party, the other patty shall, in addition to seeking damages, be entitled to seek and obtain the specific performance of the defaulting party's obligations hereunder. 18. AUTHORIZATION Each party certifies that all appropriate steps to legally enter into this Agreement have been taken, that the matter has been approved by the appropriate legislative body, and that the terms of this Agreement are understood. Moreover, each party certifies that all laws, rules, and regulations as well as any local governmental rules were followed with regard to acceptance of this Agreement and that this Agreement meets all standards for governmental agreements. 19. SECTION HEADINGS The section headings in this Agreement are for convenience and ease of reference only. Such headings are not part of this Agreement and are not to be used in interpreting its provisions. 20. GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the law of the State of North Carolina. 21. SEVERABILITY It is hereby the declared intention of the Town, the District, and the County that the paragraphs, sections, sentences, clauses, and phrases of this Agreement are severable. If one or more paragraphs, sections, sentences, clauses, or phrases shall be declared void, invalid, or otherwise unenforceable for any reason by the valid, final judgment, or decree of any court of competent jurisdiction, such judgment or decree shall not affect the remaining provisions of this Agreement. 22. WARRANTIES The County, the District, and the Town represent and warrant that each has full power and authority to enter into and perform any and all provisions of this Agreement between the County, the District and the Town. 23. NOTICES All communications and notices hereunder shall be in writing and shall be (i) delivered by hand, (ii) sent prepaid by overnight delivery, or (iii) sent by United States Mail, certified, postage prepaid, return receipt requested, as the addresses designated below, or to such other addressed as either party may hereafter designate in writing from time to time: To the Town: Town of Fuquay-Varuia Attn: Adam G. Mitchell, Town Manager 134 North Main Street Fuquay-Varina, NC 27526 With a copy to: James S. Adcock III Town Attorney 135 North Main Street Fuquay-Varina, NC 27526 To the County or District: Harnett County Attn: Brent Trout, County Manager PO Box 759 Lillington, NC 27546 With a copy to: Harnett County Attn: Senior Staff Attorney PO Box 238 Lillington, NC 27546 24, SIGNATURES This Agreement, together with any amendments or modifications, may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement. 8 IN WITNESS WHEREOF, the parties hereto, acting by and through their duly authorized representatives pursuant to the resolutions of their respective governing bodies, have caused this Agreement to be executed as of the day and year first above written. AO- t.1GR(�gy/� ATTEST: TOWN OF FUQUAY VARINA BY. By: Name: Teresa Wilder, Town dash more,,.'`' Name: Adam G. Mitchell Title: Town Manager `y C JU NORTH CAROLINA WAKE COUNTY I certify that Teresa Wilder, Town Clerk of the Town of Fuquay Varina, personally appeared before me this day and certified to me under oath or by affirmation that she is not a named party to the foregoing document, has no interest in the transaction, signed the foregoing document as a subscribing witness, and either (i) witnessed Adam G. Mitchell sign the foregoing document, or (ii) witnessed the principal acknowledge the principal's signature on the ah•eady-signed document. =f�cP'��TpRy�fd-NL t A(/l3L�G 0$ 02 26 C�V`�� F �CO U N 10 %���� [Affix Notary Seal in Space Above] [Notary's s ture as name appears on seal] [Notary's printed name as name appears on seal] My commission expires: mh This instrument has been pre -audited in the manner required by the Local Government Budget and Fi cr Cor �� rca 7 _ _ 12/19/2024 Town Finance Officer Date Agpt V ZiAlt®rm: L James S. Adcock III, Town Attorney ATTEST: By: Name: t;� Ccux�S Clerk NORTH CAROLINA HARNETT COUNTY HARNETT COUNTY By: Name: Brent Trout Title: County Manager I certify that M& , Clerk of Harnett County, personally appeared before me this day and cerfffieb to me under oath - by affirmation that she is not a named party to the foregoing document, has no interest in the transaction, signed the foregoing document as a subscribing witness, and either (i) witnessed Brent Trout sign the foregoing document, or (ii) witnessed the principal acknowledge the principal's signature on the already -signed document. Today's Date 4" V 2025. ``'<<+iriij,"I� G BEQ N.•'OTA/j t- AU B 0 Frr cove. [Affix Notary Seal in Space Above] Cf�� Nota 's signature as name appears on a -1alm, c,c�.�i [Notary's printed name as narneipears on seal] My commission expires: 9 . a3-2x • olOc� Th' ins meat has been pre -audited in the mariner required by the Local Government Budget and Fis Cohtr Ac I 29. ?-0-25 County Finance Off er Date Approved as to form: ris op rer Appe , Senio ffAttorney ATTEST: By: Name: NORTH CAROLINA HARNETT COUNTY NORTHWEST WATER AND SEWER DISTRICT OF HARNETT COUNTY By: Name: M I 0 1 Title: Chairman I certify that , C llerk of NORTHWEST WATER AND SEWER DISTRICT OF HARNETT COUNTY, persoftfilly appeared before me this day and certified to me under oath or by affirmation that she is not a named party to the foregoing document, has no interest in the transaction, signed the foregoing document as a subscribing witness, and either (i) witnessed MQ}>�l _ _, sign the foregoing document, or (ii) witnessed the principal acknowledge the principal's signature on the already -signed document. Today's Date JClv)uV N 2� 2025• c otae 's signature as name appears on se- . C [Notary's printed name as name ars on sea]) My commission expires: Cl • ,-1Q •2P,-)r9 [Affix Notary Seal in Space Above] EXHIBIT A Exhibit A: Infrastructure Conveyance Town of Fuquay-Varina Public Utilities Department i� F1JQUA`(-\/ARNA a dcsh more uo o,m„<.ww,riM.».w,,. oe.,,ww:.,.a ro�>ar< os�.,..�w•c.,<o:n•+�.<•�uwxe.n,..iwv...,q�<.,..h.�.oc...ww.,. nw�mc �>.�cww.,.�v<.,.n.<„>.e �n+nr w.. o..non 1 i g C C C 1. Existing 36-inch transmission waterline along Piney Grove Wilbon Road to 2411 Fleming Road 2. 2411 Fleming Road-8.89 acres PIN 0646859007 containing piping, ground storage tank and booster pump station 3. Existing 4-inch dead-end waterline on OC Hester Road east of the railroad tracks 4. Existing waterline on Tutor Stephens Road -Holly Springs Service Area 5. Existing 6-inch waterline on Purfoy Road Meter Transceiver Units (MXUs) connected to the Sensus Iperl Water Meters that are to be conveyed. Prepared by and return to: James S. Adcock III, Town Attorney 135 North Main Street Fuquay-Vagina, NC 27526 STATE OF NORTH CAROLINA ASSIGNMENT AND BILL OF SALE COIUNTY OF WAKE THIS ASSIGNMENT AND BILL OF SALE is made this by and between the TOWN OF FUQUAY-VARINA, a municipal corporation of the State of North Carolina (`Buyer"), and NORTHWEST WATER AND SEWER DISTRICT OF HARNETT COUNTY, a county water and sewer district organized under the laws of the State of North Carolina ("Seller"). RECITALS: This Assignment and Bill of Sale is given pursuant to that certain UTILITY INFRASTRUCTURE AND SERVICE INTERLOCAL AGREEMENT entered into between the parties hereto dated _ _ _. _ _, (the "Conveyance Agreement"). The parties agree that the representations and warranties of each party contained in the Conveyance Agreement shall survive the execution and delivery of this instrument. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Conveyance Agreement. Seller, for and in consideration of the sum of Two Million, Seven Hundred Ninety -Five Thousand, Three Hundred Ninety -Five and No/I00 Dollars ($2,795,395.00) and other good and valuable consideration, to the County of Harnett, for and on behalf of the Seller, in hand paid, the receipt and sufficiency of which is hereby acknowledged, has bargained, sold and assigned, and by these presents does bargain, sell, assign and convey unto the Buyer, its successors and assigns, certain personal property, infrastructure, facilities, structures, easements, other property rights, liabilities, and all other materials and things associated with or required for the ownership, operation, and maintenance of the Conveyed Infrashvcture (collectively the "Property"), as more particularly described on Attachment A attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the Property, including the appurtenances thereof, unto the Buyer and its successors and assigns in fee simple forever. The designation of Buyer and Seller as used herein sliall include said parties, their heirs, successors and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. Seller represents and warrants to Buyer that it is seized of the Property in fee simple and has the right to convey the same in fee simple, that the same is free and clear of all encumbrances whatsoever, that it will warrant and defend the title thereto against the lawful claims of all persons whatsoever, and that it is not a party to any contracts to provide water service to anyone except those listed in the Conveyance Agreement. IN TESTIMONY WHEREOF, Seller has caused this instrument to be executed by its duly authorized officer and its seal to be hereto affixed as of the date first above written. ATTEST; County Clerk [SEAL] STATE OF NORTH CAROLINA COUNTY OF HARNETT NORTHWEST WATER AND SEWER DISTRICT OF HARNETT COUNTY By:_ I, a Notary Public of the County and State aforesaid, do hereby certify that personally came before me this day and acknowledged that she is the County Clerk for Harnett County, a body politic, and that by authority duly given and as the act of the municipal body politic, the foregoing instrument was signed in its name by its sealed with its county seal, and attested by herself as its County Clerk. WITNESS my hand and official seal, this day of ___, 2025. Notary Public My Convnission Expires: (SEAL) EXHIBIT D ry 1• 1l vm►► blei I w► ► Exhibit E: Disconnect Points Town of Fuquay-Vadna Public Utilities Department FUQU/\Y-\/nP;Nn c ocsh more n,.o,+mK.aawac-wr�•.� o>�.,.Mi.Wm.eia�„rc, oe,..1w�nC.�N�rwRw.e►_IiI'ANAMPywrlqm+�Mw�.nCwrYN.u�4vct.V:,h�iWTwMn'�mrew�Mn4vn�V.x.D.WV,