United States
             Environmental Protection
             Agency
Office of Water
(WH-550)
EPA/570-9-91-035
[December 1991
v>EPA     Restructuring Manual

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          Restructuring Manual
                     Table of Contents
Introduction: You Can Make a Difference	5
   A Case Study: North Lakeport, California	5
   The Role of Restructuring	7

Part 1: Defining the Problem	9
   Small Systems, Non-Viable Systems	9

Part 2: What is Restructuring?	13
   Definition of Restructuring	13
   Variations in Terminology	14
   Benefits of Restructuring	15

Part 3: How to Do It	17
   Step 1: Define the Problem	17
   Step 2. Conduct a Feasibility Study	17
   Step3. Find a "Champion"	19
   Step 4. Choose a Restructuring Option	20
   Step 5. Develop a Plan to Sell the Concept	23

Part 4: Role of the Drinking Water Regulator	27
   Step 1. Analyze the Nature of Compliance Problems to
      Determine Which Restructuring Options Might Be
      Effective	27
   Step 2. Use Your Influence to Have a Feasibility
      Study Conducted	28
   Step 3. Use Your Enforcement Authority to Promote
      Restructuring Options	29
   Step 4. If You Need More Authority to Promote
      Restructuring, Ask for It	30
   Step 5. Discuss Restructuring with System Owners,
      Boards of Directors, and Citizens' Groups	31
   Step 6. Work with the PUC to Promote Restructuring	31
   Step 7. Implement the Change	32

Part 5: Trouble Shooting	33

Where to Go for Help	39
   References	39
   Risk Communication	40

Appendix A	41

Appendix B	55

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                                       Restructuring Manual

                        A Training Manual for State Drinking Water Personnel
                                 as They Meet the Challenges of the
                             1986 Safe Drinking Water Act Amendments
                              Introduction: You Can Make a Difference
You can do
something
about
non-viable
water systems.
      Non-viable systems lack the technical, financial or manage-
rial capabilities to comply with drinking water regulations. You
know these systems. They cause you continual distress. They take
up much of your time, yet their problems are never really solved.

      State drinking water personnel often feel that they don't
have the resources or the authority to resolve the problems of non-
viable drinking water systems. But, you can do something about
them. You can start today, but you must be willing to take enforce-
ment actions that will give the non-viable system an incentive to
consider major changes in the way it does business. You have to
make it clear that compliance is not optional; doing nothing is not
an alternative for non-viable, non-compliant systems. You also
must be willing to work with local citizens' groups and other
organizations to plan and implement changes.  Consider the fol-
lowing case study.
                   A Case Study: North Lakeport, California

                         Just north of the City of Lakeport, California, in 1985,80
                   percent of the small systems in the area were having problems
                   meeting water quality standards.1 Both the ground water and the
                   lake were poor sources of supply. The ground water contained
                   iron, manganese, and high levels of dissolved solids. In some wells
                   the concentrations of arsenic and barium also were high. Clear
                   Lake, the local surface water source, is eutrophic; periodic algae
                   blooms can last as long as seven months and cause serious taste
                   and odor problems. In addition, turbidity in the lake ranges from 3
                   NTU to more than 90 NTU during whiter storms.
                         JAs cited in North Lakeport Water Supply Feasibility Study, Gulp, Wesner.
                   & Gulp, June 1985.                                     K

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                              Restructuring Manual
      The county became interested in the area's water problems
because:                                '
                                       [
1.  The county wanted to build a jail in that area and was deciding
   how to obtain safe water for it. They couldn't build if the water
   was unsafe or if there wasn't an adequate supply.

2.  A juvenile hall in the area was having severe water quality
   problems.

3.  A developer began a subdivision for 100 homes, but the well
   went dry after only 8 houses were completed. Development
   would stop if a solution to the dry well couldn't be found.
                                       i
4.  People in the area were complaining about their water.

      The result of the county's interest was a feasibility study,
which examined 8 major options to solve the area's water prob-
lems. The study defined the proposed service area; surveyed
existing, planned, and proposed developments to determine inter-
est in the area-wide project; examined alternative sources of sup-
ply; examined financing options; and investigated water supply
plans ranging from developing a basic system capable of serving
just the proposed jail and the juvenile hall (equivalent to 240 resi-
dential connections) to developing a large system for the entire area
(equivalent to 3,300 residential connections).  In the end, Lake
County voters approved the formation of a County Service Area
(CSA) and decided to build a new treatment facility.  A total of 51
small water systems and approximately 500 individual connections
were joined together into a single water system in December 1990.
The new treatment facility used coagulation and sedimentation,
and for the taste and odor problems, ozonation and granular acti-
vated carbon.                          :

      One system that merged into the newly formed CSA is
Countrywood Mobile Home Park. Countrywood drew its water
from Clear Lake and had 24 connections.  In 1988 and 1989, the
system experienced multiple turbidity and coliform MCL viola-
tions. Very few of the required analyses were submitted; for ex-
ample, according to FRDS, turbidity sampling violations totaled 6
in 1987 and 3 in 1988.  There is only one record of public notifica-
tion in the file: a boil water notice dated October 5,1989. There  is
no record of chlorine residual levels, or chemical and radiological
tests (other than those mentioned). Before becoming part of North
Lakeport, the system was issued a Notice of Violation (NOV) by
EPA Region IX, and a citation by Lake County Department of
Health.

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                             Restructuring Manual
Regulators
play a special
role in
promoting
restructuring.
Restructuring
benefits
regulators and
consumers.
      The regulators in California did not play a large role in
initiating the solution; however, they had documented incidences
of non-compliance so well that they could help the county's case for
receiving funding through the 1986 Safe Drinking Water Act
(SDWA) Bond Law. When the State prioritized areas to receive
assistance through the SDWA Bond Law, North Lakeport ranked
approximately 5 out of 1,500 cases. In addition to making a strong
plea for funding, the regulators used enforcement to convince
systems that they had to make a change.  And, once the feasibility
study was conducted, they offered their assistance in implementing
a solution.

      Most people, including regulators, community residents,
and developers, supported the decision to form a CSA. Because
residents had experienced the effects of poor water quality, there
was heightened public awareness about the issue. Even though
some residents were told that they may have to pay $10-12 more a
month, they agreed to the solution.

      The entire process took nearly 5 years.  Most of this time was
for preliminary planning. The feasibility study was completed;
there were many meetings to discuss how the CSA would be
implemented; and there were several discussions about how to
finance the project. Once plans and specifications were approved,
however, it took slightly longer than a year to complete construc-
tion.

      The benefits of this restructuring are numerous. Regulators
are pleased because there are fewer systems to worry about: in-
stead of having fifty regulated systems in the area, they now have
one. They also are guaranteed that the new CSA system will pro-
vide better quality water, thereby reducing the burden of answer-
ing citizen complaints and taking enforcement action against non-
compliers. Customers are satisfied because they now have a safe,
reliable supply of water, and, in some cases, are paying lower
water bills. The county is able to build its jail and maintain the
juvenile hall. The developer can complete the housing project.
And, the system will provide high quality water for all future
development in  the area.
                   The Role of Restructuring

                   Although many States have used restructuring successfully, few
                   have adopted aggressive regulatory policies to encourage it. Re-
                   structuring will not work for all non-viable systems, but it can
                   work for many of them. Restructuring should be viewed as an
                   option that can provide a permanent solution to small systems
                   problems. It can ensure that these systems will come into compli-
                   ance and stay in compliance for the long term.

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                                  Restructuring Manual
                                          s
       This manual will show you how to accomplish small system
restructuring.  Part 2 of this report defines restructuring options
and describes the benefits of various types of restructuring.  Part 3
explains, step by step, how to implement restructuring. Part 4 is
specifically tailored for drinking water staff and describes the role
of the drinking water regulator in restructuring. And Part 5 is a
trouble-shooting guide to overcoming barriers to restructuring.2
Appendix A provides additional case studies of restructuring.
       2This is not a policy document for State drinking water administrators.
 There are, however, three reports that provide an excellent policy background
 on solutions to the problem of non-viable systems; See U.S. Environmental
 Protection Agency, Ensuring the Viability of New, Small Drinking Water Systems,
 EPA-570/9-89-004, April 1989 and Improving the Viability of Existing Small
 Drinking Water Systems, EPA 570/9-90-004, June 1990. Also see State Initiatives to
 Address Non-Viable Small Water Systems in Pennsylvania, prepared by Wade Miller
 Associates, Inc.

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                             Restructuring Manual
                                    Part 1:  Defining the Problem
Small systems
represent 90
percent of all
CWSs in
violation and
88 percent of
all SNCs.
Some small
systems are
non-viable,
and most
non-viable
systems are
small.
 Small Systems. Non-Viable Systems

       Nearly 90 percent of all community water systems (CWSs)
 are small (defined by the U.S. Environmental Protection Agency
 [EPA] as those serving fewer than 3,300 people). Often character-
 ized by low revenues, lack of technical and management expertise,
 and inability to obtain capital, small systems frequently violate
 State and Federal drinking water regulations. In FY1990, small
 systems represented more than 90 percent of all CWSs in violation
 and 88 percent of all significant non-compliers (SNCs). Implemen-
 tation of the 1986 Safe Drinking Water Act (SDWA) Amendments
 will only make the problems of small systems worse. National
 compliance costs for the new drinking water regulations are esti-
 mated at $1.8 billion per year; over 69 percent of these costs are
 estimated to be for small systems. Installing new treatment equip-
 ment, while complying  with increased monitoring and reporting
 requirements, will be terribly difficult for these systems.

       It should be noted that although EPA defines a small system
 as one that serves fewer than 3,300 people, most small  systems
 actually serve fewer than 500 people (or roughly 100 connections).
 These systems, considered to be "very small" by EPA,  represent 63
 percent of all CWSs. (See Exhibit 1.) Not only do these systems
 make up the bulk of small systems, they also account for over half
 of all  drinking water violations. (See Exhibit 2.) This is not to say
 that all small systems are non-viable; some small systems are non-
 viable and most non-viable systems are small.

      The problems that small systems cause for regulators are
 evident in Washington state. A small water system in Washington
 is defined as having fewer than 1,000 service connections, but 95
 percent of these have fewer than 100 service connections. Small
 water systems account for over 60 percent of all monitoring/report-
 ing violations.
 Regulators  are
 concerned that
 with implementa-
 tion of the SDWA
 Amendments,
 these violations
 will only increase.
 The problem is
 made worse
 because of the
 enormous costs
 associated with
ensuring small
system compli-
                                                       Exhibit 1
                                                Distribution of CWSs by Size
                                                  Total Systems = 59,182
                                         Very Small
                                           63%
Medium, Large,
 It Very Large
   13%
                                       Source: FY 19M Compliance Report, March 1991

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                                Restructuring Manual
ance. As Exhibit 3 illustrates, the Washington Department of
Health (WA DOH) has estimated the cost of implementing the
SDWA Amendments for small systems at $130 million. This places
an enormous burden on DOH. The department has estimated that
it will need to hire 43 new staff, most of whom will be devoted to
small system problems.                   |

      Not only will ensuring compliance for small systems create a
burden on WA DOH, but it will have a tremendous impact on
small water system customers in Washington.  For a typical
ground water system serving fewer than 100 connections, the an-
nual per household cost for drinking water is expected to increase
between $117 and $245.3 For systems requiring more sophisticated
treatment, the cost could rise to over $500 more per household.
And, the annual cost for a typical surface water system with fewer
than 100 connections could rise to more than $1,100 per household.4
WA's estimated
cost of
implementing
SDWA for
small systems
is $130 million.
                           Exhibit 2
               CWS Violators of M/R and MCL Requirements
                           FY1990*
             14,000
             12,000 -
             10,000 -
                    12,495
                           3,638
                  Very Small Small Medium  Large Very Large
         •The number ol CWSs in violation equals 15795. The chart shows the number
          to equal 17,816 (whan adding the violations tor the five size categories)
          because soma systems are both Mm and MCL violators.  i

         Source; PROS 198 (1/15/91).                 '
       *This estimate assumes costs for additional monitoring and disinfection.

       *Small Water Systems: Problems and Proposed Solutions. A Report to the
 Legislature. Washington State Department of Health. January 1991.
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          Restructuring Manual
      The bottom line is that small systems, particularly those
serving fewer than 500 people, tend to be non-viable. Non-viable
systems have the following characteristics:

  • they are not self-sustaining;

  • they do not have the necessary financial, managerial, and tech-
   nical capabilities.

These systems have the most difficulty complying with drinking
water regulations; consequently, they are the black hole into which
State drinking water program resources disappear.
SD\

Exhibit 3
Total Projected Costs For Small System
Compliance with 1986 SDWA Requirements
in Washington
A/A Elements
Organics/lnorganics
Bacteriological
Surface Water Filtration
Filtration Alternatives
Corrosion;
Radionuclides
Disinfection; By-Products
Administration
Group B Systems
^^1,2.34
i-
XXXXXX-KXXXX >C X X_xCX s\. X ,
r- 4 r
^J^J^J^j^j^jcyjCXjcxScScV^P o5. 1 ti
lr»



1 43.37
i

0 10 20 30 40 50
Cost in Millions of 1 990 Dollars
Source: -Small Water Systems,' A Report to the Legislature, January 1 99 1 .
                                                           11

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                             Restructuring Manual
                                    Part 2: What is Restructuring?
Restructuring
refers to
solutions that
address
non-viable
systems' lack
of economies
of scale.
 Definition of Restructuring

      Central to the problem of non-viable small systems is their
 lack of economies of scale. All systems incur costs for O&M,
 management, and investment in plant and equipment. Because
 small systems cannot purchase goods or services in large amounts,
 they must pay relatively high unit prices.

      Restructuring refers to solutions for non-viable systems that
 address their lack of economies of scale. The three major categories
 of restructuring are:

  • contracting for O&M services, with or without capital infusion,

  • mergers and acquisitions, and

  • creation of a new water system.

 By contracting for O&M services,  a small water system may take
 advantage of the economies of scale already achieved by a large
 firm that provides O&M services to many clients. Contracting for
 O&M with capital infusion is similar, except a firm provides work-
 ing capital for daily operations or for facility improvements or
 construction. In a merger or acquisition, a small system (or group
 of small systems) becomes part of a larger system, automatically
 taking advantage of the acquiring system's economies of scale. A
 new water system usually is created when a government entity,
 such as a county, decides to enter  the water business. This is what
 happened in the North Lakeport example used in the introduction.

      It is critical to note that mergers and acquisitions and the
 formation of a new system involve a transfer of the assets of the
 entities involved; contract O&M, with or without capital infusion,
 does not.

      Contract O&M may be provided by:

  • a private firm that specializes in these services, or

  •, a large water utility that provides these services as an ancillary
   business function.

Contract O&M with capital infusion usually is provided only by
specialized private firms.  Because this type of service is relatively
new, few such firms are currently in operation. Also, these  firms'
clients tend to be medium-sized systems. This could change, how-
ever; demand for O&M with capital infusion is expected to grow
rapidly.
                                                                             13

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                              Restructuring Manual
      There are two categories of mergers and acquisitions and of
created water systems. The distinction depends on the ownership
of the acquiring or new system. The system, can be:

  • a privately owned utility, or
                                       i
  • a publicly owned utility.
          in Terminology
      Industry professionals may use many terms to describe the
restructuring options described above. While regional usage varies
substantially and many different "terms of art" have developed,
the underlying concepts usually are the same. For example:

  • Contract O&M may be referred to as satellite management,
   third-party operator, service contract, turn-key operation, and
   privatization.

  • Contract O&M with "capital infusion" generally refers to the
   provision of O&M services with working capital or new capital
   investment. Capital infusion involving working capital may be
   called "affermage."  Under this approach, an operator performs
   routine O&M and provides working capital required for a
   system's daily operation.  Capital infusion requiring new capital
   investment may be called "concession." Under this approach,
   an operator finances all costs for the installation of the system
   (new works and renewal) as well as the working capital for
   daily operations.

  • A "big brother" arrangement is contract O&M provided by
   civic-minded large water systems that may, or may not, charge
   for these services.

  • Acquisitions and mergers may be called satellite ownership,
   takeovers, buyouts, consolidations, regionalization,
   privatization, spaghetti systems, or consecutive /secondary
   systems.

      Pay particular attention to some subtle distinctions in
terminology.                           [

            Satellite management is a form of contract O&M
            where the contractor is a large water utility.  Satellite
            ownership refers to an asset transfer: a large utility
            acquires a small utility, but does not interconnect the
            two systems.               I
Many terms
are used to
descibe
restructuring
options.
Some
differences in
terminology are
subtle.
 14

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                            Restructuring Manual
                               Privatization can refer to either contract O&M or to
                               mergers and acquisitions, so long as the provider of
                               services or the acquiring entity is privately owned.
Restructuring
enables
systems to
provide safe
water and to
comply with
drinking water
regulations.
Restructuring
eliminates
non-viable
water systems.
Benefits of Restructuring

      Restructuring can be used to benefit drinking water systems,
their customers, and State drinking water programs.  (See Exhibit
4.) By increasing economies of scale, restructuring enables systems
to improve compliance with drinking water regulations and
provide better quality water to their customers. For example, in a
merger or acquisition, a small system, or group of systems,
becomes part of a larger one, thereby gaining the acquiring entity's
economies of scale. The small system's problems are solved more
easily by the larger system, which can afford to make necessary
improvements.

      Restructuring is often the lowest-cost route to compliance
and safe water for system customers. Restructuring can reduce
systems' long-term operation costs and can save State resources
used for monitoring, inspection, and enforcement.

      From your standpoint, the most important benefit of
restructuring is that it eliminates a non-viable water system. Non-
viable systems are
persistent
compliance
problems.
Enforcement may
bring them back
into compliance;
but before long,
they are out of
compliance again.
For example,
enforcement of
operator
certification may
ensure that a
certified operator is
in charge of a non-
viable system, but
there may be
turnover in that
position soon
thereafter.

1
(

Fe
cu
CO


Exhibit 4 I
Benefits of Restructuring 1


Benefits to
the system
ncreased Potential Improved Improved
economies long-term customer planning
jf scale savings service for future
operations


Benefits to
the State Regulator
wer Improved Resource Potential
stomer compliance savings reduction
mplalnts with In number
regulations of regulated
systems

Benefits to
the consumer
Improved Reduced Increased
water long-term reliability
quality cost of supply



                                                                           15

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                                      Restructuring Manual
              Non-viable systems drain State drinking water program
        resources year after year. Their problems are never completely
        solved. The Washington State example illustrates how time-
        consuming and difficult it is to ensure small system compliance.
        Restructuring can remove non-viable systems from your inventory.
        16

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                             Restructuring Manual
                                        Part 3: How to Do It
                         State drinking water regulators can encourage and facilitate
                   restructuring, but usually do not actually implement it. Instead,
                   regulators rely on a local "champion" of restructuring (e.g., a utility,
                   a citizens group, etc.) to promote it. Nevertheless, regulators must
                   understand how restructuring works, so we have prepared the
                   following step-by-step guide.
Define the
problem as
broadly as
possible.
Stepl: Define the Problem

      Everyone knows there is a problem. A system is not
complying with Federal and State drinking water regulations. It is
useful, however, to define the problem as broadly as possible, since
this often stimulates more creative solutions.

      For example, assume that the immediate problem is a system
serving fewer than 100 customers that has an inadequate or
contaminated source. In many areas, there may be nearby systems
that have similar problems. Their problems may not be as severe;
they may not require immediate attention; but in the long run, a
solution that encompasses all of the potential problems in a region
is more likely to be successful and win widespread public support.
A feasibility
study should
examine all
possible
solutions to an
area's water
problems.
Step 2. Conduct a Feasibility Study

      A feasibility study may be called many different names (e.g.,
"preliminary engineering report"). It is more than just the plans
and specifications for a system's design, however. A feasibility
study should include an examination of all possible solutions to an
area's water problems. It also should include estimates of what
each solution would cost. The impetus for a feasibility study varies
from State to State. In general, these studies are funded by the
State, FmHA, technical assistance providers such as RCAPs, and
local agencies.

      Feasibility studies examine many issues such as:

  • Physical condition of a facility. If a facility is substandard in
   design or otherwise inadequate, physical interconnection or
   acquisition without interconnection may be needed.
                                                                             17

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                              Restructuring Manual
 • Geography. Interconnection of a non-viable system with a
   viable neighbor may be unlikely if the distance between
   systems is too great and interconnection too costly.

 • Adequacy of supply. If the current source is not providing an
   adequate water supply, some other source must be found. This
   might require substantial investment or an interconnection with
   a neighboring water system.

 • Availability of contract O&M. Depending on the nature of the
   problem, contract O&M may be a desired restructuring option.

 • Availability of systems that might acquire! or merge with the
   problem system.  A feasibility study may determine whether
   there are utilities that would merge with, or acquire, a problem
   system.

 • Prospects for the formation of a new water system. The
   feasibility study may determine that nobody in the area is
   willing to take over a non-viable water system. The study
   might investigate the possibility of forming a new publicly
   owned system. This can mean that a county decides to enter
   into the water business or that the community decides to form a
   public service district or its equivalent.

      A typical feasibility study, such as the one done for North
Lakeport, will discuss:

  • the boundaries and population of the service area;

  • water supply requirements for existing populations and
   possible new developments;            ;

  • adequacy of existing systems, including treatment, storage and
   distribution;

  • adequacy of supply and alternatives for new sources, including
   the potential for interconnection;

  • financing alternatives, such as grants, low-interest loans, and
   opportunities for merger; and          ;

  • a recommended water supply plan.
                                        i
      Feasibility studies are useful for many reasons. First, they
compare the costs for a system to comply with regulations by
remaining independent with the costs of restructuring. A system
can be presented with the hard facts: either the system looks at
restructuring options, or it pays. The system will do what is in its
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                             Restructuring Manual
                   best interest. Second, feasibility studies can determine which
                   restructuring option would be most effective. For example, the
                   study can indicate whether contract O&M or a merger or
                   acquisition should be promoted.
A champion is
a person or
organization
who proposes,
endorses,
pushes, and
defends a
restructuring
proposal.
StepS. Find a "Champion"

      It is often difficult for the State regulatory agency to be the
major force behind a restructuring proposal. It is far better (if
possible) to find another person or organization who can become
the proposal's "champion." This person, preferably a local
representative, can propose, endorse, push, and defend the
restructuring proposal.

A natural champion, such as a citizens' committee, may emerge out
of the problem that created the need for restructuring. If not, the
State regulator can encourage the emergence of another person or
group as the champion.  This could be a technical assistance
provider, a county government, or a system interested in
acquisition. Possible champions include:

  • The owner/operator of the local system in trouble. This person
   has a clear interest in the solution if the system is in trouble.
   The more serious the enforcement pressure, the more likely this
   person will emerge as a champion of restructuring.

  • The owner/operator of the acquiring system (in the case of a
   merger of acquisition). This is a second-best alternative since
   the owner/operator of an acquiring system may be seen as an
   outsider. Nevertheless, it may be an asset to have this person
   actively supporting the change.

  • A county or regional government. In States with strong county
   or regional governments, a non-viable small system may be
   seen as a threat to a whole region. In such cases, the county or
   regional government may step forward as a champion of
   reform. This occurred in the North Lakeport example.

  • A citizens' committee. If the problems with the non-viable
   system are severe, citizens may organize for change.  This is an
   ideal source of support for restructuring.

  • Volunteer support groups. These groups, which can be
   effective advocates, include: the League of Women Voters;
   service organizations such as the Rotary Club; and economic
   organizations such as the Chamber of Commerce.

  • A technical assistance provider. Examples are State Rural
   Water Associations or Rural Community Assistance Program
   affiliates. These groups understand water system problems. If
   they are convinced that restructuring is required to cure the
                                                                            19

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                             Restructuring Manual
                       problems of a non-viable system, they can be effective
                       advocates for change.

                       A financial aid program. Money talks.  State loan programs and
                       the State Farmers jHome Administration (FmHA) do not like to
                       lend to non-viabte systems. They will withhold support unless
                       a more permanen^ solution to a system's problems is found.
                       Thus, they can be effective allies in promoting restructuring.
 Choosing a
 restructuring
 option has
 technical,
 administrative,
 and political
 dimensions.
 Technical
 Dimensions
 relate to the
 physical
 characteristics
 of the system.
Step 4. Choose a Restructuring Option
                  I
      The most appropriate restructuring solution should come
out of the feasibility study.  (If no feasibility study has been
conducted, this section will help you decide which options might
be most effective.) Choosing the most appropriate restructuring
option has technical, administrative, and political dimensions.
Each situation is unique, and this manual can only provide general
guidelines to help you think through the choices in each case.
Often, options will be chosen with the full participation of the
"champion" and other local officials. (See Exhibit 5 for a list of
advantages and disadvantages for each option.)

      Technical Dimensions relate to the physical characteristics of
the system. For example, if the problem simply is a lack of a
qualified operator (while the physical condition of system is
adequate), then contract O&M is the logical choice. The remaining
issue would then be to locate an appropriate provider of contract
O&M services and to determine whether the non-viable system can
afford these services:.

      If the problem is  greater than the lack of a qualified
operator, then the issues become more complicated.  In general, as
the problems becomje more severe—a water supply of inadequate
quantity or quality, k deteriorated physical plant, significant lack of
managerial or technical capability—some form of merger or
acquisition becomes more likely. Once merger or acquisition is
chosen, the questions are:
                  i
  • What form of merger or acquisition is most appropriate?

  • Is interconnection feasible?

  • If interconnection is not feasible, will managerial consolidation
   be successful?
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                                    Restructuring Manual
Contract O&M
Contract O&M with
Capital Infusion
Satellite Management
Public Mergers/
Acquisitions
Private Mergers/
Acquisitions
                                               Exhibit 5
                                     Advantages and Disadvantages
                                       to Each Restructuring Option
Increases economies of scale
Allows for local control
Increases level of technical expertise
Allows for flexibility of service


Solves more severe system problems
Increases access to capital
Allows for some local control


Increases economies of scale
Allows for some local control
Increases level of technical expertise
Allows for flexibility of service


Increases economies of scale
Increases level of technical expertise
Solves more severe system problems
Increases access to capital
May increase eligibility for public funding
Reduces size of regulated community


Increases economies of scale
Increases level of technical expertise
Solves more severe system problems
Increases access to capital
Reduces size of regulated community
                                                            DISADVANTAGES
May be expensive
Cannot remedy severe system problems
Availability of service companies varies
May be expensive
Availability of service companies varies
May be expensive
May not remedy severe system problems
Availability of service companies varies
Communities may fear loss of local control
Loss of local control
Formation of new system can be complex
Financial disincentives may deter
Existing franchises and service areas may
impede
Compensation for acquisitions may be
inadequate

Loss of local control
Formation of new system can be complex
Financial disincentives may deter
Ineligible for public funding
Existing franchises and service areas may
impede
Compensation for acquisitions may be
inadequate
                                                                                                     21

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                              Restructuring Manual
      Making these decisions often requires that you refer to
studies that may have been done by or for the problem system. For
example, you may be interested in recent engineering studies that
identify the design and operational problems facing the system.
Other data that may be useful include:

  • local land use plans and studies,

  • analysis of water quantity (particularly if you are in one of the
   Western States), and                  l

  • agreements between systems that may bear on the choice of a
   solution (e.g., a joint service agreement between this system and
   a neighboring system or a franchise or exclusive service area
   agreement).                          '
      Administrative Dimensions refer to your authority and
ability to influence the outcome of restructuring. As we
emphasized earlier, your enforcement capabilities give you great
power to get a system's attention. At a minimum, you can get them
to listen to alternatives. In some cases, you can make continued
operation of a system so uncomfortable that jthe owner/operator
will willingly entertain restructuring alternatives.

      Other types of authority vary by State. Connecticut, for
example, can compel the takeover of systems that have persistently
failed to comply with drinking water regulations. Washington
State can ask a county water district to provide satellite
management or satellite ownership solutions.

      Political Dimensions refer to the willingness of an
independent water system to consider alternatives that might
threaten its independence. Contracting for O&M services is a fairly
minor change, and most systems will not view this type of
restructuring as a threat to their autonomy.

      In a recent EPA-sponsored survey of State officials'
experience with restructuring, 79 percent of the respondents cited
"ideological/political opposition" as the greatest impediment to
restructuring. (See Exhibit 6.) Seventy-five {percent of the
respondents cited "concern over loss of control" as an impediment.5
State officials all know stories of situations yhere local autonomy is
so important that some systems will not accept help from a
neighboring system even when this help is offered free of charge.
In Western States, loss of autonomy is also often linked to the loss
of water rights that may attach to a system. |
Administrative
Dimensions
refer to your
authority and
ablility to
influence the
outcome of
restructuring.
Political
Dimensions
refer to the
willingness of
an independent
water system to
consider
alternatives
that might
threaten it's
independence.
      SMary Ann Hill, A Study of Managerial and Operational Changes for Small
 Water Systems to Improve Long-Tenn Compliance with Drinking Water Regulations, a
 paper submitted to the U.S. EPA, Office of Drinking'Water, April 9,1991, p. 24.
22

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                              Restructuring Manual
                           Another political dimension is inertia.  Most citizens do not
                     perceive the need to take action to improve their water systems.
                     Safe drinking water is often taken for granted. If there are no
                     serious outbreaks of acute illness, and if there are no problems with
                     taste, odor, or color, most citizens feel that no action is needed.  In
                     the survey of State officials cited above, 67 percent cited "no
                     perception of problems now" as an impediment to restructuring.

                           The importance of these impediments means that your role
                     in promoting restructuring is not limited to presenting options.
                     You also must be able to understand and analyze the barriers to
                     change so that you can develop a plan to overcome them.
You must
understand
and analyze
barriers to
change,so
you can
develop and
plan to
overcome
them.
Step 5. Develop a Plan to Sell the Concept

      Once an option has been chosen, there must be a plan to get
the change adopted. Inevitably you will encounter some resistance
to the restructuring solution. This resistance can be overcome by a
thoughtful plan that is carefully implemented by a local
"champion" with the State drinking water program's support.
                           Impediment

                        Ideological/political
                              opposition

                       Concern over loss of
                                control

                          No perception of
                            problems now

                        Lack of information
                           on restructuring

                          Lack of adequate
                        financial resources

                          No apparent cost
                        savings or benefits

                          Lack of enabling
                              legislation
                                                    Exhibit 6
                                                   Impediments
                                             to Small System Restructuring
                   Y///////////////////////*  79
                   V///////////////7/7/1   67
                                                    75
                  y///////////////*
                                28
                                           54
                                                               _L
                                              20      40       60       80

                                                          Percent responding
                                                          100
                      Source: Report prepared by Ms. Mary Ann Hill, April 9, 1991.
                                                                               23

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                              Restructuring Manual
      There are generic strategies for dealing iwith three of the
most common barriers:                    ;
                                        I
  • political or ideological opposition,       i

  • concern over loss of control, and

  * lack of concern about the problem.

      The first step is to convince the system owners, operators,
and customers that there is a problem.       ;

1. There is a serious public health problem. Mergers or
   acquisitions are not proposed unless there !are serious problems
   with the water system. The system must be a persistent violator
   of State regulations. Even if this has not resulted in outages, or
   in problems of taste, odor, or color, there must be a serious
   public health problem. That problem must be communicated to
   the public in terms of concrete, tangible issues that citizens can
   understand. The State drinking water program could help by
   designing a risk communication program for the system.

2. Failure to act has costs. Compliance is not| optional. Fines and
   penalties might be imposed for persistent violations of State
   regulations. Also, there are costs of inaction—e.g., loss of grants
   or loans that might be forthcoming or a higher cost for fire
   insurance if restructuring is not adopted. These costs may be
   passed on to consumers in the form of higher water bills.
                                        i
3. Failure to act can affect homeowners and buyers. Most real
   estate loans require a review of the status of the water supply as
   a condition of loan approval. A home that is served by an
   inadequate water system may have to be sold at a reduced
   price, and the purchaser may be restricted in obtaining
   financing. This concern is particularly relevant to homeowners
   served by small water systems. Frequently, they discover their
   system is out of compliance when their houses are put up for
   sale.

       The second step is convincing the owners, operators, and
 consumers that restructuring has benefits.

 1.  Restructuring mav result in a long-term cost reduction.
    Restructuring almost always means that non-viable systems are
    able to increase their economies of scale. For this reason,
    restructuring is often the most cost-effective way to meet new
    and existing requirements. It should be stated again that
    compliance with State and Federal regulations is mandatory;
    therefore, the question is how can a system comply without a
    severe increase in costs. Customers might face higher water
Convince
system owners,
operators, and
customers that
a problem
exists.
 Convince
 system owners,
 operators, and
 customers that
 restructuring
 has benefits.
 24

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          Restructuring Manual
   bills, but the bills will be less than if restructuring had not
   occurred.  Some customer costs that could be reduced because
   of restructuring are the cost of fire insurance and, in some cases,
   the expense of bottled water.

2. Restructuring results in safer drinking water.  Tell the public
   about the safer drinking water. Explain the reduction in risk.
   (See the discussion of risk communication, above.)

3. Restructuring increases the reliability of service. For people
   who have experienced water leaks or outages, this is especially
   important. Restructuring can enhance customer service and
   ensure a dependable supply of water.

      The third step is addressing the concerns over local political
differences or loss of autonomy.
Address
concerns over
political
differences or
loss of
autonomy.
1.  If these concerns are significant, take steps to address them. Get
   the local officials to define the problem—to explain what a loss
   of autonomy means.

 • Is it loss of jobs? Often a guarantee by the acquiring entity to
   retain personnel will solve the problem.

 • Is it a loss of control over rates? A rate agreement with the
   acquiring entity may help to ease these concerns.

 • Is it fear of a loss of political control? Sometimes a seat (or
   seats) on the board of directors of the acquiring entity will
   assure citizens that their locality will still have a voice in the
   future of their water system.
2.  Make the loss of autonomy more acceptable through grants.
   loans, and other tangible benefits. Some loss of control is
   inevitable in a merger or acquisition. The trade-off, however, is
   dear. Control is exchanged for a better, more professionally
   managed water system, often at lower cost.

 • If your State has a grant or loan fund, try to persuade the fund
   directors to offer grants or low-interest loans to the system.
   These grants or loans should be contingent on successful
   adoption of the restructuring options being proposed.

 • If the acquiring entity is privately owned, and if the existing
   water system has any value, there may be a one-time payment
   for the existing system.
                                                           25

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                              Restructuring Manual
   There are benefits for when a community has a reliable source
   of safe drinking water. As previously mentioned, some
   mortgage companies (particularly Federally insured lenders)
   require proof of a system's compliance With all applicable State
   and Federal regulations. A viable water supply system
   therefore can make it easier to buy and sell property.
   Consequently, homeowners may provide valuable support.

   Restructuring may result in long-term savings for system
   customers. The new rates, however, must be compared with
   the rate increases that would have occurred if the restructuring
   had not taken place.  Again, stress that compliance is not
   optional. In most cases, rates would increase as a result of the
   1986 SDWA Amendments.  The initial rate may go up, but in
   the long-term, the increase will be far less than if there had been
   no restructuring. This argument needs to be refined and
   carefully communicated to the public by the advocates for
   restructuring.
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                             Restructuring Manual
The drinking
water
regulator
plays an
important role
in restructing.
         Part 4: Role of the Drinking Water Regulator

      The drinking water regulator plays an important role in
encouraging restructuring. Generally, the regulator will not act as
the "champion," who proposes a restructuring, endorses it, pushes
it, and defends it. However, the regulator can assist the champion
in a number of ways. By examining the PWSS inventory, for
example, the regulator can rank the systems that need restructuring
and determine which restructuring options would be most
effective. The regulator also can suggest that a feasibility study be
conducted and can, in most cases, set the specifications for the
study (e.g., determine the most cost-effective way to interconnect
system X with system Y). And probably the most important job of
the regulator is to aggressively enforce drinking water regulations.
When non-viable systems are told that non-compliance is simply
not an option, they will be more likely to consider restructuring.

      The following are some specific ways that regulators can
encourage restructuring.
Look at
compliance
trends and
determine
which
restructuring
options might
solve your
problems.
Step 1. Analyze the Nature of Compliance Problems to
Determine Which Restructuring Options Might Be Effective.

      We assume that, as a regulator, you are responsible for some
group of water systems in a county, district, or region of your State.
You need to look at the systems in your jurisdiction and analyze
their problems. Look at compliance trends and ask the following
types of questions:

 • Are there areas where many systems violate State drinking
   water regulations?

 • Are there clusters of systems with problems?

 • What are the most common types of violations?

 • What types of violations are of most concern to you?
   Monitoring and reporting? MCL? Public health or sanitary
   code violations?

 • Is non-compliance higher for ground-water systems or for
   surface-water systems?

 • How many systems are publicly owned? How many are
   privately owned? Are compliance problems associated with
   ownership type?

 •  What percentage of small systems are mobile home parks?
   What percentage are homeowners associations or cooperatives?
   Are compliance problems associated with either type of system?
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                               Restructuring Manual
  • Are non-compliance problems concentrated in rural areas, or
   suburban areas?                      !

  • What causes non-compliance? Inadequate system design?
   Inadequate maintenance?  A lack of qualified operators?

  • Which systems will be most affected by implementation of the
   SDWA Amendments?

The answers to these questions will, in part, determine which
restructuring options are best suited to your area.
Step 2. Use Your Influence to Have a Feasibility Study
Conducted.

      As discussed in Part 3, a feasibility study may be crucial to
the success of restructuring. You can suggest that a feasibility
study be conducted and you can help determine what information
will be included in the study. Be sure the geographic area covered
by the study is broad enough; you will want to look at more than a
few systems. You also can work to obtain funding for a study;
funds may come from the State, FmHA, or groups such as RCAPs
orNRWA.

      You will need to consider several factors to determine what
type of restructuring would work best in a particular situation.
Some of these factors will be examined in a feasibility study. They
include:

  • Physical condition of the facility,

  • Geography,

  • Adequacy of supply,

  • Technical expertise,

  • Grants and Loans6,

  • Availability of contract O&M,

  • Availability of systems that might acquire or merge with the
   problem system,
       'If fixing the system's problems will require major capital investment,
 and if grants or loans would facilitate the system's viability, check Federal grant
 programs and your State grant or loan program (if one exists). Most grant and
 loan programs fund publicly owned systems. If this is the case in your State,
 acquisition by a publicly owned system or the formation of a new publicly
 owned system would enhance the prospects of success. Contract O&M with
 capital infusion is another option you might explore in this case.

 28                                     i
Help promote
and shape a
feasibility study.

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                             Restructuring Manual
                       Prospects for the formation of a new water system, and

                       Existence of franchises or exclusive service areas7.
Be prepared to
use
enforcement to
encourage
restructuring.
Step 3. Use Your Enforcement Authority to Promote
Restructuring Options.

      In general, the authority to promote restructuring is basic to
your role as a regulator.  You have the authority to make it clear to
systems that non-compliance with State and Federal regulations is
not an option.  You must be willing to use enforcement. The threat
of enforcement can be a powerful incentive to the system to
consider new ways of doing business. The success of the State
depends, in part, on its willingness to enforce against a non-viable
system.

      Promoting restructuring requires the use of incentives and
penalties (often called the "carrot and stick" approach). Incentives
could be the benefits of restructuring described in Part 3. An
important penalty is the threat of enforcement. This threat has to
be made credible by a willingness to use enforcement when
necessary.

      Types of actions that you can use to persuade the system and
its customers of the need to consider a restructuring option include:

  • Notices of violation. This is the first step in the formal
   enforcement process. It should get the attention of the system,
   and if it is pursued in conjunction with public notification
   (where applicable), it can also get the attention of the
   community that is served by the system.

  • Fines and penalties.  This is the result of any formal
   enforcement process. They are easier to impose if your State
   has an administrative penalty authority, but even if authority is
   not available, there still are ways to impose fines and other
   penalties. (This should be used only after proper notification
   and time to correct violations.)

  • Other enforcement measures. One enforcement action,
   commonly used in areas of rapid growth, is a ban on new hook-
   ups.  This mechanism is usually available to all State drinking
   water personnel. One of the most common weaknesses of non-
   viable systems is inadequate source of Supply. If the source or
   distribution system is inadequate, it certainly will not support
   new hook-ups. This measure should not be used unnecessarily
                         'If there is an existing franchise or exclusive service area where the non-
                   viable system operates, the PUC may need to determine if it is necessary to
                   transfer the rights to provide service to the new entity.

                                                                              29

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                               Restructuring Manual
   to coerce a system; however, once action is taken, promoting
   restructuring may become easier.

      Maintaining enforcement pressure is likely to make a system
more willing to consider various restructuring options.
Step 4. If You Need More Authority to Promote Restructuring,
Ask for It.                              i

      There may be types of authority that would be useful to
promote certain types of restructuring. Most States, for example,
do not have explicit authority to order a merger or acquisition
when a system is non-viable. Most States do not have the financial
incentives to encourage counties or other sub-State governments to
provide satellite management or satellite ownership services. Most
States do not have public utility commissions (PUCs) that have
established legislation to ensure privately owned water systems an
adequate return on their investment if they acquire a non-viable
system. (Such legislation should be considered to provide the
proper authority.)

      Other components  of State drinking water programs may
help promote restructuring, even though that is not their primary
purpose. For example, operator certification regulations that
extend to all public water systems will promote the use of contract
O&M. Small systems that heretofore did not need a certified
operator will suddenly find that they need one. Since they can't
afford one full time, they are likely to contract for O&M services.
Another example is administrative penalties. Systems that must
pay administrative penalties may take enforcement more seriously
and may consider restructuring sooner than those that do not face
such penalties.                         :

      How to get the authority you may need is beyond the scope
of this report.8 Remember, however, that while these types of
additional authority may be useful, they are not always necessary.
Much can be accomplished while you are waiting for additional
authority.                              I

      The bottom line here is simple: be creative. Don't assume
that you don't have the authority. Many of your  counterparts in
other States, with no more authority than you, have achieved
substantial results for the systems in their jurisdictions.  Try it.
Various types
of authority will
help you
promote
restructuring.
       •For more information on State authority to promote restructuring, see
 Ensuring the Viability of New, Small Drinking Water Systems, (EPA-570/9-89-004)
 Improving the Viability of Existing Small Drinking Water Systems, (EPA-570/9-90-
 004).                                    !
 30

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                             Restructuring Manual
 Promote
 Restructuring
 among local
 officials,
 citizens, and
 water systems.
Step 5. Discuss Restructuring with System Owners, Boards of
Directors, and Citizens' Groups

      As a State regulator, it is appropriate for you to meet with
different groups to build support for actions that will improve
compliance. This may require that you meet with the owner(s) of
the system, boards of directors, town councils, or citizens' groups.
Any one of these may be the critical group that will lead the fight
for restructuring.

      At these meetings, you can discuss the benefits of
restructuring. Be sure to emphasize the effects of poor water
quality on real estate. Most real estate loans require a review of the
status of the water supply as a condition of loan approval. A home
that is served by a troubled water system may have to be sold at a
reduced price and the purchaser may be restricted in obtaining
financing. Discussing this may create enough public support to
evoke a change, which could come in the form of restructuring.
The PUC can
be a strong ally
in promoting
restructuring.
Step 6. Work with the PUC to Promote Restructuring.

      You should work closely with your State PUC to encourage
restructuring. Most PUCs have jurisdiction over investor-owned
systems and publicly owned systems serving outside their
municipal boundaries. The number of PWSs under PUC
jurisdiction varies by State.

      PUCs have different methods of convincing systems to
restructure. The threat that they will not grant rate relief (i.e., grant
petitions for rate increases) and, in some cases, the threat of
certificate revocation is their form of "enforcement." PUC audits
are a powerful force to drive systems to restructuring, particularly
contract O&M.

      PUCs also can make mergers or acquisitions more attractive.
Privately owned systems might consider this option if they feel
they can earn the necessary return on their investment. The PUC
should consider an acquisition adjustment or a slightly greater rate
of return as an incentive for privately owned water systems to
acquire other troubled systems.
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                              Restructuring Manual
Step 7. Implement the Change.

      The final step is implementation. It consists of the standard
tasks used in implementing any new facility plan.  These include:

•   Obtaining the necessary approvals. If any of the systems
   involved hi the restructuring are privately owned, State PUC
   approval may be required. Also, if construction is required, the
   State drinking water program will requite approval of the
   engineering plans and specifications.

•   Obtaining financing. Restructuring may be facilitated by grants
   or loans. An important step in the process is investigating all
   financing sources to minimize the impact on the local ratepayer.

•   Helping systems approach funding sources. As a State official,
   you are more likely to know the procedures for approaching
   funding sources. If an important funding source is a State grant
   or loan program, you may be able to influence funding
   decisions by explaining how restructuring promotes
   compliance.                        ;

•   Approving plans and specifications. If part of the restructuring
   involves engineering changes—e.g., securing a new source,
   making changes to plant or equipment, and so forth—a plan
   review is usually required.  Facilitating this review will enhance
   the probability of success for the restructuring.

.   Finding sources of technical assistance. The technical assistance
   providers in your State (such as the NRWA and RCAPs) may be
   willing to help in the restructuring effort.

•   Supporting regional planning activities. As a State official, your
   presence at community meetings to resolve small system
   problems will be greatly appreciated and might persuade
   people that restructuring is an attractive option.
You can be a
great help to a
system when it
comes to
implementing
the solution.
 32

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          Restructuring Manual
                   Part 5: Trouble Shooting


      Each system is unique. Each State is unique.  Given these
conditions, this how-to manual must necessarily be general in
scope. We cannot anticipate every problem that might arise.
Nevertheless, we can consider several issues that have been faced
by your counterparts in other States. For each, we will present
suggested solutions.
Barrier
      Liability Issues. For example, the available O&M service
      providers fear that they will be held liable for non-
      compliance if their customers do not implement their
      recommendations.
Solution
      Because tort law is different in each State, liability issues will
      vary; every case is different. Some O&M service providers
      have a standard indemnification clause. This clause, when
      inserted into their contract with all customers, will mitigate
      or remove the threat of liability. For a sample clause, see
      Appendix B. O&M service providers who remain concerned
      about this issue should seek legal counsel.
Barrier
      Historical Antagonisms. Tiny Rock has a publicly owned
      non-viable system. The optimal solution is a hook-up to the
      publicly owned system in Big Rock. Tiny Rock and Big
      Rock are historical football rivals. Their teams play each
      other on Thanksgiving. The towns dislike each other.
Solution
      This is not a trivial problem. It can be a substantial barrier.
      Explore the extent of the dislike. Would each town prefer to
      spend substantial additional resources just to maintain their
      independence?  If so, is there an alternative for Tiny Rock
      that does not involve Big Rock? Perhaps Huge Rock could
      consolidate with Tiny Rock. Huge Rock may not be the best
      solution, but it may be better than having Tiny Rock remain
      independent.
                                                          33

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                              Restructuring Manual
Barrier
      Fear of Losing Local Control. A community may be
      interested in restructuring, but fears losing local control.
      People in the community are reluctant to allow an
      "outsider'7 to run their water system.
Solution
      Sometimes a system's problem can be corrected by using
      contract O&M, or other options that d
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          Restructuring Manual
      customers, but not for additional hook-ups.
Barrier

      Rate Increases: Public Reaction. A system may be non-
      viable because its owners or managers kept rates so low that
      they could not afford necessary improvements or
      maintenance. In such a case, restructuring may lead to a rate
      increase.
Solution
      Compliance is not optional. The system is in violation of
      Federal and State regulations. Explain that the system must
      comply and that the question is how to do so most cost
      effectively. Then explain the benefits of restructuring.
      (Usually, it is the least costly option.)
Barrier
      Rate Increases: PUC Resistance. If a non-viable system
      requires substantial investment to make it viable, and if the
      previous owner was not using full-cost pricing, the privately
      owned acquiring entity may need a substantial rate increase.
      Most PUCs have concern over "rate shock"; they are
      concerned about the magnitude of the increase (i.e., the
      percentage), rather than the actual size of the water bill.
Solution
      This is a complex issue for PUCs.  For example, should the
      existing customers of the acquiring system be forced to
      subsidize the investment required to fix the acquired
      system? Drinking water regulators should work with the
      PUC to find an equitable solution. From the standpoint of
      the regulator, subsidy by existing  customers of the acquiring
      system may be reasonable and could be encouraged.
      Alternatively, the PUC might be encouraged to agree with
      the acquiring entity on a long-term phase-in for large rate
      increases.  Such a phase-in would  avoid rate shock while
      ensuring the acquiring system an adequate revenue stream
      to fund its debt service for the improvements.
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                               Restructuring Manual
Barrier

      Valuation of a System for Acquisition and the Rate Problem.
      If the acquiring entity is privately ownbd, its procedures for
      valuing the assets of an acquired entity are probably
      regulated by the PUC. For a variety of reasons which are too
      complicated to discuss here, the acquisition may result in a
      rate base that will not support the necessary investment in
      the non-viable acquired system.  Alternatively, if the
      acquiring system is allowed to recover the costs of the
      necessary capital investments, this may be seen as being
      inequitable for old or new customers.  I
Solution                                  i

      This is a complicated issue. There are many types of
      solutions. In general, the PUC should be encouraged to
      enable the acquiring entity to recover the costs of repairing a
      non-viable, acquired system.9
Barrier
      Valuation of a System for Acquisition: Paying Too Much. If
      the acquiring entity is a publicly owned system and the non-
      viable system is privately owned, most acquiring systems
      are unwilling to pay high prices to an owner who clearly has
      shirked his responsibility.
Solution
       State drinking water regulators can help to solve the
       problem. Enforcement pressure on the non-viable system
       will enhance the bargaining power of ^he acquiring system.
       'For more information on the problem and potential solutions see
Patrick C. Mann, G. Richard Dreese, and Miriam A. Tucker, Commission
Regulation of Small Wafer Utilities: Mergers and Acquisitions (Columbus, Ohio:
The National Regulatory Research Institute, October,; 1986), pp. 4-9.

36

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          Restructuring Manual
Barrier
      Resistance from Consulting Engineers. Some consulting
      engineers are professionally oriented toward structural
      solutions and may not be familiar with restructuring
      options. Consequently, they may be inclined to recommend
      technical solutions involving construction. Also, they may
      not be paid enough to examine institutional alternatives
      such as restructuring.
Solution
      State drinking water regulators must be aware of this
      potential problem. Many systems see their consulting
      engineer as a trusted advisor on a variety of issues. The
      perspective of the consulting engineer must be explained to
      the system. In rare cases, you may want to recommend
      changes in contracting procedures whereby work on a
      feasibility study renders the consultant ineligible for work
      on design or construction work, on the grounds of conflict of
      interest.
Barrier
      Bankruptcy. Most State regulators are unfamiliar with
      bankruptcy proceedings. Nevertheless, the solution to a
      non-viable system problem may lie in participation in these
      proceedings.
Solution
      Seek assistance from the U:S. Trustee in your jurisdiction.
      The U.S. Trustee is a Department of Justice official who is
      responsible for bankruptcy administration.  He has a legal
      obligation to protect the public interest, and there is a clear
      public interest in creating and maintaining a viable system
      that will provide safe drinking water. He can explain
      bankruptcy proceedings to you, and he has standing to
      petition the bankruptcy court on behalf of the public.
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                              Restructuring Manual
Barrier
      Loss of Municipal Revenue. Some towns use the revenues
      from their water systems for other town services. If the
      municipally owned system is non-viable, and if the only
      solution is acquisition by another system, the town will lose
      the revenue from that system.       ;
Solution
      First, if the system is non-viable, the town may be convinced
      that the system is a headache. In such a case, the loss of
      revenues is offset by the loss of a problem. Second, if the
      acquiring system offers to pay for the assets of the non-
      viable system, there may be a substantial one-time payment
      to the town, converting a liability into a liquid asset.
Barrier
      Fear of Land Use Planning or Annexation by County.
      Residents served by non-viable systems often are very
      independent. Their systems are non-viable, in part, because
      they are opposed to government interference in their affairs.
      One of the most common forms of acquisition—
      regionalization by a county or regional government—is an
      anathema to these people.
Solution
      This is a difficult case. First, you can look for alternatives
      that avoid the threat of regional planning or annexation. For
      example, you can suggest the combination of two or more
      small, non-viable systems into a single, larger, viable system.
      Second, you can point out the enormous cost if a non-viable
      system tries to go it alone.           i

      In this case, there may be no restructuring. Some citizens are
      willing to pay a high price for their independence. If they
      are willing to spend what is necessary to create a viable
      system, the problem is solved.
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            Restructuring Manual
                        Where to Go for Help
 References
        If you get a start on restructuring and run into problems,
 you may wish to telephone someone with more experience. What
 follows is a list of people experienced with restructuring who have
 agreed to share this experience with you.  For general information
 about restructuring, you should call the EPA Mobilization Manager
 in the Enforcement & Program Implementation Division of
 OGWDW, Roger Barnes, at 202-260-4194.  Other people to call are:
 Mr. Rick Albani
 Director of Rates/Engineering
 General Waterworks
 2004 Renaissance Blvd.
 King of Prussia, PA 19406
 215-278-6000

 Specialty: Contract services for water
 systems and PUC restructuring efforts
 in Connecticut.
 Mr. John Squires
 Director
 Community Resource Group
 2705 Chapman Road
 Springdale, AR
 501-756-2900

 Specialty: A technical assistance
 provider's perspective on
 restructuring.
Mr. Gary Brown
Utilities Director
County of Lake
255 N. Forbes
Lakeport, CA 95453
707-263-2273

Specialty: Restructuring efforts in
California, particularly Lake County.
Mr. Dick Coddington
Consultant
4850 Riva Ridge Road
Rapid City, SD 57702
605-348-7905

Specialty: A State regulator's
perspective on restructuring.
Mr. Steve Schmidt
Vice President
American Commonwealth
Management Services Company
P.O. Box 460
Hershey, PA 17033
717-531-2721

Specialty: Contract services for water
systems and restructuring efforts in
Pennsylvania.
Mr. Bill Thatcher
Utilities Director
Utilities Department
212 W. Main St.
Inverness, FL 32650
904-726-2777

Specialty: Restructuring efforts in
Florida from a system operator's
perspective.
Mr. Steve Walden
Chief, Surveillance and Technical
Assistance Branch
Texas DOH
Division of Water Hygiene
1100 West 49th Street
Austin, TX 78756
512-458-7497

Specialty: A State regulator's
perspective on restructuring,
particularly efforts in Texas.
                                                                 39

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                              Restructuring Manual
Risk Communication

      One of the issues that arose many times in this manual is
risk communication. Several EPA programs have already
established a substantial body of literature on this subject. For
more information, call the EPA Risk Communication Hotline at
202-260-5606.                          !
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                                 Restructuring Manual
                                       Appendix A

   Ramifications  of Annexation
                                  By Larry Brown
          INTRODUCTION

  Consolidation is the buzz-word heard
throughout the country as the ready answer
to compliance and management related
problems  of  rural  water systems. This is
particularly true of the federally financed,
nonprofit  rural water systems  created  to
provide water service to rural communities
under the Consolidated  Farm  and Rural
Development Act Due to  tow population
density, expansive irrfrastructure, current and
impending regulation, and diminishing sources
of financing,  consolidation seems to be the
answer to providing a  central water system
for improving efficiency and economy of water
service in rural areas. And while small system
mergers typify the consolidation concept,
annexation of small systems by municipal
corporations might seem to  be  the ultimate
means of centralizing operations to overcome
deficiencies in rural water  operations. The
purpose of this article is  to analyze  the
feasibility  and ramifications of municipal
annexation of rural water systems.

   DEVELOPMENT OF PROBLEMS
    IN RURAL WATER SYSTEMS

  In 1961, Congress authorized the Fanners
Home Administration to extend  low interest
water facilities loans and grants to non-farm
rural residents. One purpose of this legislation
was to lower the costs per user by establishing
a larger customer base per system, thereby
further securing  federal loans. The primary
vehicle for such rural water development was
the nonprofit  water system which includes
member owned associations, corporations and
cooperatives.  Once such funding was autho-
rized, a proliferation of rural nonprofit, member
owned water systems followed

   Although the customer density of these
expansive  rural  systems was generally not
conducive to good economy, tow interest loans
and  grants were available to make up the
difference.  Subdivision of rural  lands into
housing and commercial/industrial develop-
ments further  enhanced financial manage-
ment, making the rural water system a viable
means of meeting the service needs  of the
rural community throughout the 1%0's and
70's. Then times began to change. The federal
government began to realize the severity of
the national budget deficit problem. Federal
loan and grant programs for rural development
were among those programs targeted for cuts
in order to  reduce the federal deficit.
Consequently, loan and grant allocations were
reduced, and toan interest rates were increased
for rural community development projects,
thereby further reducing the economic feasi-
bility of many rural water systems.  These
funding problems were compounded by the
enactment  of the Safe Drinking Water Act
Amendments of 1986. These amendments
came with the promise of increased regulations
certain to impose higher administrative, capital,
and operational costs on rural water customers.

   Aside from  spreading problems  on  the
national level, local  issues continue to offer
challenges to the integrity of rural water system
economics. One of the  most  significant
challenges  to rural water systems continues
to be municipal encroachment


           ANNEXATION

   Annexation is a term used to describe the
process  by which  municipal corporations
acquire additional tax base. The process of
annexation involves the extension of municipal
territorial boundaries into outlying rural areas.
Due to economic considerations, municipal
corporations usually only annex areas where
there is sufficient financial support for services
to be provided, ie. more densely populated
residential or commercial/industrial areas. This
financial support is generally provided by the
additional tax and utility rate base acquired
as a result of annexation
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                                            Restructuring Manual
            Rural development was greatly stimulated
         by the provision of water and electricity. And
         because people living  in  urban areas  have
         sought a better quality of life,  many  have
         moved to the rural areas to escape the hustle
         and bustle of urban living. Most of the move-
         ment into the rural areas occurs adjacent to the
         urban work centers, creating significant growth
         and development for rural water systems. This
         growth provided many rural water systems
         with improved  economies  of scale, the same
         type of growth and development that ulti-
         mately attracts municipal annexation. So the
         conflict exists. Rural water systems have devel-
         oped higher density service areas proximate to
         municipal  boundaries, thereby enhancing the
         rural  system's economy. Municipal systems
         recognize these areas  proximate to their
         boundaries as a beneficial supplement to their
         existing tax and utility customer base. There-
         fore, municipal encroachment became a poten-
         tial problem as municipal  corporations took
         prime service areas from rural water systems
         thereby reversing the  systems' efforts to
         enhance their economic viability.

                 ENCROACHMENT -vs-
                 TOTAL ACQUISITION

            In order to analyze the effects of annexation
         upon rural water systems we must first recog-
         nize that annexation generally occurs in one of
         two ways. A municipal corporation may take
         only parts of a rural system through the annexa-
         tion process or may acquire the entire system
         by annexation or some other similar control
         measure. This imparts similar benefits or prob-
         lems to the rural system as does total annexa-
         tion. For the purposes of this article, the term
         used  to  describe  partial  annexation is
         encroachment and total annexation/control is
         acquisition.

                     CASE STUDIES

           The following examples  were selected as a
         means of demonstrating the effects of:

         1) Total acquisition of a rural system by a large
            municipality as opposed to  total  annex-
            ation;
  Each of these cases are unique. They do,
however, demonstrate the affects of annexation
in terms of typical benefits and detriment.

            Case Study No. 1

Municipal  corporation:  population  approx-
imately 50,000

Rural  water system:  approximately 300
connections

Area of contention: total  system

Method of valuation: outstanding indebtedness

Results: Due to lack of quality water supplies
and extensive costs of supply alternatives, the
rural water system sold its system to the munic-
ipal corporation.

Analysis: The rural water system's initial alter-
natives included extensive treatment of existing
groundwater sources,  participation  in  a
regional wholesale surface water supply corpo-
ration, or the sale of its system to the large
neighboring municipality. Prior to acquisition,
the municipality was not willing to sell water to
the rural water system because of the munici-
pality's desire to control  growth and develop-
ment on its boundaries. The rural water system
chose to sell its entire system and turn its opera-
tion over to the municipality. The advantages
gained by the rural system were as follows:

a. The rural system avoided significant  delays
  in obtaining alternative sources or treatment
  of water.

b. The system gained the benefit of a larger and
  better qualified personnel resource and
  maintenance support facility.

c. The system gained the advantage of a large,
  highly  rated  financing  program, which
  included low interest rate tax exempt bond
  packages.

d. The system gained the consistency of supply
  provided by a  stable  surface water supply
  and elevated storage.
         2) Encroachment of a large municipality on a
            rural water system where no compensation
            was provided.
e.  Although the system is operated indepen-
   dently of the municipal system, rates were
   immediately stabilized by pooled resources,
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                                      Restructuring Manual
    such as supply facilities, maintenance facili-
    ties, administrative overhead, etc.

    Disadvantages of this acquisition were:

 a. Loss of control.

 b. Uncertainty about long-term stabilization of
    rates as the system is annexed piecemeal.

    If total annexation had occurred in this
 example instead of the system acquisition, the
 rural  water system  customers  would have
 immediately become  municipal  constituents,
 gaining representation in the municipal
 government.  However, the  rural  service
 area would have also been subject to new facili-
 ties standards, requiring provision of fireflow
• capability.


    Annexation would have also made the rural
 customers  subject to  municipal  taxes. Costs
 would have increased  slightly to all municipal
 water customers to meet new facility standards
 with gain of no significant benefit in domestic
 water service  to  the  rural  community. The
 independent acquisition and operation of this
 rural water system by the municipality actually
 provided a tangible benefit to the rural custo-
 mers who would have been slightly negatively
 affected by total annexation.

             Case Study No. 2

 Municipal corporation: population  approx-
 imately 50,000

 Rural water system: approximately 400 con-
 nections

 Area of contention: 31 connections, densely
 associated

 Methods of valuation:  two alternatives offered
 for system appraisal:

 a. First cost method — total original cost of
   facility in question, plus 10 percent admini-
   strative add-on, plus the value of the debt
   interest paid over the expended life of the
   facilities in question.

b. Replacement cost method — cost of facili-
   ty's installation at today's costs of labor and
   materials,  plus 10  percent  administrative
   add-on,  minus today's cost of installation
    depreciated (straight-line method over 40
    year useful life) over expended life of exist-
    ing facilities.

 Results:  The rural  water system  accepted
 Method No. 1 for a cash settlement of approx-
 imately $19,000.

 Analysis: The  system received $19,000  to
 apply to outstanding debt or use for capital
 improvements. The system lost a prime, dense-
 ly populated service area  which could  not be
 immediately replaced. The loss of a relatively
 low  maintenance per customer  service  area
 raised the average cost of operations and main-
 tenance per customer. The total  revenue lost
 from the 31 connections over the remaining 20
 years of  FmHA indebtedness  was approxi-
 mately $175,000  assuming no immediate
 replacement of users in similar service  condi-
 tions. Future growth potential for the lost ser-
 vice  area was not  considered in  determining
 lost revenues.

             Case Study  No. 3

 Municipal corporation: population approxi-
 mately 80,000

 Rural water system: approximately 500 con-
 nections

 Area of contention: 105 connections, densely
 populated

 Methods of valuation: none

 Results: The municipality and the rural water
 system attempted to negotiate a  settlement for
 the loss of 105 rural customers to municipal
 annexation. Due to local politics and extenuat-
 ing circumstances, the municipal  corporation
 ultimately took the 105 rural customers with-
 out compensating the rural system.

 Analysis: Prior to annexation, the 105 custo-
 mers  lost  were immediately adjacent to  the
 municipal boundaries. The service  area  for
these  105 customers constituted only 14 per-
cent of the system's distribution facilities and
were  located such that pumping costs were
lower than for the rest of the system. Within
this low cost service area, 20 percent of the
rural system's customers purchased 25 percent
of total water  produced by the system. The
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                                            Restructuring Manual
              effects of this municipal encroachment were as
              follows:

              a. The system's highest density, lowest cost and
                highest revenue-producing service area was
                lost. No appreciable reduction in operating
                costs was realized from loss of facilities.

              b. The rate impact on the remaining customers
                based only  on existing lost revenue was
                S3.75 per month per customer projected
                over the remaining debt term of 20 years.

              c. Future growth revenues for this service area
                were lost and indeterminable.

              d. The  rural  system  spent in  excess  of
                5100,000 in legal  fees in opposing this
                annexation.

                Because of these kinds  of case studies, the
              rural water industry has gained a more acute
              sense of the severity of this problem, which
              ultimately  led to clarification and reinforce-
              ment of federal statutes protecting federally
              funded water systems. Such awareness also led
              to state legislation in Texas which provides for
              compensating factors in such cases.  Because of
              the significant impact municipal encroachment
              can have on rural water systems, federal and
              state statutes are worthy of discussion.

                 PROHIBITION OF IMPAIRMENT

                The Consolidation Farm and Rural Devel-
              opment Act provided for extension of funding
              to  non-farming rural  residents  in order  to
              improve the  economy of rural water systems.
              Congress also  recognized that  rural systems
              would have to make significant investments in
              facilities as rural areas  developed  and popu-
              lated near municipal boundaries. At that time,
              federal funding through the Farmers Home
              Administration was the only feasible means of
              financing such projects. And due to experience
              with municipal encroachment into service terri-
              tories of rural electric cooperatives as early as
              the 1930's, Congress provided a curtailment or
              limitation of service prohibition clause which
              protects federally funded rural water systems
              from competition. The Act provides this pro-
              tection through 7 U.S.C. 1926 (b) and has been
              tested in various  district  courts and  upheld
              through two recent Appellate Court cases, the
              most significant of which is City of Madison,
Miss. v. Bear Creek Water Association, 812
F.2d 1057,1059 (5th Cir. 1987) District No. 2.
This federal protection prevents any  public
body from encroaching on the service territory
of a rural system for as long as the rural system
is indebted to the federal government.

  In 1987 state legislation in Texas was passed
which, in the absence of federal protection,
provided an administrative process  whereby
municipalities could  annex territory.  Non-
profit water supply corporations could be ade-
quately compensated for the loss of territory as
such loss relates to the impact on the existing
indebtedness of the rural utility and its ability to
repay its debt. Also considered were:

1. the value of personal property  and real
   property of the rural utility located  within
   the area in question;
2. the impact on future revenues;

3. expenses of the retail public utility;
4. other relevant factors.

  Following the Bear Creek decision,  the
National League of Cities began to seek support
for amending federal  law to follow  language
similar to the Texas law as a compromise to the
restrictions imposed by 7 U.S.C. 1926 (b).

             CONCLUSIONS

  Congress  recognized the  need to provide
federal protection against annexation for feder-
ally funded non-profit rural water systems.
Without this protection, annexation of prime
service areas could impair the rural water sys-
tem's ability to meet its federal debt obligations.
Although any small  system  will  generally
benefit from association with larger systems,
careful consideration  must  be given  to  the
impact of such an association. Each rural water
system maintains an obligation to represent its
consumer's interests to ensure that the short and
long term effects are beneficial. We may con-
clude from experience that total annexation or
acquisition of small systems by larger munici-
pal systems is usually beneficial. However, par-
tial annexation of prime service areas  can be
detrimental if the compensation is not adequate
to offset all potential losses.

      Larry Brown is Program Manager for
         Texas Rural Water Association.
                                     Reprinted from the Summer 1990 issue of the
                                  Rural Water magazine,d quarterly publication of the
                                          National Rural Water Association.
44

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                                       Restructuring Manual
                           Boone  County, MO
                                        By Bill Robinson
   Boone County, Missouri, is shaped somewhat like
the State of Illinois and located in the central part
of the state. Columbia, Missouri,  is located in  the
center of Boone County with Interstate 70 dividing
the county and running east and west Boone County
is an extremely fast growing area. The population
of Boone County is now in excess of 100,000.

            Several Small Districts
         Organized In Boone County

   Public Water Supply Districts were first organized
in Boone County in the mid 1960's. By  1968 there
were nine districts in operation and the tenth Public
Water Supply District was in the formation stage.
Five of the ten districts border the city limits of
Columbia, Missouri. Each water district started out
small, usually in the  200 to 300 customer range,
and often started operation out of  the water district
clerk's home or a small office located within another
business. This worked for a while, but it soon became
more difficult to maintain these offices  on a part-
time bask As the water districts grew in numbers
of customers, the need for a full time office became
evident

                 Finding An
              Alternate Method

   The Farmers Home Administration supervisor for
Boone County was Charlie Baldwin. He had a desire
to see Public Water Supply Districts  established
throughout the county. Mr. Baldwin soon became
aware of the office and management problems facing
the water districts and the need to work together
to solve these problems. Mr. Baldwin was  already
working with all the water districts on an individual
bask He brought several of them together to discuss
the idea of establishing a  central service company
office for the water districts of Boone County.

   In June of 1968  thk concept became a reality.
The Boone County Public Water Supply Service, Inc.
was formed as a Missouri nonprofit corporatioa There
were four Public Water Supply Districts that initially
joined. The President of each water district became
a  board member of Boone County Public Water
Supply Service, Inc. Mr. Baldwin  served as the
organization's first treasurer. The  purpose of the
organization, as stated in the original incorporation
papers, is as follows to provide billing, collection,
bookkeeping and other administrative duties. This
benefits water districts through the unified manage-
ment in the reduction of overhead expenses.

                How It Works

   A manager and an office staff were hired to conduct
the day-to-day operations. The manager k responsible
to the Board of Directors of the service company.
The Board of Directors is composed of the presidents
of the participating  water districts. The Board of
Directors is organized each year and a president, vice-
president, secretary,  and treasurer arc elected. The
service company currently provides services to Public
Water Supply District No. 2 and Consolidated Public
Water Supply District No. 1 (formerly Public Water
Supply Districts No.  5, No. 6 and No. 8). There are
approximately 5,700 customers being serviced by the
service company.

   The service company is operated on a nonprofit
bask A monthly customer user tee is established each
year to cover the operating  expenses.  The  current
monthly operating fee is $1.80 per customer.

  In  1986,  a  multi-user computer system was
installed by  the service company. Each  of  the
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                                        Restructuring Manual
   participating water districts contributed toward fee
   purchase of the computer system on a per user bask
   The computer system has improved the efficiency
   of the service company's operation.

                How Has It Worked?

     The service company concept  has worked  well
   The participating water districts have been pleased
   with the arrangement of the cost effective service
   obtained. There is a staff of four to handle the work
   load. If each District had to maintain a separate office
   it is estimated that a minimum of six employees would
   be required to maintain similar functions.

                   Each District
                Maintains Autonomy

     Even as the water districts join together for office
   and  business management functions,  each district
   maintains its own autonomy. Each district has its
   own Board of Directors and operates under separate
   rules and regulations and bylaws. Public Water Supply
   District No. 2 (650 customers) uses all contract labor
   for maintenance and installation work Consolidated
   Public Water Supply District No. 1  (5,050 customers)
   has its own crew to handle repairs and installations.

     As far as we know the Boone County Water Service
   Company, Inc. is the  only  service  company
   performing a combined service of this kind in the
   state of Missouri. There is not  reason why several
   small systems could not join together to set up a
   similar organization in order to have a larger and
   more efficient operation.
           Bill Robinson is the manager of
     Boone County Water Service Company, Inc.
               in Columbia, Missouri
     Reprinted from the Summer 1990 issue of the
   Rural Water magazine, a quarterly publication of
        the National Rural Water Association.
46

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                                        Restructuring Manual
                                    Texas  Style!
                                       By Alton Dockrey
   The Lamar County Water Supply  District has
grown from an original service population of 4,400
people in 1969 to approximately 18,000 today. This
growth can be  attributed to a  combination  of
population growth in the county and mergers with
other water corporations.

   The Lamar County Water Supply  system was
originally created in 1967 as  two  separate entities.
The "Lamar  County Water Supply District" was
created to  sell wholesale water to existing  water
systems. The "Lamar  County  Water Supply
Corporation"  was  created  as  a not-for-profit
corporation to sell retail water to individual customers
throughout the rural areas of the county.  This dual
arrangement was utilized  because it maximized the
possibilities  for grant and loan funding  available at
that time and in die particular circumstances that
existed in Lamar County.

   In  1967 there were  10 small water systems
operating in Lamar County outside of the city of
Paris, Texas. None of these systems had  over 300
customers. Several  additional rural systems were
proposed at that time, which would also have been
very small, single community-type systems. It became
apparent to County leaders mat a proliferation of
these small  systems would not be the best solution
to the County's water needs. The systems were not
large enough to support a full-time operator or any
type of professional staff and were forced to rely
on volunteer help. They also  were not financially
capable of maintaining the systems or of expanding
to serve other areas of the county. Even with all
of these systems operating, over 65% of the County's
area would  have been without water service. Local
leaders decided that a master plan and a master system
for the county were the answer. Thus, the two systems
were created At that time, die city of Paris provided
its own water supply and continues to do so to this
day, also acting as supplier for the Lamar County
system There were five small outlying communities
in the county which became the initial wholesale
purchasers from the Lamar County Water Supply
District Because these cities also offered sewer service
and had existing  water distribution systems, they
continue to this date to operate. At the same time,
there were several corporations around the County,
six  of which were FmHA financed  rural water
corporations. The six existing corporations were the
Petty Water Supply Corporation, the Forest Mil Water
Supply Corporation, die Marvin, Jennings and Clardy
Water Supply Corporation, the Cunningham Water
Supply Corporation, the Pattonville Water Supply
Corporation,  and  the Brookston  Water  Supply
Corporation who  became an  initial wholesale
customer of the District  The  other  corporations
elected to remain totally independent, serving their
own existing service areas and utilizing groundwater
as their source. Groundwater in Lamar County is
limited in quantity and of a less man desirable quality,
generally failing to meet  several  of the  Texas
Department of Health's secondary drinking water
standards.

  The initial  merger actually  occurred with the
beginning of the project when  die Chicota-Forest
Chapel Water Supply Corporation  gave up trying
to develop a well and redirected tiieir efforts towards
die  county wide entity. The corporation and district
were created, die system was constructed, and was
placed on-line in 1969. Because of die size of die
overall system in relation to die amount of funding
available  through FmHA and other sources,
construction was  done in  five phases, during die
1970's and early  1980's. Several years  passed wifli
no merger activity.
                                                                                                       47

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                                         Restructuring Manual
        The next and largest merger occurred in  1984,
      when the Lamar County Water Supply Corporation
      was merged into the District The factors which had
      initially required two separate entities were no longer
      present, and  it became apparent that a significant
      reduction could be made in office and overhead costs
      by merging the two. As with all mergers by the District
      to date, the District  assumed  all outstanding
      corporation liabilities in exchange for all corporation
      assets.
  As the 1980's progressed, the problems associated
with running a small system began to compound
In addition to regulatory requirements and environ-
mental regulations, the  systems were beginning to
age, and repairs were  becoming more  and more
commoa Many  of the rural  customers who had
relocated from urban areas were desiring a higher
quality of service. In 1986, the Cunningham Water
Supply Corporation became the next system to merge
                                      LAMAR COUNTY WATER SUPPLY
                                              DISTRICT
                                         RT. T, BflOOKSTON. TX. 75421
                                             (2M> 785-5505
48

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                                         Restructuring Manual
 with the Lamar County Water Supply District The
 merger was generally prompted by the conditions
 outlined above and specifically by a desire for a better
 quality of water.

   Later,  in  1986, the Brookston Water Supply
 Corporation  became the second system to merge.

   In 1987, the Forest Hill Water Supply Corporation
 merged and  in 1988, the Pattonville Water Supply
 Corporation began to purchase wholesale water from
 the Lamar County Water Supply District, although
 it did not merge. Twenty years after the District's
 formation, only the Marvin, Jennings and Clardy
 Water Supply Corporation,  with about 80 meters,
 continues to operate independently.

   All parties have benefitted from mis merger-type
 growth. Despite the feet mat construction projects
 have been required for  some of the mergers, and
 despite the fact that the District incurred some debt
 tor these expansions, the Lamar County Water Supply
 District rates are lower than rates for any other simUar
 systems in our area.  Each of the merged systems
 has obtained  a quality of water which meets Texas
 Department  of Health  standards. They are  now
 operated by a full-time professional staflF, on call 24
 hours  per  day. Construction of relief lines and
 standpipes has improved reliability  and quality  of
 service. Finally, they don't have to scramble to find
 licensed operators and worry about the paperwork
 required by regulatory agencies.

   The creation of the Lamar County Water Supply
 District has proved to be beneficial to both the
 corporations  who  merged and the people  these
 corporations service.
        Alton Dockrey is the manager of
      Lamar County Water Supply District
              in Brookston, Texas.
  Reprinted from the Summer 1990 issue of the
Rural Water magazine, a quarterly publication of
     the National Rural Water Association.
                                                                                                         49

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                                         Restructuring Manual
  REGIONALIZATION
                                 By Rodney M. Tart
            When our forefathers began
          their vigil of exploring and set-
          tling America, they started out
          living in separate colonies.
          Geographically, their sep-
          aration by distance was  an
          attribute  to their territorial
          claim, but also proved to be a
          barrier in time  of need  and
          emergency.  Life was simpler
          then. An important issue in
          their daily lives was providing
          the bare essentials for human
          survival.  As time progressed
          and additional territories were
          claimed, a sense  of inter-
          dependence between  the colo-
          nies became more important.

            After our country won final
          independence from its Mother
          Country change occurred
          much more swiftly. And so it
          was; discovery, inventions,
          industrial revolution, and mod-
          em technology  brought man
          from earthly travel by foot, to
          supersonic flight into space.

            Man has conquered many
          barriers in his quest for higher
          learning  and  understanding,
          but he has not learned how to
          produce additional water. He
          has learned, just as our fore-
          fathers,  that  pollution only
          lessens this precious  resource.
With continued pollution
water has become endangered
both in quahtity  and quality.
Man continues to look for ways
to abate  water source prob-
lems. Just as in  the colonial
times when I  interdependence
became essential for protection
and survival, so  have water
issues of today become an issue
of interdependence. Water
rights, impoundments,  diver-
sions, and interbasin transfer
are all 21st  Century "buzz"
words in the industry. With the
co-operative efforts  of local
government^ along with the
assistance of State and Federal
financial support, regionalize-    ;
tion has created a new vehicle    '
for the provision of drinking
water.

  North  Carolina has been
most supportive to regionaliza-
tion. In 1972 a state wide bond
referendum ;was  held  in the
amount of $300 million dollars
and the citizens approved the
first clean wjater bond issue in
history. This funding mecha-
nism  provided construction
funds in the form of a grant
with 25% project eligibility.
Many projects were developed
that  never icould have been
without this additional revenue
source. Subsequent to this bond
issue, the State has developed
two special grant programs,
sales tax levies and currently a
revolving loan program.  In
Hamett County, North Carol-
ina, where I am from, regional-
ization is the basic  concept
from which our rural water sys-
tem began. As a result of a State
Statute,  the  Metropolitan
Water District Act gave Har-
nett County the political vehi-
cle to pursue the development
of a rural water system.

  In 1975 a county wide bond
referendum  was defeated
simply because only the main
areas that were initially being
served voted for the  issue.
Three small towns  with less
than 500 connections each had
voted in favor of the bond. The
remaining two larger towns in
the county with an aggregate of
over 6,500 connections voted
against the  issue.  Other rural
areas in the county defeated the
bond by only a small margin.
The two larger towns were not
interested in a county wide
regional system because they
had no immediate water prob-
lems. Failure to pass in the rural
areas has attributed to the fact
that they would be phased and
50

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                                     Restructuring Manual
                            CUMMULAT1VE CUSTOMER GROWTH
                                           PER  YEAR
immediate service to their areas
was not assured in the foresee-
able future. In 1976 the Metro-
politan Water District Act was
implemented through a second
bond referendum in  the areas
where the original service was
proposed. It passed  by more
than a 4 to 1 margin. This was
the first regional bond referen-
dum ever passed in our county.
This project brought together
the three small rural towns and
the citizens along the intercon-
necting  corridors  which link
them  together. Construction
began in 1977 and was com-
pleted and dedicated in Janu-
ary of  1980. This  was  the
beginning of a 10 year process
of bringing a county wide rural
water system  to  our area.
The second challenge occurred
in 1984 when the Metro Dis-
trict  expanded  its  territory
through an annexation proce-
dure. After completing the pro-
cess and passing a  $500,000
general obligation bond issue, it
was decided that there was a
better way to go. Because of the
numerous types of funds avail-
able, the county wanted to keep
control of the system  operation
and take advantage of those
funds.  Creating a  non-profit
association would not  allow
the correct political vehicle.

  Our utility's attorney began
 researching  other political
 means by  which our county
 could develop subsequent dis-
 tricts.  There  still was  not a
 county wide commitment for a
 total  regional system.  Many
 who lived in  the remote areas
 ten years after the first referen-
 dum felt there would never be
 water service in their respective
 areas. There was another  sta-
 tute in our state which provided
 for the creation of a water and
 sewer  district. This concept
 made the  districts creation
 move much more rapidly. Our
last water district bond referen-
dum will be  held during  the
 1990 May primary. Since April
 1976  there has  never  been
                            ESTIMATED CUSTOMER COUNT
                                            by District
                                                                                                        51

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                                         Restructuring Manual
                         another water or sewer bond
                         issue to fafl.

                           Today,  14 years  after the
                         passage of the first bond ref-
                         erendum, we have nine districts
                         created; five are operating, one
                         is under  construction, one is
                         under design,  and our  final
                         district is  awaiting bond ap-
                         proval and a loan commitment
                         from FmHA. The first water
                         district serves as a hub for our
                         entire county  operation and
                         provides die water source and
                         treatment  for  the remaining
                         districts.

                           It took  time, fortitude, and
                         perseverance  to  educate the
                         rural community on a planned
                         program  of how  our county
                         would develop. Unfortunately
                         for some it took the drought
                         of 1985-86 to prove that their
                         longtime independence would
                         be replaced with a new feeling
                         of interdependence. There is a
                         new sense of pride in our rural
                         county now with the creation
                         of a community water system
It has certainly done more to
bridge the gap of sectionalism
man anything else in our coun-
ty's history. Through this labor-
ious 14  years of  developing
Hamett County, it took the salt
of the earth type of men and
women  to make mis county
wide regional system a reality
with the  aggressive leadership
of our elected officials. Only less
that 2%  of the  remaining
population in our county will
not have public water by 1995.

  And so, it is  our quest to
continue improving the quality
of life for rural Americans. Just
as our forefathers enjoyed their
independence, there  always
exists the necessity  for interde-
pendence.  Developing   a
regional water system is a true
testimony  of our  mutual
interdependence.
    Rodney M. Tan is the
Director of Hamett County
Public Utilities in LUlington,
      North Carolina.
                                 Reprinted from the Summer 1990 issue of the
                              Rural Water magazine,a quarterly publication of the
                                      National Rural Water Association.
52

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                                       Restructuring Manual
                             Castle  Valley
                                                           By Darrel V. Leamaster, P.E.
   In Utah's Emery County an innovative type of
 consolidated system has been operating since 1976.
 The Castle Valley Special Service District was set up
 under Utah's Special Service District Legislation to
 provide culinary  water, sewer  systems,  pressurized
 irrigation water and roads to seven small incorpor-
 ated communities. These rural towns range in size
 from 300 to 3,400 people and have a combined
 population of about 9,000 people.

   The towns in this District are located in rough, hilly
 country on the foothills of the Manti-Lasal Mountain
 range. The towns are each separated by about 10
 miles, and it is about 60 miles from the north to the
 south end of the District. The water systems in each of
 these towns are  operated and maintained by the
 regional  District.  The  District operates five surface
 water treatment plants, two wells, three springs, 120
 miles of pipeline and 2,750 connections. The terrain
 and the distance between towns have created many
 difficult operational problems for a combined system.
 However, they have been able to overcome the prob-
 lems, and have run a consolidated system for the past
 13 years.

   The initial reason  for forming  the District  was
 related to growth from energy  development in the
 area. Emery County holds some of the nation's largest
 low sulfur coal reserves. Energy development of these
 local  coal fields and the construction of two large
 steam electric generating plants by Utah Power &
 Light Company  resulted in dramatic  population
 increases in the area. The growth and service demands
 created by the population increase, caused more prob-
 lems than the towns could handle.  The mayors and
 city councils soon realized that  they didn't have the
 resources available to solve the energy impacts. They
joined together with the Utah Power & Light proper-
 ties to form the Castle Valley Special Service District.
 This provided the legal mechanism by which the
 communities could utilize the large tax base of the
 industry. This industry created the growth problems
and the District was the mechanism used to help
lessen the impact of the growth and operational con-
cerns in the communities.
  The financial resources provided by this Special
Service District, allowed them to sell General Obliga-
tion Bonds and obtain state and federal grants to
upgrade and construct new facilities. They have spent
$25 million in capital improvements since 1977.

  The District is presided over by an Administrative
Control Board of ten members.  Each of the seven
communities  appoints one  representative and the
other three are appointed at random by the County
Commissioners. This Board is the governing author-
ity  of the District, setting policy, hiring personnel,
establishing budgets, etc.

  The benefits to these communities derived from the
Special Service District are numerous and varied. It
has provided shared management with professional
staff, certified operators to operate the plants, com-
bined purchasing, combined equipment usage, addi-
tional financial resources (tax revenue), uniformity of
services, better planning, and a common forum for the
setting of policy and making decisions. In short, it has
provided a more  efficient  and  effective system to
bring public service to customers.

  The District utilizes a centralized management sys-
tem. The District Manager is a full time, professional
engineer, and oversees the day to day operations at all
of the systems. He is  qualified to assist with many
routine tasks faced by the District such as; calculating
chemical  dosages, trouble  shooting instrumentation
and control problems, monitoring the Safe Drinking
Water  Act requirements and planning extensions to
the  system. The District also has available on a con-
tractual basis; financial consultants, engineering con-
sultants, attorneys and auditors.
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                                            Restructuring Manual
         The District has been divided into three areas for
       organization of the work force. Each area has a fore-
       man, who is also a certified operator, and a work
       crew. They generally work within their own area, but
       alot of flexibility exists and when an emergency or
       large work project occurs in one area, crews from the
       other areas can be brought in to assist. For example, a
       few years ago a pressure reducing valve failed in the
       middle of the night and put a pressure surge on the
       distribution system. The next morning more than 25
       leaks were discovered. Crews from other areas in the
       District were called in to help and within an hour
       three backhoes and crews were at work repairing
       leaks.

         The plants are staffed by certified operators. These
       operators may work in two or more plants and they
       take turns with  holiday and weekend coverage to
       prevent a single operator from being on call or work-
       ing seven days a  week all year long.

         One of the main advantages of the District has been
       its combined use of equipment and facilities. The
       District has been able to purchase expensive equip-
       ment and use it in several towns throughout its area.
       Some examples are laboratory equipment, road bor-
       ing equipment, asphalt repair equipment, backhoes,
       and loaders.

         The same shop warehouse facility can be used for
       two or more towns, and in some cases  common
       treatment systems can be utilized  for two or three
       towns. Rather than each community developing its
       own water treatment facility, the  district  can  now
       develop such facilities capable of servicing two or
       more towns. The cost of purchasing these items is
      spread over a broader base, and duplication in terms
      of equipment and facilities is minimized. This has
      been an efficient way to reduce costs for providing
      public services.

         The purchasing function can also be accomplished
      more efficiently in the District than in the individual
      towns. Common supplies such as water meters, pipe
      and fittings, chlorine and chemicals for the water
      plants can be purchased in large quantities at reduced
      costs. Vendors can now deal with one entity instead of
      seven individual towns. This has also allowed the
 District to standardize on its purchasing so that inter-
 changeability of parts from one town to another is
 achieved.

   Undoubtedly, the greatest benefit of the District
 has been financial. The combination of the seven
 towns and the industrial property into one district has
 equipped it with the necessary power to issue bonds
 for capital improvements, and to retire these bonds
 from collected taxes. Many improvements have been
 provided that the individual communities could not
 have  afforded.  The District  has  also been able to
 present unified proposals to State and Federal loaning
 agencies that have allowed it to obtain grants and low
 interest loans that otherwise would have been impos-
 sible to obtain.  The regional taxing district concept
 has added an  additional  revenue  source  to  the
 member communities' rate structures. An operational
 and maintenance tax has been levied to augment the
 fee structure and provide a second source of funding.
 Most of this revenue is used for road and street main-
 tenance, but some is used in the operation of the water
 and sewer systems.

   A common forum or foundation for policy consid-
 eration and decision making is now available to each
 participating town in the district. Information con-
 cerning cooperative undertaking can be disseminated
 to all communities, thereby increasing the likelihood
 of mutual understanding and cooperation.

   In summary, many challenges face small rural
 water systems in todays world. In many cases these
 systems can combine into a single cooperative entity
 and provide a more efficient and effective operation
 for providing water to the public.  The Castle Valley
 Special Service District in Utah's Emery County has
 proved that it can be successfully done. They have
 provided a common management and operational
system for seven individual towns. In the process they
have found that some of the advantages are: profes-
sional management, certified plant operator staff,
combined equipment usage, less expensive purchas-
ing, uniformity of services, better planning for future
activities and a common forum to  disseminate infor-
mation and make decisions.

   Darrel V. Leamaster is the manager of The Castle
   Valley Special Service District in Castle Dale, Utah.
                                   Reprinted from the Summer 1990 issue of the
                                Rural Water magazine,a quarterly publication of the
                                         National Rural Water Association.
54

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                              Restructuring Manual
                                  Appendix B
   Selections from Memorandum of Agreement between a

         Contract O&M Company and a Water System

Responsibilities

      The Contract O&M Company ["the Company"] will provide and supervise the
services of an operator who possesses a valid Class I certificate of competency issued by
the State. The Operator will perform or provide for the performance of water system
services as mutually agreed upon and authorized under State Class I Water Distribution
certification. Such services are limited to those necessary to consistently satisfy the mini-
mum health standards of the State for community water systems. The services will be
provided on a mutually agreed-upon schedule. Additional services may be added to this
Agreement from time to time by written consent of the Company, and the System. The
owner of the water system will provide guidance and direction to the Operator to the
extent necessary for timely decisions and direction on any action, expenditure or work
needed to keep the system in compliance with State health standards for community water
systems.

      The System agrees to take whatever steps are required by federal and State law and
regulations to keep the system in compliance with all current and future community water
system minimum standards.

      The System agrees that the physical plant, assets, liabilities and legal allegations
connected with the ownership and operation of the system are its exclusive responsibility
and not that of the Company or the operator.

      The System acknowledges that insurance coverage desired by the System in connec-
tion with this Agreement, including but not limited to errors and omissions coverage, will
be the responsibility of the Sys'tem.

Hold Harmless Agreement

      Indemnification. The System will hold harmless and indemnify the Company and
its officers, agents, and employees against any claim, liability, or expense incurred by the
Company arising out of its work under this agreement, except to the extent that the claim,
liability or expense arises out of alleged negligent or intentionally wrongful actions or
failures to act of the Company or its officers, agents or employees.
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