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R-09-10-22-11E4 - 10/22/2009
RESOLUTION NO. R -09-10-22-11E4 WHEREAS, Round Rock, the City of Austin, and the City of Cedar Park (collectively, the "Cities") have entered into a contract with the Lower Colorado River Authority ("LCRA") to purchase from LCRA certain wastewater collection, treatment and disposal facilities known as the Brushy Creek Regional Wastewater System (the "System"); and WHEREAS, Brushy Creek Municipal Utility District (the "District") is currently a party to that certain "Subregional Wastewater Disposal Contract" dated October 1, 2000 with LCRA and the Brazos River Authority ("BRA") providing for the collection, treatment and disposal of the District's wastewater flows by LCRA utilizing the System; and WHEREAS, in connection with the pending acquisition of the System by the Cities, Round Rock proposes to provide wholesale wastewater treatment and disposal services to the District; and WHEREAS, the District and Round Rock desire to enter into this Agreement in order to set forth the terms and conditions pursuant to which Round Rock shall provide wastewater collection, treatment and disposal services to the District, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Wastewater Service Agreement with the Brushy Creek Municipal Utility District. A draft of said Agreement is attached hereto as Exhibit "A" and incorporated herein for all 0:\wdox\SCC1nts\0112\0905\MUNICIPAL\R91022E4.DOC/rmc purposes. The final version of the Agreement is subject to the approval of the City Manager and City Attorney. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of October, 2009. ATTEST: SARA . WHITE, City Secretary 2 ALAN MCGRAW, Mayor City of Round Rock, Texas CORR response to MUD response; clean; 10/16/09 WASTEWATER SERVICE AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND BRUSHY CREEK MUNICIPAL UTILITY DISTRICT This Wastewater Service Agreement ("Agreement") is entered into by and between the City of Round Rock ("Round Rock") and Brushy Creek Municipal Utility District (the "District"). ARTICLE I DEFINITIONS Section 1.01. DEFINITION OF TERMS. Certain of the capitalized terms and expressions used in this Agreement, unless the context clearly shows otherwise, shall have the following meanings: A. "Agreement" means this agreement. B. "Austin" means the City of Austin, Texas C. "Cedar Park" means the City of Cedar Park, Texas D. "Cities" mean the cities of Austin, Cedar Park, and Round Rock. To the extent that Leander joins the System in accordance with the terms of the Master Contract, then the term "Cities" shall also be deemed to include Leander. E. "District" means the Brushy Creek Municipal Utility District. F. "District Capital Charges" means the portion of Round Rock's debt necessary to serve the District as established per Exhibit A. Should the City reasonably determine that an opportunity exists in the financial markets to refinance the debt to achieve savings, Exhibit A shall be amended to reflect such savings. G. "District Contractual Flows" means the maximum amount of Wastewater, based upon a 30 -day average flow, that is permitted to be discharged by the District into the Point(s) of Entry for the System, as set forth in Exhibit B. H. "District Operation and Maintenance Expense" means all reasonable expenses of Round Rock for providing service to the District to the extent not included in the Round Rock Flow Charges. For the purposes of this Agreement, the initial District Operation and Maintenance Expense is agreed to be $ 750.00, per month, which amount will increase on each anniversary date of this Agreement by three percent (3 %), compounded annually. I. "District Surplus Capacity" means that portion of the surplus capacity in the System previously financed by the District and constructed for the potential participation in the System by Leander or another party, which is identified in Exhibit C attached hereto. J. "District Wastewater Service Charges" means the charges to the District for Round Rock Flow Charges and District Operation and Maintenance Expense. J. "LCRA" means the Lower Colorado River Authority. K. "Leander" means the City of Leander. L. "Master Contract" means that certain Master Contract for the Financing, Construction, Ownership and Operation of the Brushy Creek Regional Wastewater System, among City of Austin, City of Cedar Park and City of Round Rock, together with any amendments or supplements thereto. M. "Phase I and II of the System" means those components of the System more particularly described on Exhibit D attached hereto. N. "Purchase Agreement" means that certain "Purchase Agreement for the Brushy Creek Regional Wastewater System" dated September 10, 2009 entered into by the Cities and LCRA. O. "Round Rock" means the City of Round Rock, Texas. P. "Round Rock Flow Charges" means that portion of the Flow Charges paid by Round Rock pursuant to the Master Contract to enable Round Rock to serve the District. Q. "Round Rock Reserved Capacity" means Round Rock's Reserved Capacity in the System pursuant to the Master Contract, including the portion necessary to enable Round Rock to serve the District. R. "System" means the Brushy Creek Regional Wastewater System owned and operated by the Cities. Section 1.02. INTERPRETATION. Terms used in this Agreement with initial letters capitalized and not otherwise defined in this Agreement have the meanings assigned to them in the Master Contract, but to the extent there is any conflict between the provisions of this Agreement and the Master Contract, this Agreement shall control. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa. Reference to any document means that document as amended or supplemented from time to time. Reference to any party or governmental regulatory agency means that entity and its successors and assigns. ARTICLE II DESIGN, ACQUISITION, CONSTRUCTION, OPERATION AND MAINTENANCE OF SYSTEM Section 2.01. DESIGN, ACQUISITION AND CONSTRUCTION RESPONSIBILITIES. Round Rock will use its Reserved Capacity in the System for receiving, transporting, treating and disposing of Wastewater delivered by the District. Round Rock, in cooperation with the other Cities, will operate, manage, maintain design, acquire, construct, expand, extend, enlarge, improve and repair the System as provided in the Master Contract, and as required to meet its obligations under this Agreement. Round Rock, in cooperation with the other Cities, shall construct Expansions to the System as requested or needed to meet the service needs at least to the extent of the District Contractual Flows. 2 Section 2.02. OPERATION AND MAINTENANCE RESPONSIBILITIES. Round Rock, in cooperation with the other Cities, will operate and maintain the System as provided in the Master Contract and this Agreement. In addition, Round Rock will undertake other management related actions to provide services to the District. Section 2.03. OPERATIONS COMMITTEE. The Operations Committee (as defined in the Master Contract) is composed of representatives appointed by the Cities to represent the individual and collective interests of the Cities to advise the Cities with respect to the operation of the System. The District shall be permitted to appoint one non-voting representative to attend the meetings of the Operations Committee and to listen to and offer input regarding the matters discussed by the Operations Committee. ARTICLE III DISTRICT AND CITY RESPONSIBILITIES Section 3.01. SERVICE NEEDS. The District agrees to obtain all of its Wastewater treatment and disposal needs from Round Rock for so long as Round Rock provides service to the District in accordance with the terms of this Agreement. Round Rock agrees to utilize the System to provide all Wastewater treatment and disposal needs of the District in a quantity not to exceed the District Contractual Flows. Section 3.02 DISTRICT INTERESTS. In connection with the ownership, operation, management, maintenance, repair, financing and expansion of the System and exercise of the duties provided in this Agreement, Round Rock will not undertake any actions that would result in rates that are not just and reasonable, or are unreasonably preferential, prejudicial, or discriminatory. ARTICLE IV RESERVED CAPACITY AND DISCHARGE OF WASTEWATER Section 4.01. DISCHARGE QUANTITIES. The District shall have the right to discharge Wastewater into the Point(s) of Entry for the System to the extent described in Exhibit B. It shall be the sole responsibility of the District to convey its Wastewater to the designated Point(s) of Entry. Section 4.02. RATE AND QUANTITY AT POINT(S) OF ENTRY. The rate and quantity of Wastewater discharged into the System at the designated Point(s) of Entry by the District shall be determined by "winter averaging", which for purposes of this Agreement and the Master Contract shall be calculated by in accordance with the methodology developer by K. Friese & Associates, attached hereto as Exhibit F.. Such methodology may not be preferential to any individual City or to the Cities, and may not be discriminatory relative to the flows of the District. The same methodology shall be utilized for calculating the District's Wastewater flows as that utilized for calculation the Wastewater Flows of the Cities. The District shall not discharge Wastewater into the System at such Point(s) of Entry at a rate exceeding the District Contractual Flows. Section 4.03. DISCHARGE QUALITY. The District shall discharge Wastewater into the System meeting the requirements of quality as set forth in this Article and not containing wastes identified in the List of Inadmissible Wastes attached as Exhibit G of this Agreement. 3 (a) General Requirements. In order to properly treat and dispose of the District's Wastewater, to protect the public health, and to permit cooperation with other agencies which have requirements for the protection of the physical, chemical, and bacteriological quality of public water and watercourses, the District agrees to prohibit discharges into its own collection system at unauthorized points of entry or at rates of flow or of quality not herein specified as admissible. (b) Admissible Wastes. Discharges into the System by the District shall consist only of waste which the System is designed to treat and process: (1) so that the effluent and sludge from the System meets the legal standards of the EPA, the Commission or any governmental body having legal authority to set standards for such effluents; (2) without causing damage to the System which would result in increased maintenance costs; (3) without causing excessive treatment costs; and (4) which meets the requirements of the EPA Pretreatment Regulations, 40 CFR Part 403, Round Rock's applicable rules and the EPA -approved pretreatment program for the System. (c) Inadmissible Wastes. A List of Inadmissible Wastes is attached hereto as Exhibit G. EPA and the Commission periodically modify standards on prohibited discharges; therefore, revisions to, additions to or deletions from the items listed in this Section will become necessary to comply with these latest standards. It is the intention of this Agreement that prohibited discharge requirements be reviewed periodically by the Cities and that Exhibit G be revised by the Cities in accordance with the latest standards of EPA, the Commission or federal or state agency having regulatory authority over the discharges made to the System. Exhibit G may also be revised on the basis of changes in the treatment process or the general character of Wastewater received at the treatment plant from the District or indicated in the monitoring data related to the District's discharges collected pursuant to the System pretreatment program. Any required revisions shall be made by the Cities only after notice and opportunity to comment has been provided to the District and shall become effective upon written notice thereof being given to the District. The District shall be responsible for integrating such changes into its local sewer use regulations and notifying all affected users of the change. Section 4.04. REGULATIONS. Discharges to the System shall be governed by the requirements set forth in the EPA pretreatment regulations, Commission pretreatment regulations, the List of Inadmissible Wastes, the System pretreatment program and District's respective sewer use ordinances or regulations. Periodically, the Cities will promulgate a new List of Inadmissible Wastes, Exhibit G of this Agreement, in response to changes in federal or state requirements, changes in the treatment process, or the general character of the Wastewater received at the treatment works, as described in Section 4.04(c) above. The List of Inadmissible Wastes will contain pollutant allocations to the District. The District is responsible for developing specific local limits from the pollutant allocations and enforcing these limits through the District's regulations and sewer use permits. 4 Notwithstanding any provision in this Agreement or Master Agreement to the contrary, the District is subject to the same quality requirements that apply to the Cities. Section 4.05. INDUSTRIAL WASTES. The District agrees to implement and enforce the System pretreatment program for all areas receiving sanitary sewer service from the District. The District also covenants that it will have in effect and will enforce sewer use regulations in accordance with EPA and Commission regulations or regulations of other governmental agencies having lawful jurisdiction to set standards for waste discharges. Furthermore, the District shall, at any reasonable time upon request by Round Rock, produce pretreatment program records for review. The District also agrees that no new Significant Industrial User shall be allowed to connect to the District's sewer system without prior notification being given by the District to Round Rock of the intent to connect. The District will provide Round Rock with a copy of the draft sewer use permit and permit application at the time such notification is given. All Significant Industrial Users that are customers of the District will also be required to obtain a sewer use permit. Section 4.06. SYSTEM LIMITATIONS. Round Rock shall be obligated to receive into the System at the Point(s) of Entry only Wastewater meeting the quantity limits and quality requirements of this Article IV. Since the capacity required for the District to discharge Wastewater up to the District Contractual Flows has previously been constructed and for so long as the District does not discharge Wastewater into the System in excess of the District Contractual Flows, the District shall not be responsible for, and shall not be allocated any costs or expenses associated with, the discharge by any other customer (including the Cities) of Wastewater in excess of (i) the amount which the System is capable of receiving, treating, and disposing, or (ii) a discharge made into the System by such other customer or the Cities which would cause it to be overloaded or be in violation of its permits from the State of Texas and/or the United States of America. Section 4.07. TITLE TO AND RESPONSIBILITY FOR TREATMENT AND DISPOSAL OF WASTEWATER. Title to and responsibility for the reception, transportation, delivery and disposal of all Wastewater discharged hereunder shall remain with the District to the Point(s) of Entry, and upon passing through the Point(s) of Entry, title to and responsibility for the Wastewater shall, except as provided in Section 6.19, pass to Round Rock, and Round Rock shall be responsible for the proper reception, transportation, treatment and disposal of all such Wastewater, meeting the applicable quality standards, received by it at the Point(s) of Entry. Responsibility for proper reception, transportation, treatment and disposal of Wastewater received by Round Rock at the Point(s) of Entry which does not meet the applicable quality standards shall remain with the District and any expenses incurred by Round Rock in receiving, transporting, treating and disposing of such non-compliant Wastewater shall be charged directly to the District by Round Rock, upon demonstrating that such Wastewater was delivered by the District. Section 4.08. UNIT OF MEASUREMENT. The unit of measurement for Wastewater delivered hereunder shall be one thousand (1,000) gallons, U.S. Standard Liquid Measure. 5 ARTICLE V CHARGES Section 5.01. ESTABLISHING CHARGES. (a) Initial Proposals. As soon as reasonably possible during the first partial Fiscal Year and not less than forty-five (45) days before commencement of each Fiscal Year thereafter while this Agreement is in effect, Round Rock shall furnish to the District copies of its annual estimates of costs and flows for the System, its annual calculation of the District Operation and Maintenance Expense and the resulting estimates of District Capital Charges and District Wastewater Service Charges projected to be incurred by Round Rock in the next ensuing Fiscal Year. Round Rock shall include such information as may be reasonably necessary for the District to confirm that the District Capital Charges and District Wastewater Service Charges are calculated in accordance with the terms and conditions of this Agreement. (b) Approval of Charge if No Protest. If no protest or request for a hearing on such tentative proposed District Capital Charges and District Wastewater Service Charges is presented within twenty-five (25) days after such filing of the proposed District Capital Charges and District Wastewater Service Charges and supporting documentation, the proposed District Capital Charges and District Wastewater Service Charges, when approved by Round Rock's City Council, shall be deemed to be in effect for all purposes for the next ensuing Fiscal Year. (c) Procedures for Protest of Charges. If a protest or request for a hearing is duly filed, it shall be the duty of Round Rock to fix a date and time for a hearing on the proposed District Capital and/or District Wastewater Service Charges to be conducted in a manner to enable interested persons to communicate such information as they shall desire to present any such views as they shall desire to express to the Round Rock City Council. The party filing such protest and the District shall be advised in writing of the time and place of such hearing. After consideration of the information and comments produced at such hearing which shall be reduced to written findings by Round Rock within fifteen (15) days of such hearing, the Round Rock City Council may adopt the proposed District Capital Charges and/or District Wastewater Service Charges or make such amendments thereof as may seem proper. The written findings shall substantively address and respond to each issue raised in the protest or request for hearing. The proposed District Capital Charges and/or District Wastewater Service Charges thus approved by the City Council of Round Rock shall be deemed to be in effect for the next ensuing Fiscal Year. (d) The parties agree that the District Capital Charges and District Wastewater Service Charges shall be just and reasonable, and shall not be unreasonably preferential, prejudicial, or discriminatory. Section 5.02. DISPUTES. (a) The District shall retain such rights as it may possess under applicable law to seek administrative or judicial review of Round Rock's charges under this Agreement. If the District at any time disputes the amount to be paid by it under this Agreement, the District shall nevertheless promptly make the payment or payments determined by Round Rock and shall 6 notify Round Rock in writing of the dispute. If it is subsequently determined by agreement, administrative agency or court decision, or binding arbitration, that such disputed payments made by the District should be changed, Round Rock shall promptly revise the charges in such manner that the District will pay amounts which permit Round Rock to receive the entire amount of the District Capital Charges and District Wastewater Service Charges permitted hereunder as the same may be modified by final effective order of an administrative agency or court of appropriate jurisdiction, or by binding arbitration; provided, however, nothing herein shall ever be construed to prevent Round Rock from recovering from the District the amount required to meet the District Capital Charges and District Wastewater Service Charges hereunder. If the District Capital Charges or District Wastewater Service Charges are redetermined as herein provided, Round Rock will promptly furnish the District with an updated schedule of monthly payments reflecting such redetermination. (b) In lieu of seeking judicial or administrative review, the District may submit any protest or dispute relating to the budget or the District Capital Charges or District Wastewater Service Charges to binding arbitration in accordance with Article VII below. Any such election must be made, and written notice thereof filed with Round Rock, within 30 days after receipt of the written findings of the Round Rock City Council. In the event the District prevails in any such appeal proceeding, the charges shall be recalculated within 30 days to reflect the ruling, and any prior overpayment by the District shall be credited immediately. In the event the charges are not modified as a result of such ruling, then Round Rock shall be entitled to include its reasonable costs and expenses incurred in connection with the arbitration proceeding. Section 5.03. CHANGES FROM EMERGENCIES AND LEGAL ACTION. Round Rock may adopt amendments to the District Capital Charges or District Wastewater Service Charges by following a process similar to that provided above for the establishment of such matters initially if, during a Fiscal Year, the District Capital Charges or District Wastewater Service Charges are changed due to: (i) unanticipated emergency capital expenses or Flow Charges are experienced that are properly allocable to the District under this Agreement; or (ii) an adjustment is necessitated by regulatory requirement. Section 5.04. DISTRICT CAPITAL CHARGES; UNCONDITIONAL PAYMENT OBLIGATION. (a) General. On or before the fifteenth day of each month, the District shall pay its District Capital Charge. During the term of this Agreement, the District Capital Charge for the District to be paid each month shall be determined by allocating one -twelfth (1/12) of the total District Capital Charges for the Fiscal Year in the amount set forth in Exhibit A and subsection (b) below, which the District and Round Rock believe is a reasonable basis upon which to allocate said costs. (b) It is hereby agreed that upon the effective date of this Agreement, the District shall be unconditionally obligated to pay the District Capital Charge and District Wastewater Service Charge regardless of whether or not the District actually discharges Wastewater hereunder, whether due to Force Majeure or otherwise. The District agrees that its obligation to pay the District Capital Charge and District Wastewater Service Charge shall be absolute and 7 unconditional, irrespective of any rights of set-off, diminution, abatement, recoupment or counterclaim the District might otherwise have against Round Rock or any other person, and the District covenants not to seek and hereby waives, to the extent permitted by applicable law, the benefits of any rights which it may have at any time to any stay or extension of time for performance or to terminate, cancel or limit its liability to pay the District Capital Charge. and District Wastewater Service Charge. Such additional agreement shall in all respects be consistent with the requirements of this Agreement regarding the payment of the District Capital Charge by the District. This provision shall not be construed to prevent the District from appealing the amount of the District Capital Charge in accordance with the dispute provisions of this Agreement. (c) The preceding paragraph shall not be construed to release Round Rock from the performance of any of its undertakings contained in this Agreement or, except to the extent provided in this section, prevent or restrict the District from asserting any rights which it may have against Round Rock or any other person under this Agreement or under any provision of law or prevent or restrict the District, at its own cost and expense, from prosecuting or defending any action or proceeding against or by third parties or taking any other action to secure or protect its rights under this Agreement. (d) The District shall not be allocated any costs of any Expansion or improvement of the System beyond Phases I and II of the System in determining its District Capital Charges unless all or a portion of the Expansion is constructed to meet the District's needs or serves to improve the efficient operation of the System. Except in the event of emergencies, Round Rock agrees to provide not less than 90 days prior written notice of any such proposed improvement, along with information regarding the necessity and benefits thereof to the District, the projected costs thereof, and the allocation of costs associated therewith to the District. (e) In the event additional capital costs are incurred due to expansion or rehabilitation of the System on behalf of the District, the City of Round Rock reserves the right to issue additional debt for such improvements on behalf of the District as provided in Article 2, Section 2.01. Exhibit A will be amended accordingly. Except in the event of emergencies, Round Rock agrees to provide not less than 90 days prior written notice of any such proposed rehabilitation, along with information regarding the necessity thereof, the projected costs thereof, and the allocation of costs associated therewith to the District. (f) As consideration for the transfer and conveyance of the District's Surplus Capacity to Round Rock by the District, Round Rock agrees that it will not seek to recover from the District, directly or indirectly, any costs of the type identified in Section 1.2(a)(c) and (d) of the Purchase Agreement. Section 5.05. DISTRICT WASTEWATER SERVICE CHARGES (a) During the term of this Agreement, the District each month shall be required to pay a District Wastewater Service Charge designed to recover that portion of the Round Rock Flow Charge and the District Operation and Maintenance Expense. The District Wastewater Service Charge shall be the sum of the following divided by 12 (or in the case of the initial Fiscal Year the fraction obtained by dividing the number of complete calendar months between the initial date of service by Round Rock hereunder and September 30 of the Fiscal Year in which service begins): 8 (i) That portion of the Round Rock Flow Charges allocated to the District; and (ii) The District Operation and Maintenance Expense; and (iii) The adjustment for actual Round Rock Flow Charges from prior periods, if any, as described in Section 5.05(b). (b) Adjustment for Actual. In the event that the Round Rock Flow Charges are adjusted in accordance with the Master Contract, Round Rock shall report to the District the difference, if any, between the amounts collected from the District and the actual Round Rock Flow Charges. The difference, if any, shall be applied as an adjustment in calculating the District Wastewater Service Charge pursuant to this section for the Fiscal Year immediately following the Fiscal Year in which the actual Round Rock Flow Charges are known. Section 5.06. HOW, WHEN AND WHERE PAYMENTS ARE TO BE MADE. Delivery to the District of the final budgets for a Fiscal Year, together with the schedule of resulting District Capital Charges and District Wastewater Service Charges, shall constitute the invoice for same for the entire Fiscal Year. Payment of all District Capital Charges and District Wastewater Service Charges required to be paid by the District under the provisions of this Agreement shall be made to Round Rock. All charges payable for any calendar month shall be due and payable in Williamson County, Texas, on or before the first day of such month. Past due payments shall bear interest from the date due until paid at the lower of ten percent (10%) per annum or the highest lawful rate in the State of Texas. Should the District desire, Round Rock agrees to cooperate in good faith to permit the District to prepay any District Capital Charges owed or anticipated to be owed under this Agreement. Section 5.07. DEFAULT. (a) Monetary Defaults by District. In the event the District defaults in the payment of the District Capital Charge or District Wastewater Service Charge required hereunder, Round Rock shall immediately give notice of such default to the District; provided, however, that nothing in this section shall prevent the District from paying under protest any amount alleged as owed to Round Rock or prevent Round Rock from accepting any payment even if less than the amount alleged by Round Rock as owed by the District. Payment or receipt of any such disputed amount shall not be construed as a waiver of any right of the party making or receiving such disputed amount to contest such matter and to demand payment or receipt of a different amount. Thereafter, the District shall take all appropriate steps to correct such default and shall correct such default within ten (10) days after receipt of such notice. Any past due amount shall be paid, together with interest at the rate of ten percent (10%) per annum or the maximum legal rate of interest then in effect, whichever is greater. (b) Other Defaults by District or Round Rock. In the event that the District or Round Rock defaults in the performance of any of their respective obligations under this Agreement, other than the obligation to make payments of the District Capital Charge or District Wastewater Service Charge, the non -defaulting party, after giving reasonable notice of the default and opportunity to cure same, may exercise any remedy at law or in equity or as provided below in Article VII. 9 ARTICLE VI GENERAL PROVISIONS Section 6.01. PAYMENTS TO CONSTITUTE OPERATING EXPENSES OF DISTRICT. The District represents and covenants that the services to be obtained pursuant to this Agreement are essential and necessary to the operation by the District of its own wastewater facilities and the provision of sanitary sewer services to its constituents, and that all payments to be made hereunder by it will constitute essential and necessary operating expenses of the District's waterworks and sanitary sewer systems, and the provisions of all resolutions, as appropriate, authorizing the issuance of all bonds of the District which are payable from revenues of the District's waterworks and sanitary sewer systems payable from the revenues of said system and from the proceeds of its maintenance tax. The parties acknowledge that Round Rock intends, in cooperation with the other Cities, to own and operate the System as capital improvements on behalf of the District within the meaning of Section 395.002(1), Texas Local Government Code. The parties understand and agree that the decision as to whether the capital improvements constructed or acquired by Round Rock on behalf of the District are used to serve new development (within the meaning of Section 395.001(6), Texas Local Government Code) and the decision as to whether to impose any impact fees (within the meaning of Section 395.001(4), Texas Local Government Code) is exclusively that of the District. Round Rock agrees, upon receiving a written request from the District, to provide information and other assistance regarding Round Rock's calculation of the District Capital Charges to assist the District in its efforts to implement or defend any capital recovery fee or impact fee of the District related to the System. Expenses incurred by Round Rock in providing such information to the District shall be a District Operation and Maintenance Expense directly attributable to the District. Section 6.02. DISTRICT'S RATES, FEES AND CHARGES. Round Rock acknowledges that the District has the right under applicable law to assess, charge and collect such District maintenance taxes, impact fees, capital recovery fees, connection fees, meter fees, or other service fees, rates, taxes or other charges as it will deem appropriate. Round Rock will not construe this Agreement to require (except as provided otherwise in this Section), limit or restrict the governmental power of the District to implement the same. The District will be solely responsible for the proper exercise of its governmental power to assess and collect such fees and charges and for ensuring that all fees, taxes, rates and charges the District elects to charge are in compliance with applicable law. The District agrees to establish and collect such taxes, rates and charges for its waterworks and sanitary sewer services to be supplied by its system as will make possible the prompt payment of all expenses of operating and maintaining its system including the payments committed hereunder, and the prompt payment of the principal of and interest on its obligations, if any, payable from the revenues of its waterworks and sanitary sewer systems. Section 6.03. USE OF PUBLIC PROPERTY. By these presents, the District, to the extent capable under existing law, authorizes use by Round Rock of general utility or sewer easements and rights-of-way of the District for construction, operation and maintenance of the System, so long as such use is in compliance with the terms of any easement or right-of-way utilized by Round Rock and does not interfere with any lawful use by the District and subject to all of the District's rules and regulations respecting the manner of such use and restoration of lands, pavement or improvements resulting from exercise of the rights provided in this section, including the cost of relocation of any facilities located within any such easement or right-of-way as an expense of the System. Round Rock will cooperate with the District in the timing, planning and installation of the System to be constructed and installed hereunder. 10 Section 6.04. FORCE MAJEURE. In case by reason of "Force Majeure" any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, then if such party shall give notice and full particulars of such "Force Majeure" in writing to the other parties within a reasonable time after occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affected by such Force Majeure, with the exception of the obligation to pay amounts owed hereunder, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply and inability on the part of the District to provide water necessary for operation of its water and wastewater system hereunder or of Round Rock to receive Wastewater on account of any other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. Section 6.05. GOVERNMENTAL REGULATION. This Agreement shall be subject to all valid rules, regulations and laws applicable hereto passed or promulgated by the United States of America, the State of Texas or any governmental body or agency having lawful jurisdiction or any authorized representative or agency of any of them. In each instance herein where reference is made to a federal or state regulation, it is the intention of the parties that at any given time the then current edition of any such federal or State regulation shall apply. Round Rock and the District agree that their obligations under this Agreement shall include compliance with the requirements made under said laws, and any rules and regulations issued pursuant thereto. New standards shall be adopted by the District, and Round Rock which are in compliance with applicable State and federal laws and any valid rules and regulations issued pursuant thereto. Section 6.06. DISTRICT COOPERATION TO ASSURE REGULATORY COMPLIANCE. Since Round Rock and the other Cities must comply with all federal, state and local requirements to obtain permits, grants and assistance for system construction, studies, etc., the District will cooperate with the Cities in good faith at all times to assure compliance with any such governmental requirements where noncompliance or non-cooperation by the District may subject Round Rock to penalties, loss of grants or other funds, or other adverse regulatory action. In making the determinations called for herein, Round Rock covenants that such determinations will be made only after detailed studies of statistical data available as to the need and feasibility have been made and after consulting with engineers and financial advisors. The District will be kept advised at all times of planning and implementing Required Improvements. In that regard, the District agrees to adopt and enforce, and to provide in its wholesale contracts with its water customers in the future that they shall adopt and enforce, an appropriate water conservation and/or drought management plan as required by the Texas Water Development Board. Section 6.07. CONTRACTS WITH OTHERS IN RELATION TO SYSTEM. (a) Subject to obtaining the consent of Round Rock as set forth in Section 6.08, the District shall have the right to enter into contracts with other persons natural or corporate, private 11 or public, to receive Wastewater from such persons. The District covenants that it will provide Round Rock with copies of all such written contracts and will, if requested by Round Rock, furnish Round Rock with a list of all customers other than retail, residential customers. Initially, within thirty (30) days after execution of this Agreement, and thereafter for each calendar year the tenure hereof, the District will send to Round Rock by January 15 of each year an annual report containing the following data about the District's customers that the System ultimately serves: (1) actual number of connections as of the end of the calendar year; (2) number of new wastewater connections made in the previous calendar year; (3) classification, by number and percentage, of accounts according to the following: (i) residential; (ii) multi -family; (iii) business/commercial; and (iv) other; and (4) if business or commercial connections, a copy of any District industrial waste discharge permit issued to such premises. (b) Round Rock shall have the right to enter into or amend agreements with other persons, including, without limitation, entering into agreements with other customers or amendments of the Master Contract, so long as such agreements or amendments do not prevent Round Rock from meeting its obligations to provide service to the District from the System in accordance with this Agreement and do not result in alienation of Reserved Capacity necessary to meet the District's needs. Under no circumstances may Round Rock enter into such agreements that would require the use of Wastewater facilities owned or operated by the District without the District's prior written consent. (c) The District hereby releases any right or claim to the District Surplus Capacity, and further agrees as follows with respect thereto: (i) as of the Effective Date, Round Rock shall be the owner of the District Surplus Capacity; and (ii) Round Rock shall be entitled to all consideration that may be received from Leander (or any third party) in connection with the District Surplus Capacity, and the District shall have no right to any portion of such consideration. Round Rock agrees that from and after the Effective Date, the District Capital Charges shall not include any costs associated with the District Surplus Capacity, and Round Rock shall not seek to recover, either directly or indirectly, any costs associated with the District Surplus Capacity from the District. Section 6.08. NON -INFRINGEMENT. Notwithstanding anything in Section 6.07, the District agrees that it will not provide or enter into an agreement to provide Wastewater service directly or indirectly outside of its service area unless Round Rock and the City in whose service area the service is to be provided consents. For purposes of this Section, the District's service area shall mean the area presently served by the District as shown in Exhibit H. Section 6.09. ANNUAL REPORT OF SYSTEM AND AUDITS. Round Rock shall cause to be prepared an annual report of the System each year. Such report shall contain such matters and information as may be considered necessary and useful by Round Rock. A copy of the annual report and Round Rock's annual audit, accompanying management letters and a list of costs assigned to the District shall be promptly provided to the District. 12 Section 6.10. NO ADDITIONAL WAIVER IMPLIED. No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto of any term, covenant, conditions, or liability hereunder, or of performance by the other parties of any duty or obligation hereunder, shall be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, under any circumstances. Section 6.11. ADDRESSES AND NOTICE. Unless otherwise provided, in this Agreement, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made or accepted by any party to the others must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by telecopier, when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of four (4) days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purpose of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: If to Round Rock, to: City Manager City of Round Rock 221 E. Main St. Round Rock, Texas 78664 with a copy to: Stephan L. Sheets Sheets & Crossfield 309 E. Main St. Round Rock, Texas 78664 If to the District, to: General Manager Brushy Creek Municipal Utility District 901 Great Oaks Drive Round Rock, Texas 78681 Fax No. (512) 255-0332 with a copy to: Anthony S. Corbett Freeman & Corbett 8500 Bluffstone Cove, Ste. B-1041 Austin, Texas 78759 Fax (512) 453-0865 The parties shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days written notice to the other parties. 13 Section 6.12. MODIFICATION. This Agreement may not be changed or modified without the mutual consent of the governing bodies of each of the parties hereto, which consent shall not be unreasonably withheld or delayed. Section 6.13. ASSIGNABILITY; SUCCESSORS IN INTEREST. This Agreement shall not be assignable by any party without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed. Upon assignment of this Agreement by the District, or upon dissolution of the District by operation of law as a result of annexation of the entire District by a municipality, the rights and obligations of the District under this Agreement shall be binding upon, and inure to the benefit of, the District's assignee or successor in interest. Section 6.14. SEVERABILITY. The provisions of this Agreement are severable, and if any provision or part of this Agreement or the application thereof to any person or circumstance shall ever be held by any of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected thereby. Section 6.15. MERGER. Other than the other contracts mentioned herein, this Agreement constitutes the entire agreement between the parties relative to the subject matter thereof. Except as noted in the previous sentence, there have been and are no agreements, covenants, representations or warranties between the parties other than those expressly stated herein or expressly provided for herein. Section 6.16. VENUE. Venue for any action arising hereunder will be in Williamson County, Texas. Section 6.17. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto, any rights, benefits, or remedies under or by reason of this Agreement. Section 6.18 REUSE OF TREATED EFFLUENT FROM SYSTEM. (a) Nothing contained herein shall be construed as the District relinquishing its reuse rights, if any, to Wastewater Effluent attributable to the Wastewater flows of the District that are delivered to the System. City agrees that it will not in any way seek to reuse the Wastewater Effluent attributable to the District's flows without the express written consent of District. ARTICLE VII NEGOTIATION AND ARBITRATION OF DISPUTES Section 7.01. AGREEMENT REGARDING REMEDIES. The parties agree that their respective obligations under this Agreement are unique and recognize that Round Rock may be issuing its bonds to acquire, construct, expand, improve or replace the System and may pledge the revenues from this Agreement to secure payment of principal of, premium, if any, and interest on the bonds. The failure by any party to perform its obligations under this Agreement would not be capable of being appropriately remedied by award of damages to any other affected party to this Agreement and in any event, such damages would be difficult, if not impossible, to determine because of the unique nature of the parties' obligations to each other hereunder. Further, the parties agree that the remedy of termination of this Agreement by any party is inappropriate and 14 not in the public interest. Therefore, the parties agree that they shall be entitled, and limited, to the remedies of specific performance, mandamus and injunction in the event of any breach of any obligation by any party under this Agreement. The parties hereby waive any requirement that they be required to provide any bond or other surety in order to obtain any of the agreed upon remedies. The parties also agree that attorney's fees and court costs incurred by any party prevailing in any legal action to enforce this Agreement or collect or defend any amounts owed or claimed as owed shall be paid by the non -prevailing party. Section 7.02. AGREEMENT TO NEGOTIATE FIRST TO RESOLVE ISSUES. The parties agree to attempt first to resolve disputes concerning this Agreement amicably by promptly entering into negotiations in good faith. The parties agree that they will not refer any dispute to another dispute resolution procedure including arbitration or litigation until they have first made reasonable and good faith efforts to settle their differences by joint negotiations conducted in a timely manner. Section 7.03. ELECTION OF REMEDIES. If any dispute cannot be resolved through good faith negotiation, then the parties may resolve the dispute by binding arbitration as provided herein. An election to arbitrate any dispute by either party shall be binding, and shall preclude the same dispute from being resolved by judicial or administrative proceeding (except to the extent required to enforce the arbitrator's decision). Section 7.04. PRESENTATION OF WRITTEN CLAIM REGARDING DISPUTES NOT RESOLVED BY NEGOTIATION. In the event that a dispute is not resolved as a result of such negotiations, either party may at any time give formal written notice to the other of a "claim." A "claim" as used herein means a demand or assertion by one of the parties (the "claimant") seeking, as a matter of right, adjustment or interpretation of contract terms, the payment of money, an extension of time for performance or other relief with respect to the terms of this Agreement or any other dispute or matter in question among the parties arising out of or related to this Agreement. By way of example and without limitation, a claim may relate to the calculation of charges, the allocation of costs, the reasonableness of costs, compliance with this Agreement, and calculation or allocation of flows within the System. Such notice shall be in writing, and shall specify whether the forum for resolution of the dispute shall be judicial, administrative, or binding arbitration. If a party elects to resolve a claim by binding arbitration, the dispute resolution procedure provided for below shall immediately enter into effect. Section 7.05. PERFORMANCE DURING ARBITRATION. The claimant shall continue with performance under this Agreement pending arbitration of the dispute. Section 7.06. APPOINTMENT OF ARBITRATOR. Promptly following the making of a written claim by any party, the parties will consult with one another to agree on the appointment of an arbitrator acceptable to all parties. The arbitrator shall have experience in matters of the kind giving rise to the claim. If within five (5) business days the parties are unable to agree on the appointment of an arbitrator, then any party may request the appointment of an arbitrator by the Center for Public Policy Dispute Resolution at the University of Texas at Austin School of Law. The parties shall endeavor to secure such appointment from the Center for Public Policy Dispute Resolution within ten (10) business days after the request for same is made. The parties agree to utilize the arbitrator appointed by the Center unless they ultimately reach agreement on an alternative selection and give notice to the Center that another selection has been made by agreement. 15 Section 7.07. RULES FOR BINDING ARBITRATION. The parties agree to the following stipulations concerning the conduct of the arbitration: interest. (a) The arbitrator shall be impartial among the parties and shall have no conflict of (b) The arbitrator shall not have any past, present or anticipated financial interest in the Agreement or the System except for the payment for services as arbitrator nor shall the arbitrator have been previously employed or acted as a consultant, attorney, employee, engineer, architect, contractor or subcontractor of any party nor have any present or anticipated future engagement of kind described. Before the engagement of the arbitrator is finalized, the arbitrator shall provide to the parties a disclosure statement containing a resume of experience, a description of past, present or anticipated future relationships to the System and the parties, their engineers, contractors, subcontractors, attorneys, architects, or consultants. (c) The arbitration shall be held at a time and location mutually agreeable to the parties and the arbitrator provided, however, that the arbitration shall commence no later than fifteen (15) business days following the confirmation of appointment. (d) At least five (5) business days prior to the arbitration, the claimant shall submit to the parties and the arbitrator a statement of the claimant's position, the issues that need to be resolved and a summary of the arguments supporting the claimant's position. At least two (2) business days prior to the arbitration, the responding parties shall submit their written response to the claimant's statement and provide a summary of their arguments in response. (e) If the parties agree that independent expert or technical advice would be helpful in facilitating a negotiated resolution of the dispute, the arbitrator may make arrangements to obtain such advice, and may, with the agreement of the parties, make arrangements for an independent expert to render a non-binding advisory opinion with respect to any technical matters in dispute after hearing the contentions of the parties with respect thereto. The expenses of obtaining such independent advice or advisory opinion shall be borne equally by the parties. (f) No party shall engage in any private interview, discussion or argument with the arbitrator concerning the subject matter of the arbitration. (g) The fees of the arbitrator and any other costs of administering the arbitration shall be borne equally by the parties unless otherwise agreed among them in writing. (h) The arbitrator may promote settlement in any manner the arbitrator believes appropriate at one or several arbitration sessions as agreed to by the parties. The arbitration shall continue only so long as desired by the parties and with the consent of all of them. (i) Arbitration sessions shall be private unless otherwise required by law. Persons other than the representatives of the parties may attend arbitration sessions only with the permission of all parties and the consent of the arbitrator. (j) All communications made in the course of the arbitration process including any advice or advisory opinions rendered shall be confidential in accordance with V.T.C.A. Civil Practice and Remedies Code, Section 154.073. (k) The arbitrator's decision shall be final and binding upon the parties. 16 Section 7.08. EXCEPTION. Notwithstanding the foregoing provisions of Sections 7.02- 7.07, the parties agree that those provisions shall not be applicable in emergency situations. Section 7.09 WAIVER OF SOVEREIGN IMMUNITY. The Parties acknowledge and agree that this Agreement is a written contract stating the essential terms of an agreement for providing goods and services to the District, and that the City intends to waive its sovereign immunity to suit for the sole purpose of adjudicating a claim for breach of this Agreement, subject to the terms and conditions of Subchapter I of Chapter 271 of the Texas Local Government Code or any other applicable statute. Section 7.10 ATTORNEYS' FEES. Pursuant to § 271.159 of the Texas Local Government Code, the prevailing party in a claim arising out of or to enforce this Agreement shall be entitled to recover from the other party its reasonable and necessary attorneys' fees. This provision specifically applies to but is not limited to judgments awarding damages, court orders compelling performance, and arbitrator decisions pursuant to Section 7.07 herein. Section 7.11 DELEGATION OF AUTHORITY. The Parties agree that the dispute resolution procedures set forth herein are not intended to unlawfully delegate the ratemaking or other legislative authority of any party to this Agreement. Instead, the purpose of the dispute resolution provisions is to provide each party an opportunity to appeal to an independent third party for a determination as to whether the non -appealing party has acted in accordance with the terms and conditions of this Agreement. In the event of binding arbitration, it is the parties' mutual intent that such arbitration determine whether the parties have acted in accordance with the terms of this Agreement, and not to delegate the performance of any duties hereunder to such arbitrator. Each party agrees to take such actions as soon as practicable to comply with the arbitrator's decision. ARTICLE VIII EFFECTIVE DATE AND TERM OF AGREEMENT Section 8.01. EFFECTIVE DATE. This Agreement shall become effective upon execution by Round Rock and the District. This Agreement shall constitute the sole and only contract between the District and Round Rock regarding Wastewater disposal services and the District hereby recognizes and affirms its responsibility to make the payments required hereunder. Section 8.02. TERM OF AGREEMENT. This Agreement shall continue in force and effect from the effective date hereof until December 31, 2050. 17 (SIGNATURE PAGES) 18 EXHIBIT A Round Rock Debt to serve the District 19 EXHIBIT B District Contractual Flows 20 EXHIBIT C District Surplus Capacity 21 EXHIBIT D Phases I and II of the System 22 EXHIBIT E Point(s) of Entry into the System 23 EXHIBIT F Winter Averaging Methodology 24 EXHIBIT G List of Inadmissible Wastes 25 EXHIBIT II District Service Area 26 DATE: October 15, 2009 SUBJECT: City Council Meeting — October 22, 2009 ITEM: 11E4. Consider a resolution authorizing the Mayor to execute a Wastewater Service Agreement with Brushy Creek Municipal Utility District. Department: Staff Person: Justification: Water /Wastewater Utilities Michael Thane, P.E., Director of Utilities The Cities of Austin, Cedar Park, and Round Rock are in the process of purchasing the Brushy Creek Regional Wastewater System (BCRWWS) from the Lower Colorado River Authority (LCRA). In addition to the three Cities owning capacity in the system, there are also two Municipal Utility Districts (MUD), Brushy Creek MUD and Fern Bluff MUD, who own capacity in the system and are currently sub -regional customers to the LCRA. Upon sale of the system, the LCRA will no longer having an interest in the BCRWWS; therefore, this service agreement outlines the terms in which the two MUDs will become sub - regional customers of the City of Round Rock. Round Rock agrees to utilize the BCRWWS to provide wastewater treatment and disposal needs of the MUDs in a quantity not to exceed their Contractual Flows. Funding: Cost: N/A Source of funds: N/A Outside Resources: Lower Colorado River Authority Background Information: The Cities, LCRA, and Brazos River Authority (BRA) entered into a Wastewater Disposal Contract in October 2000 for the design, acquisition, financing, and construction of wastewater interceptors and treatment facilities, and for BRA to conduct day-to-day operations of the BCRWWS. Over the past two years, the Cities have been in negotiations with the LCRA on the transfer of the BCRWWS back to the Cities. On June 3, 2009, the LCRA and the Cities of Round Rock and Cedar Park entered into a Memorandum of Understanding (MOU) that outlined the steps in order for the Cities to purchase the BCRWWS from the LCRA. Under the MOU, the parties entered into a Purchase Agreement on September 10, 2009. The MOU states that the closing of the purchase of the System by the Cities shall occur on or before December 8, 2009. At closing, the LCRA shall transfer the BCRWWS to the Cities and the Cities agree to fully release and discharge LCRA from any further obligations or liability related to the BCRWWS. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS WASTEWATER SERVICE AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND BRUSHY CREEK MUNICIPAL UTILITY DISTRICT This Wastewater Service Agreement ("Agreement") is entered into by and between the City of Round Rock ("Round Rock") and Brushy Creek Municipal Utility District (the "District"). RECITALS WHEREAS, Round Rock, the City of Austin, and the City of Cedar Park (collectively, the "Cities") have entered into a contract with the Lower Colorado River Authority ("LCRA") to purchase from LCRA certain wastewater collection, treatment and disposal facilities known as the Brushy Creek Regional Wastewater System (the "System"); WHEREAS, the District is currently a party to that certain "Subregional Wastewater Disposal Contract" dated October 1, 2000 with LCRA and the Brazos River Authority ("BRA") providing for the collection, treatment and disposal of the District's wastewater flows by LCRA utilizing the System; WHEREAS, in connection with the pending acquisition of the System by the Cities, Round Rock proposes to provide wholesale wastewater treatment and disposal services to the District; and WHEREAS, the District and Round Rock desire to enter into this Agreement in order to set forth the terms and conditions pursuant to which Round Rock shall provide wastewater collection, treatment and disposal services to the District. NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual promises and agreements of the parties contained in this Agreement, the sufficiency of which is hereby acknowledged, Round Rock and the District agree as follows: AGREEMENT I. DEFINITIONS Certain of the capitalized terms and expressions used in this Agreement, unless the context clearly shows otherwise, shall have the following meanings: 1.01 "Agreement" means this Wholesale Wastewater Service Agreement. 1.02 "Annual Operation and Maintenance Expense Requirement" means the annual amount budgeted for all Operation and Maintenance Expenses associated with the System during any fiscal year. 1.03 "Cities" mean the cities of Austin, Cedar Park, and Round Rock. The term "Cities" shall also be deemed to include any other municipality or entity that acquires an ownership interest in the System. 1.04 "District" means the Brushy Creek Municipal Utility District. 1.05 "Commission" or "TCEQ" means the Texas Commission on Environmental Quality. 1.06 "District Administrative Charge" means $750.00 I$500.00 for Fern Bluff], per month, to be paid by the District to Round Rock as compensation for all administrative and overhead costs and expenses of Round Rock for providing service to the District. This sum will increase on each anniversary date of this Agreement by three percent (3%), compounded annually. 1.07 "District Capital Charge" means the portion of Round Rock's debt necessary to serve the District as established per Exhibit A. (The Parties agree that amounts shown on Exhibit A are estimates at the time of the execution of this Agreement. Therefore, Exhibit A will be amended when, in accordance with the terms of the Purchase Agreement, LCRA provides Round Rock with the final amount of LCRA Debt outstanding on December 4, 2009. Exhibit A will also be amended to reflect the True Interest Cost (TIC) when the bonds issued by Round Rock to purchase the System from LCRA are priced and issued; provided, however, that the TIC allocated to the District for purposes of Exhibit A shall not exceed 4.75 percent.) Should the City refinance its debt and achieve a net present value savings to the District after consideration of all costs and expenses of issuance, Exhibit A shall be amended to reflect such savings to the District. Round Rock may refinance its debt without any net present value savings to the District, in which event the District Capital Charge shall remain unchanged. 1.08 "District Contractual Flows" means the maximum amount of Wastewater, based upon a 30 -day average flow, that is permitted to be discharged by the District into the Point(s) of Entry for the System, as set forth in Exhibit B. 1.09 "District Flow Charge" means the amount paid each month by the District for those Operation and Maintenance Expenses of the System for which the District is responsible under this Agreement, and which are not paid through the District Capital Charge, the Required Improvements Charge, or the District Administrative Charge. 1.10 "District Surplus Capacity" means that portion of the surplus capacity in the System previously financed by the District and constructed for the potential participation in the System by the City of Leander or another third party, which is identified in Exhibit I attached hereto. 1.11 "EPA" means the Environmental Protection Agency. 1.12 "Expansion" means any improvement project that increases or enlarges the System or a System Component to provide additional capacity or service capability. 1.13 "Fern Bluff MUD" means Fern Bluff Municipal Utility District. 1.14 "Fiscal Year" means the twelve (12) month period beginning October 1 of each year. 2 1.16 "Master Contract" means any one or more agreements entered into by the Cities that relates to, or provides for, the ownership, operation, management, repair, replacement and financing of the System. 1.17 "Operation and Maintenance Expense" means all direct and indirect costs of operation, maintenance, repair, rehabilitation, replacement and decommissioning of the System, save and except: (i) depreciation costs, (ii) any of the costs or expenses identified in Section 6.02; and (iii) costs or expenses that are paid through the District Capital Charge. 1.18 "Party" or "Parties" means the District and Round Rock. 1.19 "Phase I and II of the System" means those components of the System more particularly described on Exhibit G attached hereto. 1.20 "Point of Delivery" means each point of delivery at which Round Rock shall receive Wastewater from the District as more particularly described in Exhibit C. 1.21 "Purchase Agreement" means that certain "Purchase Agreement for the Brushy Creek Regional Wastewater System" entered into by LCRA and the Cities dated September 10, 2009, a copy of which is attached hereto as Exhibit L 1.22 "Required Improvement" means each Expansion, repair, improvement, replacement, or modification of the System or a System Component as may be necessary for compliance with applicable regulatory requirements, or as may be necessary for the proper and most efficient operation of the System or System Component that is not financed through the District Capital Charge. 1.23 "Required Improvements Budget" means that portion of the Annual Operation and Maintenance Expense Requirement to be funded through the Required Improvements Charge. 1.24 "Required Improvements Charge" shall mean the charge that may be levied by Round Rock for payment of the costs of Required Improvements, as more particularly described in Section 6.09. 1.25 "Reserved Capacity" means the capacities of each of System Components allocated to, and reserved for, the District, as identified on Exhibit F attached hereto. In the event of an Expansion, Round Rock shall revise Exhibit F to reflect the District's revised capacity in each of the System Components that is the subject of the Expansion. 1.26 "Round Rock" means the City of Round Rock, Texas. 1.27 "Shall", when used in this Agreement, shall be construed as mandatory. 1.28 "Significant Industrial User" has the meaning set forth at 40 CFR §403.3(t). 1.29 "Subregional Agreement" means that certain "Subregional Wastewater Disposal Contract" dated October 1, 2000 between the District, LCRA and BRA providing for the collection, treatment and disposal of the District's wastewater flows by LCRA utilizing the System. 3 1.30 "System" means the Brushy Creek Regional Wastewater System. 1.31 "System Component" means a specified facility comprising part of the System and listed as a System Component in Exhibit G attached hereto. 1.32 `Wastewater" means liquid and water -carried waste discharged from sanitary conveniences of dwellings, business buildings, institutions and the like including garbage which has been shredded to such degree that all particles will be carried fieely under flow conditions normally prevailing in public sewers, within no particle greater than one-half inch in any dimension and the liquid wastes from industrial processes, and includes any infiltration water that has migrated from the ground into the System. II. STATEMENT OF INTENT 2.01 GENERAL. The purpose of this Agreement is to provide for the collection, transportation, treatment and disposal of all Wastewater generated within the District by Round Rock. 2.02 CONDITION PRECEDENT. A condition precedent to the performance of the Parties' obligations under this Agreement is the termination of the Subregional Agreement. III. DESIGN, ACQUISITION, CONSTRUCTION, OPERATION AND MAINTENANCE OF SYSTEM 3.01 WHOLESALE WASTEWATER SERVICE. Round Rock will receive, transport, treat, and dispose of all Wastewater delivered by the District. Round Rock, in cooperation with the other Cities, will operate, manage, maintain design, acquire, construct, expand, extend, enlarge, improve and repair the System as required to meet its obligations under this Agreement. 3.02 EXPANSIONS AND IMPROVEMENTS TO SYSTEM. The Parties agree that no Expansions to the System are required to meet the service needs of the District to the extent of the District Contractual Flows. Round Rock, in cooperation with the other Cities, shall construct Expansions to the System as requested by the District to meet the service needs of the District in excess of the District Contractual Flows. Round Rock may also, without the consent of the District, construct Required Improvements to the System or a System Component in accordance with the terms and conditions of this Agreement. 3.03 OPERATIONS COMMITTEE. The District may appoint one non-voting representative to the "Operations Committee," or any other committee formed by the Cities related to the ownership, operation, maintenance, expansion of the System, and such representative may attend all such meetings and provide input regarding the matters discussed. Round Rock agrees to provide reasonable prior notice to the District of all meetings of the committee(s). Round Rock shall endeavor in good faith to provide such notice by electronic mail or otherwise in writing, but shall be under not contractual obligation to do so. IV. 4 DISTRICT AND CITY RESPONSIBILITIES 4.01 SOLE SOURCE REQUIREMENT. The District agrees to obtain all of its Wastewater treatment and disposal needs from Round Rock for so long as Round Rock provides service to the District in accordance with the terms of this Agreement. 4.02 DISTRICT INTERESTS. In connection with the ownership, operation, management, maintenance, repair, financing and expansion of the System and exercise of the duties and rights provided in this Agreement, Round Rock will not undertake or forego any actions, formally or informally (including its right to vote or make decisions relating to the System), that would be preferential to Round Rock and its retail customers or the Cities relative to the interests of the District and its retail customers. The foregoing provision shall not be construed to prevent the costs of an Expansion or Required Improvement from being paid only by those customers or entities with capacity in the System Components that are subject to the Expansion or Required Improvement. Neither this Agreement in general, nor the foregoing provision in particular, shall ever be construed to create a fiduciary relationship between Round Rock and the District, nor to inhibit in any way the complete flexibility and discretion of Round Rock to set its rates and fees to its retail customers at it deems best. V. RESERVED CAPACITY AND DISCHARGE OF WASTEWATER 5.01 DISCHARGE QUANTITIES. The District shall have the right to discharge Wastewater into the Point(s) of Entry for the System to the extent described in Exhibit B. It shall be the sole responsibility of the District to convey its Wastewater to the designated Point(s) of Entry. 5.02 RATE AND QUANTITY AT POINT(S) OF ENTRY. The rate and quantity of Wastewater discharged into the System at the designated Point(s) of Entry by the District shall be determined by "winter averaging" in accordance with the methodology attached hereto as Exhibit H. The same methodology shall be utilized for purposes of calculating the flows of each of the Cities. The District shall not discharge Wastewater into the System at such Point(s) of Entry at a rate exceeding the quantities set forth in Exhibit B. 5.03 DISCHARGE QUALITY. The District shall discharge Wastewater into the System meeting the requirements of quality as set forth in this Article and not containing wastes identified in the List of Inadmissible Wastes attached as Exhibit D of this Agreement. (a) General Requirements. In order to properly treat and dispose of the District's Wastewater, to protect the public health, and to permit cooperation with other agencies which have requirements for the protection of the physical, chemical, and bacteriological quality of public water and watercourses, the District agrees to prohibit discharges into its own collection system at unauthorized points of entry or at rates of flow or of quality not herein specified as admissible. (b) Admissible Wastes. Discharges into the System by the District shall consist only of waste which the System is designed to treat and process: (i) so that the effluent and sludge from the System meets the legal standards of the EPA, the Commission or any governmental body having legal authority to set standards for such effluents; 5 (ii) without causing damage to the System which would result in increased maintenance costs; (iii) without causing excessive treatment costs; and (iv) which meets the requirements of the EPA Pretreatment Regulations, 40 CFR Part 403, Round Rock's applicable rules and the EPA -approved pretreatment program for the System. (c) Inadmissible Wastes. A List of Inadmissible Wastes is attached hereto as Exhibit D. EPA and the Commission periodically modify standards on prohibited discharges; therefore, revisions to, additions to or deletions from the items listed in this Section will become necessary to comply with these latest standards. It is the intention of this Agreement that prohibited discharge requirements be reviewed periodically by the Cities and that Exhibit D be revised by the Cities in accordance with the latest standards of EPA, the Commission or federal or state agency having regulatory authority over the discharges made to the System. Exhibit D may also be revised on the basis of changes in the treatment process or the general character of Wastewater received at the treatment plant from the District or indicated in the monitoring data related to the District's discharges collected pursuant to the System pretreatment program. Any required revisions shall be made by the Cities only after notice and opportunity to comment has been provided to the District and shall become effective upon written notice thereof being given to the District. The District shall be responsible for integrating such changes into its local sewer use regulations and notifying all affected users of the change. 5.04 REGULATIONS. Discharges to the System shall be governed by the requirements set forth in the EPA pretreatment regulations, Commission pretreatment regulations, the List of Inadmissible Wastes, the System pretreatment program and District's respective sewer use ordinances or regulations. Periodically, the Cities will promulgate a new List of Inadmissible Wastes, Exhibit D of this Agreement, in response to changes in federal or state requirements, changes in the treatment process, or the general character of the Wastewater received at the treatment works, as described in Section 4.04(c) above. The List of Inadmissible Wastes will contain pollutant allocations to the District. The District is responsible for developing specific local limits from the pollutant allocations and enforcing these limits through the District's regulations and sewer use permits. Notwithstanding any provision in this Agreement or Master Agreement to the contrary, the District is subject to the same quality requirements that apply to the Cities. 5.05 INDUSTRIAL WASTES. The District agrees to implement and enforce the System pretreatment program for all areas receiving sanitary sewer service from the District. The District also covenants that it will have in effect and will enforce sewer use regulations in accordance with EPA and Commission regulations or regulations of other governmental agencies having lawful jurisdiction to set standards for waste discharges. Furthermore, the District shall, at any reasonable time upon request by Round Rock, produce pretreatment program records for review. The District also agrees that no new Significant Industrial User shall be allowed to connect to the District's sewer system without prior notification being given by the District to Round Rock of the intent to connect. The District will provide Round Rock with a copy of the draft sewer use permit and permit application at the time such notification is given. MI Significant Industrial Users that are customers of the District will also be required to obtain a sewer use permit. 5.06 SYSTEM LIMITATIONS. Round Rock shall be obligated to receive into the System at the Point(s) of Entry only Wastewater meeting the quantity limits and quality requirements of this Article V. Since the capacity required for the District to discharge Wastewater up to the District Contractual Flows has previously been constructed and for so long as the District does not discharge Wastewater into the System in excess of the District Contractual Flows, the District shall not be responsible for, and shall not be allocated any costs or expenses associated with, the discharge by any other customer (including the Cities) of Wastewater in excess of (i) the amount which the System is capable of receiving, treating, and disposing, or (ii) a discharge made into the System by such other customer or the Cities which would cause it to be overloaded or be in violation of its permits from the State of Texas and/or the United States of America. 5.07 TITLE TO AND RESPONSIBILITY FOR TREATMENT AND DISPOSAL OF WASTEWATER. Title to and responsibility for the reception, transportation, delivery and disposal of all Wastewater discharged hereunder shall remain with the District to the Point(s) of Entry, and upon passing through the Point(s) of Entry, title to and responsibility for the Wastewater shall, except as provided in Section 7.18, pass to Round Rock, and Round Rock shall be responsible for the proper reception, transportation, treatment and disposal of all such Wastewater, meeting the applicable quality standards, received by it at the Point(s) of Entry. Responsibility for proper reception, transportation, treatment and disposal of Wastewater received by Round Rock at the Point(s) of Entry which does not meet the applicable quality standards shall remain with the District and any expenses incurred by Round Rock in receiving, transporting, treating and disposing of such non-compliant Wastewater shall be charged directly to the District by Round Rock, upon demonstrating that such Wastewater was delivered by the District. 5.08 UNIT OF MEASUREMENT. The unit of measurement for Wastewater delivered hereunder shall be one thousand (1,000) gallons, U.S. Standard Liquid Measure. VL CHARGES 6.01 AUTHORIZED CHARGES. The Parties agree that the District's payment obligation under this Agreement shall be limited to the following: (i) the District Capital Charge; (ii) the District Flow Charge; (iii) the District Administrative Charge; and (iv) the Required Improvements Charge. Each of the foregoing charges shall be calculated in accordance with the terms of this Agreement, and the District shall not be charged, directly or indirectly, any other costs or expenses relating to the System. 6.02 INELIGIBLE COSTS AND EXPENSES. (a) The following costs and expenses shall not be included within the District Capital Charge, the District Flow Charge, or the Required Improvements Charge, and the District may not be charged, and shall have no responsibility for payment of, the following costs and expenses either directly or indirectly: (i) Any administrative and overhead costs or expenses of Round Rock or the Cities beyond the District Administrative Charge; 7 (ii) Any design, engineering, inspection, construction or other costs related to the Expansion, rehabilitation, or improvement of the System or any System Component for which the District is not responsible for payment under this Agreement; (iii) Except as otherwise provided in this Agreement, any capital costs relating to any portion of the System other than Phase I and Phase II of the System. (iv) Any debt service costs associated with any capacity within the System or any System Component in excess of the District's Reserved Capacity; (v) Any costs or expenses relating to refinancing any System debt that does not result in a net present value cost savings to the District after taking into account all costs and expenses of issuance of the debt; (vi) Any operating, capital, or other fmancial reserves arising out of or related to the operation, financing, or management of the System; (vii) Any coverage costs arising out of or related to financing any portion of the System; (viii) Any portion of the costs referenced in Section 1.2(a), (c), and (d) of the Purchase Agreement constituting the "Purchase Price" paid by the Cities to LCRA for acquisition of the System; (ix) Any costs and expenses that are not also paid by any City or Cities that hold capacity in the System Component to which the cost or expense relates; and (x) Any other costs or expenses that do not qualify as Operation and Maintenance Expenses, save and except those capital costs included within the District Capital Charge. (b) If, within 12 months after adoption of the District Flow Charge, District Capital Charge, or Required Improvements Charge, the District asserts that any such charges include any costs or expenses that are ineligible under this Section 6.02, it may pursue relief by filing a protest within such 12 month period with the Round Rock City Council under the terms set forth under Section 6.03 and Section 6.04 below. If it is subsequently determined by agreement, administrative agency or court decision, or binding arbitration, that the disputed charge(s) includes an ineligible cost or expense as established by this Section, Round Rock shall promptly revise the charges in such manner to exclude such ineligible costs and expenses, and to provide credit for any prior payments made by the District for such ineligible costs and expenses. (c) As consideration for the transfer and conveyance of the District Surplus Capacity to Round Rock by the District, Round Rock agrees that it will not seek to recover from the District, directly or indirectly, any costs of the type identified in Section 1.2(a), (c), or (d) of the Purchase Agreement. 6.03 ESTABLISHING CHARGES. 8 (a) Initial Proposals. As soon as reasonably possible during the first partial Fiscal Year and not less than forty-five (45) days before commencement of each Fiscal Year thereafter while this Agreement is in effect, Round Rock shall furnish to the District copies of its annual estimates of costs and flows for the System, the Annual Operation and Maintenance Expense Requirement, the Flow Charge Requirement, the Required Improvements Budget, and the resulting estimates of District Capital Charge, Required Improvements Charges, and District Flow Charge projected to be incurred in the next ensuing Fiscal Year. Round Rock shall include such information as may be reasonably necessary for the District to confirm that the District Capital Charge, Required Improvements Charge, and District Flow Charge are calculated in accordance with the terms and conditions of this Agreement. (b) Approval of Charge if No Protest. If no protest or request for a hearing on such tentative proposed District Capital Charge, District Flow Charge, or Required Improvement Charge is presented within twenty-five (25) days after such filing of the proposed District Capital Charge, District Flow Charge, and Required Improvement Charge and supporting documentation, the proposed District Capital Charge, District Flow Charge., and Required Improvement Charge, when approved by Round Rock's City Council, shall be deemed to be in effect for all purposes for the next ensuing Fiscal Year. (c) Procedures for Protest of Charges. If a protest or request for a hearing is duly filed with respect to a charge established under this Section 6.03 or under Section 6.02, it shall be the duty of Round Rock to fix a date and time for a hearing on the proposed District Capital Charge, District Flow Charge, and/or Required Improvements Charge to be conducted in a manner to enable interested persons to communicate such information as they shall desire to present any such views as they shall desire to express to the Round Rock City Council. The party filing such protest and the District shall be advised in writing of the time and place of such hearing. After consideration of the information and comments produced at such hearing which shall be reduced to written findings by Round Rock within fifteen (15) days of such hearing, the Round Rock City Council may adopt the proposed District Capital Charge and/or District Flow Charge or make such amendments thereof as may seem proper. The written findings shall substantively address and respond to each issue raised in the protest or request for hearing. The proposed District Capital Charge and/or District Flow Charge thus approved by the City Council of Round Rock shall be deemed to be in effect for the next ensuing Fiscal Year. (d) The Parties agree that the District Capital Charge, the District Flow Charge, and the Required Improvements Charges shall be just and reasonable, and shall not be unreasonably preferential, prejudicial, or discriminatory. (e) As soon as reasonably possible during the first Fiscal Year, Round Rock will provide the District with a Flow Charge Requirement for the remaining portion of the first Fiscal Year. 6.04 DISPUTES. (a) The District shall retain such rights as it may possess under applicable law to seek administrative or judicial review of Round Rock's charges under this Agreement. If the District at any time disputes the amount to be paid by it under this Agreement, the District shall nevertheless promptly make the payment or payments determined by Round Rock and shall notify Round Rock in writing of the dispute. If it is subsequently determined by agreement, administrative agency or court decision, or binding arbitration, that such disputed payments made by the District should be changed, Round Rock shall promptly revise the charges in such manner 9 that the District will pay amounts which permit Round Rock to receive the entire amount of the District Capital Charge, District Flow Charge, and Required Improvements Charges permitted hereunder as the same may be modified by final effective order of an administrative agency or court of appropriate jurisdiction, or by binding arbitration. If the District Capital Charge, District Flow Charge, and Required Improvements Charges are redetermined as herein provided, Round Rock will promptly furnish the District with an updated schedule of monthly payments reflecting such redetermination, which shall include credit for any prior payments made by the District for costs or expenses that should not have been levied or collected. (b) In lieu of seeking judicial or administrative review, the District may submit any protest or dispute relating to the budget or the District Capital Charge, District Flow Charge, and/or Required Improvements Charges to binding arbitration in accordance with Article VIII below. Any such election must be made, and written notice thereof filed with Round Rock, within 30 days after receipt of the written findings of the Round Rock City Council. In the event the District prevails in any such appeal proceeding, the charges shall be recalculated within 30 days to reflect the ruling, and any prior overpayment by the District shall be credited immediately. 6.05 CHANGES FROM EMERGENCIES AND LEGAL ACTION. (a) Round Rock may adopt amendments to the District Capital Charge, District Flow Charge, and Required Improvements Charges by following a process similar to that provided above for the establishment of such matters initially if, during a Fiscal Year, the District Capital Charge, District Flow Charge, or Required Improvement Charge are changed due to: (i) unanticipated emergency capital expenses are experienced that are properly allocable to the District under this Agreement; or (ii) an adjustment is necessitated by regulatory requirement. (b) Any such amendments to the District Capital Charge, District Flow Charge, or Required Improvements Charge shall be subject to all terms, conditions, and limitations of this Agreement relating to initial establishment of the District Capital Charge, District Flow Charge, and Required Improvements Charges. 6.06 DISTRICT CAPITAL CHARGE; UNCONDITIONAL PAYMENT OBLIGATION. (a) General. On or before the fifteenth day of each month, the District shall pay its District Capital Charge. During the term of this Agreement, the District Capital Charge for the District to be paid each month shall be determined by allocating one -twelfth (1/12) of the total District Capital Charge for the Fiscal Year in the amount set forth in Exhibit A, which the District and Round Rock believe is a reasonable basis upon which to allocate said costs. (b) It is hereby agreed that upon the effective date of this Agreement, the District shall be unconditionally obligated to pay the District Capital Charge, District Flow Charge, District Administrative Charges, and Required Improvements Charges regardless of whether or not the District actually discharges Wastewater hereunder, whether due to Force Majeure or otherwise. The District agrees that its obligation to pay the District Capital Charge, District Flow Charge, District Administrative Charges, and Required Improvements Charges shall be absolute and unconditional, irrespective of any rights of set-off, diminution, abatement, recoupment or 10 counterclaim the District might otherwise have against Round Rock or any other person, and the District covenants not to seek and hereby waives, to the extent permitted by applicable law, the benefits of any rights which it may have at any time to any stay or extension of time for performance or to terminate, cancel or limit its liability to pay the District Capital Charge, District Flow Charge, District Administrative Charges, and Required Improvements Charges. Such additional agreement shall in all respects be consistent with the requirements of this Agreement regarding the payment of the District Capital Charge, District Flow Charge, District Administrative Charges, and Required Improvements Charges by the District. This provision shall not be construed to prevent the District from appealing the amount of the District Capital Charge, District Flow Charge, District Administrative Charges, and Required Improvements Charges in accordance with the dispute provisions of this Agreement. (c) The preceding paragraph shall not be construed to release Round Rock from the performance of any of its undertakings contained in this Agreement or, except to the extent provided in this section, prevent or restrict the District from asserting any rights which it may have against Round Rock or any other person under this Agreement or under any provision of law or prevent or restrict the District, at its own cost and expense, from prosecuting or defending any action or proceeding against or by third parties or taking any other action to secure or protect its rights under this Agreement. (d) In the event additional capital costs are incurred for an Expansion, for rehabilitation, or to improve the efficiency of the System or any System Component, the City of Round Rock will either pay cash or issue additional debt for such improvements. To the extent that the capital costs of such project are allocable to the District under this Agreement and the District elects to not pay for its share of the capital costs by cash, Exhibit A will be amended accordingly, such that the District's share of the additional capital costs of the project will be added to its debt, which will be based on the District's Reserved Capacity, relative to the total capacity, of the System Components being improved. In the event that Round Rock issues debt to finance the additional capital costs, Exhibit A will reflect the same interest rate as incurred by Round Rock. In the event that Round Rock pays for the costs by cash but the District elects not to do so, then Exhibit A shall reflect an interest rate as if such amounts had been borrowed at the then current market interest rate by a governmental entity similar to Round Rock and with a similar credit rating based on the Delphis Hanover Corporation's Range of Yield Curves' yield, or a comparable index if such yield does not exist. 6.07 DISTRICT FLOW CHARGE (a) Round Rock shall adopt, or cause the adoption, of the Annual Operation and Maintenance Expense Requirement, the Flow Charge Requirement, and the Required Improvements Budget each year, and furnish a copy thereof to the District, in accordance with Section 6.03 of this Agreement. (b) Except for the initial partial year of this Agreement, the District Flow Charge shall be equal to 1/12 of the amount calculated by multiplying the flows of Wastewater from the District's collector system into the System during the twelve (12) month period ending on April 30 preceding the beginning of the fiscal year for which the calculation is being made, expressed in thousands of gallons, by the quotient obtained by dividing the Flow Charge Requirement for the period for which the calculation is being made, expressed in dollars, by the total flows into the System, also expressed in thousands of gallons, during the twelve (12) months period ending on such April 30. For the purposes of this paragraph, the District's flows will be determined in accordance with the methodology set forth in Section 5.02. 11 (c) For the initial partial year of this Agreement, the District Flow Charge shall be equal to the fraction obtained by dividing 1 by the number of complete months in the remainder of the fiscal year in which this Agreement is executed multiplied by the quotient obtained by dividing the Flow Charge Requirement for the same number of months, expressed in dollars, by the total estimated flows into the System, expressed in thousands of gallons, during the same monthly period. For the purposes of this paragraph, the District's flows will be determined in accordance with the methodology set forth in Section 5.02. (d) The Parties further agree as follows with respect to the District Flow Charge: (i) The District will not be allocated any costs or expenses in the Flow Charge Requirement that are not also charged to, and paid by, Fern Bluff MUD and the Cities. (ii) Fern Bluff MUD and each of the Cities will pay for the Flow Charge Requirement through the payment of a unit charge per 1,000 gallons of Wastewater contributed to the System during the same accounting period for which the District Flow Charge is calculated, such that the District and each of the Cities will pay the same cost per 1,000 gallons of Wastewater to contribute to that portion of the Annual Operation and Maintenance Expense Requirement allocated to the Flow Charge Requirement. (iii) In the event that the Cities' payment for the Flow Charge Requirement are adjusted based on actual calculated flows or actual Operation and Maintenance Expenses, then Round Rock shall report to the District the difference, if any, between the amounts collected from the District and the actual District Flow Charge. The difference, if any, shall be applied as an adjustment in calculating the District Flow Charge for the fiscal year immediately following the fiscal year in which the actual District Flow Charge are known; provided, however, that the District shall not be allocated any Ineligible Costs and Expenses. (iv) The Flow Charge shall not recover any costs or expenses associated with Required Improvements, it being understood that such costs and expenses shall be recovered through the Required Improvement Charge or Capital Charge. 6.08 DISTRICT ADMINISTRATIVE CHARGE. Each month, the District shall be required to pay the District Administiative Charge. 6.09 REQUIRED IMPROVEMENTS CHARGES. (a) In the event of any Required Improvement to the System for which the District is responsible for payment under this Agreement and the costs of which are not otherwise paid through the Capital Charge, then the District shall provide payment of the Required Improvements Charge within 30 days of a receipt of an invoice for payment. Any budgeted Required Improvement shall be included within the Required Improvements Budget. Any invoice for payment of a Required Improvements Charge shall include a description of the Required Improvement, the total cost of the Required Improvement, and the costs associated therewith allocated to the District and to each of the Cities. In connection with the Required Improvements Charge, Round Rock agrees as follows: 12 (i) Round Rock shall provide in writing to the District as much advance notice as is reasonably practicable of any Required Improvement that is not included within the Required Improvements Budget; (ii) The amount of the Required Improvements Charge shall be based on the District's Reserved Capacity in the System Component that is the subject to the Required Improvement relative to the total capacity of such System Component; (iii) The remaining costs of the Required Improvement shall be allocated to each of the Cities and to Fem Bluff MUD according to their respective Reserved Capacities, if any, in the System Component that is the subject of the Required Improvement; (iv) Except in the case of emergencies, any Required Improvements Charge shall not exceed $100,000.00 per Required Improvement without the District's prior consent. In the event that additional capital costs are incurred by Round Rock for any Required Improvement, the City of Round Rock will either pay cash or issue additional debt for such costs. To the extent that the capital costs of such project are allocable to the District under this Agreement and the District elects to not pay for its share of the capital costs by cash, Exhibit A will be amended accordingly, such that the District's share of the costs of the Required Improvement will be added to its debt, which will be based on the District's Reserved Capacity, relative to the total capacity, of the System Components being improved. In the event that Round Rock issues debt to finance the costs of the Required Improvement, Exhibit A will reflect the same interest rate as incurred by Round Rock. In the event that Round Rock pays for the costs by cash but the District elects not to do so, then Exhibit A shall reflect an interest rate as if such amounts had been borrowed at the then current market interest rate by a governmental entity similar to Round Rock and with a similar credit rating based on the Delphis Hanover Corporation's Range of Yield Curves' yield, or a comparable index if such yield does not exist. (v) The same methodology shall be utilized to recover the costs of Required Improvements from the Cities, such that any of the Cities that hold capacity in the System Component undergoing the Required Improvement shall be invoiced and required to pay its share of such costs for the Required Improvement in a lump sum payment, under the same terms and conditions as the District; and (vi) Round Rock shall not charge the District in a Required Improvement Charge any costs or expenses for which the District is not responsible for payment under the terms of this Agreement. (b) In the event that the operator of the System or any other entity pays the costs of any Required Improvements during a Fiscal Year and recovers the costs thereof from one or more of the Cities during the subsequent Fiscal Year in one or more payments, then Round Rock agrees that the District shall have the same right to pay its pro rata share of the costs of a Required Improvement during such next Fiscal Year under the same terms and conditions as the City or Cities responsible for payment of such costs. 6.10 COSTS OF EXPANSIONS AND OTHER IMPROVEMENT PROJECTS. 13 (a) The District shall not be allocated any costs of any Expansion of the System unless all or a portion of the Expansion is constructed at the District's request to meet the District's needs. Except in the event of emergencies, for any proposed Expansion for which the District will be allocated costs under this Agreement, Round Rock agrees to provide to the District not less than 120 days prior written notice, along with information regarding the necessity and purpose thereof, the projected costs thereof, the allocation of costs associated therewith between the District and each of the Cities (as applicable), and the revised percentage capacities of the Cities and the District in the System Component(s) subject to the Expansion. Round Rock shall provide an opportunity to the District to fund its pro rata share of each Expansion through cash rather than amendment of the Capital Charge. (b) In the event additional capital costs are incurred to improve the efficiency of the System or of any System Component utilized for service to the District, the City of Round Rock reserves the right to issue additional debt for such improvements on behalf of the District. Exhibit A will be amended accordingly, such that the District's share of the additional debt will be based on the District's Reserved Capacity, relative to the total capacity, of the System Components being improved. Round Rock agrees to provide not less than 120 days prior written notice of any such proposed improvement, along with a sealed independent engineering report addressing the projected costs thereof, the benefits and projected cost savings of the improvement, and the allocation of costs associated with the improvement between the District and each of the Cities. Round Rock shall provide an opportunity to the District to fund its pro rata share of such improvements through cash rather than amendment of the Capital Charge. (c) hi the event additional capital costs are incurred due to rehabilitation of the System or any System Component that serves the District, Round Rock reserves the right to issue additional debt for such improvements on behalf of the District. Exhibit A will be amended accordingly, such that the District's share of the additional debt will be based on the District's Reserved Capacity, relative to the total capacity, of the System Component(s) being rehabilitated. Except in the event of emergencies, Round Rock agrees to provide not less than 180 days prior written notice of any such proposed rehabilitation project, along with information regarding the necessity thereof, the projected costs thereof and the allocation of costs associated therewith between the District and each of the Cities. Any such notice must include a sealed engineering report from an independent engineering firm recommending the proposed rehabilitation project and specifying the allocation of costs between the District and each of the Cities. Round Rock shall provide an opportunity to the District to fund its pro rata share of each rehabilitation project through cash rather than amendment of the Capital Charge. (d) In the event any rehabilitation or efficiency improvement project also includes an Expansion, then the sealed engineering report furnished to the District will specifically address and make a recommendation regarding the allocation of costs associated therewith to the District, based upon consideration of the following factors: (i) that the District should not pay any costs associated with the Expansion of capacity in the System Component(s); and (ii) the District should pay a pro rata share of the costs associated with the rehabilitation and/or improvement in efficiency based on the capacity that replaces the District's existing Reserved Capacity in the System Component(s). (e) The costs of any engineering reports required under this Section shall be considered a project cost and funded as a capital charge and allocated to the participants in the project accordingly. 14 6.11 HOW, WHEN AND WHERE PAYMENTS ARE TO BE MADE. Delivery to the District of the final budgets for a Fiscal Year, together with the schedule of resulting District Capital Charge, District Flow Charge, and the District Administrative Charge, shall constitute the invoice for same for the entire Fiscal Year. Payment of all District Capital Charge, District Flow Charge, Required Improvements Charges, and the District Administrative Charge required to be paid by the District under the provisions of this Agreement shall be made to Round Rock. All charges payable for any calendar month shall be due and payable in Williamson County, Texas, on or before the fifteenth day of such month. Past due payments shall bear interest from the date due until paid at the lower of ten percent (10%) per annum or the highest lawful rate in the State of Texas. Should the District desire, Round Rock agrees to cooperate in good faith to permit the District to prepay any District Capital Charge owed or anticipated to be owed under this Agreement. 6.12 DEFAULT. (a) Monetary Defaults by District. In the event the District defaults in the payment of the District Capital Charge, District Flow Charge, Required Improvements Charges, or the District Administrative Charge required hereunder, Round Rock shall immediately give notice of such default to the District; provided, however, that nothing in this section shall prevent the District from paying under protest any amount alleged as owed to Round Rock or prevent Round Rock from accepting any payment even if less than the amount alleged by Round Rock as owed by the District. Payment or receipt of any such disputed amount shall not be construed as a waiver of any right of the party making or receiving such disputed amount to contest such matter and to demand payment or receipt of a different amount. Thereafter, the District shall take all appropriate steps to correct such default and shall correct such default within ten (10) days after receipt of such notice. Any past due amount shall be paid, together with interest at the rate of ten percent (10%) per annum or the maximum legal rate of interest then in effect, whichever is greater. (b) Other Defaults by District or Round Rock. In the event that the District or Round Rock defaults in the performance of any of their respective obligations under this Agreement, other than the obligation to make payments of the District Capital Charge, District Flow Charge, Required Improvements Charges, or the District Administrative Charge, the non -defaulting party, after giving reasonable notice of the default and opportunity to cure same, may exercise any remedy at law or in equity or as provided below in Article VIII. VII. GENERAL PROVISIONS 7.01 PAYMENTS TO CONSTITUTE OPERATING EXPENSES OF DISTRICT. The District represents and covenants that the services to be obtained pursuant to this Agreement are essential and necessary to the operation by the District of its own wastewater facilities and the provision of sanitary sewer services to its constituents, and that all payments to be made hereunder by it will constitute essential and necessary operating expenses of the District's waterworks and sanitary sewer systems, and the provisions of all resolutions, as appropriate, authorizing the issuance of all bonds of the District which are payable from revenues of the District's waterworks and sanitary sewer systems payable from the revenues of said system and from the proceeds of its maintenance tax. The parties acknowledge that Round Rock intends, in cooperation with the other Cities, to own and operate the System as capital improvements on behalf of the District within the meaning of Section 395.002(1), Texas Local Government Code. The parties understand and agree that the decision as to whether the capital improvements 15 constructed or acquired by Round Rock on behalf of the District are used to serve new development (within the meaning of Section 395.001(6), Texas Local Government Code) and the decision as to whether to impose any impact fees (within the meaning of Section 395.001(4), Texas Local Government Code) is exclusively that of the District. Round Rock agrees, upon receiving a written request from the District, to provide information and other assistance regarding Round Rock's calculation of the District Capital Charge to assist the District in its efforts to implement or defend any capital recovery fee or impact fee of the District related to the System. Expenses incurred by Round Rock in providing such information to the District shall be paid through the District Administrative Charge. 7.02 DISTRICT'S RATES, FEES AND CHARGES. Round Rock acknowledges that the District has the right under applicable law to assess, charge and collect such District maintenance taxes, impact fees, capital recovery fees, connection fees, meter fees, or other service fees, rates, taxes or other charges as it will deem appropriate. Round Rock will not construe this Agreement to require (except as provided otherwise in this Section), limit or restrict the governmental power of the District to implement the same. The District will be solely responsible for the proper exercise of its governmental power to assess and collect such fees and charges and for ensuring that all fees, taxes, rates and charges the District elects to charge are in compliance with applicable law. The District agrees to establish and collect such taxes, rates and charges for its waterworks and sanitary sewer services to be supplied by its system as will make possible the prompt payment of all expenses of operating and maintaining its system including the payments committed hereunder, and the prompt payment of the principal of and interest on its obligations, if any, payable from the revenues of its waterworks and sanitary sewer systems. 7.03 USE OF PUBLIC PROPERTY. By these presents, the District, to the extent capable under existing law, authorizes use by Round Rock of general utility or sewer easements and rights-of-way of the District for construction, operation and maintenance of the System, so long as such use is in compliance with the terms of any easement or right-of-way utilized by District and does not interfere with any lawful use or proposed use by the District and subject to all of the District's rules and regulations respecting the manner of such use and restoration of lands, pavement or improvements resulting from exercise of the rights provided in this section, including the cost of relocation of any facilities located within any such easement or right-of-way as an expense of the System. Round Rock will cooperate with the District in the timing, planning and installation of the System to be constructed and installed hereunder. 7.04 FORCE MAJEURE. In case by reason of "Force Majeure" any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, then if such party shall give notice and full particulars of such "Force Majeure" in writing to the other parties within a reasonable time after occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affected by such Force Majeure, with the exception of the obligation to pay amounts owed hereunder, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply and inability on the part of the District to provide water necessary for operation of its water and wastewater system hereunder or of Round Rock to receive Wastewater on account of any other causes not reasonably within the control of the party claiming such inability. It is 16 understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. 7.05 GOVERNMENTAL REGULATION. This Agreement shall be subject to all valid rules, regulations and laws applicable hereto passed or promulgated by the United States of America, the State of Texas or any governmental body or agency having lawful jurisdiction or any authorized representative or agency of any of them. In each instance herein where reference is made to a federal or state regulation, it is the intention of the parties that at any given time the then current edition of any such federal or State regulation shall apply. Round Rock and the District agree that their obligations under this Agreement shall include compliance with the requirements made under said laws, and any rules and regulations issued pursuant thereto. New standards shall be adopted by the District, and Round Rock which are in compliance with applicable State and federal laws and any valid rules and regulations issued pursuant thereto. 7.06 DISTRICT COOPERATION TO ASSURE REGULATORY COMPLIANCE. Since Round Rock and the other Cities must comply with all federal, state and local requirements to obtain permits, grants and assistance for system construction, studies, etc., the District will cooperate with the Cities in good faith at all times to assure compliance with any such governmental requirements where noncompliance or non-cooperation by the District may subject Round Rock to penalties, loss of grants or other funds, or other adverse regulatory action. In making the determinations called for herein, Round Rock covenants that such determinations will be made only after detailed studies of statistical data available as to the need and feasibility have been made and after consulting with engineers and financial advisors. The District will be kept advised at all times of planning and implementing Required Improvements. In that regard, the District agrees to adopt and enforce, and to provide in its wholesale contracts with its water customers in the future that they shall adopt and enforce, an appropriate water conservation and/or drought management plan as required by the Texas Water Development Board. 7.07 CONTRACTS WITH OTHERS IN RELATION TO SYSTEM. (a) Subject to obtaining the consent of Round Rock as set forth in Section 7.08, the District shall have the right to enter into contracts with other persons natural or corporate, private or public, to receive Wastewater from such persons. The District covenants that it will provide Round Rock with copies of all such written contracts and will, if requested by Round Rock, furnish Round Rock with a list of all customers other than retail, residential customers. Initially, within thirty (30) days after execution of this Agreement, and thereafter for each calendar year the tenure hereof, the District will send to Round Rock by January 15 of each year an annual report containing the following data about the District's customers that the System ultimately serves: (1) actual number of connections as of the end of the calendar year; (2) number of new wastewater connections made in the previous calendar year; (3) classification, by number and percentage, of accounts according to the following: (i) residential; (ii) multi -family; (iii) business/commercial; and (iv) other; and 17 (4) if business or commercial connections, a copy of any District industrial waste discharge permit issued to such premises. Notwithstanding the foregoing, in the event that the wastewater flow calculation methodology does not require such data to calculate the quantity of Wastewater flows discharged into the System, then the District's obligation to furnish such data shall terminate. (b) Subject to the following subsection (c), Round Rock shall have the right to enter into or amend agreements with other persons so long as such agreements or amendments do not prevent Round Rock from meeting its obligations to provide service to the District from the System in accordance with this Agreement and do not result in alienation of Reserved Capacity necessary to meet the District's needs. Under no circumstances may Round Rock enter into such agreements that would require the use of Wastewater facilities owned or operated by the District without the District's prior written consent. (c) To the extent of any conflict between the Master Contract and this Agreement, the terms of this Agreement shall control. (d) The District hereby releases any right or claim to the District Surplus Capacity, and further agrees as follows with respect thereto: (i) as of the Effective Date, Round Rock shall be the owner of the District Surplus Capacity; and (ii) Round Rock shall be entitled to all consideration that may be received from Leander (or any third party) in connection with the District Surplus Capacity, and the District shall have no right to any portion of such consideration. Round Rock agrees that from and after the Effective Date, the District Capital Charge, District Flow Charge, and the Required Improvements Charges shall not include any costs or expenses associated with the District Surplus Capacity, and Round Rock shall not seek to recover, either directly or indirectly, any such costs from the District. 7.08 NON -INFRINGEMENT. The District agrees that it will not provide or enter into an agreement to provide Wastewater service directly or indirectly outside of its service area unless Round Rock and the City in whose service area the service is to be provided consents. For purposes of this Section, the District's service area shall mean the area presently served by the District as shown in Exhibit E. 7.09 ANNUAL REPORT OF SYSTEM AND AUDITS. (a) Round Rock shall cause to be prepared an annual report of the System each year. Such report shall contain such matters and information as may be considered necessary and useful by Round Rock. A copy of the annual report and Round Rock's annual audit, and accompanying management letters will be posted on Round Rock's webpage or otherwise made available to the District. (b) Round Rock agrees that the District may retain, at its sole cost and expense, an independent auditor from time to time to confirm the District is allocated costs and expenses in accordance with the terms of this Agreement. Round Rock agrees to reasonably cooperate with, and make information available to, the auditor. 7.10 NO ADDITIONAL WAIVER IMPLIED. No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto of any term, covenant, conditions, or liability hereunder, or of performance by the other parties of any duty or obligation hereunder, 18 shall be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, under any circumstances. 7.11 ADDRESSES AND NOTICE. Unless otherwise provided, in this Agreement, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made or accepted by any party to the others must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by telecopier, when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of four (4) days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purpose of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: If to Round Rock, to: City Manager City of Round Rock 221 E. Main St. Round Rock, Texas 78664 with a copy to: Stephan L. Sheets Sheets & Crossfield 309 E. Main St. Round Rock, Texas 78664 If to the District, to: General Manager Brushy Creek Municipal Utility District 16318 Great Oaks Drive Round Rock, Texas 78681 Fax No. (512) 255-0332 with a copy to: Anthony S. Corbett Freeman & Corbett 8500 Bluffstone Cove, Ste. B-1041 Austin, Texas 78759 Fax (512) 453-0865 The parties shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days written notice to the other parties. 19 7.12 MODIFICATION. This Agreement may not be changed or modified without the mutual consent of the governing bodies of each of the parties hereto, which consent shall not be unreasonably withheld or delayed. 7.13 ASSIGNABILITY; SUCCESSORS IN INTEREST. This Agreement shall not be assignable by any party without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Round Rock hereby consents to the assignment of this Agreement by the District to any municipality that is incorporated and encompasses the territory within the District. Upon assignment of this Agreement by the District, or upon dissolution of the District by operation of law as a result of annexation of the entire District by a municipality, the rights and obligations of the District under this Agreement shall be binding upon, and inure to the benefit of, the District's assignee or successor in interest. 7.14 SEVERABILITY. The provisions of this Agreement are severable, and if any provision or part of this Agreement or the application thereof to any person or circumstance shall ever be held by any of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected thereby. 7.15 MERGER. Other than the other contracts mentioned herein, this Agreement constitutes the entire agreement between the parties relative to the subject matter thereof. Except as noted in the previous sentence, there have been and are no agreements, covenants, representations or warranties between the parties other than those expressly stated herein or expressly provided for herein. 7.16 VENUE. Venue for any action arising hereunder will be in Williamson County, Texas. 7.17 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto, any rights, benefits, or remedies under or by reason of this Agreement. 7.18 REUSE OF TREATED EFFLUENT FROM SYSTEM. Nothing contained herein shall be construed as the District relinquishing its reuse rights to Wastewater effluent attributable to the Wastewater flows of the District that are delivered to the System. Round Rock agrees that it will not in any way reuse the Wastewater effluent attributable to the District's flows without the express written consent of the District. 7.19 CAPITAL IMPROVEMENT PLANS, ENGINEERING REPORTS, AND STUDIES. Round Rock agrees to promptly furnish to the District copies of all engineering reports, capital improvement plans, operation reports, and similar studies or reports relating to the maintenance, operation, repair, rehabilitation, or Expansion of the System or any System Component, as they are prepared or received from time to time. VIII. NEGOTIATION AND ARBITRATION OF DISPUTES 8.01 AGREEMENT REGARDING REMEDIES. The parties agree that their respective obligations under this Agreement are unique and recognize that Round Rock may be issuing its bonds to acquire, construct, expand, improve or replace the System and may pledge the 20 revenues from this Agreement to secure payment of principal of, premium, if any, and interest on the bonds. The failure by any party to perform its obligations under this Agreement would not be capable of being appropriately remedied by award of damages to any other affected party to this Agreement and in any event, such damages would be difficult, if not impossible, to determine because of the unique nature of the parties' obligations to each other hereunder. Further, the parties agree that the remedy of termination of this Agreement by any party is inappropriate and not in the public interest. Therefore, the parties agree that they shall be entitled, and limited, to the remedies of specific performance, mandamus and injunction in the event of any breach of any obligation by any party under this Agreement. The parties hereby waive any requirement that they be required to provide any bond or other surety in order to obtain any of the agreed upon remedies. The parties also agree that attorney's fees and court costs incurred by any party prevailing in any legal action to enforce this Agreement or collect or defend any amounts owed or claimed as owed shall be paid by the non -prevailing party. 8.02 AGREEMENT TO NEGOTIATE FIRST TO RESOLVE ISSUES. The parties agree to attempt first to resolve disputes concerning this Agreement amicably by promptly entering into negotiations in good faith. The parties agree that they will not refer any dispute to another dispute resolution procedure including arbitration or litigation until they have first made reasonable and good faith efforts to settle their differences by joint negotiations conducted in a timely manner. 8.03 ELECTION OF REMEDIES. If any dispute cannot be resolved through good faith negotiation, then the parties may resolve the dispute by binding arbitration as provided herein. An election to arbitrate any dispute by either party shall be binding, and shall preclude the same dispute from being resolved by judicial or administrative proceeding (except to the extent required to enforce the arbitrator's decision). 8.04 PRESENTATION OF WRITTEN CLAIM REGARDING DISPUTES NOT RESOLVED BY NEGOTIATION. In the event that a dispute is not resolved as a result of such negotiations, either party may at any time give formal written notice to the other of a "claim." A "claim" as used herein means a demand or assertion by one of the parties (the "claimant") seeking, as a matter of right, adjustment or interpretation of contract terms, the payment of money, an extension of time for performance or other relief with respect to the terms of this Agreement or any other dispute or matter in question among the parties arising out of or related to this Agreement. By way of example and without limitation, a claim may relate to the calculation of charges, the allocation of costs, the reasonableness of costs, compliance with this Agreement, and calculation or allocation of flows within the System. Such notice shall be in writing, and shall specify whether the forum for resolution of the dispute shall be judicial, administrative, or binding arbitration. If a party elects to resolve a claim by binding arbitration, the dispute resolution procedure provided for below shall immediately enter into effect. 8.05 PERFORMANCE DURING ARBITRATION. The claimant shall continue with performance under this Agreement pending arbitration of the dispute. 8.06 APPOINTMENT OF ARBITRATOR. Promptly following the making of a written claim by any party, the parties will consult with one another to agree on the appointment of an arbitrator acceptable to all parties. The arbitrator shall have experience in matters of the kind giving rise to the claim. If within five (5) business days the parties are unable to agree on the appointment of an arbitrator, then any party may request the appointment of an arbitrator by the Center for Public Policy Dispute Resolution at the University of Texas at Austin School of Law. The parties shall endeavor to secure such appointment from the Center for Public Policy Dispute 21 Resolution within ten (10) business days after the request for same is made. The parties agree to utilize the arbitrator appointed by the Center unless they ultimately reach agreement on an alternative selection and give notice to the Center that another selection has been made by agreement. 8.07 RULES FOR BINDING ARBITRATION. The parties agree to the following stipulations concerning the conduct of the arbitration: (a) The arbitrator shall be impartial among the parties and shall have no conflict of interest. (b) The arbitrator shall not have any past, present or anticipated financial interest in the Agreement or the System except for the payment for services as arbitrator nor shall the arbitrator have been previously employed or acted as a consultant, attorney, employee, engineer, architect, contractor or subcontractor of any party nor have any present or anticipated future engagement of kind described. Before the engagement of the arbitrator is finalized, the arbitrator shall provide to the parties a disclosure statement containing a resume of experience, a description of past, present or anticipated future relationships to the System and the parties, their engineers, contractors, subcontractors, attorneys, architects, or consultants. (c) The arbitration shall be held at a time and location mutually agreeable to the parties and the arbitrator provided, however, that the arbitration shall commence no later than fifteen (15) business days following the confirmation of appointment. (d) At least five (5) business days prior to the arbitration, the claimant shall submit to the parties and the arbitrator a statement of the claimant's position, the issues that need to be resolved and a summary of the arguments supporting the claimant's position. At least two (2) business days prior to the arbitration, the responding parties shall submit their written response to the claimant's statement and provide a summary of their arguments in response. (e) If the parties agree that independent expert or technical advice would be helpful in facilitating a negotiated resolution of the dispute, the arbitrator may make arrangements to obtain such advice, and may, with the agreement of the parties, make arrangements for an independent expert to render a non-binding advisory opinion with respect to any technical matters in dispute after hearing the contentions of the parties with respect thereto. The expenses of obtaining such independent advice or advisory opinion shall be borne equally by the parties. (f) No party shall engage in any private interview, discussion or argument with the arbitrator concerning the subject matter of the arbitration. (g) The fees of the arbitrator and any other costs of administering the arbitration shall be borne equally by the parties unless otherwise agreed among them in writing. (h) The arbitrator may promote settlement in any manner the arbitrator believes appropriate at one or several arbitration sessions as agreed to by the parties. The arbitration shall continue only so long as desired by the parties and with the consent of all of them_ (i) Arbitration sessions shall be private unless otherwise required by law. Persons other than the representatives of the parties may attend arbitration sessions only with the permission of all parties and the consent of the arbitrator. 22 (j) All communications made in the course of the arbitration process including any advice or advisory opinions rendered shall be confidential in accordance with V.T.C.A. Civil Practice and Remedies Code, Section 154.073. (k) The arbitrator's decision shall be final and binding upon the parties. 8.08 EXCEPTION. Notwithstanding the foregoing provisions of Sections 8.02-8.07, the parties agree that those provisions shall not be applicable in emergency situations. 8.09 WAIVER OF SOVEREIGN IMMUNITY. The Parties acknowledge and agree that this Agreement is a written contract stating the essential terms of an agreement for providing goods and services to the District, and that the parties intend to waive their sovereign immunity to suit for the sole purpose of adjudicating a claim for breach of this Agreement, subject to the terms and conditions of Subchapter I of Chapter 271 of the Texas Local Government Code or any other applicable statute. 8.10 ATTORNEYS' FEES. Pursuant to § 271.159 of the Texas Local Government Code, the prevailing party in a claim arising out of or to enforce this Agreement shall be entitled to recover from the other party its reasonable and necessary attorneys' fees. This provision specifically applies to but is not limited to judgments awarding damages, court orders compelling performance, and arbitrator decisions pursuant to Section 8.07 herein. 8.11 DELEGATION OF AUTHORITY. The Parties agree that the dispute resolution procedures set forth herein are not intended to unlawfully delegate the ratemaking or other legislative authority of any party to this Agreement. Instead, the purpose of the dispute resolution provisions is to provide each party an opportunity to appeal to an independent third party for a determination as to whether the non -appealing party has acted in accordance with the terms and conditions of this Agreement. In the event of binding arbitration, it is the parties' mutual intent that such arbitration determine whether the parties have acted in accordance with the terms of this Agreement, and not to delegate the performance of any duties hereunder to such arbitrator. Each party agrees to take such actions as soon as practicable to comply with the arbitrator's decision. IX. EFFECTIVE DATE AND TERM OF AGREEMENT 9.01 EFFECTIVE DATE. This Agreement shall become effective upon the closing date of the sale of the System to Round Rock. This Agreement shall constitute the sole and only contract between the District and Round Rock regarding Wastewater disposal services and the District hereby recognizes and affirms its responsibility to make the payments required hereunder. 9.02 TERM OF AGREEMENT. This Agreement shall continue in force and effect from the effective date hereof until December 31, 2050, or any date thereafter for which the Master Contract is/are extended. Upon expiration of this Agreement, Round Rock agrees to provide the District an opportunity to enter into a wholesale wastewater service agreement on the same general terms and conditions available to other wholesale customers of Round Rock; provided, however, that such agreement shall reflect and provide credit for the costs of any System Components and capacity utilized by Round Rock that have been funded by the District as of said date. 23 ATTEST: S/14AA..,• Vl Name: :in i•. • CITY OF ROUND ROCK By: ()) T Name: ,�A iiti/1 AC. 61144 W/ Title: MPty 1%'CA'6�.e,r S0/ 2 D l -K Title: City Secretary 24 BRUSHY CREEK MUNICIPAL UTILITY DISTRICT Name: C Title: 'res : e n 1` ATTEST: LIST OF EXHIBITS Exhibit A District Capital Charge Exhibit B District Contractual Flows Exhibit C Points of Entry for the System Exhibit D List of Inadmissible Wastes Exhibit E District Service Area Exhibit F Reserved Capacities Exhibit G Description of System Components Exhibit H Winter Averaging Methodology Exhibit I District Surplus Capacity Exhibit J Purchase Agreement EXHIBIT A District Capital Charge 26 City of Round Rock, Texas S 465 000 Utility System Revenue Bonds, Series 2009 (Wastewater Repurchase) Preliminary: BCMUD Portion Only Debt Sei°N ice Schedule pate 00,30 201 09/;30 2012 09/30:2013 09/30'2014 09/3,0 2015 (N:34.), 20(9 7 :) 2(5)8 09,30 2019 09'30'2020 00'30'2021 2021 (0/30/ 09:30 2024 09 30 2025 65 _',/ 2026 09/30 2027 09/30,'2028 09;30'20'29 09,5)'2 1511 091;43;2031 09/30'202,2 09 ;0 21)33 09;30.'2(134 (9;30 2035 09,30:2034) /9340203s 7 09/30'.24.).9 Princtp:ai 4011_( )').0i) 425 (1410.00 430.000 00 504)4)00 0(/ 550.000.0(1 6041 d);1ti1.(5, 775_000.00 22,5_00000 240.000,00 245.000.00 2501 000.141 185_000.00 790.060 08 ].')5.600.0??? :'053.00 0.06 120.000.00 125.00(1-00 130.000.00 Ili Ii181.00 145.009.00 150.000.00 3 65)_0{)0.00 165_000.00 175.000.00 180.000.00 440.000 00 21r0 1)fl4).U0 2100051.130 v> t; (melt's) Exhibit 'A' {01141 F' -•i 4-75)00 4.7)0'„ 4. 4.750 4- _ 750",, 4705' 4.7500 4.7500., 4.7501",. 4.750 4.750°,. 4 750" . 4.7'))", 4.750";, 4-7500, 750'?,_, 4. 4.75(1"„ 4.75)) 4.750", 250.181 335.587 5.`87.50 315.400.00 294 4425 00 210.275 00 2'44.154) (45 21 5.650.01: 204.462 =.1) 1944) 7.5u 182.875./84 171.475.440 159.837 50 147, 135.850.011 127.062 54, 118.0:7.50 108.77_.60 ` 9.275.00 93.575 00 87.61117 5 0 81.462 50 74.812.50 67925.045 60.804)-8i 53.200.00 452.62 50 7.051).141) 28.504'+.00 19.475 011 9.975.00 650.1£1.18 760.587.50 765.400 00 704_025 00 820.275 00 844.1)0 011 440.650.10 434.962 50 429.1)37.5)4 422,875.00 416.475-00 409,837 50 402.962.5;) 320.850.1)0 317.062,50 313.037 50 -1118.775.011 219-275.00 218.575 00 21 7.63750 221.462.50 219.812.50 217.925.00 2220.800-00 21 20(1.00 220.362.50 217.050.00 218.50().00 219.475.00 219 975.00 total V? .465,900.1111 $4,235,193.(4 $11.7051.193.68 !e-ld l0'nd Year 6�r_T(a�'c 7.554 v:,,,ra?:.., 4 ('.14101' / ei Interest Irue Ir4.4est ><t(II(1 11."r))'1 i01,11111 111,0 11e FuTp rc ill Ir, d i f ;.th:1 "RS Foam dOs: Net in0.1.4 U'1�1Hc�i \,s.,2,:M,(liultti RYOW' :E MJD 1 S -FUR Y- j 11:00I2-0 1 2.. -,PM Specialized Public Finance Inc. Austin, Texas $89.161.97 11.945 Years 4.750(1000''4, 4.750000040, 3 778)408'„ 4 7480408110 4.x:11408"0 -7 (100(10"a 11 044 t'c:rn EXHIBIT EXHIBIT B District Contractual Flows 17 Customer Fen Bluff MUD Brushy Creek MUD Total Contractual Rows galIthi) 520,300 1 ,8.50,000 2,370,300 Atioentor (in %I. 21.95 78.05 100.00 EXHIBIT EXHIBIT C Point(s) of Entry for the System 8 r EXHIBIT "C" POINTS OF ENTRY AT BRUSH CREEK M.U.D.. en en POE # 3 �A FERN BLUFF 8 STONE CANYON 2500` 5000' PO h 2-1 12- cy 0C_POINTS_DITRY.OWG 10—s-2000 LEGEND 4.r 4, POE if POINT OF ENTRY 2 a EXHIBIT ,ic" EXHIBIT D List of Inadmissible Wastes 29 LIST OF INADMISSIBLE WASTES with the provisipns of Sectiort.4.04 of the ubregional Wastewater, n: the Brazos River Authority (• 1BRA`), th$ tower Coloraeo River Brush Creek Municipal Utility District ('BrushyCreek") -and r Dis�cSt ('Fern Blufr) , the foilowutg List of Ina. ble W not be d charged to the sewer system conc entlati • s for sub dt... ex ed in c1targes to the sYstem, is p >th{i'gated by th B; as The following list constitutes the -pollutant allocations and local limits established under the Brushy Creek Regional Wastewater System Pretreatment Program specifying both numerical concentration limits and prohibited substances for discharge to the System of toxic or regulated pollutants which could cause interference with the operation of the treatment plant or cause a violation of the ms=s State or Federal discharge permit provisions. mal Customer agrees to limit discharges to the System in accordance with the following list: Prohibited discharges include: 1. Wastewater having a temperature that would result in the total combined influent to the treatment plant to exceed a temperature of 104 degrees Fahrenheit or 32.2 degrees Celsius. 2. Wastewater having a pH value lower than 5.0 or higher than 10.5 or which will cause structural damage to the System. 3: Wastewater .containing gasoline, benzene, naphtha, fuel oil, or other_ flammable or explosive liquids; solids; gases. or any material that will result in the presence of toxic gases, vapors or fumes within the System in quantifies which may cause acute worker health and safety problems. 4. Wastewater containing oil and grease or any grease, fats, waxes, oil, plastic or other substances that will solidify or become discernibly viscous at any temperature between 32 degrees Fahrenheit and 90 degrees Fahrenheit so as to cause obstruction in the collection system or at the treatment plant. 5. Wastewater with a radioactive content greater than allowable by applicable provisions of the Texas Radiation Control Act, Article 4590 (0, Revised Civil Statutes of Texas, and Texas Regulations for CotstgI of Radiation issued thereunder. EXHIBIT nDn Page 1 of 3 Wastewater with a dissolved hydrogen sulfide concentration grater than 1.0 milligrams per liter. 7. Wastewater containing: corrosive constituents, that have a damaging or corrosive effect on system components. 8. Any hazardous wastes prohibited by regulatory agencies. 9. Any trucked or hauled pollutants except at discharge points designated by the BRA and with the written consent of the Subrcgional Customer or BRA. 10. Wastewater, which alone or in conjunction with other wastewater, causes the wastewater entering any entry point into the system .to exceed a five-day Biochemical Oxygen Demand (BOD), concentration of 300 milligrams per titer or a Total Suspended Solids (TSS), concentration of 400 milligrams per liter, shall be subject to surcharge on the basis of actual increased operating costs so long as the pollutant is not causing interference with the operation of the BRA/LCRA's State or Federal discharge permit provisions, and as long as said pollutants are deemed acceptable by the BRA. BRA shall determine the cost of treatment for pollutants received from all Customers and Subregional Customers and determine additional treatment costs for excessive pollutants to be surcharged. 11. Wastewater with concentrations of toxic pollutants, including heavy metals and other pollutants designated under the System Pretreatment Program, which will alone or in conjunction with other wastewater cause the treatment plant influent to contain in excess of: POliptant System fleadworks Limit 24hour Composite lbs/day (mg/1) Cadmium 24.6864 0.2 Chloroform 493.7280 4.0 Chromium (Total) 2,098.3440 17.0 Copper 432.0120 3.5 Ethyl Benzene 1,974.9120 16.0 Lead 613160 0.5 Naphthalene 1,851.4800 15.0 Nickel 555.4440 4.5 Silver 8.6402 0.07 Tetrachloroethylene 617.1600 5.0 Toluene 1,728.0480 I4.0 Zinc 469.0416 3.8 2 EXHIBIT nDn Page 2 of 3 12. The combined volume of all wastewater discharged by the Subregional Customers shall. not. contain the following listed pollutants in excess of the:. listed loading without prior written approval .from the BRA: polttttant p.211g niAltoralion icr c/day Brushy Fern Creek Bluff LCRA Cadmium 2.9690 1.0342 4.0032 Chloroform 59.3808 20.6832 80.0640 Chromium/ (Total) 252.3684 87.9036 340.2720 Copper 51.9582 18.0978 70.0560 Ethyl Benzene 237.5232 82.7328 320.2560 Lead 7.4226 2.5854 I0.0080 Naphthalene 222.6780 77.5620 300.2400 Nickel 66.8034 212686 90.0720 Silver 1.0392 0.3620 1.4011 Tetrachloroethylene 74.2260 25.8540 100.0800 Toluene 207.8328 72.39I2 280.2240 Zinc 56.4118 196490 76.0608 The BRA will periodically monitor for those pollutants at selected Subregional Customer's Points of Entry. Should the analysis indicate any of the pollutants listed are approaching or exceeding the System Head Works Limit. the. Subregional Customer(s) shall determine the source of the pollutant and require the generator(s) to reduce or cease discharge of the pollutant and/or commence monitoring of the pollutant as required in the Brushy Creek Regional Wastewater System Pretreatment Program. 3 EXHIBIT E District's Service Area 30 A ( 4t. • A. A ty BRUSHY CREEK M.U.D. SERVICE.: AREA FOR 2500' 5000' 7-\\!.----------m----,-,--=' \ , FERN BLUFF & STONE CANYON MEADO OF RUSHY CR BC_PONTS_ENTRY.DWG 1D-5-2000 EXHIBIT F Reserved Capacities 31 Capacity Reservations in Brushy Creek Regional Wastewater System System Component Node From To Cedar Park Austin Round Rock Brushy Creek MUD Fern Bluff MUD Brushy Creek Interceptor - Upstream Collection System A C1-30 C1-17 B C1-17 C2-31 C C2-31 C2-23 D C2-23 C2-16 E C2-16 C2-9 F C2-9 C2-1 B G C2-1 B C3-22 H C3-22 C3-18 I C3-18 C3-13 J C3-13 C3-1 100.00% 100.00% 90.78% 90.90% 87.30% 86.11% 83.38% 87.16% 86.09% 82.66% 0.00% 0.00% 9.22% 9.10% 12.70% 13.89% 16.62% 12.84% 12.68% 12.18% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.31% 1.25% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.02% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.92% 0.89% Brushy Creek Interceptor - Downstream Collection System K C3-1 C20-28 L C20-28 C20-8 M C20-8 C21-1 N C21-1 C6 -12A O C6 -12A C6-1 P C6-1 C9-1 Q C9-1 C6A-21 R C6A-21 C6A-12 S C6A-12 C6A-1 72.73% 71.88% 45.23% 40.27% 38.84% 35.16% 34.17% 33.26% 32.61% 10.73% 10.60% 35.60% 31.71% 30.59% 27.73% 26.94% 26.25% 25.72% 11.40% 12.43% 12.02% 21.09% 23.86% 30.96% 32.91 % 34.65% 35.93% 2.73% 2.70% 5.50% 5.45% 5.28% 4.83% 4.70% 4.59% 4.51% 2.41% 2.39% 1.64% 1.48% 1.43% 1.32% 1.28% 1.25% 1.23% Onion Creek Interceptor 0.00% 0.00% 81.63% 18.37% 0.00% Onion Creek Relief Interceptor 0.00% 0.00% 81.63% 18.37% 0.00% Southwest Interceptor 0.00% 44.05% 55.95% 0.00% 0.00% South Interceptor 0.00% 44.05% 55.95% 0.00% 0.00% Lake Creek Interceptor 0.00% 44.05% 55.95% 0.00% 0.00% Treatment Facilities Percent of Treatment Facilities Capacity 14.61% 3.43% 72.17% 7.55% 2.24% Avg Daily Flow Capacity ThroughTreatment Facilities in MGD 3.58 0.84 17.68 1.85 0.55 Total Plant Capacity in MGD 24.50 EXHIBIT C Description of System Components 32 Exhibit Brushy Creek Regional Wastewater System Components Interceptors Brushy Creek Onion Creek Onion Creek Relief Southwest South Lake Creek Treatment Facilities West Wastewater Treatment Plant (East end of Austin Street in Round Rock) East Wastewater Treatment Plant (3939 Palm Valley Boulevard in Round Rock) EXHIBIT EXHIBIT H Winter Averaging Methodology 33 BRUSHY CREEK REGIONAL WASTEWATER SYSTEM (BCR WINTER WATER AVERAGING CALCULATION September 16, 2009 l to sEP c9 Introduction / Background The Cities of Austin, Cedar Park, and Round Rock are in the process of acquiring the Brushy Creek Regional Wastewater System (BCRWWS) from the Lower Colorado River Authority (LCRA). This system includes more than 13 miles of wastewater interceptor ranging in size from 36" to 84" in diameter and two wastewater treatment plants (WWTPs), including a 21.5 MGD Regional WWTP. Located entirely in Williamson County, the BCRWWS currently serves the wastewater needs of the referenced cities as they fall within the Brushy Creek Basin, as well as those of the Fern Bluff and Brushy Creek MUDs. Future plans include adding the flow from the City of Leander. Customers of the system currently operate under the terms of a 'Wastewater Disposal Contract" with the LCRA/Brazos River Authority Alliance dated October 1, 2000, under which the terms of the annual cost allocation of "Operation and Maintenance Expense Requirements" are currently dictated. As Austin, Cedar Park, and Round Rock are in the process of drafting their own contract terms and conditions, they expressed the desire to create a uniform methodology of flow measurement and subsequent language appropriate to this O&M section of the contract. Recent discussions have considered using a system of "Winter Water Averaging" to establish base dry weather wastewater flows while other methods, including system/point of entry metering and flow monitoring, may be established to identify and refine Infiltration & Inflow (I&I) contribution. Scope K Friese & Associates, Inc. (KFA) was authorized to work with each BCRWWS participant city/MUD to gather information for the purpose of creating a uniform methodology for "winter water averaging". As a part of this initial scope, KFA also evaluated initial system meter locations, and prepared a suggested format for a one page quarterly report on flow monitoring. Future work efforts are anticipated to include actual meter installation and I&I Analysis. Winter Water Averaging — Data Collection and Analysis KFA developed an 11 item questionnaire intended to encompass the major factors necessary for a complete winter water averaging program. The questionnaire was then emailed to the system participants, including the City of Leander. Each participant submitted a completed questionnaire back to KFA. The responses were tabulated and used to develop a recommended policy for a common analysis — based on attempts to utilize as much of the collected data and methodologies currently in place by each individual participant. The Winter Brushy Creek Regional Wastewater System (BCRWWS) Winter Water Averaging Calculation Page 2 of 3 Water Averaging Summary spreadsheet and Winter Water Time Period Analysis are attached (Exhibits 1 and 2). Proposed Methodology for Billing of System O&M For accounting for wastewater flows from each customer, the Participants shall use "winter averaging of water consumption" for connections as described herein. Winter average of water consumption shall mean: A. All Accounts Except for Those Listed Below 1. The following methodology: a. Use actual water usage of each Participant's accounts for all cycles read for 2 consecutive billing periods, with the earliest date being December 1st b. Average the water readings for the 2 periods (based on the average daily usage) for each residential user and create a "winter month average" to be applied each billing cycle. c. Bill wastewater usage based upon the winter month average, assuming 100% return flow. B. Metered Irrigation Accounts 1. Use wastewater meter readings, if available, or 2. If the Participant's customer's user has a separately metered irrigation system, use the above methodology on the actual domestic water usage. C. Wastewater Metered (Wholesale) Accounts 1. Any Participant customers with separate wastewater meters (wholesale accounts) will be accounted for using actual meter readings and 100% return flow. D. City of Cedar Park Water Reclamation Facility Bypass 1 For the City of Cedar Park Water Reclamation Facility bypass, a meter shall be installed in the Regional System downstream of the facility and upstream of the first point -of -entry during the 2 consecutive billing periods being used for winter water averaging. At the conclusion of the metering period, the following procedure shall be used to derive the winter month average to be billed for the bypass flow: a. The totalized bypass flow at the conclusion of the 2 consecutive billing periods shall be divided by the sum of the totalized bypass flow and the totalized Water Reclamation Facility effluent flow from the same period. This value is the percentage of total flow to the Water Reclamation Facility that the bypass flow represents. K# F EXHIBIT & ASSOC! "Hn Page 2 of 6 Brushy Creek Regional Wastewater System (BCRWWS) Winter Water Averaging Calculation Page3of3 b. The bypass flow percentage calculated in (a.) shall then be multiplied by the total number of Living Unit Equivalencies contributing to the total influent flow to the Water Reclamation Facility. The calculated value is considered to represent the number of Living Unit Equivalencies contributing the bypass flow. c. The winter month average calculated under A.1. above will then be applied to the number of bypass flow Living Unit Equivalencies calculated in (b.) to derive the wastewater contribution to the Regional System to be billed. E. Special Exceptions 1. Each Participant acknowledges and submits to the other Participants for review and consideration, any "Special Exceptions" to the agreed methodology. Exceptions may include, but are not limited to, cooling tower credit, and/or one time "extraordinary events". Wholesale agreements with MUDs which may be addressed in the methodology above are not considered "Special Exceptions". Meter Locations In a previous work effort, KFA evaluated data gathered from the existing system meters. Based on the quality of data obtained at these locations, combined with the goal of systematically identifying major I&I contributors, we identified six locations for the first round of metering. These suggested locations are depicted on the attached exhibit. Suggested Quarterly Report/Executive Summary Format Once meters have been installed and data is gathered, KFA will perform analysis and submit a quarterly report to the participants for review. KFA anticipates each quarterly report to include the results of any analysis as well as a one-page "Executive Summary". At this time, we envision the Executive Summary will address the following: • Data Gathering Period • General Quality of the Data (discussion and scatter graph) • Rain Events in the Service Area (description, number, intensity, location) • Peak flow as a % of pipe capacity at each meter site • Summary of Analysis Performed and Observations • Recommended Actions for the Upcoming Quarter (e.g., collect more data at same location, move meter to another location, etc.) K* F EXHIBIT & Associ ,,H.. Page 3 of 6 Recommendation Utilize data from two months which contain the most overlap of data collection - water usage with the earliest date of Dec. 1st. Utilize data from two months which contain the most overlap of data collection - water usage with the earliest date of Dec. 1st. Utilize data from two months which contain the most overlap of data collection - water usage with the earliest date of Dec. 1st. e 0 oz Utilize winter water averaging for systems with separate irrigation meters Q Acknowledge Exceptions Round Rock 3 -month winter average; because we have 4 zones from November - February. 4 billing cycles- November 1`a thru February 29th. All months %00 Winter averaging on domestic meter Residential, residential irrigation, commercial, commercial irrigation, apartment, government, industrial, MUD wholesale meters, city accounts Dell and Texas State get credit for cooling tower evaporative losses. For various MUD wholesale accounts, each month we take their water usage, subtract any dedicated irrigation meters from their water usage, then multiply this amount by 70% to determine the MUDs wholesale wastewater amount to bill for the month. 1 Leander December through February One cycle 5th through 10th of each month All three months o o Actual domestic water usage Residential, commercial, multi family, apartments, municipal, golf course, school a Z oo u. mid-Novemebr through mid- February One cycle read on the 15th Average of three months 0 oD Irrigation only meters are not subject to wastewater billing Residential, school, HOA, Community Center z Cedar Park December through February 4: December 1 to March 1; December 8 to March 8; November 15 to February 15; November 22 to February 22 All data used 100% of winter monthly average Actual domestic water usage on a gallon for gallon basis Residential, multi -family, non- residential, wholesale Wastewater only customers - based on city wide average BCMUD November through February 2 per month, reads from last 3 days of the month are billed on the 2nd reads from 13th - 15th are billed on 17th all 4 -months data e o - } Residential, multi -family, commercial, irrigation (water only) credit allowed if customer proves they filled a new pool or had a leak c Q 3 consecutive months between designated dates from mid-November to mid- March 20 billing cycles (4 of which were determined by COA staff to be those which contribute to the BCRWWS) Weighted average of the two months with the lowest daily water use o o 0 Residential - Wastewater averaging, Commercial and multi -family - gallon for gallon; billed at the same volume as domestic water usage Single family, multifamily, commercial, large volume/industrial, golf course, wholesale evaporative loss - about 70 customers; wastewater only customers - about 350; wells - same as wastewater only customers; 'One-time' extraordinary events - minimal W #; leaks during winter WA period - estimate 500-1000 Question Over what time period is water usage analyzed for winter water averaging? How many billing cycles does the utility have and what are the meter read dates for each) billing cycle during the wastewater averaging period? What portion of the data collected is used to determine the winter water average? Is 100% of the winter month average used for wastewater billing or is a return flow percentage assumed? If a return flow percentage is assumed, what percentage? For customers with separate irrigation meters, is winter water averaging used or is wastewater billed based on actual domestic water usage on a gallon for gallon basis? What are the account categories used for billing? List any special exceptions you have for winter water averaging (individual or group of users), the number of customers in each category, and how each category is adjusted. EXHIBIT Page 4 of 6 Recommendation Wholesale Wastewater Accounts - use 100%. a z Round Rock Currently we have one mud account that we read a wastewater meter. The intent over the next few months is to remove the meter and use the 70% methodology as mentioned above. Zone average Leander z 6,000 Gallons FBMUD Q 2 I Current monthly I usage or 8,000 'gallons, whichever is less Cedar Park One - WIC MUD 1 N G O N 0 '1 - DO DO c0 LIS BCMUD N O Z N C O Ts rn O O N Austin about 15 customers have wastewater flow meters, none have separate non metered domestic wastewater flows For new resldenLIMM customers, what monthly wastewater average is assumed until winter month average can be calculated? 5,000 gallons default Question How many customers do you have with wastewater meters that are used for billing? How many of these customers have separated domestic wastewater flow (not metered)? EXHIBIT nHn Page 5 of 6 Sun Man Tue Wed Thu Fn Son Mon Tue 1/.1 Thu Fn Mon Tue 115 11/2 119 11/4 119 119 EXHIBIT 2. BILLING PERIODS REPORTED BY UTILITIES FOR WINTER WATER USAGE CITY OF AUSTIN D 8 8 L -I 11l5 109 11nX 11/11 11/12 11/1] 11/10 3105 Wed Thu 11/1/1 11/19 Bel Sun Mon 1121 1922 11m 1124 Tue Wed Thu F/1 41 Sun Mon rue VV. 1 2 11/27s um 1127 1190 .1 12/2 2n Thu SA Mon Tue Wed Thu Fn Be[ Bun Man Tue wed T. Sonan Man Ter Wed Fd 9t Sun Ulan Tue Wed Thu Fn Sal Sun Mon Tue Wed Thu BLL Sun Mon Tue Wed Thu Fn Sat Sun Mon Tue Wed Thu Fn San Sen Mona Tue Wed Thu Fri Sun Mon Tue WM Thu FMonn an iue wed Thu an Am Tue WM Thu Fri 41 Sun Mon Tue Wed Thu Bal Sun Mon ue Thu Fd Sun Man W. The Fn Sal Sun Mon Thu Sri Tue arl T. Sun Tue 12/4 129 12/7 12/3 v31 129 BC.MUD CEDAR PARK 8 8 8 ROUND ROCK re 111NtER FOMUD - 2 /12 2/1] 2114 2n3 2/17 2/19 2211 2/22 222 224 2/24 x2s 2130 2/27 ne 3/1 ]2 La Ser ]9 310 3/11 3/15 3/15 ]n9 2211 N2 3/24 v2< 125 ]22 :1 z 8 EXHIBIT HHn Page 6 of 6 EXHIBIT I District Surplus Capacity 34 Exhibit I Surplus Capacity in Brushy Creek Regional Wastewater System System Component Brushy Creek MUD Surplus Capacity Fern Bluff MUD Surplus Capacity Node From To Brushy Creek Interceptor - Upstream Collection System A C1-26 C1-13 0.00% 0.00% B C1-13 C1-5 0.00% 0.00% C C1-5 C2-23 0.00% 0.00% D C2-23 C2-17 0.00% 0.00% E C2-17 C2-10 0.00% 0.00% F C2-10 C2-2 0.00% 0.00% G C2-2 C3-23 0.00% 0.00% H C3-23 C3-19 0.00% 0.00% C3-19 C3-14 0.00% 0.31% J C3-14 C3-1 0.96% 0.29% Brushy Creek Interceptor - Downstream Collection System K C3-1 C20A-1 0.77% 0.68% L C20A-1 C20-8 0.75% 0.67% M C20-8 C21-1 0.96% 0.29% N C21-1 C6-15 0.85% 0.23% 0 C6-15 C6-1 0.79% 0.21% P C6-1 C9-1 0.65% 0.18% Q C9-1 C6A-21 0.62% 0.17% R C6A-21 C6A-12 0.59% 0.16% S C6A-12 C6A-1 0.57% 0.15% EXHIBIT I EXHIBIT J Purchase Agreement 35 PURCHASE AGREEMENT FOR THE BRUSHY CREEK REGIONAL WASTEWATER SYSTEM THIS PURCHASE AGREEMENT FOR THE BRUSHY CREEK REGIONAL WASTEWATER SYSTEM (this "Agreement") by and between the LOWER COLORADO RIVER AUTHORITY, a conservation and reclamation district and political subdivision of the State of Texas ("LCRA") and the CITY OF ROUND ROCK, Texas, a home rule municipal corporation ("Round Rock"), the CITY OF CEDAR PARK, TEXAS, a home rule municipal corporation ("Cedar Park"), and the CITY OF AUSTIN, TEXAS, a home rule municipal corporation ("Austin") (collectively referred to herein as the "Cities'), is made and entered into effective the (04" day of„ 4s-tir� ., 2009, which is the date this Agreement is executed by LCRA (Effective Date"). RECITALS The Cities, LCRA, and the Brazos River Authority ("Brazos") entered into a "Wastewater Disposal Contract" dated October 1, 2000 (the "Wastewater Disposal Contract") for the design, acquisition, and construction of wastewater collection facilities, wastewater treatment plant(s) and disposal facilities (the "System") and for Brazos' operation of the System. A. LCRA owns the System. B. The Cities have requested that LCRA sell the System to the Cities. C. The LCRA Board of Directors has previously determined that the System is no longer necessary, convenient, or of beneficial use to the business of LCRA. D. The Purchase Price (defined herein) is reflective of a negotiated settlement for sale of the System, based on the LCRA Debt (defined herein) plus a portion of fees due to LCRA under the Wastewater Disposal Contract, and reflects the resolution of disputes between LCRA and the Cities. E. The Cities and LCRA obtained separate appraisals of the System, including but not limited to, the Virchow Report defined below, and the actions to be taken by the Cities and LCRA under this Agreement are authorized by, among other laws, section 791.026 of the Texas Government Code and sections 272.001(b)(5) and 552.014 of the Texas Local Government Code. F. LCRA hereby agrees to sell the System to the Cities under the terms and conditions more particularly provided in this Agreement. G. The Cities recognize that LCRA and the City of Leander ("Leander"), a home rule corporation, had discussed Leander's intention to become a customer of the System on the same terms and conditions as the other customers, and LCRA and the Cities supported such intent. After the Cities purchase the System from LCRA pursuant to this Agreement, the Cities shall provide Leander with the opportunity to become a joint owner of the System on terms and conditions mutually agreeable to the Cities and Leander. EXHIBIT 1 tiJn AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the parties hereto agree as follows: ARTICLE 1 PURCHASE AND SALE OF THE WASTEWATER SYSTEM ASSETS Section 1.1 Transfer of Wastewater System Assets by LCRA. Subject and pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), LCRA shall transfer and convey the following assets, and the Cities shall purchase from LCRA the following assets: (a) Facilities. (i) all of the wastewater treatment, collection, and disposal system owned by LCRA, together with all improvements, structures, lateral lines, service pumps, lift stations, air compressors, electrical equipment, vehicles, machines, and other equipment and tangible assets listed on Schedule 1 of Exhibit A attached hereto and incorporated herein for all purposes; and (ii) any other tangible assets of LCRA, such as laboratory equipment, office furniture, and equipment that are relevant and necessary for the Cities' ownership and operation of the System (collectively the "Facilities"). A complete inventory ("Inventory") of the Facilities that are owned by LCRA and necessary for the operation of the System shall be taken prior to the expiration of the Review Period (defined below) by the Cities and LCRA. All items shown on the Inventory shall constitute a part of the Facilities to be transferred to the Cities at Closing. The Inventory will be updated at Closing to delete any items no longer owned by LCRA as a result of normal operation and maintenance of the System and to add items purchased by LCRA as a result of normal operation and maintenance of the System and to be transferred to the Cities. The Facilities shall be transferred AS -IS with no warranties, representations or guarantees, other than third -party warranties related to the System to the extent same are assignable, as provided by Section 6.4. (b) Intangible Assets. All contracts, leases, option rights, permits, certificates, licenses, reimbursement rights, service agreements, deposits, warranties from vendors or manufacturers or other third parties, regulatory correspondence, as -built plans and specifications, engineering reports, files, records, information, data, and other intangible assets of LCRA that are related to the ongoing operation and ownership of the Wastewater System Assets, including but not limited to those more particularly described on Schedule 2 of Exhibit A attached hereto and incorporated herein for all purposes (collectively referred to herein as the "Intangible Assets"). Any files, records, information or data that are privileged under the attorney-client privilege or privileged under other law may be excluded from the Intangible Assets. LCRA shall cooperate with the Cities to obtain all necessary approvals for the assignment of any intangible assets. Notwithstanding the foregoing, the parties to this Agreement agree that the Wastewater 2 Disposal Contract and possibly other agreements as described in Section 6.9 shall be terminated at Closing. The Intangible Assets shall be transferred AS -IS with no warranties, representations or guarantees, other than third -party warranties related to the System to the extent same are assignable, as provided by Section 6.4. (c) Property. All land and interests therein, including without limitation contract rights, easements, licenses and rights-of-way owned or held by LCRA for the installation, use and maintenance of, or otherwise associated with the Facilities, all of which land and interests therein are more particularly described on Schedule 3 of Exhibit A attached hereto and incorporated herein by reference for all purposes, together with all and singular the rights, privileges, and appurtenances, if any, pertaining to said land and interests therein, including any right, title, and interest of LCRA in and to adjacent streets, alleys, or rights-of-way, together with any improvements, fixtures, and personal property of LCRA situated on and attached to said land and interests therein (collectively referred to herein as the "Property"). The Property shall be transferred "as -is" with no warranties, representations or guarantees; provided, however, the conveyance shall be by special warranty conveyance instrument. The Facilities, Intangible Assets, and Property are collectively referred to herein as the "Wastewater System Assets." Section 1.2 Purchase Price. The Purchase Price (herein so called) for the Wastewater System Assets shall be the total of the following amounts: (a) Two Million Six -Hundred Thousand Dollars and no cents ($2,600,000.00); (b) the amount necessary to defease, retire, and/or payoff the outstanding LCRA debt and interest accrued thereon associated with the Wastewater System Assets (the "LCRA Debt"); (c) LCRA's reasonable and actual third -party expenses related to the defeasance, retirement, and/or payoff of the LCRA Debt, not to exceed $50,000, for costs of LCRA bond/tax counsel opinion(s) and related verification and escrow fees, and such amount shall not include any costs associated with the LCRA staff or outside attorneys other than bond and/or tax opinion counsel related to this transaction ("Third Party Expenses"); (d) third -party expenses incurred by LCRA for a phase one environmental site assessment of the wastewater treatment plant tracts included in the Property, the cost of which shall not exceed $10,000 ("ESA Expenses"); and (e) an amount for the over- or under -recovery of the Annual Operation and Maintenance Expense Requirement and the Annual Project Requirement under the Agreement for the period from October 1, 2009, to the Closing Date ("FYIO Over -/Under -Recovery"). LCRA agrees to provide the Cities with a copy of said phase one environmental site assessment at Closing or within ten (10) days following receipt of same, whichever first occurs. The amounts for items (b), (c), (d) and (e) shall total what is described herein as the Defeasance Amount. Payment of Defeasance Amount of the Purchase Price at Closing shall be based on 3 estimates of the amounts required to defease, retire and/or payoff the long term debt and FY10 Over/Under Recovery and subject to true up requirements as set forth in the following section. Section 1.3 Calculation, Estimates, and True Up of Defeasance Amount. (a) LCRA Debt: The LCRA Debt associated with the Wastewater System Assets includes the following: (i) the LCRA debt allocable to the System, and installment purchase obligations to acquire the Texas Water Development Board's (the "TWDB") interest in, Contracts 20 and 21 Interceptor Line pursuant to the Master Agreement between LCRA and the TWDB entered on or about November 14, 2001 (the "TWDB Agreement"); (ii) the LCRA debt allocable to the Southwest Interceptor Line and Round Rock South Interceptor Line pursuant to the Agreement for Acquisition of Wastewater System Assets (Southwest Interceptor Line and Round Rock South Interceptor Line) between Round Rock and LCRA entered on or about July 1, 2001 ("Interceptors Agreement'); (iii) the LCRA debt allocable to the Williamson County Reuse Project; (iv) other long-term tax-exempt debt related to the System; and (iv) current outstanding LCRA commercial paper balance related to the System and any additional commercial paper to be issued by LCRA prior to December 4, 2009, to fund expenditures for capital improvements contemplated by Exhibit C, less any coverage inuring collected and applied, less any of the Capital Charge collected and used to reduce outstanding principal and interest due through and until the Closing Date. (b) Debt Defeasance Protocol. By September 23, 2009, LCRA will provide the Cities and TWDB with a protocol for the aforesaid defeasance, retirement, and/or payoff of the LCRA Debt, including the procedures for LCRA's purchase of securities to be escrowed and selection of escrow and verification agents and opinion counsel. The protocol shall be designed to maximize efficiency and ensure a transparent securities selection process. (c) Estimate of Long -Term Debt. LCRA confirms that the total amount of the outstanding LCRA Debt as of September 30, 2008, is incorporated into the report prepared by Virchow, Krause and Associates for LCRA in the fall of 2008, (the "Virchow Report"), which total amount was then estimated to be One Hundred Sixteen Million, Nine Hundred Ninety - Seven Thousand, Eleven Dollars and 00/100 ($116,997,011.00). Upon execution of this Agreement, LCRA agrees that the portion of the estimated Defeasance Amount related to retiring long-term LCRA Debt (other than LCRA commercial paper associated with the System) is $75,559,174.02, as shown in Exhibit B-1 or $74,801,858.02 as shown in Exhibit B-2 attached hereto (dependent upon the call date to be determined by the TWDB prior to Closing for the debt associated with the TWDB Agreement). LCRA agrees to provide the Cities on November 10, 2009 with an updated Exhibit B using the same format as shown in Exhibits B-1 and B-2 that 4 1 has been preverified by LCRA's verification agent as to LCRA escrow disbursement dates and amounts and reflecting the final call date approved by the TWDB for debt associated with the TWDB Agreement. LCRA acknowledges that the Cities will rely on the updated Exhibit B delivered on November 10, 2009 in issuing debt necessary to pay the Purchase Price and confirms that the updated Exhibit B delivered on November 10, 2009 will be true and correct in all respects except for the estimated "interest earnings on escrow" as discussed in note (1). LCRA shall provide a second updated Exhibit B on December 4, 2009 to the Cities that will include a final estimate of the "interest earnings on escrow" and the Parties agree that the update delivered on December 4, 2009 shall be included in the Defeasance Amount and Purchase Price at Closing. Because the Purchase Price shall be net of "interest earnings on escrow," the amount included in the Defeasance Amount and Purchase Price at Closing based on Exhibit B shall be subject to an accounting after Closing based on the confirmed interest rate subscribed to by LCRA in its purchase of securities after Closing to retire, defease, and/or payoff the LCRA Debt. The Cities shall pay any difference owed to LCRA due to an overestimation of the final estimated "interest earnings on escrow" included in the December 4, 2009 Exhibit B update and the actual "interest earnings on escrow" no later than LCRA's settlement date on its purchase of such securities, with such payment contingent upon LCRA's 48 hour advance written notification to the Cities of the difference owed and its proposed settlement date. LCRA shall pay to the Cities any difference owed to the Cities due to an underestimation of the final estimated "interest earnings on escrow" no later than 10 business days after its settlement date on its purchase of such securities. (d) Estimate of FY10 Over/Under Recovery. The Parties agree that the current estimate of the FY10 Over -/Under -Recovery is shown on Exhibit C, attached hereto. The Parties agree that the estimate of the FY10 Over -/Under -Recovery (calculated consistent with Exhibit C) on December 4, 2009, shall be included in the Defeasance Amount and Purchase Price at Closing. The Parties further agree that all monthly payments from the Cities to LCRA for the Annual Operation and Maintenance Expense Requirement and the Annual Project Requirement for Fiscal Year 2010 as shown on Exhibit C shall be made on or prior to the Closing Date. The FY10 Over -/Under Recovery shown on Exhibit C shall be subject to an accounting after the Closing Date. LCRA shall prepare in writing an adjustment, using the same format as depicted in Exhibit C, to the FY10 Over -/Under -Recovery to account for payments toward the Annual Operation and Maintenance Expense Requirement and Annual Project Requirement as compared to actual operation and maintenance expenses incurred by and actual principal and interest payments made by LCRA during the period October 1, 2009, to the Closing Date. LCRA shall provide the written accounting and adjustment to the Cities, and there will be a payment by or payment to LCRA for the adjustment of the FY10 Over -/Under -Recovery. Notwithstanding the foregoing, LCRA shall defer work during Fiscal Year 2010 on the projects identified as being deferred pending Closing on Exhibit C. Any allocation of indirect operation and maintenance expenses by LCRA as depicted on Exhibit C shall be consistent with the allocation used in the development of the Annual Operation and Maintenance Expense Requirement for Fiscal Year 2010. The payment by or to LCRA for the adjustment of the FY10 Over -/Under -Recovery shall be made on January 8, 2010. This Agreement shall survive the Closing to the extent necessary to enforce the terms of this subsection (d). 5 (e) Updates to Defeasance Amount. LCRA agrees to provide the Cities with updated estimates of the total Defeasance Amount on November 10, 2009 and again on December 4, 2009. Any updated estimates of the final Defeasance Amount shall include, but not be limited to: (i) Updated information related to the long-term LCRA Debt as shown in Exhibit B-1 and B-2 and as discussed above; (ii) Updated information related to the FY10 Over/Under Recovery as shown in Exhibit C and as discussed above; (iii) Current outstanding LCRA commercial paper balance related to the System; (iv) Any additional LCRA commercial paper issued to fund expenditures for capital improvements contemplated by Exhibit C, less any coverage inuring collected and applied, less any of the Capital Charge collected and used to reduce outstanding principal and interest due through and until the Closing Date; v) actual invoiced Third Party Expenses; and vi) actual invoiced ESA Expenses. (f) Allocation of Purchase Price. Except for the portions of the Purchase Price that include the LCRA Debt allocable to the Interceptors Agreement and the Williamson County Reuse Project, the Purchase Price shall be allocated among the three Cities as follows: Round Rock — 68.45%; Cedar Park — 21.85%; and Austin — 9.70%. For the portions of the Purchase Price that include the LCRA Debt allocable to the Interceptors Agreement and the Williamson County Reuse Project, the allocations among the three Cities shall be as follows: (i) Interceptors Agreement: Round Rock — 55%, Austin — 45% and Cedar Park — 0%; (ii) Williamson County Reuse Project: 100% to Round Rock. The final amount of each Cities' contribution to the Purchase Price shall be calculated in conformance with the allocations provided in this subsection. Section 1.4 Independent Consideration. Contemporaneously with the execution of this Agreement, the Cities hereby deliver to LCRA, and LCRA hereby acknowledges the receipt of, a check in the amount of TEN AND NO/100 DOLLARS ($10.00) ("Independent Contract Consideration"), which amount the parties bargained for and agreed to as consideration for the LCRA's grant to the Cities of the Cities' exclusive right to purchase the Wastewater System Assets pursuant to the terms hereof and for LCRA's execution, delivery and performance of this Agreement. This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is nonrefundable under any circumstances, shall not be credited to the Purchase Price, and shall be retained by LCRA notwithstanding any other provisions of this Agreement. Section 1.5 Escrow Deposit. For the purpose of securing the performance of the Cites under the terms of this Contract, Round Rock, Austin and Cedar Park will deliver to the Bank of New York, care of Dorothy Miller (the "Escrow Agent") the sum of Four Million, Four Hundred 6 Forty-three Thousand, Twenty Dollars and no cents ($4,443,020.00) (the "Escrow Deposit"), which shall be allocated between the three cities as follows: Two Million, Eight Hundred Ninety- seven Thousand, Six Hundred Twenty -One Dollars and no cents ($2,897,621.00) to Round Rock; One Million, Sixty -Two Thousand, Four Hundred Sixty-two Dollars and no cents ($1,062,462.00) to Cedar Park; and, Four Hundred Eighty -Two Thousand, Nine Hundred Thirty - Seven Dollars and no cents ($482,937.00) to Austin. The Cities will deliver the Escrow Deposit to the Escrow Agent no later than Friday, September 11, 2009. In the event the Cities fail to timely deliver the Escrow Deposit as provided in this Agreement, LCRA may provide written notice of default, and if the Cities fail to provide the Escrow Deposit in the total amount of $4,443,020.00 within five (5) business days of such written notice of default, this Agreement shall expire and be of no further effect on the sixth (6th) business day following LCRA's written notice. The Escrow Deposit shall be held in an interest bearing account and the interest earned shall be credited to the benefit of Round Rock, Cedar Park, and Austin. On the Closing Date, the Escrow Deposit, including interest earned thereon, will be paid over to LCRA and applied to Round Rock's, Cedar Park's and Austin's portions, respectively, of the Purchase Price, or refunded to the Cities if not needed to pay the full Purchase Price. If Closing does not occur by the Closing Date, then the Escrow Agent shall remit. the Escrow Deposit to LCRA to be applied, in this order to: (a) Round Rock's, Cedar Park's and Austin's allocated portions, respectively, of the Debt Service Reserve Fund (as defined in the Wastewater Disposal Contract); and (b) if any portion of the Escrow Deposit or interest accrued thereon remains, then to the Annual Project Requirement to be charged respectively to Round Rock, Cedar Park and Austin for Fiscal Year 2010. ARTICLE 2 REVIEW ITEMS Section 2.1 Review Items. Following the Effective Date, LCRA shall make available at the Cities' request for reasonable inspection and copying (at the Cities' expense) by the Cities during normal working hours at the Facilities or at the offices of LCRA or its agents, the following (the "Review Items"): (a) Copies of all non -privileged (where the privilege arises under the attorney- client privilege or other law) books, records, operating reports, trade account reports, accounts payable and receivable lists, vendor contracts, management agreements, maintenance records, purchase or sale contracts, regulatory records and correspondence, deeds, easements, licenses, permits, certificates, soil reports, inspection reports, and engineering reports (including, without limitation, endangered species, environmental, and governmental inspection reports of LCRA related to the ownership or operation of the Wastewater System Assets or relating to or in respect of the physical condition or operation of Wastewater System Assets); and, (b) Copies of all easements, including sanitary and public utility easements, necessary to accommodate all parts of the Facilities. 7 Section 2.2 Wastewater System Assets Review. During the period beginning on the Effective Date and continuing until the thirtieth (30th) day prior to the Closing Date (the "Review Period"), the Cities shall have the right, during normal business hours and upon reasonable prior notice to LCRA, to conduct any and all reviews, investigations, or examinations of the Review Items and the Wastewater System Assets, including review of all sanitary easements and other easements necessary for providing wastewater service with the Wastewater System Assets in compliance with TCEQ or other applicable regulations, which the Cities determine necessary in the Cities' sole and absolute discretion. In the event that the Cities substantially disturb or substantially disrupt any of the Wastewater System Assets during the Review Period, the Cities shall be obligated to restore the Wastewater System Assets or any item related thereto substantially to its prior condition to the extent the Cities' review, investigation, or examination changed same and this obligation shall survive any termination of this Agreement. LCRA may, at LCRA's option, accompany the Cities during any such inspections. Notwithstanding any provisions herein or elsewhere to the contrary, the Cities shall be entitled to terminate this Agreement on or before the expiration of the Review Period upon written notice to LCRA; provided, however, that such termination shall not affect the disposition of the Escrow Deposit in accordance with Section 1.5 of this Agreement. Section 23 Failure to Provide Review Items. Should LCRA fail to provide the Cities any information in its possession regarding the Wastewater System Assets as provided in this Agreement, the Cities may terminate the Agreement upon written notice to LCRA provided, however, that such termination shall not affect the disposition of the Escrow Deposit in accordance with Section 1.5 of this Agreement. ARTICLE 3 SURVEY Section 3.1 Survey. Within thirty (30) days after the Effective Date hereof, the Cities, at the Cities' sole cost and expense, may procure a current plat or survey of such portions of the Property as the Cities select, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat or exhibit drawing shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent t� the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. The Cities shall within thirty (30) days after receipt of the survey review the same. Within the thirty (30) day period, the Cities shall notify LCRA in writing of their approval of the survey, or, in the event any portion of the survey is unacceptable to the Cities, then the Cities shall notify LCRA in writing of the unacceptable portions of the survey. The Cities' failure to give LCRA this written notice shall be deemed to be the Cities' approval of the survey. In the event the Cities notify LCRA the survey is unacceptable, the Cities shall have the right to either (1) terminate this Agreement upon written notice to LCRA, or (2) waive such survey matters and proceed to Closing. Any termination of this Agreement shall not affect the disposition of the Escrow Deposit in accordance with Section 1.5 of this Agreement. 8 ARTICLE 4 REPRESENTATIONS AND COVENANTS Section 4.1 The Cities' Representations and Warranties. The Cities represent and warrant to LCRA that the following are true, accurate, and complete as of the Effective Date: (a) each of the persons executing this Agreement on behalf of the Cities are duly authorized to do so; (b) the Cities have full right and authority to enter into this Agreement and to consummate the transaction described in this Agreement; (c) this Agreement constitutes the valid and legally binding obligations of the Cities and is enforceable against the Cities in accordance with its terms, subject to applicable law; and (d) neither the execution or delivery of this Agreement nor the performance of the Cities' obligations under this Agreement violates, or will violate, any contract or agreement to which the Cities are a party or by which the Cities are otherwise bound. The aforesaid representations and warranties shall survive the Closing. Section 4.2 LCRA's Representations and Warranties. LCRA represents and warrants to the Cities that the following are true, accurate, and complete, as of the Effective Date: (a) each of the persons executing this Agreement on behalf of LCRA is duly authorized to do so; (b) LCRA has full right and authority to enter this Agreement and to consummate the transaction described in this Agreement; (c) this Agreement constitutes the valid and legally binding obligation of LCRA, and is enforceable against LCRA in accordance with its terms, subject to applicable law; (d) neither the execution or delivery of this Agreement nor the performance of LCRA's obligations under this Agreement violates, or will violate, any contract or agreement to which LCRA is a party or by which LCRA is otherwise bound; and, (e) other than as set forth in Schedule 4 of Exhibit A (the "Required Consents"), there are no consents or approvals needed for LCRA to transfer the Wastewater System Assets to the Cities at Closing as contemplated herein. LCRA represents that it has no knowledge that any Facilities in the Wastewater System are located outside the Property, easements or rights-of-way being conveyed to the Cities. The aforesaid representations and warranties shall survive the Closing. Section 4.3 Covenants. In addition to LCRA's and the Cities' other agreements and undertakings hereunder, LCRA and the Cities hereby covenant and agree with each other that: (a) Notices Received. LCRA, at its sole cost and expense, will promptly deliver to the Cities copies of any written notices or promptly inform the Cities of any other notices received or of which LCRA gains actual knowledge and possession alleging the occurrence of any default or alleged default under any of the contracts included in the Wastewater System Assets, or any violation or alleged violation of any law, regulation, order, or other requirement of any governmental authority having jurisdiction over the Wastewater System Assets, including a proposed compliance order, or any tort claims relating to LCRA's ownership or operation of the Wastewater System Assets. (b) Liens, Claims, Pledges, Encumbrances, and Agreements. The Wastewater System Assets shall be transferred AS -IS without any representations, warranties or guarantees as to liens, claims, pledges and encumbrances. 9 (c) Notice to Texas Commission on Environmental Quality. The Cities, at the Cities' sole cost and expense, shall deliver to the TCEQ all required notices and applications for approval, if any, with respect to the change in ownership of the Wastewater System Assets and obtain any approval, if required, of same. LCRA shall have the right to review any filings made with the TCEQ prior to the filing of same and LCRA shall otherwise cooperate and assist the Cities to the extent reasonably necessary in obtaining such approvals. (d) Delay of Issuance of Bonds. LCRA agrees to delay until after the termination of this Agreement the issuance of bonds to refund approximately Forty Million, Seven Hundred Forty Thousand, Three Hundred Sixty-Eight Dollars and no cents ($40,740,368.00) of its commercial paper related to the costs of the System. (e) Ongoing Projects. LCRA agrees that it will not enter into any new contracts or amendments to existing contracts with third parties for design, engineering, construction and/or other similar matters related to the Facilities after the Effective Date of this Agreement without the express written consent of the Cities unless for Required Improvements, in which event LCRA shall provide written notice of and estimates for the Required Improvements. Section 4.4 Closing Updates. At Closing, LCRA shall provide to the Cities the LCRA Closing Certificate (so called herein) which shall certify, represent, and warrant to the Cities, as of the date of Closing, that (i) each and every of the covenants contained in Section 4.3(a) of this Agreement has been fully satisfied, and (ii) each and every of the representations and warranties contained in Sections 4.2 and 6.4 of this Agreement are and continue to be true and correct on the date of Closing, provided, should an event occurring during the pendency of this Agreement make any of such representations and warranties not correct on the date of Closing, such noncompliance shall be indicated and described on the LCRA Closing Certificate. In addition, LCRA will provide to the Cities a certified copy of the previously adopted Board resolution determining that the Wastewater System Assets are no longer necessary, convenient, or of beneficial use to the business of LCRA. The obligation of the City to close this transaction is expressly conditioned upon the representations and warranties contained in Sections 4.2 and 6.4 hereof being true and correct on the date of Closing and the covenants contained in Section 4.3(a) hereof being fully satisfied on the date of Closing. At Closing, each of the Cities shall provide to LCRA a City Closing Certificate (so called herein) which shall certify, represent and warrant to LCRA, as of the date of Closing, that each and every of the representations and warranties contained in Section 4.1 of this Agreement are and continue to be true and correct on the date of Closing, provided, should an event occurring during the pendency of this Agreement make any of such representations and warranties not correct on the date of Closing, such noncompliance shall be indicated and described on the City Closing Certificate. The obligation of the LCRA to close this transaction is expressly conditioned upon the representations and warranties contained on Section 4.1 hereof being true and correct on the date of Closing. 10 ARTICLE 5 CASUALTY PRIOR TO CLOSING Section 5.1 Casualty. In the event the Wastewater System Assets or any part thereof should be damaged by any casualty prior to Closing, LCRA shall pay to the Cities, at Closing, any funds actually received by LCRA as insurance proceeds relating to such casualty (the "Insurance Proceeds") for repair or replacement of the damaged property by LCRA as insurance proceeds relating to such casualty, and the sale shall be closed without the LCRA repairing any such damage. The Cities acknowledge and agree, however, that LCRA is self- insured for casualty events that result in damages of amounts less than One Hundred Thousand Dollars ($100,000.00). If repair or replacement is necessary for the continued operation of the Wastewater System Assets pending Closing, at the Cities' option or if required to meet regulatory requirements, LCRA shall repair or replace any damaged property necessary for continued operation of the Wastewater System Assets, subject to the Cities review and approval of the plans for and execution of the repair or replacement. LCRA shall apply insurance proceeds received, if any, in replacement of the damaged property to such repair or replacement. If the cost of such repair or replacement is less than $100,000.00, then LCRA shall include the cost of such repair and replacement in the LCRA Debt. The. Cities shall remain entitled, regardless, to receive at Closing any surplus insurance proceeds remaining after LCRA's repair or replacement of the Wastewater System Assets. ARTICLE 6 CLOSING Section 6.1 Time and Place of Closing. The Closing Date shall be either (i) December 8, 2009, or (ii) such other date as may be agreed between the parties or as provided in Section 6.2 below. The Closing of the transaction contemplated by this Agreement (the "Closing") shall be held at 10:00 a.m., local time on the Closing Date, at the offices of Texas American Title Company ("Title Company") or at such other time and place as may be agreed between the parties. All matters to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed. Section 6.2 Conditions to Closing. Notwithstanding anything in this Agreement to the contrary, it is specifically agreed that neither LCRA nor the Cities shall be under any obligation to close the transaction(s), or any portion thereof, contemplated by this Agreement, until: (a) the Cities have been able to issue, sell, deliver, and receive payment for their bonds or other debt obligations or otherwise obtain funds in an amount sufficient to provide the Cities with the funds necessary to pay the Purchase Price; (b) all required notices or governmental approvals, if any, including, without limitation, any notification to, consent by, or approval from TCEQ, have been given or obtained; and (c) all Required Consents have been provided to the Cities. Notwithstanding the foregoing, the following shall not be conditions to Closing: (i) TCEQ's consent or approval for the transfer or assignment of the wastewater discharge permit(s) from LCRA to the Cities; (ii) the Union Pacific's consent to transfer or assignment of LCRA's license for access to the East Wastewater Treatment Plant to the Cities; or, (iii) the consent of Capital Metropolitan Transportation Authority or Georgetown Railroad to transfer or assignment of any licenses over railroad rights-of-way. If any or all of these 11 i conditions have not occurred by the Closing Date, the Closing Date shall be extended for a reasonable period of time in order to allow the unresolved condition to be satisfied, provided in no event shall the Closing Date be extended beyond December 31, 2009, unless a required approval necessary from a regulatory agency of the State of Texas and/or United States is still pending without resolution but is being pursued in good faith by the Cities and there is a reasonable likelihood of receiving such consent or approval, in which event the Closing Date shall continue to be extended periodically for reasonable periods of time to allow such consent or approval to be obtained. Section 6.3 LCRA Delivery. At the Closing, LCRA shall deliver or cause to be delivered to the Cities, at LCRA's sole cost and expense, each of the following items: (a) A duly executed and acknowledged Special Warranty Deed conveying LCRA's interest in the Property currently owned by LCRA but indicating that the Property is accepted in its AS -IS condition with no warranties, representations or guarantees as provided by Section 6.4. (b) A Bill of Sale and Assignment ("Assignment") duly executed by the Cities and LCRA, transferring and assigning to the Cities LCRA's interest in the Facilities and the Intangible Assets, but indicating that the same are accepted in their AS- IS condition with no warranties, representations or guarantees, other than third -party warranties related to the System to the extent same are assignable, as provided by Section 6.4. The Assignment shall provide for the Cities' assumption of all of LCRA's obligations and liabilities under or related to the Facilities or Contracts, subject to LCRA's commitment to reasonably cooperate as to certain consents as provided in Section 1.1(b) above. The Assignment shall contain as exhibits updated lists of the Facilities and Contracts. (c) An instrument, in a form acceptable to the Cities and LCRA, assigning to the Cities all of LCRA's interests in any easements, licenses, or rights-of-way included in the Property but indicating that the interests in any easements, licenses, or rights-of-way included in the Property are accepted in their AS -IS condition without any representations, warranties or guarantees as provided by Section 6.4. If any documents forming easements, licenses or rights-of-way do not permit assignment, the Cities shall be responsible for securing such consents but LCRA shall cooperate reasonably to assist in the Cities' obtaining same. (d) The LCRA Closing Certificate in form specified in Section 4.4 duly executed and acknowledged by LCRA. (e) Any other additional documents and instruments as in the mutual opinion of the Cities' counsels and LCRA's counsel are reasonably necessary to the proper consummation of this transaction. (f) All combinations and/or keys to all locks related to the Wastewater System Assets. (g) To the extent reasonably available, the originals of all matters agreed to be 12 transferred to the Cities at Closing, unless otherwise noted, pursuant to Section 1.1 of this Agreement. Section 6.4 LCRA'S Disclaimer of Warranty. Notwithstanding anything this Agreement to the contrary, the Cities acknowledge that they are accepting the Property in its "as -is, where -is" condition "with all faults" and defects as of the Closing and specifically and expressly without any warranties, representations, or guarantees, either express or implied, as to its condition, fitness for any particular purpose, merchantability, or any other warranty of any kind, nature, or type whatsoever from or on behalf of LCRA other than third -party warranties related to the System to the extent same are assignable. Any instruments of transfer for the Property shall reference this agreement by the Cities. Notwithstanding the foregoing, the Cities may terminate the Agreement according to the provisions set forth in this Agreement including, but not limited to, Sections 2.2, 2.3, and 3.1. Any termination of this Agreement shall not affect the disposition of the Escrow Deposit in accordance with Section 1.5 of this Agreement. Section 6.5 The City Delivery. At the Closing, the Cities shall deliver to LCRA the following items: (a) Each City's Closing Certificate pursuant to Section 4.4 of this Agreement. (b) The Purchase Price, in good funds, based on the estimate of the Defeasance Amount provided by LCRA on December 4, 2009, in the amount and manner specified in Sections 1.2 and 1.3. (c) Such evidence or documents as may reasonably be required by the LCRA evidencing the capacity of the Cities to close the transaction and the authority of the person or persons who are executing the various documents on behalf of the Cities in connection with the sale of the Wastewater System Assets. (d) Any other additional documents or instruments as in the mutual opinion of the Cities' counsels and LCRA's counsel are reasonably necessary to the proper consummation of this transaction. Section 6.6 Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated between LCRA and the Cities: (a) LCRA shall pay to the Cities, in cash at Closing, the amount of any sums, if any, prepaid by third parties to LCRA and held by LCRA pursuant to the provisions of any of the contracts included in the Wastewater System Assets, and the Cities assume all liabilities and obligations for such amounts and will execute and deliver notices of transfer and assumption of security deposit to all such third parties. The Cities shall pay LCRA, in cash at Closing, the amount of any sums, if any, prepaid by LCRA to third parties pursuant to the provisions of any of the Intangible Assets included in the Wastewater System Assets. (b) LCRA shall pay and/or transfer or cause to be paid or transferred to the Cities any funds maintained in the Repair and Replacement Reserve Fund and/or the Operation and Maintenance Reserve Fund or any other similar funds established to pay 13 for Operations and Maintenance Expenses of the Wastewater System Assets pursuant to the Wastewater Disposal Contract. LCRA shall have no obligation to pay to the Cities any such funds held by Brazos. (c) If any adjustments pursuant to this Section 6.6 are, subsequent to Closing, found to be erroneous, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within thirty (30) days from receipt of the invoice. This covenant shall not merge with the instruments of conveyance, transfer, or assignment to be delivered hereunder but shall survive the Closing. Section 6.7 Possession. Possession of the Wastewater System Assets shall be delivered to the Cities by LCRA at the Closing. Section 6.8 Costs and Expenses. Unless expressly provided herein that LCRA shall pay certain costs and expenses such as in Section 4.3, all costs and expenses in connection with the transaction contemplated by this Agreement shall be borne by the Cities, including but not limited to costs of defeasing LCRA's outstanding debt associated with the Wastewater System Assets. Section 6.9 Additional Deliveries at Closing. At Closing, LCRA and the Cities shall deliver to each other the following: (a) A document terminating the Wastewater Disposal Contract, including a full release and discharge of all parties thereto. (including the Brazos River Authority) from any further obligations under or related to said Wastewater Disposal Contract, (b) A document executed by the TWDB terminating or assigning to the Cities, and releasing and fully discharging LCRA from, any obligations under or related to, the Master Agreement between LCRA and the TWDB entered on or about November 14, 2001 (the "TWDB Agreement"); (c) A document terminating or assigning to the Cities, and releasing and fully discharging LCRA from, any obligations under or related to, the Agreement for Acquisition of Wastewater System Assets (Southwest Interceptor Line and Round Rock South Interceptor Line) between Round Rock and LCRA entered on or about July 2, 2001 ("Interceptors Agreement") and any related wastewater service agreements; and (d) A document terminating or assigning to the Cities, and releasing and fully discharging the LCRA from any obligations under or related to, the Subregional Contracts between LCRA and Brushy Creek MUD and Fern Bluff MUD. ARTICLE 7 REMEDIES Section 7.1 The Cities' Remedies for Default. Notwithstanding any express provision of this Agreement to the contrary, in the event LCRA fails or refuses to timely comply with LCRA's obligations hereunder or at Closing, any of LCRA's representations, warranties, or 14 covenants contained herein is not true or has been breached or LCRA enters into any contracts prior to the Closing Date to which the Cities timely object, the Cities shall have the following remedies as the Cities' sole and exclusive remedies: (a) to enforce this Agreement by specific performance, mandamus, or similar remedy; (b) to terminate this Agreement prior to or at Closing by giving LCRA written notice of such election; or, (c) to waive prior to or at Closing the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof. Nothing in this section is intended to alter any remedies available to any of the parties under the Wastewater Disposal Contract in the event of a breach of or default arising under the Wastewater Disposal Contract. Section 7.2 LCRA's Remedies for Default. Notwithstanding any express provision of this Agreement to the contrary, in the event the Cities fail or refuse to timely comply with the Cities' obligations hereunder or are unable to do so as a result of the Cities' acts or failure to act, LCRA may terminate this Agreement and retain and apply the Escrow Deposit as provided in Section 1.5 as its sole remedy. Nothing in this section is intended to alter any remedies available to any of the parties under the Wastewater Disposal Contract in the event of a breach of or default arising under the Wastewater Disposal Contract. Section 7.3 Termination of Agreement. Should either party terminate this Agreement, both LCRA and the Cities shall be relieved and released of all obligations, claims, and liabilities hereunder, or as expressly otherwise provided herein; provided, however, if the Agreement is terminated for any reason other than default by LCRA, then LCRA shall be entitled to include in the Operation and Maintenance Expenses of the System for the fiscal year of the System then underway or in the subsequent fiscal year any expenses incurred by LCRA in attempting to fulfill its obligations under this Agreement. ARTICLE 8 GENERAL PROVISIONS Section 8.1 Notices. All notices and other communications hereunder shall be in writing and shall be delivered by one of the following means: hand delivery; expedited courier delivery; mailed by registered or certified mail, return receipt requested, postage prepaid; or, electronic mail provided that a duplicate of the same notice or communication is also mailed by first-class mail. All notices and communications hereunder shall be addressed as follows, and shall be effective upon actual delivery if delivered by hand or by expedited courier delivery or, if mailed, three business days after deposit in the United States mail: (a) If to LCRA, to: Thomas G. Mason General Manager LCRA P. O. Box 220 Austin, Texas 78767-0220 Phone: (512) 473-3283 Email: Thomas.Mason@LCRA.org 15 With a copy to: Madison Jechow Associate General Counsel LCRA P. 0. Box 220 Austin, Texas 78767-0220 Phone: (512) 473-4067 Email: Madison.Jechow@LCRA.org (b) If to the City of Round Rock, to: James R. Nuse City Manager 221 E. Main St. Round Rock, Texas 78664 Phone: (512) 218-5400 Email: jnuse@round-rock.tx.us With a copy to: Stephan L. Sheets City Attorney 309 E. Main St. Round Rock, Texas 78664 Phone: (512) 255-8877 Email: slsheets@sheets-crossfield.com (c) If to the City of Cedar Park Brenda Eivens, City Manager 600 N. Bell Blvd. Cedar Park, Texas 78613 Phone: (512) 401-5010 Email: Brenda.Eivens@cedarparktx.us With a copy to: Charles Rowland City Attorney 600 N. Bell Blvd. Cedar Park, Texas 78613 Phone: (512) 401-5004 Email: Charles.Rowland@cedarparktx.us (d) If to the City of Austin City Manager P.O. Box 1088 Austin, Texas 78767 Phone: (512) 974-2200 Email: marc.ott@ci.austin.tx.us With a copy to: City Attorney P.O. Box 1088 Austin, Texas 78767 Phone: (512) 974-2268 Email address: david.smith@ci.austin.tx.us Any party may change its address for receiving notice by giving notice of a new address in the manner herein provided; however, if mailed, notice of such new address will be effective only upon actual receipt by the other parties. Section 8.2 Headings and Defined Terms. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Unless otherwise provided in this Agreement, all terms defined in the Wastewater Disposal Contract shall have the same meanings when used herein as when used in the Wastewater Disposal Contract. Section 8.3 Assignment. Assignment of this Agreement by the parties is prohibited without the prior written consent of all other parties, which consent shall not be unreasonably withheld or delayed. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Section 8.4 Governing Law and Forum. This Agreement shall be construed and interpreted in accordance with the law of the State of Texas and the obligations of the parties hereto are and shall be performable in Williamson County. By executing this Agreement, each party hereto expressly (a) consents and submits to personal jurisdiction and venue consistent with the previous sentence, (b) waives, to the fullest extent permitted by law, all claims and defenses that such jurisdiction and venue are not proper or convenient, and (c) consents to the service of process in any manner authorized by Texas Law. Section 8.5 No Oral Modification. This Agreement may not be modified or amended, except by an agreement in writing signed by both the LCRA and the Cities. Section 8.6 No Oral Waiver. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations. Section 8.7 Time of Essence. Time is of the essence of this Agreement. 17 Section 8.8 Total Agreement. This Agreement, including the Exhibits hereto, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith including that certain Memorandum of Understanding entered by Cedar Park, Round Rock and LCRA on or about June 3, 2009 and amended on or about August 28, 2009. No representation, warranty, covenant, agreement, or condition not expressed in this Agreement shall be binding upon the parties hereto or shall affect or be effective to interpret, change, or restrict the provisions of this Agreement except by an amended agreement in writing signed by both the LCRA and the Cities. Section 8.9 Partial Invalidity. If any clause or provision of this Agreement is or should ever be held to be illegal, invalid, or unenforceable under any present or future law applicable to the terms hereof, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and that in lieu of each such clause or provision of this Agreement that is illegal, invalid, or unenforceable, there be added as part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable such that the intention of the parties is effected as closely as is possible. Section 8.10 Counterpart Execution. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of all persons required to bind any party appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Section 8.11 Holidays. In the event that the date upon which any duties or obligations hereunder to be performed shall occur upon a Saturday, Sunday or legal holiday, then, in such event, the due date for performance of any duty or obligation shall thereupon be automatically extended to the next succeeding business day. Section 8.12 Effective Date. The Effective Date of this Agreement shall be the date set forth on the first page hereof. Section 8.13 Hold Harmless. The Cities shall not be liable or responsible for, and shall be saved and held harmless by LCRA from and against any and all suits, actions, losses, damages, claims, or liability of any character, type, or description, including all expenses of litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, arising out of, or occasioned by, directly or indirectly, LCRA's operation of the Wastewater System Assets and accruing prior to Closing, except to the extent such claims of damages arise from the gross negligence or willful misconduct of the Cities. LCRA shall not be liable or responsible for, and shall be saved and held harmless by the Cities, jointly and severally, from and against any and all suits, actions, losses, damages, claims, or liability of any character, type, or description, including all expenses of litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, arising out of, or occasioned by, directly or indirectly, the Cities' operation of the Wastewater 18 System Assets and accruing after Closing, except to the extent such claims of damages arise from the gross negligence or willful misconduct of LCRA. This Section and the hold harmless commitments made within it shall survive the Closing. Section 8.14 Exhibit A Schedule 1 Schedule 2 Schedule 3 Schedule 4 Exhibit B Exhibit C Exhibits. The following Exhibits are attached hereto: Wastewater System Assets Facilities Intangible Assets Property Required Consents Estimated Defeasance Amount Estimated Charges for FY 2009-10 Section 8.15 Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any benefits, rights or remedies under or by reason of this Agreement. ARTICLE 9 SPECIAL PROVISION Section 9.01 Reuse of Treated Effluent from the System. The Cities retain the same right they have under the Wastewater Disposal Contract to the use or reuse of any effluent, which is now or may in the future be generated by the Facilities, prior to discharge into waters of the state, notwithstanding any termination of the Wastewater Disposal Contract; provided, however, that nothing in this Section or Agreement is intended to, nor shall it be construed as, waiving any rights that LCRA may have with regard to reuse of effluent under any agreements other than the Wastewater Disposal Contract, under administrative decisions, or under state law. This Section shall survive the Closing but shall terminate automatically upon execution by the Cities of any agreement reaffirming or readjusting the allocation for direct reuse of effluent from the System. IN WITNESS WHEREOF, each party hereto has signed this Agreement or caused this Agreement to be signed in its corporate name by its officer thereunto duly authorized, all as of the date first above written. Signatures on the Following Pages 19 LCRA: LOWER COLORADO RIVER AUTHORITY By: /A'./( i Tho as G. Mason, General Manager A 20 THE CITIES: CITY OF ROUND ROCK, TEXAS By: 4.--) 1 / IaeC4f vz Mayr Pai-fiem Attest: Sara White, City Secretary 21 CITY OFfCEDAR PARK, TEXAS By: 14)V (4Ffk&.:JiCU'''t') Brenda Eivens, City Manager CITY OF AUSTIN, TEXAS By: Rudy G a, Ostant City Manager 23 Exhibit A - Schedule 1 Facilities Please see attached asset list for a more detailed accounting of equipment and materials. 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W W W W (1) W 0000=0000000Q<QQ<QQ6Q6Q6mQ 0 0 0 0 111 0 0 0 U U U U W W W W W W 0 008 o0 880 0 0 8 8808880$88o8q s0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0 0 000000000000 101010101010(010WWWWWW1021010 mmmmmmmmmmmmmmmmmm z z z z Z z z z z z z z z z Z z z z 000000000000000000 Z z Z z z Z Z z Z Z Z Z z Z Z z Z Z 000000000000000000 .45 0. c m m 0 a Y O Q U E co d o .2 E 2 E o E N FF. k < W o or) cat) Y °11 vo°)m a)Um�,o E nnnnr- 000000000000000000 000000000000000000 0 0 0 00000000000000 0 N N N N N NV N N N N N N N N N N N N 111 in 0 0 (1) 11) 1n U) 0 0 U) U) N 10 U) U) 111 U) in U) N in N in in 1A N in N 11) 1n in in 1f U) 0 LL I.- - N O Y • 71 U J C C • LL C U E d N d d d 111 E m E N U U Q Q Q (° M N to cd d o Q Q N N iZ 0 C 7 0 C C LLLO DU)O0o C W r, ..ctu NLL. J(000000 J N N 2 J N N °) U) N E N N N N N N 8ra,$) 0000-6E EEEEE m > a d d u d a) d `v c0 4° °C) !D `st (C° co E° m W (No m m m NMco L1 N22 co coW W W W W W O c0 0 0 0 0 0 0 0 0 0 0 0 O O O O O N N N N N N N N N N N N N N N N N N N N in U) U)U)U) (0 N N 0 U) U) NU)U) U) 1n N 1n in N 10 N N U) U) N U) U) U) ON 10 N N o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 oo00000000000 0) CO 0) 0) 0 0 0 0 0) 0) 0) 0 0) 0) 0) 0) 0) 0 000000000000000000 0000000000000 00000 N N N N N N N N N N Q Q N N N N N N 0101 M M M (0C) M 0101 MMM M M M M CO 111 U) N U) U) N U) U) 1n U) 1n N N 10 (o 4) U) U) O 0) (D M N U)Onat MMM U)n N 00111N n 0 st .0 n M s.0000 111 111 O) U) 0 1b co 4 st co-; co-) n (0 (D 0 1- (o 0 11 M pp 0 (0 cr,11 0)100) M M M O st O N U) M 0 0) N r V 0) O N U) (0 U) 000(0 incoa) Nsf 'Tr a- r CO 0 0) N MI r U)OMMO°O°n N001,-000000 U)0 sY V.00000 MV C) 10 N 0 N 0)0) r- 0 0 0 0 00 O (0 CO O n 0 0 0 N M O O CO M N U1 ..co: (0 0 0 U) 0 111 011.... 0 sF M O CO 111 n N U)O00ON 0 e1.M0MN01 sF 0000 00N 00 0)111 sf X111 op co (0 0) 110) O N 000X000 sY(0n U) s)0) MM M n M CO U) 0) } 0 N sr 0) O N CO (0 U) aO N M N U) _ 01 V V .- c0 00000000000000000 (0 (0 (0 (0 11) (D (0 (D (0 (0 (0 (0 1() UM) 1M 1Mn in 1M co co co M M M M M M M M M M M M M M M 00000000000000000M M M cc) M 00) 0) Cc) C) (') (') () 0 c0 c0 00 oO c0 c0 e0 c0 °O 00 c0 c0 c0 °O W (O cO 1N N Ung 1011 U0) (OD (D (ND (0 (C0 (D CND (OD ((00 n n 0 0000000§0000000 0000000000 000000000 0000000000000000 000000000000000000 ro w m m o O °D °D ro 0 OD0 0 °D 1D °D O O 000000000000000000 00000000000000.0000 000000000000q� 0000 000000000000000000 CCCCCCCC'CCC 0000CDo cc ce cc cc cc cc ri) J J J J J J J J J J J J 000000 000000 oo0o00 o00000 000000 O O N C) 1- U) U)N 1n04 CO CLCLIZIXCLCY F- F- F- F- F- I- CL aaaan. 0 0 0 0 0 0 F- I- F- F- F- Z Z Z Z Z Z 000000 0 0 0 0 0 0 N N N N N N vvavvv wwwwww CLIYCLCLCLW 000000 000000 000000 m a a n. a E N 4:.c Zi l c` p N W _ 0010 p)0)H .So 00 NM 0 10. � CO N- V v V oo0000 oo0000 0) 0 COO) 0) 0) oocP CD 0000 N N N N N N M CO CO CO CO CO 1n 10 10 1c0 Z5 N 0 0 0 0 0 0 c: CO Is: O .- N O D CV P1 CD (06)Op0) N • 11) N 1') Obi O 0) O M• -M a0 U) • 7 000000 co U) CO (0 CO (D M OD M M M M 00 0 M 0 01 M M 1 OO OD OD OO 00 OD aT U) OD r OD 6) 00 00 OD OD OD OD 0000000 OD 03 000000 0 0 0 0 0 0 000000 0 0 0 CD 0 0 0 000000 000000 Exhibit A — Schedule 2 Intangible Assets 1. Texas Pollutant Discharge Elimination System (TPDES) Permit No. W00010264-001 — West Plant 2. Texas Pollutant Discharge Elimination System (TPDES) Permit No. W00010264-002 — East Plant 3. Texas Utilities Electric Company — Agreement for Electric Service - No. 370- 130 4. Union Pacific Railroad Company — Agreement Audit Number CA88381 5. Union Pacific Railroad Company — Pipeline Crossing Agreement Folder No. 01772-15, Audit No. 210886 6. Union Pacific Railroad Company 01755-18, Audit No. 210917 — Pipeline Crossing Agreement Folder No. 7. Union Pacific Railroad Company — 01573-73, Audit No. 205250 8. Union Pacific Railroad Company — 2041-00 Pipeline Crossing Agreement Folder No. Pipeline Crossing Agreement Folder No. 9. Capital Metropolitan Transportation Authority License Agreement M0106014 — Maintain a 42" wastewater pipe line at AUNW MP 78.66 10. Capital Metropolitan Transportation Authority License Agreement M0106015 — Maintain a temporary private at -grade crossing at AUNW MP 78.92 11. Capital Metropolitan Transportation Authority License Agreement M0106019 with Terry Lamar Robinson — Maintain a private at -grade crossing at AUNW MP 79.38 12. Pipeline License with Georgetown Railroad Company at Eng Sta 403+84 13. Department of Highways and Public Transportation Permit for IH -35 Crossing with 30" Iron Pipe 14.. Department of Highways and Public Transportation Permit for Highway 79 Crossing with 21" Wastewater Line 15. Memorandum of Lease Agreement with Grace Telander, Independent Executor of the Estate of Amold Telander 16. Agreement for Boring of Wastewater Line under FM 3406 -E1 V 8 P E a 8 ...... 2 E. I 3 1 a __ • ALAMO TITLE COMPANY 0.1060 ACRES IN loasomont • 2003108189 THE JOSEPH MARSHALL SURVEY, ABSTRACT 90. 400 81-1E P.A. HOLDER SURVEY, ABSTRACT NO, 297 US HIGHWAY 1 in BRUSHY CREEK WASTEWATF_R TREAMENT PLANT EXPANSION 21.191 ACRES CONVEYED TO LCRA BY Ilooso 2003107982, DOCUMENT 90. 2003101882 37.150 ACRES 1 20000722 CONVEYED TO LCRA BY DOCUMENT NO. 2000072244 BRUSHY CREEK WASTEWATER I TREAMENT PLANT EXPANSION AKINS, RICK AKINS NOWLIN, LLP 21.191 Woo 2004024134 ACRES CONVEYED TO LCRA BY DOCUMENT NO.2003107982 37.150 ACRES CONVEYED TO LCRA BY DOCUMENT 90. 2000072244 BRUSHY CREEK WASTEWATERTREAMENT i PLANT EXPANSION Tract No. 1 0.394 8 Tract 2 37.150 acros :Land Doed 2000072244 Josoph Marshall Survey Abstract No. 409 Vol 1 849 Pogo 807 Vol 849 Pago 813 Vol 2129 Pagel 744 JoIndor 8 Conoont Moorbo. Clint 3.637 acros Joseph Marshall Survey Abatract No.iLand Dood 2000072244 1409 dood convoyod to Songs. HoWa Vol 672 . • • Pogo 415 1 0 N - 8 N -2 V 8 e 4g 0 s 0i g . . L 115:7473 o 0 t'oc.1.a e 2 ATKINS NOWUN. LLP 21.191 ACRES IN ThEi Dood JOSEPH MARSHALL SURVEY A8sTRACT NO. 400 BRUSHY CREEK WASTEWATER TREAMENT PLANT EXPANSION 8 i. 8 8 0 2 0 1 8 b 551 crii a 841 oF,1-0 2t11 BRUSHY CREEK REGIONAL WASTEWATER 21,191 ACRES IN THE JOSEPH MARSHALL TREATMENT PLANT WILLIAMSON COUNTY SURVEY ABSTRACT 90. 409 BRUSHY CREEK WASTEWATER TREAMENT PLANT EXPANSION BRUSHY CREEK WASTEWATER SYSTEM CITY OF ROUND ROCK 35/45 GENPAR LLC WILLIAMSON COUNTY 18 INCH SCUMMY EST ROUND ROCK WASTEWATER INTERCEPTOR GENERALLY LOCATED FROM STATION 52 15.33 TO !STATION 56.001N THE HESTERmS !CROSSING RIGHT OP WAY COUNTY ROAD 1172 RIGHT OF WAY WITHIN LOT 6 BLOCKS IOF THAT CFRTAIN R 0 8 3 1BRUSHY CREEK REGIONAL. WASTEWATER !TREATMENT PLANT WILUAMSON COUNTY BRUSHY CREEK REGIONAL WASTEWATER SYSTEM WILLIAMSON COUNTY BRUSHY CREEK REGIONAL WASTEWATER 1SYSTEM WILLIAMSON COUNTY 1 113tushy Crook Wastowator Systom Williameon 1308017 Brushy Crook Wastowolor Systom Wallamaon County Biushy Crook Wastowolor Syatom Williamson County BRUSHY CREEK REGIONAL WASTEWATER TREATMENT PLANT WILLIAmsoN COUNT' _0 .2 g z .! E a 8 ACCESS EASEMENT RECORDED IN VOL DOCUMENT 90. 2003188168 ACQUISITION a ADDITIONS (INCLUDES LAND FILES) LEASE AGREEMENT FARM PURPOSES NON- PERMANENT CONTRACTS -AGREEMENTS MEMORANDUM OF LEASE AGREEMENT RECORDED IN VOL. DOCUMENT NO, 2004024134 NON -PERMANENT CONTRACTS. AGREEMENTS .F. 0 z-• C Warranty Dood Spacial Warranty Dood GENERAL PROPERTY WARRANTY DEED RECORDED IN VOL DOCUMENT 2003107082 ACQUISITION E ADDITIONS (INCLUDES LAND FILES) 11 6006007960 Graco Tolander Arnold Tolandor Brushy Gonoral Warranty Dood Graco Tolandor Amold Crook Wstor wastewater System Tolondor Brushy Crook Wotor Wo..lowator Sydom 2003 11 5000212632 WWU-06-01 87896 TELANDER. GRACE TELANDER ARNOLD REAL ESTATE CONTRACT PROPERTY ESTATE PURCHASE ACQUISITION 6 ADDITIONS (INCLUDES LAND FILES) 11 6000221564 WWIJ-06-01 91963 35145 LAFRONTERA LIMITED CONVEYANCE OF DOSTING FACILITIES PARTNERSHIP SMALLING WILLIAM S ACQUISITION & ADDITIONS (INCLUDES LAND FILES) 0.9P.I.M.9.0I).0 IPAIRV l-qcetl9,1.. 'I'lar605 Wastewater Treatment plant alto Tho following documonlo lobolod Ham 1 aro allsolotal 60002126431WWU.86.01 87896 ITELANDER, GRACE TELANDER ARNOLD 'ESTATE 1 . 9, 2 2 1 6 g <5 5 1 ,..1. i I - W 1 g g g I . F ; - g 6000212647IWWU-04.03-02 87906 ITELANDER. GRACE TELANDER. ARNOLD ESTATE • • z •E'.• i !City of Austin Scruggs.. 14001s Scruggs, Holon V I ,,. 0 TELANDER, GRACE TELANDER ARNOLD !ESTATE t W o N S H S N 2002048881 g - Vol 788 P9 848 o$o N N cv NO R CV N 4 8 r•I S CV 8 H g u t E q F E w Easomont 388lgnmont 5E 3 O 8 i o o iwE W o tiQ EASEMENT MONor Agroomont BRUSHY GREEK WASTEWATER SYSTEM 'BRUSHY CREEK WATER CONTROL & WILLIAMSON COUNTY IMPROVEMENT DISTRICT 610 1 AVERY C N IJR ROBINSON TERRY LAMAR ROBINSON JUNE ESPENSEN MICHAEL CONDON JOHN K ZIMMERMAN JULIAN H KASH JOHN CLARK ROBERT E ESTATE CLARK LOUIS S DAVIS BILLY C DAVIS RIS J MEISKE ERWIN I WPI Brushy Crook Wostowotor Sysiom WiHlomson SOUTHWEST INTERCEPTOR BRUSHY CREEK County WASTEWATER SYSTEM PROJECT PUBLIC UTIUTY EASEMENTS BY ROYSTON GROUP, LTD VOL 1318 PAGE 715 GERALD BROWN TRUSTEEE VOL 1182 PAGE 397 LESLIE M. FORSMAN VOL 1123 PAGE 325 SOCRATES RETAIL. JOINT VENTURE DOCUMENT NO. .0711 BRUSHY CREEK WASTEWATER SYSTEM ONION BRANCH BRUSHY CREEK WILLIAMSON COUNTY WASTEWATER SYSTEM PROJECT PUBLIC 1UTILITY EASEMENTS GRANTED TO THE CITY OF ROUND ROCK BY LYDIA FULKES VOL 11093 PAGE 808, BY 55 CHISOLM TRAIL VOL i 11050 PAGE 340 BY N.G. WHITLOW VOL 1304 !PAGE 500, BY JAMES N. MEWHORT VOL 'S3UPA. GF BRUSHY CREEK WASTEWATER SYSTEM 'SOUTHWEST INTERCEPTOR BRUSHY CREEK WILUAMSON COUNTY ;WASTEWATER SYSTEM PROJECT PUBLIC UTILITY EASEMENTS GRANTED TO THE CITY • :OF ROUND ROCK BY STELLA EGGER VOL 11268 PAGE 303 RON SANFORD & JACK IPFUNTER VOL 1288 PAGE 042 CLARENCE 'EARL VOL 1286 PAGE 309 VOL 936 PAGE 758 BRUSHY CREEK REGIONAL WASTEWATER !TEXAS NATURAL RESOURCE SYSTEM ROUND ROCK ICONSERVATION COMMISSION !ENVIRONMENTAL PROTECTION AGENCY !MISSOURI PACIFIC RAILROAD UNION 'PACIFIC RAILROAD WILLIAMSON COUNTY ;EAST PLANT SITE 31.372 ACRE TRACT 'DESCRIBED IN DEED RECORDED IN VOL 768 PAGE 848 OUT OF THE JOSEPH MARSHA BRUSHY CREEK REGIONAL WASTEWATER 1GEORGETOWN TITLE COMPANY SYSTEM ROUND ROCK I INCORPORATED BRAZOS RIVER ;'AUTHORITY ROSSOW AUGUST GENE :ROSSOW ELIZABETH MARSHALL JOSEPH 'SURVEY ABSTRACT NO 409 WEST PLANT ;SITE EAST PLANT SITE WILUAMSON :COUNTY WARRANTY DEED ASSIGNMENT 7(1111.81,-P Hoa R1 979 ACRPA Rnor. 1 WASTEWATER UNE EASEMENT& RIGHT OF BBRUSITY CREEK WASTEWATER SYSTEM 'WASTEWATER UNE ESEMENT 1.89 ACRES WA.ILREPOEDED_INVOhDOC.UMENT IWILLIAMSON40UN_TY I1.6011E_OAVIDCU.RRY_S.URKEYL8BSTBACT EASEMENT PURCHASE CONTRACT }BRUSHY CREEK WASTEWATER SYSTEM (WASTEWATER EASEMENT 0.08 ACRES y. V.ASTEWATER.LLNEEASEMENLR WJLLIAMSQN_COUNTY OEIN0_201EELJ.tJ WJ.DTtLINJyE.JACO.B WASTEWATER EASEMENT & RIGHT OF WAY' BRUSHY CREEK WASTEWATER SYSTEMPRINCIPAL RESIDENTIAL MORTGAGE _V.OLDO.CU.M.ENTN0..2Q0.3,00354.2—CONS.ENL $_WILUAMSON_OGUN.TY I1N.0DBP_OFATED_W..ASIEWATER.EASEMENL. LOWER BRUSHY CREEK REGIONAL 'LOWER BRUSHY CREEK REGIONAL ;BRAZOS COLORADO WATER ALLIANCE WASTEWATER FACILITY PLAN PERMANENT I.WASTEWATER SYSTEM WILLIAMSON COUNTY I HUTTO CITY OF ROUND ROCK CITY OF CONTRACTS•AGREEMENTS IAPPUCATION WATER & WASTEWATER PLANNING GRANT TEXAS WATER • DEVELOPMENT BOARD CONTRACT 2001-483• • 390 SEF DOCUMENT 128157 AUSTIN CITY OF !ASSIGNMENT OF CONTRACT INTERESTS ACQUISITION & AODRIONS (INCLUDES LAND FILES) • Round Rock City of Macwoll Nylo : Aool9nmont or EnSomont5 & Pormlls • ROUND ROCK CITY OF MAXWELL NYLE ;ASSIGNMENT OF EASEMENTS 8 PERMITS !VOL DOCUMENT NO. 2002048883 ;ACQUISITION & ADDITIONS (INCLUDES LAND FILES) • • ROUND ROCK CITY OF MAXWELL NYLE ASSIGNMENT OF EASEMENTS 8 PERMITS (VOL DOCUMENT NO. 2002048881 !ACQUISITION & ADDITIONS (INCLUDES LAND :FILES) ROUND ROCK CITY OF BRAZOS RIVER I BILL OF SALE & ASSIGNMENT DOCUMENT AUTHORITY ROUND ROCK NO 9655284 ACQUISITION & ADDITIONS WASTEWATER SYSTEM '(INCLUDES LAND FILES) i• I • (WASTEWATER SYSTEM ASSETS ACQUISITION PURCHASE ACQUISITION & !ADDITIONS (INCLUDES LAND FILES) i I 1 ROUND ROCK CITY OF BRAZOS RIVER AUTHORTY ROUND ROCK WASTEWATER SYSTEM RIDGE HILL INVESTMENTS INCORP_ORATED_KEIT2LGAILSRO5L_,' ROBINSON TERRY LAMAR ROBINSON EDLTH.JUNF W J W go d 41? RUTLEDGE MARY FRANCES RUTLEDGE MARY FRANCES SAULS CLARENCE LORENZA SAULS MILDRED SAULS CLARENCE LORENZE SAULS LMILDREO KRAFVE RICHARD KRAFVE LESLIE KRAFVE RICHARD KRAFVE LESLIE TEXAS WATER DEVELOPMENT BOARD BRAZOS RIVER AUTHORITY W 21 60001586571 W12-06.01 56331 I I 1 I 1 2 H a r N 9 i — e s i �, .p N N ' Ce c 6000238245; W WUA6-01 43898 q§ 11F e e q S 3 q 3 W 600020031 WU-0601 85056 1 60002294231 W WU-06-01 100123 1 60002294221 W WU-06-01 100123 1 I I 60001265941WWU-06.03-01 37469 ' I I . V 0 m r el W C .- N H Q (0 m A BRAZOS COLORADO WATER ALLIANCE I Maator Agreement !not rocordad HUTTO CITY OF ROUND ROCK CITY OF I APPUCATION WATER 0 WASTEWATER I PLANNING GRANT TEXAS WATER I DEVELOPMENT BOARD CONTRACT 2001-483 366 BRAZOS COLORADO WATERALUANCE -MostarAgroomant — net ramrdod HUTTO CITY OF ROUND ROCK cm, OF HARDIN DREW KNOW LES TOMMY• APPLICATION WATER & WASTEWATER PLANNING GRANT TEXAS WATER• DEVELOPMENT BOARD CONTRACT 2001-483•'• 368 AMENDMENT TIME EXTENSION FINAL REPORTT SENTIENEL REAL ESTATE SKEEN ANTHONY i Easomont 2002032201 TRACK NO. 5 024 ACRES IN THE WILEY HARRIS SURVEY ABSTRACT NO. 208 PART OF LOT SA OF STEEPLECHASE DOWNS AMENDING PLAT OF HERITAGE CENTER REPLAT OF LOTS 5, 0. 7, & 8 RECORDED IN t CABINET N. SLIDE 136 OWNER POLICY OF TIT § § k § k § \ g § i | k \ § § k) § § k / { ) 2002070004 TRACK NO. 5 0.24 ACRES IN THE WILEY i Easamont HARRIS SURVEY ABSTRACT N0.290 PART ! OF LOT 5A OF STEEPLECHASE DOWNS AMENDING PLAT OF HERITAGE CENTER REPLAT OF LOTS 5, 6, 7, & 8 RECORDED IN i CA BINEC.N,S..IOE_T3e NATIONS BILL TRUSTEE BRUSHY CREEK IDood 'APARTMENTS LIMITED FRANKLIN SAVINGS ASSOCIATION CONDON JOHN K ZIMMERMAN JULIAN H KASH JOHN CLARK ROBERT E DAVIS BILLY C DAVIS IRIS J FIRST GIBRALTAR BANK F58 MEISKE ERWIN W MEISKE GERTRUDE S KNOXJ 0 HIGk1LAN NATIONS BILL BRUSHY CREEK ;Deed APARTMENTS LIMITED PARTNERSHIP FRANKUN SAVINGS ASSOCIATION CONDON JOHN K ZIMMERMAN JULIAN H KASH JOHN CLARK ROBERT E ESTATE DAVIS BILLY C DAVIS IRIS .1 FIRST GIBRALTAR BANK FOB MEISKE ERWIN W MFICWF l;FCTRI InE c tem k § ¢ § § EASEMENT EASEMENT EASEMENT E \E 33§§33 LOWER BRUSHY CREEK REGIONAL WASTEWATER SYSTEM WILLIAMSON COUNTY LOWER BRUSHY CREEK REGIONAL WASTEWATER SYSTEM WIWAMSON COUNTY 'BRUSHY CREEK WASTEWATER SYSTEM 'WILLIAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY BRUSHY CREEK WILUAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON_CO.IJ t_Y BRUSHY CREEK WASTEWATER SYSTEM W.,ILLIAMSO COUNJ_Y BRUSHY CREEK WASTEWATER SYSTEM W,ILUAMSDN_C.QUNJY BRUSHY CREEK WASTEWATER SYSTEM W..ILLIAMSON_000MY LOWER BRUSHY CREEK REGIONAL WASTEWATER FACIUTY PLAN PERMANENT CONTRACTS -AGREEMENTS LOWER BRUSHY CREEK REGIONAL WASTEWATER FACILITY PLAN PERMANENT CONTRACTS -AGREEMENTS POSYCLOSING DOCUMENTS TUNNEL WASTEWATER EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) TUNNEL WASTEWATER EASEMENT & RIGHT OF WAY WITH TEMPORARY SURFACE & ACCESS RIGHTS RECORDED IN VOL 2002032201 ACQUISITION & ADDITIONS .(INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED FROM THE CITY OF ROUND ROCK TO LCRA CONTRACT NO 6 DOCUMENT NO 9064742 ACQUISITION & ADDMONS (INCLUDES LAND FILES) WARRANTY DEED EASEMENT ASSIGNMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) ABILA CARMEN PENA RICARDO ;CLOSING DOCUMENT ACCESS EASEMENT ALBERTO ACQUSRIO.N.$AODIIIONS_(INCLUDES.L. ND_ ABILA CARMEN PENA RICARDO !EASEMENT PURCHASE CONTRACT ALBELIO "ACQU.ISIJ.ION_&ADDISI.O.NS.INCLUD.ES_LAND_I 7 W WU•06.03.01 37469 'TEXAS WATER DEVELOPMENT BOARD I BRAZOS RIVER AUTHORITY 71 WWU-06-0501 37469 'TEXAS WATER DEVELOPMENT BOARD IBRAZOS RIVER AUTHORITY • IWWU-06-01101406 jACQUIPORT STEEPLECHASE DOWNS 'INCORPORATED ALAMO TITLE :COMPANY 'ACQUIPORT STEEPLECHASE DOWNS INCORPORATED ALAMO TITLE COMPANY l ROUND ROCK CITY OF E JOHNSON BLANCHE V PETERSON LAMBERT ROUND ROCK CITY OF ROUND ROCK CITY OF RSRF FERN BLUFF LP MAGEE BLAKE J FERN BLUFF MUNICIPAL UTILITY I: DISTRICL_BRAZOS.RIV.ERAUTHORLTIL_l: ABILA CARMEN PENA RICARDO ALBERTO '! } PROTESTANT EPISCOPAL CH C.O.UNCILO.F_T.HE.DIO.CESEAI SAGER MARY REGINA ov6Y[[]0111 W WU-06.61 31910 BRUSHY CREEK REGIONAL �I WASTEWATER SYSTEM I I { zy | ° I] 1 W W U-06.61 92623 Ye WWU.06.01 90031 ; ;n n E § 2 / § § 2 § . ) ■ § ! ■ 2 § § 3 : ° ; 2 2 = $ / 3 \ § / / B 2§) 600012720 60001376 § E § k k 7° ; . § B ! - 2 - § - ■ , ■ ■ , § . § . § , 2 . , ; q © ®' 2; 8 8 2 g 2 NY o O A 0.pDp 8 A N m' O1p N g . 2$ S q G q ' BRUSHY CREEK WATER CONTROL & EASEMENT Rolmm:o 1097040781 IMPROVEMENT DISTRICT ROUND ROCK AUSTIN ROUND ROCK WEST LAKE CREEK 1 INTERCEPTOR CONSTRUCTION WASTEWATER TREATMENT PLANT SYSTEM DOCUMENT 9740871 RELEASE 8CK 0 .EARCELJ9..�... BRUSHY CREEK WATER CONTROL & j EASEMENT Roloaso 1990010803 IMPROVEMENT DISTRICT LUTHERAN SOCIAL SERVICE OF TEXAS ROUND ROCK '.• WEST LAKE CREEK INTERCEPTOR • CONSTRUCTION WASTEWATER TREATMENT PLANT SYSTEM DOCUMENT 9918693 .REL EAS.E_YOL.SRo pAG.EIIa9 TRACT NO.438 TRACT NO. 1: 0.01 ACRES '',EASEMENT 2002083420 TRACT NO. 2: 0.15 ACRES 20 FEET WIDE IN THE JACOB M HARRELL SURVEY ABSTRACT I N0.284 & 0.021. 0,007, Q.021.0,007,0.248 0.076 ACRES 1 TEMPORARY CONSTRUCTION EASEMENTS RIGHT OF CONSTRUCTION DATED 08121/20021 EASEMENT PURCHASE CONTR o g N gEF. 2 N a sO ~ 3 W 3 EASEMENT EASEMENT a z a W6 N y W 3 Q ~ Z 3 !TRACT N0.2 0.12 ACRES WILEY HARRIS s.UFV.Ey_ASSIRACS_N0,2A6_20 E003 W(DE TRACT NO. 2 0.12 ACRES WILEY HARRIS S,UftVR ABSTRAG7_N0.29.6_2O.EOOJ_WWJDE- 1HAMMER BILL BROTHER BFFI FR JASON BftOJJiER_ROG.ERS_p.ONN(EBROJA1Eft_ 'HAMMER BILL BROTHER BEELER JASON .j.BBoTj{EEZRoGEI S_09m1Ebf3..018ER- ITRACT NO.6 0.197 1, 0,367 ACRES WILEY ;BARRIS SURV.E'LSBS_TRAC71(0..2469_WNER CI OASTAL BANC COTNER DOUGLAS TRACT IND e_ROUNRROOLCS.QUalWEST 1REGIONS BANK TEXAS HERITAGE BANK ARMOURRA aEtmaL@LSU,E.B,IE.AC_T NO DOCUMENT 9916894 CONTRACT8 ROUND ROCK WEST LAKE CREEK 72' INTERCEPTOR CONSTRUCTION WASTEWATER TREATMENT PLANT SYSTEM DOCUMENT 9740340 EASEMENT 19 WWS TRACT NO.438 TRACT NO. 1: 0.01 ACRES TRACT NO. 2: 0.15 ACRES 20 FEET WIDE IN THE JACOB M HARRELL SURVEY ABSTRACT NO. 284 & 0,021, 0.007, 0.24 & 0.076 ACRES TEMPORARY CONSTRUCTION EASEMENTS BRUSHY CREEK CONTRACTS 20/21 - 451.802IA7/075 BRUSHY CREEK REGIONAL WASTEWATER l HEATON, LADONNA LOIS KURTZ, LOE SYSTEM WILLIAMSON COUNTY 1E01101. LAVONN 0.25 ACRES 2001 FEET IN WIDTH IN THE DAVID CURRY SURVEY. ;ABSTRACT NO. 130 S IN THE JACOB M. HARRELL SURVEY, ABSTRACT NO. 284 PART :OF 10.87 ACRES CONVEYED TO KURTZ IN :VOL 1545 PAGE 282 BRUSHY CREEK !CONTRACT NO. WASTEWATER EASEMENT RECORDED IN 1BRUSITY CREEK REGIONAL WASTEWATER IHEATON. LADONNA LOIS KURTZ. LOE VOL DOCUMENT N0.2002008090 ':SYSTEM WILLIAMSON COUNTY IECHOL LAVONN WASTEWATER LINE ACQUISITION & ADDITIONS (INCLUDES LAND EASEMENT 0.25 ACRES 20m FEET IN WIDTH FILES)!TEMPORARY CONSTRUCTION EASEMENT 0.35 d 0.13 ACRES IN THE DAVID CURRY !SURVEY, ABSTRACT N0. 130 S IN THE JACOB M. HARRELL SURVEY, ABSTRACT N0. 204 PART OF 1 CLOSING DOCUMENT TUNNEL !BRUSHY CREEK WASTEWATER SYSTEM _.__ WpSIE.WATEREAS.EME1,dLAC.QU(SLLTLON.Si_W.,ILLIAM.S.O.�LCOUN.TY TUNNEL WASTEWATER EASEMENT VOL !BRUSHY CREEK WASTEWATER SYSTEM _D000MEN.LNQ.R0.0200256yAC.O.U.I.SLLION_S�LW ILLIAMSON COUN Y CLOSING DOCUMENTS WASTEWATER LINE :8RUSITYCREEK WASTEWATER SYSTEM _EASEMENT'C�C,QU.ISMON_B�AD.DLT,(0NS_W ILLIAMSON.CA.U.KEY WASTEWATER LINE EASEMENT VOL i BRUSHY CREEK WASTEWATER SYSTEM .0,OOUMENZN0.,20020.7.0,788_ACQ.U).SIJJON_ WILLIAMS.ON_COUNTY CLOSING DOCUMENTS WASTEWATER LINE !BRUSHY CREEK WASTEWATER SYSTEM . E9SEMEH.(L9CQUISIT.IO.N-S� .M.W.0NS_ W...ILLIAMS.O.L�IC,O,UNCY WASTEWATER LINE EASEMENT VOL ;BRUSHY CREEK WASTEWATER SYSTEM D.OQUMENT_20020M9.02 AC.QUISiiION. _6 ` iLLIAMS.O.LL000NJY TUNNEL WASTEWATER LINE EASEMENT i BRUSHY CREEK WASTEWATER SYSTEM WCf.H_'(EMeORABy_$U.$FACF SLACCESS!WILUAM.S.O.NCO,U�I,T __- WATER WASTEWATER EASEMENT !BRUSHY CREEK WILLIAMSON COUNTY & 11ISI_XLON_t(,ADDIIION$_((NCLU.DES_L9ND WATER WASTEWATER UNE EASEMENT !BRUSHY CREEK WILLIAMSON COUNTY ACQUISITION S ADDITIONS (INCLUDES LAND FILES) • WATER WASTEWATER LINE EASEMENT !BRUSHY CREEK WILLIAMSON COUNTY ACQUISITION & ADDITIONS (INCLUDES LAND FILES) BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNT WATER WASTEWATER LINE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) CLOSING DOCUMENTS WASTEWATER EASEMENT ACOUISTTION & ADDITIONS (INCLUDES LANO FILES) WASTEWATER EASEMENT & RIGHT OF WAY VOL DOCUMENT NO. 2002083420 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) KUR1 FAMILY TRUST BOGDANY, ; EASEMENT PURCHASE CONTRACT LADONNA LOIS ;PROPERTY ACQUISITION ACQUISITION & ;ADDITIONS (INCLUDES LAND FILES) ' WWU-0601 101404 !PREFERRED STAMPINGS OF TEXAS _f1NCORPORAIED_.R0ODES_WILLIAM-B W WU-06-01 101404 ,PREFERRED STAMPINGS OF TEXAS CO.RP_ORAIEDJiHOOES_WILLIAM_B WWU-06-01 101397E• FAITH MISSIONARY BAPTIST CHURCH OF ' O.UND_ROCIS WWU-06.01 101397 ; FAITH MISSIONARY BAPTIST CHURCH OF :OVND_ROCK WWU-06-01 101305 :HF2M INCORPORATED 8657 ' NCORI0ORAIED WWU-09-01 101390 /HF2M INCORPORATED GROCE TOM WINO -0641 101395 'HF2M INCORPORATED ORINKARD WWU-06-01 34230 ,07286 INCORPORATED RPORATED BRUSHY CREEK 'WASIEWAIERSXSIEM W WU-06-01 34166 ;HF2M INCORPORATED !HF26/1 INCORPORATED NATIONS BILL HF24 INCORPORATED ROUND ROCK 60/40 PARTNERSHIP JOHNSON MARY ANN 1 60/40 PARTNERSHIP 46 60002004081WWU-06.01 85094 I KURTZ FAMILY TRUST BOG DANT, LADONNA LOIS ••• s s W WU-0601 34108 W WU-06.01 101376 R a 1 g s i F ............ ._._...... 9 H m N R N 2 3 A" h 3 g h m O e r o m q€ n g 3 � S � oa 0 e % § I 6000200316:WWU-06-01 85056 SAULS CLARENCE LORENZE SAULS EASEMENT WITHOUT WARRANTY I BRUSHY CREEK WASTEWATER SYSTEMWASTEWATER LINE EASEMENT 1.04 ACRES EASEMENT 2003048597 MILDRED WASTEWATER LINE & TEMPORARY 1WILUAMSON COUNTY I0014615T1NG OF A STRIP OF LAND TWENTY • CONSTRUCTION RECORDED IN VOL j • j(20m) FEET WIDE IN THE DAVID CURRY ;DOCUMENT 2003048597 ACQUISITION & :SURVEY, ABSTRACT NO. 130 & THE ELISHA • (ADDITIONS (INCLUDES LAND FILES) :MCDANIEL SURVEY, ABSTRACT NO. 441 • 1 :TEMPORARY CONSTRUCTION EASEMENT • I ,129 ACRES DAVID CURRY SURVEY, • ;ABSTRACTN N§ K2§ R ® ` . E k \k\k a/k 0,353 ACREWS 15,386 SQUARE FOOT TRACT : EASEMENT 2000011042 OE.IAND P A„HOLDERSU$,V,EY116SXRACT 0.103 acros 4,400.04 squao foot tract WIIoy 1 Eosamont 2001003099 Hams Survoy Abstract No. 298 Umltod TIBo Cort ficalo Tract 21 A 0.05 acres 20 foot wide tract of land ! Eaawmoot 2002072725 !Noy Hards_Surve A. boltactNo_29.BJ1.OttlotLef MA27ET'11 ROBERT F. COMPASS BANK : EASEMENT 2002072725 TIAC7_O.,2.1P OAS_ACRES_B.EIN.G_ZV.'/EN:13" 2.2380 oars John H Dillard Survey Abstract No : Eaoomont 199942399 t79_20_(oo.Lwldo_wasiowotor,oas061.01L Wrusb 0.5407 acros John 14 Dillard Survoy Abotroct No : Eaoomont 9917147 170 3.0 (oo.Lwld4Ymotowalor oaootrt04LCoata 1.4010 nava Arad John N Dl9ord Survey Abetraoti Easomont j 9017144 No_i70_301o9lo1do_woatowatoLoaaomont 0.5709 acros tract John H Dillard Survoy AbaraG(Eaeomont j 199942409 No jz9.301ooLw!da_wactowatoco0oo0100LW. _B.~ 0.7182 anon tract John H 011lord Survoy AbatraCt Eaoomont 9525002 No 179_3.0_fpot_w)do_W.astowatocoasehlOntago 0.6778 sous tract John H 0111ard Survoy Eaoomont 8925093 9bNTaCW.0 179-30_(ootwldo wOStm6KOT 0.1016 scree tract John H Dillard Survey Abstract l Eas0monl 8825091 No179_30(ootwldo_waMowotor_0000mont 1 0.0035o oostract John H DJOard Survoy Abstract!Easomont ( 150942408 E EASEMENT EASEMENT 60001389491WWU-06-01 44471 RYON BEN MCILVAIN WILLIAMS iPERMANENT ACCESS EASEMENT 1 BRUSHY CREEK REGIONAL WASTEWATER 1SUMMERLIN ROBYN IVERSON TRUSTEE (WASTEWATER UNE ACQUISITION IL ;SYSTEM WILLIAMSON COUNTY c UNDER THE WILL OF SUMMERUN MI ADDITIONS (INCLUDES LAND F1LES)i ;SUMMERIJN DOROTHY SPRING GARY P MCMULLEN JULIE K SPRING DAMON :SAMUEL LEAGUE ABSTRACT 170 TRACT NO 1 11.05 BRUSHY CREEK K-1 UNDERGROUND 1 I;2001 01!COMMUNICATION IC TIO FUUNE E�EM� VOL - _ .. _. 1 U 3.1 #`2| /{]a gli |q32 agEg \);§ MI{ N | k ) 7 / �/. k \ ° ` ;TRACK NO. 1 4.02 ACRES WILEY HARRIS 'SURVEY ABSTRACT NO. 269BEING PART OF :LOT 4 OF GEORGETOWN AVENUE 'COMMERCIAL SUBDIVISION SECTION TWO OWNER POUCY OF TITLE INSURANCE !ISSUED BY ALAMO TITLE COMPANY POUCY IND. 33-43-93-5741 FILE NO. 01-7012999 CLOSJNG :TRACK NO. 1 4,02 ACRES WILEY HARRIS I SURVEY ABSTRACT N0.289 BEING PART OF 'LOT 4 OF GEORGETOWN AVENUE !COMMERCIAL SUBDIVISION SECTION TWO :BRUSHY CREEK WASTEWATER SYSTEM I COj T.R6CIS_2WzL451802(47/9Z5 TOWN & COUNTRY ESTATES INCORPORATED KITTS WILLIAM R PRESIDENT LAKE CREEK INTERCEPTOR CONSTRUCTION PIAN MAP FOR (WASTEWATER IMPROVEMENTS LAKE !CREEK INTERCEPTOR SEE FOLDER ID 56318 LEGALFLLEN0_.20,00J2.02 JENNINGS RUTH JENNINGS SAM .ME CREEK INTERCEPTOR SEE FOLDER ID 58318 LEGAL FILE NO, 20.0012,02 HOLDER P A SURVEY ABSTRACT 207 POST -CLOSING DOCUMENTS TEMPORARY ! BRUSHY CREEK WASTEWATER SYSTEM !CONSTRUCTION EASEMENT ACQUISITION & IWIWAMSON COUNTY ;ADDITIONS (INCLUDES LAND FILES) TEMPORARY CONSTRUCTION EASEMENT BRUSHY CREEK WASTEWATER SYSTEM VOL DOCUMENT NO. 2002086177 WILLIAMSON COUNTY ACQUISITION & ADDITIONS (INCLUDES LAND FILES) • PUBLIC UTILITY EASEMENT VOL 1257 PAGE BRUSHY CREEK WASTEWATER SYSTEM 573 WATER UNE EASEMENT SEWER UNE !WILLIAMSON COUNTY EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) • !BRUSHY CREEK WASTEWATER SYSTEM :WILLIAMSON COUNTY BRUSHY CREEK WIWAMSON COUNTY BRUSHY CREEK WILLIAMSON COUNTY ! 2 ) /f !2 )\ » k / k f ! / BRUSHY CREEK WASTEWATER SYSTEM WtLLIAM$.ON COUNTY Brushy Crook Regional Wootowator Syatom Lower eleahv Cfook-ROaional W..a0owdterJolo7opto.(_ Bruohy Crook Regional Waotowalor Systom Lowor 8.4104V_Ctook.ftoalpnol_WaMowatoLlntorc5ptoo. Brushy Crook Rogional Wsotowator Systom Lower B.nlahy_CtooltRoSIpaaLW, •aolowatoltntorcoetor_ Brushy Crook Regional WaotowolorSyatom Lowor B.Natrv_Ct0&76711otwl_0aotO W9lOC1910190pIQ1-__. Brushy Crook Roglonol Wostowdtor Systom Lower enlahv_C1.001.(3PaIpnoUN040ymtoUntotaogio Bauohy Crook Roglonol Wastowator Syotom Lowor HNah'! CJ00.1000bn01_ .41802tltoLlator00sIO,L, Brushy Crook Rogionol Wastewater Systom Lowor 8tuobY_Cco 4.Eo01onalWastowator_tntorcoato Brushy Crook Rogionol Waxtowotor Syotom Lower PUBLIC UTILITY EASEMENT VOL 1250 PAGE 1734 WATER LINE SEWER UNE 50 FOOT WIDE TEMPORARY CONSTRUCTION EASEMENT ACQUISITION & ADDITIONS _(INCL,l1DES_LAND FILES) RELEASE OF EASEMENT VOL DOCUMENT .N.O 200000.o3y_CO_LCRB.DAT_ED_02.22.2000 WATER & WASTEWATER EASEMENT VOL DOCUMENLN0,.2000011042_BCQUIS.I.LION_3�, Temporary Construction Easomont Tunnol Waatowator Eacomont TUNNEL WASTEWATER EASEMENT VOL D3CUMENZ110,,20.020.72725_4=8.S.LZ(014& Wastowator Easement \ 1 \ ) ! Waotowatar Eaoemont Wootowator Eosomont W oatowetor Easement Wastovmtor Easomont 'Uraniaon Jono City of Codar Park IWastowater Easomum I'. k| tryoo m.4)i:WYYWe6V1 101407 BLUEBONNET TRAILS COMMUNITY MENTAL. HEALTH L MENTAL RETARDATION CENTER 1 W W U-06-01 101407 j BLUEBONNET TRAILS COMMUNITY MENTAL HEALTH & MENTAL RETARDATION CENTER : W WU-06.01 90029 j ROUND ROCK CITY OF I � 1 1 I , & o/ . § % k W WU.06A1 34306 : LENNAR HOMES OF TEXAS LAND & `CONSTRUCXJONJ.IMISED_EA75NERSHI • W W U-06-01 34706 I LENNAR HOMES OF TDCAS LAND & IC.ONSIRUC'0DJ .LIMLTED_PAR7:NERSHIP IMcConlco, Potmno5a J. Brushy Crook Ventura LLC WWU.06.41 102488 ;BRUSHY CREEK VENTURE LLC ATKINS RICHARD • ;Walsh Chrlutophor Lynn Clty of Codar P_ar !Costa Famtly Trust Costa Jack City of 1Cedar_eatk I Dermis Richard A Donal& Cynthia City I.oLCodarEark POugorAllco M Wales Mary E Andorson Thomao_W. _City_of.CedacEfuk--_____. _ !Mao Ltd City of Cedar Park Aline Ltd Brown Gary F Clty of Codar tar)c . _ _ ` r. /§!\ƒk \ ) �... ) ! | ! | B § ; § 2 3 § B k ; 2 ! § n§.. a § ,, § § B § k a k a ! , B§) 8 m 2 © ft- r _ ■ . . . . - 8 8 a 9000015307 )Borho John M City of Cedar Park WOatowator Easement Brushy Crook Regional Wadowator System Lower 10.4927 acro¢ tract John H Dillard Survoy Abotract Easomont i 199942405 Bnwhy Crook Regional Waslowotor Intorcoptor No 17930 foot wtdo wactowator oasomom Borho W IllIomson County 7roct_Porcol 10 8000015388 IGafoway Katherina M Wlsoman Suo M Wastawator Easomont I Brushy Crook R0910al Wootowator Systom Lowor 0.0096 acres tract John H bilked Survoy Abstract Easomont 199942404 1.-o(Godar_P00J ,_;pruehv_Crools.BoOiogoLWoetowarectotoMoP.tor�NO>70_3RfooLwldo_wacto.W.etorgosomopt 600013410711WWU-06,01 43966 IR & R JOINT VENTURE LIMITED WASTEWATER EASEMENT VOL DOCUMENT BRUSHY CREEK REGIONAL WASTEWATER LEWIS R KIP HARRELL JACOB M SURVEY EASEMENT 2000001345 PARTNERSHIP 2000001345 ACQUISITION & ADDITIONS ;SYSTEM SOUTHWEST INTERCEPTOR (ABSTRACT 284 WIWAMSON COUNTY i (INCLUDES LAND FILES) [COMMUNICATION LINES EASEMENT 1,297 'ACRES sooty 47t5'W WU-06.01 89980 RSRF FERN BLUFF LP MAGEE BLAKE .1 'WASTEWATER EASEMENT VOL DOCUMENT 'BRUSHY CREEK WASTEWATER SYSTEM "BLAKE MAGEE COMPANY BRAZOS RNER EASEMENT 2001064709 NO. 2001064789 ACQUISITION & ADDITIONS ' W I WAMSON COUNTY AUTHORITY 0.150 ACRES PORTION OF LAND ((INCLUDES LAND FILES) ! CONVEYED TO RSRF FERN BLUFF BY DEED • RECORDED IN VOL 2857 PAGE 057 LEGAL 8000000126"¢arae as next mcord ! Watkor, Haan W. ! E(LE_N0�2,0.001,L02 i Wadowo(or EO0omont & Right of Way ;Brushy Crook W ostowator $ystom Williamson ':0,087 acres 3,811 equoro foot tract PA Holder Eaeomont 2001083908 I annnoom.eiun.a,.,, ,.,. �_ _......... unty ...-....ICo_ 1.,a,,,n,a,r Ansr.,,, a,, aa, " \ § ) 20020281821 2002013600 2002027381 2002010500 , ° k o \ 36 2 6 6 2 ) ]! k k| k ig! ® k ; § 7 ROUND ROCK CITY OF MAXWELL NYLE 'WASTEWATER EASEMENT& RIGHT OF WAY'BRUSHY CREEK WASTEWATER SYSTEM :ONION BRANCH A TRACT OF LAND •VOL DOCUMENT 2002048082 ACQUISITION & WILLIAMSON COUNTY i CONSISTING OF A STRIP FIFTEEN FEET IN ADDITIONS (INCLUDES LAND FILES) I !WIDTH GENERALLY LOCATED SEVEN ONE - I ;HALF FEET ON EITHER SIDE OF AN EXISTING • • 1 18 INCH GRAVITY WASTEWATER • `INTERCEPTOR UNE BEING CONVEYED BY ;GRANTOR TO GRANTEE BY BILL OF SALE & 'ASSJGNMENLOV= ROUND ROCK CITY OF STLUKA ROBERT ;WASTEWATER EASEMENTS RIGHT OF WAY 1SOUTHWEST INTERCEPTOR BRUSHY CREEK i EASEMENT NO. B-3 8-4 B-5 & 0-1 0.330 A (VOL DOCUMENT N0.2001053432 1 WASTEWATER SYSTEM ACRES P.A. HOLDER SURVEY ABSTRACT 'ACQUISITION S ADDITIONS (INCLUDES LAND( IN0. 297 0.333 ACRES 0.022 ACRES WILEY ,FILES) 'HARRIS SURVEY N0.298 0,133 ACRES :WILEY HARRIS SURVEY NO. 208 I :WILLIAMSON COUNTY PARCEL NO. 1018.058 'WASTEWATER LINES MAY INCLUDE WILLIAMSON COUNTY, TRUSTEE ROUND 'WASTEWATER EASEMENT & RIGHT OF WAY 'ROUND ROCK SOUTHWEST INTERCEPTOR ROUND ROCK INDEPENDENT SCHOOL RO.CKCLTYOF VOL_DOC.UMEt4LN0.20.07.05.3433'BRU.SyYOREEK-WAS7E"./,QZEF.ASY-SZEM fDLSTRI.CLEASEMF.L4.LIV0„B:-1,A.,002..1.AC.RES., ROUND ROCK CRY OF STLUKA ROBERT 'WASTEWATER EASEMENT 2 RIGHT OF WAY 1 ROUND ROCK SOUTHWEST INTERCEPTOR ROBERT NASSO 0.017 ACRES WILEY A JR VOL DOCUMENT NO, 2002001420 !PHASE C TRACT 3-A BRUSHY CREED( 'HARRIS SURVEY ABSTRACT NO. 298 'ACQUISITION & ADDITIONS (INCLUDES LAND 1WASTEWATER SYSTEM 'WILLIAMSON COUNTY PARCEL NO. 101005A FILES) I 'WASTEWATER MAINS MAY INCLUDE '0 OMM,UN,(CATJOS&L1NES Corona Johnny R Corona Iron* ABN IWootowolor Easomont and Right of Way - Clodngi Brushy Crook Wadowator Sydom Williamson 10,04 amps 20 footvrido Wostmvator Eaaomont AMROJIOItaaa0_Gtou9Jntorooratot._„ FDoamogt0 !County t000-actosio200070ly_ConstN0lio0.E9o0010. Corona Nora C Individually and as I Wadowator Easement and Right of Way - Cloning; Brushy Crook Wootowotor SyotomWlltiomson 10.05 000* 20 foot vide Wastowotor Eaaemont Ian000fdontEXocutric_oLtho09tato_of IDOCIAteente 'C.ounty 10_0.6_ottoo-Iompoxaa_Co9dwdlon,EWom101_ Transom George In Transom Thorooa G iWodowalor Uno & Right of Way & Accese !Brushy Crook Wastowator Systom Williamson ;Brushy Crook 20- 21 Tract 41 A 0.15 Temporary LEasvmo0L:.CJositw_O.00unlonto VoLDnoomnnnt_ County 'Cooet0uQ0n_Eaoomon16o6 0croo Tomporoty City of Round Rock Stloka, Robert A.Jr. ' W odowator Lino S Right of Way Across Brushy Crook Wastowotor System W iii omson 1Woolowolor Lino 0.05 Acres Temporary IE000mont 'county ICondrucllon Eosemont 1.21 Acres Across (Eosomotn 0.41 Acros WIloy Harrla Survoy 'Abttroct2,89 Tho City of Round Rock Tons Stluk.a 'Wastowotor Lino and Right of Way and AcorniBmshy Crook Wootowator Syslom Williamson i Brushy Crook 20- 21 Tract 24 A 0.17A0oa 20m1 Robert AJr IE000mont Oocumont No. 2002019503 !County 'foot wide Waotowater Llno Easomont 0.23 Acres I 'Acorn's Easomont Jacob M Harroll Survoy IAbotract No. 264 Austin 1190 Company Closing I Documonts Ownorma Policy of Tlda lnsumnco I Ilawyom Title Insurance Corp CH ouwurszlu,WWU-06u1 34300 WARNER PHILLIP W WARNER GRACE (WASTEWATER UNE EASEMENT 'BRUSHY CREEK WILLIAMSON COUNTY 'BRUSHY CREEK WATER CONTROL & I AENN ACQUISITION &ADDITIONS (INCLUDES LAND ' LIIMPROVEMENT DISTRICT 1 MILAN COUNTY FILES) ;VOL 1876 PAGE 870 ACCESS EASEMENT COM:RAp7 e s8 6000127045WWU-06-01 37602 ROBINSON LAND LIMITED PARTNERSHIP ;WASTEWATER UNE EASEMENT I BRUSHY CREEK REGIONAL WASTEWATER ;ROBINSON RANCH GER 1999 LIMITED I ROBINSON 1992 LANG UNITED ACQUISITION & ADDITIONS (INCLUDES LAND SYSTEM SOUTHWEST INTERCEPTOR ;PARTNERSHIP WILLIAMSON COUNTY PARTNPRSHIP ;FILES) DOCUMENT VOL 169085501 ) / } ! . B o{ § g 8 8! § } (1 § B } ... § e § - 8888 ` k ��®I 8 ( ic P m : K. £ a a; 8; 8 8 33 g City of Round Rock Maxwell Nyle IWaotowator Lino Easomont Documont No. 'Brushy Crook Wastowator Syrdom Williamson 'Tract 58 A 0.12 ACroa Wastowator Uno Eaoomont 2003054035 ;2003054035 City of Round Rock County E000mont & 0.001 Acroo Wastewater Uno Eaoomont 0.38Aeroa 0.03 0.01 Acme 7omporwy Construction Eosomont DovN Curry Survoy Abstract No 130 Portion of Lot 61 Block O calla' 10.089 ACMM0 Ond Loboted Park Land 'EASEMENT Vol 1819 PG 342 EASEMENT 2002079788 EASEMENT 2003041490 EASEMENT 2003041490 N N 2001004788 1998074954 a i EASEMENT Vol 883 PG 288 RABB PARK WASTEWATER INTERCEPTOR 'EASEMENT 1998076160 DOCUMENT 9876160 RESOLUTION R-98.11- j 12-10M EASEMENT PARCEL 8.31 CO,NTRAC7 6 DILLARD JOHN H SURVEY ABSTRACT 179 EASEMENT 1999083742 RATHGEBER INVESTMENT COMPANY UMITED TRACT VOL 199883742 CONTRACT 1, 1PBS&J 440200.00 0101 TEMPORARY CO,NSTRUC:iIONEASEMENT DILLARD J H SURVEY 170 WILSON WILL ;EASEMENT 1900074254 J.000,E VOt�1.0o974.Z5a_CONSJ..ACTjA_ DILLARD JOHN H SURVEY ABSTRACT NO 178; EASEMENT 1900489636 CONIRACT_2_VOJ,.199948.936_5,51 JOO DILLLARD JOHN SURVEY ABSTRACT 179 "EASEMENT 1999033468 PBSJ_AV_EIKCJQ W S VQL_j0o633400 AVERY JOHN S DILLARD JOHN H SURVEY ;EASEMENT ! 1900033469 ABSTRACT 179 RATHGEBER INVESTMENT COMPANY LIMITED VOL 199933489 CONTRACT 2 PBSSJ JOB NO 19011-11 TEMPORARY CONSTEUC LICN-EAS.EM.ENT AVERY OH5 DILLARD JOHN H SURVEY "EASEMENT 2000002638 ABSTRACT 179 VOL 109033489 CONTRACT 2i VOL 2000002038 EASEMENT RELEASE DAMON SAMUEL LEAGUE SURVEY EASEMENT 1990074253 ABSTRACT 170 RATHGEBER INVESTMENT COMPANY LIMITED PARTNERSHIP PEBBLE CREEK PBS&J JOB NO 440802,00 0101 VOL 199974253 CONTRACT 1' TEMPORARY 12 (L W ( W Q W d§ W QW W BRUSHY CREEK WILLIAMSON COUNTY "TEMPORARY CONSTRUCTION EASEMENT 1 VOL 1619 PAGE 342 BRUSHY CREEK WASTEWATER SYSTEM I HAMMER BILL BROTHER BEELER JASON „WJLLIAMSQN_CQU V 'BROSNESJtQOF 0-ONNE-BROTHER_ BRUSHY CREEK WASTEWATER SYSTEM TRACT NO. 43A.1 0.08 ACRES OF LAND W. IU IAMS,O44_000NT.Y BEING•20 F-EELW(DEJJ:LTHEJL\CO9-M�_ N BRUSHY CREEK WASTEWATER SYSTEM 'TRACT NO. 43A.1 0.08 ACRES OF LAND INJ.Lua_ MSO.N-EK LY ;BEING 20.EEELW I SQUARE FO QO.B M_ BRUSHY CREEK WASTEWATER SYSTEM 0.048 ACRES 2.113 SQUARE FOOT TRACT OF SOUTHWEST INERCEPTOR I LAND IN THE WILEY HARRIS SURVEY 'ABSTRACT NO 288 & THE J M HARREL !SURVEY ABSTRACT NO 284 WILLIAMSON COUNTY BEING A PORTION OF LOT 4 OF ;THE HUNTERS RIDGE SUBDIVISION ;CONVEYED TO GOLDEN SHAMROCK REALTY IRECORO.ED 1.11.1/•1 MSP INCORPORATED GROCETOM ;WASTEWATER LINE EASEMENT VOL BRUSHY CREEK WASTEWATER SYSTE 'COASTAL 8 ROUND ND G SOU DOUGLAS TRACT :DOCUMENT 2002044981 ACQUISITION & WILLIAMSON COUNTY )NO. 8 ROUND ROCK SOUTHWEST ADDITIONS (INCLUDES LAND FILES) !INTERCEPTOR PHASE 0, TRACT NO. 04 :0.197 ACRES WILEY HARRIS SURVEY ;ABSTRACT NO. 298 PORTION OF LOT 1 BLOCK B MAYS CROSSING SUBDIVISION ''CONSENT & JOINDER OF MORTGAGEE • RSRF FERN BLUFF LP MAGEE BLAKE J I WASTWATER EASEMENT VOL DOCUMENT ' BRUSHY CREEK WASTEWATER SYSTEM IBFLAKE MAGEE COMPANYCBSRAZOS RR/ER ;NO. 2001064786 ACQUISITION S ADDITIONS 1WILLIAMSON COUNTY ;AUTHORITY 0.149 ACRES CONVEYED TO '(INCLUDES LAND FILES) 1 ;FERN BLUFF DEED RECORDED IN VOL 2657 PACE 857 LEGAL FILE NO _ SANITARY GEORGETOWN AVENUE JOINT VENTURE WATER WASTEWATER EASEMENT ;BRUSHY CREEK WILLIAMSON COUNTY LEWISIJOHN COMPANY SANITARY SEWER BRUSHY CREEK WASTEWATER SYSTEM ACQUISITION & ADDITIONS (INCLUDES LANG "EASEMENT DOCUMENT 9874854 "FILES) IC0ISTBACT 8 GEORGETOWN AVENUE JOINT VENTURE (WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY 'STARK OSCAR SANITARY SEWER TUNNEL BRUSHY CREEK WASTEWATER SYSTEM `ACQUISITION & ADDITIONS (INCLUDES LAND ACCESS SHAFT EASEMENT VOL 1843 PAGE .FJLES) 1344 CQNLRACLB GEORGETOWN AVENUE JOINT VENTURE 'WATER WASTEWATER EASEMENT I BRUSHY CREEK WILLIAMSON COUNTY STARK OSCAR ROUND.ROCK CITY OF BRUSHY CREEK WASTEWATER SYSTEM ACQUISITION & ADDITIONS (INCLUDES LAND PUBLIC UTILITY EASEMENT SEWER LINE FILES) I EASEMENT VOL 883 PAGE 288 CONTRACT 6 ' I WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY ACQUISITION S ADDITIONS (INCLUDES LAND 1 FILES) WATER WASTEWATER EASEMENT (BRUSHY CREEK WILLIAMSON COUNTY ACQUISITION & ADDITIONS (INCLUDES LAND ! 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WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY AC.QULSLT.LO.N-&ADDIUONS_(LNCLVDES-LAND Z 0 O 0 2 O 1 3 W K U )- WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY ACQUISITION S ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY ACQUISITION $ ADDITIONS (INCLUDES LAND FILES) ! 09 e66WWU-06•ui 0o,o4 PEBBL0CREEK JOINT VENTURE WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY I ACQUISITION S ADDITIONS (INCLUDES LAND I PILES) BRUSHY CREEK APARTMENTS LIMITED ;WASTEWATER LINE EASEMENT DONATION PARTNERSHIP !DEED ACQUISITION $ ADDITIONS "(INCLUDES LAND FILES) FAITH MISSIONARY BAPTIST CHURCH OF' WASTEWATER LINE EASEMENT VOL _ROUND _ROCK +cUMENTNO 20.0207876,�A000ISITION JOHNNSON JAMES DANIEL JOHNSON I WASTEWATER LINE EASEMENT & RIGHT OF • JEANEli WA.Y_RECORD.EDJN V05..P000MENT JOHNNSON JAMES DANIEL JOHNSON 'WASTEWATER LINE EASEMENT ACQUISMON -,JEANEkL 1005.UMENCSJI000)SgtON_F.DDIMION$ GOLDEN SHAMROCK REALTY 'WASTEWATER LINE EASEMENT RECORDED INCORPORATED MCCORMACK JOHN M I IN VOL DOCUMENT NO 20030011848 IACQUISITION S ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER EASEMENT AC QUJSIUON_&GADOIUCNS (INCLUDES LAND ouuuu.un2l nYlu•00•u1 .wo12 !ROUND ROCK CITY OF I 6000097865JWWU•06.01 36153 ! PEBBLE CREEK JOINT VENTURE I 1 600009790aIWWU•06-01 36156 WILSONLAND&CATTLE COMPANY 6000097909f1WWU-06.01 36160 :CEDAR PARK CITY OF 6000097858WWU-06.01 36151 ;AVERY RANCH COMPANY LIMITED . AVER'LCHALRES_N 1J rw ouuuas/OW WWU-0601 36152 :PEBBLE CREEK JOINT VENTURE 108 6000097864 WWU•06.01 36152 !PEBBLE CREEK JOINT VENTURE 107 6000 7 �.....----'-- r 4 ip _ q i3i4 n 0 3 3y 1 3 $.' N s' 3 b 4 i ------- N iii 5 1---._._ .. 8 ouuun.ria: rvWU•n84% 89979 8000079003 W WU-08-01 34229 6000076195 WWU•0641 34229 a'{ ea1 H of g 3 g N 8 8 8 o S 8 g 8 8 m I8 8 8 g 8 S H• 3 L w ;BRUSHY CREEK WILLIAMSON COUNTY ;DILLARD JOHN H SURVEY ABSTRACT 179 EASEMENT 1998042137 ;WILSON WILL TRACT VOL 199942137 ;CONTRACT 2 SRI JOB NO 19011-03 TEMPORARY CONSTRUCTION EASEMENT tACCESSEASEME@IT BRUSHY CREEK WILLIAMSON COUNTY I DILL1RD J H SURVEY ABSTRACT 179 VOL EASEMENT 1999004778 190984778 CONTRACT 2 K 2 EXTENSION CONTRACT 1 TEMPORARY CONSTRUCTION EASEMENT BRUSHY CREEK WILLIAMSON COUNTY IDILLLARD JOHN H SURVEY ABSTRACT 179 EASEMENT 2000002627 I PBSJ AVERY JOHN S CONTRACT 3 EASEMENT RELEASE VOL 2000002837 VOL 1.90673408 BRUSHY CREEK WILLIAMSON COUNTY ; VOL 1819 PAGE 308 TEMPORARY WORKING EASEMENT Vol 1619 PG 308 SPACE EASEMENT EASEMENT !ASSIGNMENT CONTRACT 3 u a Vol 1711 PG 752 VOL 1762 PG 437 a gS r N 3 o N 8 r a r �z5 fy 3 X 08 N g N o$-6 8 N r N 2000011040 1097047895 yaW W W EASEMENT 64;1=001 6 y EASEMENT Eusoment a 1 EASEMENT EASEMENT Q 3 N � y "`Io 0 vara4 00'0U6891 36178 BRUSHY CREEK WATER CONTROL & !WATER WASTEWATER EASEMENT BRUSHY CREEK WILLIAMSON COUNTY •REYNOLDS BARNEY DILLARD JOHN IMPROVEMENT D1STRlCT NBLBURN 'SANITARY SEWER EASEMENT ACQUISITION iSURVEYABSTRACT 179 TEMPORARY INVESTMENTS INCORPORATED •& ADDITIONS (INCLUDES LAND FILES) WORKING SPACE EASEMENT VOL 1910 I PAGE304_CON rACL3 113; 8000221674!WWU-08-01 36177 HY-LAND NORTH JOINT VENTURE !WATER WASTEWATER EASEMENT BRUSHY CREEK WILUAMSON COUNTY I EPHRAIM EVANS SURVEY ABSTRACT NO 212 I 1 WILLIAM COUNTY MUNICIPAL UTILITY SANITARY SEWER UNE EASEMENT !VOL 1711 PAGE 752 LEGAL FILE 20.1012,02 I DISTRICT NO 9 ;ACQUISITION & ADDITIONS (INCLUDES LAND -.--4 !FILES) I 1141 8000221575IWWU-06-01 36177 BREHRENS ONIE LOREE WILLIAM .WATER WASTEWATER EASEMENT BRUSHY CREEK WILUAMSON COUNTY EPHRAIM EVANS SURVEY ABSTRACT NO 212 ! COUNTY MUNICIPAL UTILITY DISTRICT !SANITARY SEWER LINE EASEMENT !WILLIAM KINIVUD SURVEY ABSTRACT N0. NO 9 ;ACQUISITION & ADDITIONS (INCLUDES LAND 1374 DAVID CURRY SURVEY ABSTRACT NO. 'FILES) 11130 VOL 1762 PAGE 437 LEGAL FILE ' 2.0.,1912.02 115 6000097917WWU-06.84 36168 BRUSHY CREEK WATER CONTROL & 'WATER WASTEWATER EASEMENT I BRUSHY CREEK WILLIAMSON COUNTY !DILLARD JOHN H SURVEY 179 BRUSHY IMPROVEMENT DISTRICT HY LAND !TEMPORARY WORKING SPACE EASEMENT I ;CREEK SUBDIVISION SECTION 1 SANITARY JOINT VENTURE ;ACQUISITION & ADDITIONS (INCLUDES LAND I !SEWER EASEMENT EASEMENT • ; FILES) 1 ?ASSIGNMENT CONTRACT3 VOL 1610 PAGE _?313 6.118A JOB 1405813.11 EASEMENT I ! INEORMATI,p, l 116 2092580005 !same as 255 Williams BJ 1Wator & Wadowator Eaoomont Documont No, 1001011y Crook Wastewater Syalom Williamson "Chandler Crook Ph000 2 Tract A 78 aquae 1.120010 176 !County ' P A Holdor Survoy-Abstract No. 297 117 8000243340!WWU06-01 102840 WILLIAM B. J. 'WATER & WASTEWATER EASEMENT VOL '. BRUSHY CREEK WASTEWATER SYSTEM X78 SQUARE FOOT TRACT OF LAND P.A. !DOCUMENT NO. 2001023179 ACQUISITION & ;WILLIAMSON COUNTY ;HOLDER SURVEY ABSTRACT NO. 297 !ADDITIONS (INCLUDES LAND FILES) 1 ;PORTION OF 10&088 ACRES DEED TO 9.J, i ;WILLIAMS DOCUMENT NO. 109044311 RIMS 118 20625900081samo as 254 ;Williams BJ IWator& Wastewater FAsomont Documont No, !BrushyCrook WastowatorS ' Chander hasp6.61G Tract yNom Williamson Chandler Crook Phaco 2 TraU A 3.720 acraa P A ,199987.741_ ,C9.66t7...... . J5oldor_S.ervo7A-batr90LNo..297 719 60002433511WWU-0601 192840 ;WILLIAM B. J. WATER & WASTEWATER EASEMENT VOL ;BRUSHY CREEK WASTEWATER SYSTEM 13.726 ACRES 162,288 SQUARE FOOT TRACT I 1 OOgU1 EN7_E9 190963241 A000(Smo(t3__WELIBMSONCOUL{LY IQELAND_E,9.N.OLDEE_S-U.RVE _AB8YR&CT 120 80000020281 1014 Sottlors Association 09 Willlamson Water & Wastowator Easomont & Right of Way ;Brushy Crook Water S Wan/Pastor Syatom 1566 aqu0r0 foot P. A. Hoidor Surooy Abstract No. CouOtY :ChadieCC.roo/L_W IIomeon_Coun(r !29z___ 121 69502406921WWU-66-01 102474 !GRIFFIN MICHAEL GLENN GRIFFIN WATER & WASTEWATER EASEMENT & RIGHTBRUSITY CREEK WASTEWATER SYSTEM 10.010 ACRES 430 SQUARE FOOT TRACT PA. CARRIELOU15E QFW-ALVO.L000UMEN:T.2000.0394D4 'WILLIAMS.O.NCQU,NA' 1HO,LD.ER-$U-VERYABSTEACT110�297_HEI,NG_ 122 2062560018; 3r1041, Michael Glenn Griffin Carrie Loulae Wotor & Wostowator Easement Vol Documont ;Brushy Crook Wastowotor Systom Williamson 10.010 acres & WatorS Wastewater Eaoomont 1 200.00.019494 ',Count JV.OLD°.ata90t20.0.10.3.a24.adrBOA 0403/3001284 123 60002406531WWU-06-01 102474 GRIFFIN MICHAEL GLENN GRIFFIN WATER & WASTEWATER EASEMENT & RIGHT BRUSHY CREEK WASTEWATER SYSTEM 1264 SQUARE FOOT TRACT OF LAND CARRtELO.UISE OFWAYV-OLQO-CUMEN7zoo1.05o248 IWILLIAM,SO.LJCO,U,N,LY S.f,IUAYED-1NTkiEP HQLOEF,L3,URVE:C.-_. 124 60002407231WWU-0601 102476 (CLARK FAMILY RESIDENCE TRUST WATER & WASTEWATER EASEMENT !BRUSHY CREEK WASTEWATER SYSTEM !CLARK EDWIN H TRUSTEE CLARK BARBARA DOto MENT_Nwalor E oomon ,B.C.Q Documont !Brushy W 00)JTY ITE431EEAS 8 Wo RES 410 S wotor EooOCL,_ 125 2062560021 j name as 259 ! Clark Family Roe/dense Trust WOtor & Wastewater Eaoomont Vol Document ! Brushy Crook W astowator System Williamson 10.010 acres and Wotor & Wastewater Eosomont 20°301940.5 'county VoLDocutt oot20910.3.eoe47 o o10_ocros-259 126 6000240724IWWU-06-01 102476 ;CLARK FAMILY RESIDENCE TRUST WATER & WASTEWATER EASEMENT i BRUSHY CREEK WASTEWATER SYSTEM ;CLARK EDWIN H TRUSTEE CLARK BARBARA I 1 DOCUMENT NO. 2001030247 ACQUISITION iWILUAMSON COUNTY TRUSTEE 259 SQUARE FOOT TRACT OF • ADDITIONS (INCLUDES LAND FILES) LAND PA. HOLDER SURVEY ABSTRACT NO. 1 297 CHANDLER CREEK PHASE I PROJECT RIMS PROJECT TRACKING 140.20091263 IN EDMS 127 6000079205 WWU-06-01 34305 :M & M EQUITIES IV INCORPORATED WATER & WASTEWATER LINE EASEMENT 'BRUSHY CREEK WILLIAMSON COUNTY DOCUMENT 2000011040 EASEMENT 8.28 ACQUISITION &A0OITIONS (INCLUDES LAND I 128 6000078875 W WU-06-01 34167 I S THREE AUSTIN CREEK LIMITED WAT R AND WASTEWATER LINE EASEMENT (BRUSHY CREEK WI WTY AMSON COUNT' ROUND ROCK WEST LAKE CREEK [ ACQUISITION & ADDITIONS (INCLUDES LAND INTERCEPTOR CONSTURCTION FILES) WASTEWATER TREATMENT PLANT SYSTEM 1 I DOCUMENT 9747665 EASEMENT 20 WW ! CONTRACT a WILSON LAND & CATTLE COMPANY 1 WATER WASTEWATER EASEMENT !ACQUISITION Z. ADDITIONS (INCLUDES LAND FILES) CPAAR PARK CITY OF }WATER WASTEWATER EASEMENT ACQUISITION & AOOI71ONS (INCLUDES LAND !FILES) AVERY RANCH COMPANY LIMITED (WATER WASTEWATER EASEMENT AVERY CHALRES N 111 'CONTRACT 2 ACQUISITION & ADDITIONS ;(INCLUDES LAND FILES) BRUSHY CREEK WATER CONTROL & jWATER WASTEWATER EASEMENT IMPROVEMENT DISTRICT W&UAMSON !SANITARY SEWER EASEMENT ACQUISITION COUNTY MUNICIPAL UTILITY DISTRICT 2 I& ADDITIONS (INCLUDES LAND FILES) E s s s AAU 1nr NF b sr r s ' lE 8 Sii DAVIS MARION DICK BRUSHY CREEK s EASEMENT ;Vol 1619 PG 349 WATER CONTROL AND IMPROVEMENT ; DISTRICT ROUND ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM; VOL 1619 PAGE 349 EASEMENT21 OONTIi& 8 CJ• ROUND ROCK WEST LAKE CREEK EASEMENT 1907018211 INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM DOCUMENT 9716211 EASEMENT22 CONTRACT 8 CAILAWAY DEVELOPMENT CORP ROUND EASEMENT VOL 1019 PG 301 ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1619 PQG.E301_EASEMENT23_MN' W:CO CALIAWAY DEVELOPMENT CORP BRUSHY EASEMENT (VOL 1891 PG 103 CREEK WATER CONTROL ANO IMPROVEMENT DISTRICT ROUND ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1891 AGE103 EAS);M.ENT24 C.ON_T.RBC7 6 BRUSH CREEK WATER CONTROL AND (EASEMENT VOL 1019 PG 307 IMPROVEMENT DISTRICT ROUND ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1019 AG _SO7_EAS.EMENT25_C.ONAtACJ_8 BRUSHY CREEK WATER CONTROL AND EASEMENT VOL 1019 PG 372 IMPROVEMENT DISTRICT ROUND ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1819 :E6 EE37ZEASEME)1LL26 • BRUSHY CREEK WATER CONTROL AND EASEMENT 2000004885 IMPROVEMENT DISTRICT M & M EQUITIES INCORPORATED AUSTIN ROUND ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1619 PAGE 372 DOCUMENT 2000004865 RELEASE EASEMEN72a CONTRAC S 8 N WATER WASTEWATER UNE EASEMENT t BRUSHY CREEK WILLIAMSON COUNTY (BRUSHY CREEK WATER CONTROL AND EASEMENT VOL 1878 PAGE ACQUISITION & ADDITIONS (INCLUDES LAND i IMPROVEMENT DISTRICT 1 ROUND ROCK 856 FILES) WEST LAKE CREEK LAKE CREEK CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1878 E 1GE95 85S_E 501.EN T27 WATER WASTEWATER UNE EASEMENT BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WATER CONTROL AND (EASEMENT VOL 187B PAGE ACQUISITION & ADDITIONS (INCLUDES LAND ; IMPROVEMENT DISTRICT 1 HIGHLAND I 848 FILES) MANAGEMENT INCORPORATED ROUND ROCK LAKE CREEK INTERCEPTOR • CONSTRUCTION WATER WASTEWATER• TREATMENT PLANT SYSTEM VOL 1878 • PAGE 848 EASEMENT 27-127-2 CONTRACT . a• WATER WASTEWATER LINE EASEMENT BRUSHY CREEK WILUAMSON COUNTY BRUSHY CREEK WATER CONTROL AND EASEMENT VOL 1819 PAGE ACQUISITION &ADDITIONS (INCLUDES LAND IMPROVEMENT DISTRICT ROUND ROCK 1389 FILES) ROUND ROCK WEST LAKE CREEK INTERCEPTOR C ONSTRUCTION WATER I WASTEWATER TREATMENT PLANT SYSTEM 1 VOL 1819 PAGE 389 EASEMENT28 1- W 6 Na W KNOX JD WATER WASTEWATER UNE EASEMENT BRUSH CREEK WILLIAMSON COUNTY ; BRUSHY CREEK WATER CONTROL ANO ACQUISITION & ADDITIONS (INCLUDES LAND ;IMPROVEMENT DISTRICT M & M 001211ES FILES) 1INCORPORATED AUSTIN ROUND ROCK (WEST .ME CREEK INTERCEPTOR CONSTRUCTOR WATER WASTEWATER TREATMENT PLANT SYSTEM VOL 1819 ;PAGE 372 DOCUMENT 2000011041 RELEASE EASEMENTCONTBgC BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WILUAMSON COUNTY BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WILLIAMSON COUNTY 8RUSITYCREEK WILLIAMSON COUNTY 1 1 I WATER WASTEWATER UNE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER LINE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER LINE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER LINE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER UNE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER UNE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) M&M 5461608 (KNOX J 0) I WATER WASTEWATER LINE EASEMENT !ACQUISITION & ADDITIONS (INCLUDES LAND !FILES) (FRANKLIN SAVINGS ASSOCIATION HICKMAN KEITH HICKMAN BECKY N d N 0 0 J CO Vl Q e FIRST GIBRALTAR BANK MEISKE ERWIN W MEISKE GERTRUDE S KNOXJD 14! 800007889TWWU-06.01 34175 'WARNER PHILUP W WARNER GRACE ALTENN I 1 138 6000078888iW WU-06-01 34176 I LAMB C DWIGHT LAME NANCY I N (.) C i m n__.____... _.._. _. 1 y� T R. iy= yh � ^ 1 * 1 n 1 ... g 8 ... n m e ,T. O m to N ^ $ N e y m n r r m BRUSHY CREEK WATER CONTROL AND I EASEMENT `.VOL 1619 PAGE IMPROVEMENT DISTRICT ROUND ROCK :309 ROUND ROCK WEST LAKE CREEK INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM I VOL 1019 PAGE 398 EASEMENT 29 I BRUSHY CREEK WATER CONTROL ANO EASEMENT 'VOL 1819 PAGE IMPROVEMENT DISTRICT ROUND ROCK I '404 WEST LAKE CREEK INTERCEPTOR 1 CONSTRUCTION WATER WASTEWATER TREATMENT PLANTSYSTEM VOL 1819 PAGE! 491_EAS.EMENT30 ROUND ROCK WEST LAKE CREEK • EASEMENT 1 10970231 INTERCEPTOR CONSTRUCTION WATER WASTEWATER TREATMENT PLANT SYSTEM DOCUMENT 9723130 EASEMENT 31 CONTRACT 8 • AVERY C N JR ROBINSON TERRY LAMAR I LAND DEED I 199605 ROBINSON JUNE BEHRENS LEON LANGE LEROY LANGE RUTH RASSMUSSEN HAROLD RASSMUSSEN ARLINE ESPENSEN i' MICHAEL CONOON JOHN K ZIMMERMAN JUUAN H KASH JOHN CLARK ROBERT E . CLARK LOUIS S DAVIS BIU.Y C DAVIS IRIS J'. MEI ) § § .a 2 m \ ■ 2 § § BRUSHY CREEK WATER CONTROLS ; LAND DEED IMPROVEMENT DISTRICT NO 1 HUDSON LUCILE TOPLETZ DEVELOPMENY COMPANY NICKS PAUL NICKS MO7E1 I F TELANDER 1 BERTIL JOHNSON JOHN N BERKMAN LAWRENCE TELANDER CLARENCE TELANDER ARNOLD GRANTING A 28.57% I UNDIVIDED INTEREST IN LAND DEED LAND DEED \ ] w BILL NATIONAL TRUSTEE BRUSHY CREEK APARTMENTS LIMITED FRANKLIN SAVINGS ASSOCIATION CONDON JOHN K ZIMMERMAN JULIAN H KASH JOHN CLARK ROBERT E DAVIS BILLY C DAVIS IRIS .1 FIRST GIBRALTAR BANK FSB MEISKE ERW IN W MEISKE GERTRUDE S KNOXJ D maw .4 BRUSHY CREEK WATER CONTROL & IMPROVEMENT DISTRICT NO 1 HOME SAVINGS & LOAN ASSOCIATION ROBINSON TERRY LAMAR ROBINSON JUNE RANDY MORINE DEVELOPMENT INCORPORATED WALSH EDWARD JOHN 111 WALSH CHRISTOPHER LYNN WALSH MARGARET JUANITA WALSH EDWARD JOHN GENERAL PROPERTY WARRANTY DEED I BRUSHY CREEK WASTEWATER SYSTEM 'TRACT 1 31.437 ACRES TRACT 21.933 RECORDED VOL DOCUMENT NO 9003491 1 W ILLIAMSON COUNTY ;ACRES ACRE TRACT OUT OF THE JOSEPH ACQUISITION& ADDITIONS (INCLUDES LAND I 'MARSHALL SURVEY ABSTRACT. NO 409 FILES) I :TOGETHER WITH PERMANENT EASEMENT :PASSAGEWAY OR ROAD BEING 22 FEET WIDE DESCRIBED IN WARRANTY DEED =RECORO.EDJN VOL.7.89 PAGE.0.4.8„ GENERAL PROPERTY WARRANTY DEED 'BRUSHY CREEK WASTEWATER SYSTEM LUTHERAN SOCIAL SERVICE OF TEXAS FROM THE CIN OF ROUND ROCK TO LCRA ' W I WAMSON COUNTY (INCORPORATED 8.120 ACRES OUT OF THE P RECORDED IN VOL DOCUMENT NO 9054785 t A HOLDER SURVEY ABSTRACT NO 287 ACQUISITION & ADDITIONS (INCLUDES LAND ' • 'INCLUDING EASEMENT RIGHTS OF INGRESS FILES) & EGRESS FROM LUTHERAN SOCIAL SERVICE OF TEXAS INCORPORATED TO • CITY OF ROUND ROCK RECORDED IN VOL I009_PAGE823 NOTICE TO PURCHASER OF REAL PROPERTY BRUSHY CREEK WASTEWATER SYSTEM 'STEWARTTITLE GUARANTY COMPANY ACQUISITION & ADDITIONS (INCLUDES LAND WILUAMSON COUNTY LUTHERAN SOCIAL SERVICE OF TEXAS FILES) I INCORPORATED 8.120 ACRES OUT OF THE P A HOLDER SURVFY ABSTRACT NO 707 BRUSHY CREEK WILUAMSON COUNTY BRUSHY CREEK WILUAMSON COUNTY BRUSHY CREEK WILLIAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY BRUSHY CREEK REGIONAL WASTEWATER SYSTEM WILLIAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY i WATER WASTEWATER LINE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER UNE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) WATER WASTEWATER UNE EASEMENT ACQUISITION & ADDITIONS (INCLUDES LAND FILES) ASSIGNMENT OF CONTRACTS FROM BRUSHY CREEK WCID TO THE CITY OF AUSTIN & THE CITY OF ROUND ROCK PREDECESSOR COMPANY RECORDS ASSIGNMENT OF EASEMENT RIGHTS DOCUMENT NO 9734855 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) \0 ;-v. §\§ }7/ z0 400 ASSIGNMENT OF EASEMENT RIGHTS RECORDED IN VOL DOCUMENT NO 9734854 CONTRACT NO 1 2 & 3 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) RABB VIRG 5 RABB NANCY 1 HUDSON LUCILLE E !ROUND ROCK CITY OF BRUSHY CREEK WATER CONTROL & IMPROVEMENT DISTRICT NO 1 § § 0 k 0 § ROUND ROCK CRY OF ROUND ROCK CITY OF 149 00901E5999IWWU498.01 58320 !ROUND ROCK CITY OF k I g k K N k k § B §( § B ° B .........�. S. B 2 k 3 ! § 4 , § k B § ` § ! 3 3 3 2 9 ! 3 BRUSHY GREEK WATER CONTROL S LAND DEED 100808340 IMPROVEMENT DISTRICT NO 1 TRACT 1 31.437 ACRES TRACT 21,933ACRES ACRE TRACT OUT OF THE JOSEPH MARSHALL SUE;VEY ABSTRACT N0 409 LEWIS WILLIAM E LEWIS BARBARA A LAND DEED 2003003441 ROUND ROCK CITY OF MILAM COUNTY RELEASING EASEMENT TO LORA DATED 12/3111087 FROM WILLIAM E LEWIS & BARBARA A LEWIS RECORDED IN VOL 1610 PAGE 510 AS CONVEYED TO THE CITY OF AUSTIN & THE CITY OF ROUND ROCK REOOLtOED IN DO CUM , BEHRENS LEON E LANGE LEROY LANGE ' LAND 0E60 I 10080047 RUTH RASMUSSEN ARUNE HOPPE EDGAR E WILLIAMSON COUNTY GRANTING 33% UNDIVIDED INTEREST IN EASEMENT PROPERTY RECORDED W VOL 1810 PAGE 318 VOL 1819 PAGE 322 VOL 1619 PAGE 330 YO,L_1_45.LPFG.E953 GRANTING 33% UNDIVIDED INTEREST TO 1. LAND DEED 19080847 WASTEWATER FACILITIES DESCRIBED AS THE ONION CREEK INTERCEPTOR PHASE 1 INCLUDING EXISTING FACILITIES PAID WARRANTY & MAINTENANCE AGREEMENT AS GRANTED TO GRANTOR BY BILL MILBURN INCORPORATED RECORDED IN urn 4750P1Ge CORONA LUPE CORONA NORA CORONA !daad granting mammon( mon( 19980504•. JONNN)LCORON!JRENE_LEW.(s WIWAM_E FERN BLUFF MUNICIPAL UTILITY DISTRICT I LAND DEED 190805048 BILL MILBURN INCORPORATED MILAM COUNTY GRANTING THE CITY OF AUSTIN 5,381 SQUARE FEET OF LAND VOL 1772 ;PAGE 6 & EASEMENT RECORDED IN VOL 11772 PAGE 5 WASTEWATER UTILITY FACILITIES ONION CREEK LIFT STATION .091100198854 TOWN & COUNTRY ESTATES !LAND DEED 1096050491 INCORPORATEDJENNINGS SAM MILAM COUNTY LAKE CREEK TO ABONDONED LAKE CREEK UFT STATION GRANTING THE CITY OF ROUND ROCK 100% INTEREST EASEMENT RECORDED IN VOL 1318 PAGE 728 VOL 1257 PAGE 573 VOL 1318 PAGE 741 I .WASIE,)0 IERUZILIT_YF BILL NATIONS TRUSTEE BRUSHY CREEK "LAND DEED 190605049. APARTMENTS LIMITED FRANKLIN SAVINGS ASSOCATION ZIMMERMAN JULIAN H KASH JOHN CLARK ROBERT E DAVIS IRIS J FIRST GIBRALTAR BANK FSB MEISKE ERWIN W MEISKE GERTRUDE S KNOX JD HIGHLAND MANAGEMENT INCORPORATED WARNS i HUDSON LUCILE STEVE TOPLET2 (LAND DEED 19080.5049 DEVELOPMENT COMPNAY NICKS PAUL T NICKS MOZELLE TELANDER BERTH. JOHNSON JOHN N BERKMAN LAWRENCE 1 TELANDER CLARENCE TELANDER ARNOLD MILAM COUNTY GRANTING THE CITY OF I AUSTIN 70% UNDIVIDED INTEREST AND THE CLTY_OERO.UNDRO.CK 1 I BILL MILBURN INCORPORATED LOMAS LAND DEED 1008050488 LAND INCORPORATED MILAM COUNTY I GRANTING THE CITY OF AUSTIN 6735 UNDIVIDED INTEREST AND THE CITY OF ROUND ROCK 33% UNDIVIDED INTEREST EASEMENT RECORDED IN VOL 1758 PAGE I 510 WASTEWATER UTILITY FACILITIES N 5 NOTICE TO PURCHASER OF REAL PROPERTY BRUSHY CREEK WASTEWATER SYSTEM RECORDED DOCUMENT NO 9003402 WILLIAMSON COUNTY ACQUISITION &ADDITIONS (INCLUDES LAND FILES) RELEASE OF EASEMENT RECORDED IN VOL BRUSHY CREEK WASTEWATER SYSTEM DOCUMENT 2003003441 ACQUISITION S WILLIAMSON COUNTY ADDITIONS (INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED BRUSHY CREEK WASTEWATER SYSTEM FROM THE CITY OF ROUND ROCK TO LCRA CONTRACT NO 5 GRAVITY EASEMENTS 1 DOCUMENT NO 9804744 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED !BRUSHY CREEK WASTEWATER SYSTEM FROM THE CRY OF ROUND ROCK 70 LCRA I W ILLIAMSON COUNTY CONTRACT NO GRAVITY FACILITIES DOCUMENT NO 0604743 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED FROM: BRUSHY CREEK WASTEWATER SYSTEM RUB HY_CREEK_WCW�0aUE_C1TYOF 1WILLIAM.SCH_COUND. I SPECIAL PROPERTY WARRANTY DEED FROM BRUSHY CREEK WASTEWATER SYSTEM BRUSHY CREEK WCID 70 THE THE CITY OF WILLIAMSON COUNTY AUSTIN PREDECESSOR COMPANY RECORDS i SPECIAL PROPERTY WARRANTY DEED FROM !BRUSHY CREEK WASTEWATER SYSTEM BRUSHY CREEK WCID TO THE THE CITY OF !WILLIAMSON COUNTY AUSTIN & THE CITY OF ROUND ROCK ! DOCUMENT NO 9050401 PREDECESSOR COMPANY RECORDS SPECIAL PROPERTY WARRANTY DEED FROM 'BRUSHY CREEK WASTEWATER SYSTEM BRUSHY CREEK WCID 70 THE THE CITY OF !WILLIAMSON COUNTY AUSTIN & THE CITY OF ROUND ROCK DOCUMENT NO 9050492 CONTRACT 6 I PREDECESSOR COMPANY RECORDS I :.,5 PAM -10014Z WWU-06-02 90465 BRUSHY CREEK WATER CONTROL & SPECIAL PROPERTY WARRANTY DEED FROM; BRUSHY CREEK WASTEWATER SYSTEM !IMPROVEMENT DISTRICT N01 BRUSHY CREEK WCID TO THE THE CITY OF 'WILLIAMSON COUNTY • AUSTIN & THE CITY OF ROUND ROCK DOCUMENT NO 0050453 PREDECESSOR COMPANY RECORDS i • 159 60001587441100-06-02 56465 ;BRUSHY CREEK WATER CONTROL & SPECIAL PROPERTY WARRANTY DEED FROM, BRUSHY CREEK WASTEWATER SYSTEM !IMPROVEMENT DISTRICT NO 1 BRUSHY CREEK WCID 70 THE THE CITY OF !WILLIAMSON COUNTY AUSTIN & THE CITY OF ROUND ROCK PREDECESSOR COMPANY RECORDS 1 WW1./456-01 56321 ROUND ROCK CITY OF 0 U }2 N 4 � N ..nuwo-ul ati41a ; ROUND ROCK CITY OF WWII -06-01 56315 (ROUND ROCK CITY OF WW•OG-02 56465 !BRUSHY CREEK WATER CONTROL & !1MPRQVFMEN_T_DISIRICS_No 1 WWU-06-02 56465 'BRUSHY CREEK WATER CONTROL & ;IMPROVEMENT DISTRICT N01 AUSTIN CITY OF W WU-06-02 56465 ;BRUSHY CREEK WATER CONTROL & !IMPROVEMENT DISTRICT NO 1 W WIJ-06-02 56485 :BRUSHY CREEK WATER CONTROL & !IMPROVEMENT DISTRICT NO 1 • n 2 n w e S n • `ur3 ro E 7 § § ■ § k ; § ` § TOWN & COUNTRY ESTATES i LAND DEED ; 1990004740 INCORPORATED JENNINGS SAM KITTS WILUAM R MAYFIELD VIVIAN FORSMAN BOURLAND DURWOOD FORSMAN PAUL R FORSMAN LESUE FORSMAN WILBERT C FORSMAN ELMER R FORSMAN LAMBERT E BRUSHY CREEK WATER CONTROL & JMESOVEMECLLQIST$ICJ_ttQ'Udl CORONA LUPE CORONA NORA CORONA : LAND DEED 1990004741 JOHNNY CORONA IRENE LEWIS WILLIAM E 'LEWIS BARBARA A BILL NATIONS TRUSTEE STARK OSCAR BRUSHY CREEK WATER CONTROL & IMPROVEMENT DISTRICT N0 1 BURGE KEN HENNA LOUIS M JR HENNA LOUIS M SR HERBER ROBERT M HERBER CARO • § 7 ) 2 ! k § , ) a § 0 . PI § § § \ LAND DEED Na \ North Chandler Branch Palm Mosso Williamson Land Dood County Tract A 9258 acro, and 1.828 ,coo out of the Pdor A HoldorSurvoy Abstract No.297 d \ \ \ \ (BEHRENS LEONE LANGE LEROY LANGE RUTH RASMUSSEN HAROLD RASMUSSEN (ARLINE BEHRENS LEON E HOPPE EDGAR E MILAM COUNTY GRANTING THE CITY OF !AUSTIN 0765 UNDIVIDED INTEREST AND THE ' CITY OF ROUND ROCK 33'% UNDIVIDED INTEREST EASEMENT RECORDED IN VOL laze � (CORONA LUPE CORONA NORA CORONA (LEWISOHNNY CORONA IRENE LEWIS WILLIAM E IEBARBARA A BILL NATIONS TRUSTEE !STARK OSCAR BRUSHY CREEK WATER !CONTROL & IMPROVEMENT DISTRICT ND 1 (BURGE KEN HENNA LOUIS M JR HENNA (LOUIS M 35 HERBER ROBERT M HERBER !CARO BRUSHY CREEK WATER CONTROL & IMPROVEMENT DISTRICT NO 1 HUDSON LUCILE TOPLETZDEVELOPMENT COMPANY . NICKS PAULT NICKS MOZELLE TELANDER BERTIL JOHNSON JOHN N BERKMAN LAWRENCE TELANDER CLARENCE TELANDER ARNOLD MI AM COUNTY GRANTING 30Y° UNDIVIDED (NTE AUSTIN TRACTS GRANTING 40°A. FEE SIMPLE( TITLE TO 37.554 ACRES OF LAND RECORDED IN VOL 2057 PAGE 710 & 3.837 ACRES OF 1 FEE SIMPLE TITLE VOL 2715 PAGE 443 I BRUSHY CREEK WASTEWATER SYSTEM HOME SAVINGS & LOAN ASSOCIATION WILLIAMSON COUNTY I ROBINSON TERRY LAMAR ROBINS6N JUNE RANDY MORINS DEVELOPMENT INCORPORATED WALSH EDWARD JOHN III ! WALSH CHRISTOPHER LYNN WALSH 'MARGARET JUANITA WALSH EDWARD JOHN :JR ESTATE MUNSON DOROTHY WALSH 'MUNSON CHARLES E JR M §t - \v {O. (§ ,Ig 01g t.X J|k)7 !!#;! '|/(k} ik�j § )� WATER WASTEWATER EASEMENT 'BRUSHY CREEK WILUAMSON COUNTY 'WALSH CHRISTOPHER LYNN WALSH ACQUISITION & ADDITIONS (INCLUDES LAND ; (MARGARET JUANITA WALSH EDWARD JOHN FILES) JR MUNSON DOROTHY WALSH MUNSON CHARLES E MCNEIL CATHY MUNSON DILLARD JOHN H SURVEY ABSTRACT 179 DEED TEMPORARY CONSTRUCTION EASEMENT ASSIGNMENT VOL 1019 PAGE ' ,ZR6 CON_TRACJ_LEH,,( Waatowator Easement ;BRUSHY CREEK WASTEWATER SYSTEM 0.05 acres 20 foot vddo Wastowutor E9somont WILLIAMSON COUNTY Jnonh M Morrell 55Nny Ahdmtt Nn 704 SPECIAL PROPERTY WARRANTY DEED PROM'; BRUSHY CREEK WASTEWATER SYSTEM BRUSHY CREEK WCID TO THE THE CITY OF WILLIAMSON COUNTY AUSTIN & THE CITY OF ROUND ROCK PREDECESSOR COMPANY RECORDS SPECIAL PROPERTY WARRANTY DEED FROM BRUSHY CREEK WASTEWATER SYSTEM THE CITY OF AUSTIN TO LORA DOCUMENT WILLIAMSON COUNTY NO 0734852 ACOUISITION & ADDITIONS (INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED FROM BRUSHY CREEK WASTEWATER SYSTEM THE CITY OF ROUND ROCK TO LORA jWILUAMSON COUNTY DOCUMENT NO 9884739 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) B RUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY B RUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY BRUSHY CREEK WASTEWATER SYSTEM WILLIAMSON COUNTY 2 0\ k I k) SPECIAL PROPERTY WARRANTY GEED FROM THE CITY OF ROUND ROCK TO LORA DOCUMENT NO 9004740 CONTRACT NO 9 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED FROM THE CITY OF ROUND ROCK TO LCRA DOCUMENT NO 9004741 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) SPECIAL PROPERTY WARRANTY DEED RECORDED IN VOL DOCUMENT NO 9734851 ACQUISITION & ADDITIONS (INCLUDES LAND FILES) Special Warranty Dood City of Round Rock to Old Sottlors Asooclotlon Documont No. 9014212 BRUSHY CREEK WATER CONTROL & }SPECIAL WARRANTY DEED FROM BRUSHY IMPROVEMENT DISTRICT NO 1 AUSTIN (CREEK WATER CONTROL & IMPROVEMENT CITY OF ; DISTRICT 70 CITY OF AUSTIN CONTRACTS 1 i2 & 3 PREDECESSOR COMPANY RECORDS • 60001507451 W W 0.06-02 56405 I BRUSHY CREEK WATER CONTROL & IMPROVEMENT DISTRICT NO 1 / it r W WU•06.01 56317 !ROUND ROCK CITY OF (ROUND ROCK CITY OF ROUND ROCK CITY OF \ / City of Round Rock Old 50111913 I Association of WII(Iomeon Count ) uosJopery sewoeu Pus .ss1OM 3 705 •w5 0099 brad mpoO Jo AIO M sowo4l uauoPuy 170 6000097925;WWU-0601 30169I BRUSHY CREEK WATER CONTROL & IMPROVEMENT DISTRICT WALSH EDWARD JOHN 111 171 i 'City of Round Rock ) $ ) \ t 1 B §- § ! ■ k . ) a t ! B k k § # ! / K K \ § k § 8 « ( ;E § ) \9\§\»\§\«\| Vo11819 Pago ABB _200002500_ 2002072731 200206194 onnonoca ® -��§§ (((0101 K+R§§ ]" 200209889 2002061 20020747 200209165 2.0.0.B62IL 200206441 | MR0; } } Vo1988 Pogo 5501 ° ;« g; «|&2 «C Grontod to Um Brushy Crook Wotor control and 1 Eosomont '.Vol 1819 Pogo Improv_omant OlstrlctNA1 • '495 Granlod to rho Brushy Crook Water control and ' Eaoomont {Vol 1819 Pogo Improverrwnt District No_1 1484 Granted to tho Brushy Croak Walor control and Easement 1 Vol 1019 Pogo Improv_oment DlsMct No.1 1 :409 Granted to the Brushy Crook Walor conhol and 1 Easement Vol'1819 Pogo Improvomord District Not :435 Grantodto tho Brushy Crook Water control and • Eaamont VolI1619 Pogo Irr,nmvmmont DI .Met 8e.1 !443 \ \ / LAND DEED Eosomont ,5 \ ! k m k ! k Euaomont Eotomont Eaoomont Easomont '.Epoomant Easement Easement Eoeomont Easement Easomont Eaoomont Enpomont Easement \k \ k k k k /\ City of Round Rock I Wostowator Easomont 1 BRUSHY CREEK WASTEWATER SYSTEM 10.22 acres 20 foot%Ado Wastewater Easement W ILLUMSON COUNTY ]Jocoa liHomoll Survey AbstroctNo 284 'City of Round Rock Wastova+tor Easomnnt ',BRUSHY CREEK WASTEWATER SYSTEM 0.09 ocros 20 footwido Wastowotor Easement W ILUAMSON COUNTY land .1O Temporary construction oasomont Jacob 1 'M HarOoll Survo608k84zwt-Z84 City of Round Rock ' Wostowator Eosomont ;BRUSHY CREEK WASTEWATER SYSTEM 10.01 acres 20 foot wide Wastewater &moment I W ILLIAMSON COUMY Jacob M_Harrotl Surv_oyAgetraclNo 284 Lutheran Social sorvlcos IPUE I BRUS*IY CREEK WASTEWATER SYSTEM (12,990 1 aquara foot PVE !WILLIAMSON COUNTY 819 Mibum Inc tConvoyonco of tackldoa to 8n,ohy Crook Wator i BRUSHY CREEK WASTEWATER SYSTEM 'ONan Crook Lift station, (orco mein, and !control andImprv_omont dtlKrlct ! W ILLIAMSON COUNTY : I01orconlor AUSTIN CITY OF !ASSIGNMENT OF EASEMENT RIGHTS 1BRUSITY CREEK WASTEWATER SYSTEM '.Lupo Corona. Johnny Gerona, Iron Corona, !DOCUMENT NO 8734852 ACQUISITION d 1 :William Lowe, BPI Nations, OG5G3r Stark Kon ;ADDITIONS (INCLUDES LAND FILES) I ;Buren, Louts henna, jr, Louts henna Sr., BIIIIo Suo tHonna was. Hoary rlchordson. Arnold Potoroal, 1 i Ruble ralnr, Sam Taylor. Chadds Johnson, 'Carrel T. Hardin, Wayland Prim:, Mlcahool •Elsbo O.10.00 .Soo tp(,e. C.oRon Honry and Shoron Richardson ;Sanitary Sowor Tu1nol oasomont I BRUSHY CREEK WASTEWATER SYSTEM Grontod to the Brushy Crook Wator control and Olean Knopp ;Senile Sower Tunnot oasomont' lmpntod*0 lh Dlnrict No,J N j BRUSHY CREEK WASTEWATER SYSTEM Granted to the Brushy Crook Water control and Itnp oovomont Dlstrlet_No.1 Ruble Looters Ratner /Sanitary Sowor Tunnel oasomont 1 BRUSHY CREEK WASTEWATER SYSTEM ;Grontod to tho Brushy Crook Wator control and !Improvement ° field No.1 Sam C. Taylor and Genova Taylor ;Sanitary Sowor Tunnol oosomonl I BRUSHY CREEK WASTEWATER SYSTEM ,Grontod to the Bnhy Crook Water control and Improvomont.D.W8tNo,1 Louie Henna Jr, i$onlanry Sower Tunnel oaoomont 'BRUSHY CREEK WASTEWATER SYSTEM !Granted to the Brushy Crook Wator control and ImprovomontDlstrlct No.1 Robert Borba, and Caort ruth Henna !Sanitary Sewer Tunnel oasomont I BRUSHY CREEK WASTEWATER SYSTEM {Grantod to No Brushy Croak Wator control and .Hofyor ImproyamonLOrMot No.1 W, B. Cotton Enterpdoos 150011015 Tome Tul 0000mont I BRUSHY CREEK WASTEWATER SYSTEM !Granted to rho Brlmhy Crook Water control and t!. rOO1Oomant DlS6ALNo;1 Ttalls End&moo...poo aa ooelatton 1Wes(owator Easement !BRUSHY CREEK WASTEWATER SYSTEM_1Grantod to LORA Trinidad Nova, Uordnda Pero; Henry Nava, Wastouator Easumont 1 BRUSHY CREEK WASTEWATER SYSTEM Grontod to LCRA .EE.H..Nava ! ; ! ! t,§ / 7 g5gg 777u2 !i!tlig !#!2!;! |/|(|(| #f;G!« o#e!a!a ! ! k ! Grontod to tiro Clty of round Rock Granted to the Brushy Crook Water control and ImproT.OARULDistrlct NC1 Grimed to LCRA Grantod to LCRA Granted to LORA Granted to LCRA Wastewater Eosomanl ;BRUSHY CREEK WASTEWATER SYSTEM —� Wastewater Eunomonl ;BRUSHY CREEK WASTEWATER SYSTEM Sanitary Sowor Tunnol oasomont ;BRUSHY CREEK WASTEWATER SYSTEM Wootowator Easement 'BRUSHY CREEK WASTEWATER SYSTEM Sonitary Sower Tunnel °moment 'BRUSHY CREEK WASTEWATER SYSTEM Temporayconaauclbn moment i BRUSHY CREEK WASTEWATER SYSTEM Tompprgy construction oasomont BRUSHY CREEK WASTEWATER SYSTEM' Tompomryconstruction °asuman* I BRUSHY CREEKWASTEW&TER_SYSTEM Tomporay concoction oasomont 'BRUSHY CREEK WASTEWATER SYSTEM Sanka ? ry Sower Tunnel oawmont (BRUSHY CREEK WASTEWATER SYSTEM Sanitary Sower Tonna! oasomont I BRUSHY CREEK WASTEWATER SYSTEM Sanitary Sower Tunnel oasomont BRUSHY CREEK WASTEWATER SYSTEM Sanitary SoworTunnol oasomont !BRUSHY CREEK WASTEWATER SYSTEM Sanitary Sewer Town! oasomont 'BRUSHY CREEK WASTEWATER SYSTEM Lupo Corona and No Corona Johnny Corona and trona Corona .. a 111 'Curtis Chambor and Patricia Chmaboro Wayland Prinz and Marjorio Prinz ',Emma Davis and Billy C.Davis Aomori Ford and MaryEsthor Ford i Paul Douglaa_Hpytand Sharon k Hoyt Raymond C. Toasmor and Bomleo L tossmor W, B. Cotton Entorprtsos :Charlos Johnson and Fayo Johnoon 411 !Louia Honna Sr. 212 1BIIIlo Suo Honna Cross `. ` ` r 2 ; , ‘.4. -„?. ,t, -:-.1,t,-:-.1,- ■ § ;, , AggeR § ! o 0. a: 0 �. p ;Egsomont EASEMENT EASEMENT BRUSHY CREEK WASTEWATER SYSTEM 'Granted b the Brachy Crook Wator control and 'tmprovorpont Dlalt(d N0.1 Grontod to LCRA ROUND ROCK WILWAMSON COUNTY AUSTIN SUBDIVISION MILEPOST 160.02 LICENSE CONSTRUCTION SANITARY SEWAGE WASTEWATER PIPELINE FOLDER NOJA7373 AUDITZ05250 GROUND ROCK WILLIAMSON COUNTY AUSTIN SUBDIVISION MILEPOST 157,540 LICENSE CONSTRUCTION SANITARY 'SEWAGE WASTEWATER PIPELINE FOLDER JKt 01772 15 AUDIT 210606 'BRUSHY CREEK WASTEWATER SYSTEM BRUSHY CREEK WASTEWATER SYSTEM CHANDLER CREEK BRUSHY CREEK WASTEWATER SYSTEM CHANDLER CREEK • Arnold Potoroon and Wilma Potoroon ;Sanitary Sower Tunnel easement ,Stovon Hartman and Joponno Hartman_Waatowolor Eaoomont UNION PACIFIC RAILROAD COMPANY PIPELINE CROSSING EASEMENT ':ACQUISITION S ADDITIONS (INCLUDES LAND FILES) UNION PACIFIC RAILROAD COMPANY I PIPELINE CROSSING EASEMENT 'ACQUISITION S AOOITIONS (INCLUDES LAND FILES) g g 3 3 3 3 3 3 g ..g.- N 8 g m a N N n N o N EXHIBIT B - 1 00 1.0dN. 0' ti CO MD (N0 N� Lo 00 d' d N O co 4 (o r 0) co cd 0 0 N. Y N- CO CD 10 0M M 6v 69 ✓ 0NM6)'CO�C))cit O) O) t() 'V' N N ti) CO CO' N t� N 10N.MDCD OD CVN�vNOM) 14) tf) 0 (1) a) a r O CO. 00 c0 4 cocoev0)0) 69 69 69 69 69 69 69 69 E9 ▪ O 00>(7 D. co co L0 0 X O v (' w N O h co. 0 4 W I t EA r 0 .1- 43 -0 N O N O N N. 10 E O O O O 4 r co • _ t 1 1 l l r W r 69 69 CO 1` CO U +- o co cost Q) 0) 0) 0 y cri O t` o 10 leo11) •• C a .4 L to to v o y to 4-- 69 to C E a .0 N co (1) U E N D 2 Cr' 0 L0 CD t CO ti t•• O _� 609 M t) O 6) M -F� N �q Y C N O r 0 0) CV CO 0 U O• 1 N coE co ti •d'0 0 r N U).n N 0 hi j, a 0 00 1 (J) � E aa)io Ci. iii U + mm 3 _[ 0 @v To CIa. a) .}., 2 c in C c 03 oC Ew 0 a. va,oacCoo v 0) • C a) C •0 c r MCV 6 000 co 0 I I O CO O t() N. N. h N- 3 0) 0) E N h N to V; V_ v W 71 Q 0) CO CO 0 0 t� t.--1� 6 • (1) N L O j d �I�N �NNN� O b 2i) C o tL 0 y 0 r N (n U ii. (V(j w o o N c o co CD • o N •5 Li •3 w U °' °' ,. r a c • N `m (K -.2C4 0 O"'� 0 0 0 0< .- N C9 M V") i N O 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N ,= .., 4-• 3 O O to to to to to to to to N L.. U) O cr (�to -. to r to N to CO W 2 a o 0 0 .- 0 .- o .- o Brush $3,618,351.54 $20,887,193.99 $50,626,789.05 (1) - Z r N M d' O c d' 11.I o o m ;4 o o _ C N O 1 N @ J 2 5 • 0 t- c CD 0 C 0 d — 0 .0 0.2 O 0) 0) 0 t� N o 0 c a) 2 U • N L .E 6 06 g m ,g ( a) N Q a ✓ E• rO•o 0 in a) N0 Q N .0 .0 ✓ Ld. �i0 .0 c (0 .13 0 c°)• 3-0)o.li N E N N (] 0 L o (0 (0 c • v0iUODW -p t6 ›. co m • 0) 0 N to N a) N a) a) o c o n E N"a 0 'f%) Ti U co M 1- U OW W co P, cu CD u) NOJInU) V-. Ps � �d�}}(0(0 t - M N ti - N (V c Cp r O) N-NU)isr(V (`- (o N (h is D (\ 0)NU)o r o 141 6) o o U)cod � (0 4 t Ott U) o(fl(O V CD V- U) O Gun V' r r a E N NnoUoirp, U) V (O a U) V' CD r CO CD 00 U) V' .r. Op CQ r Ps CO N LL(c6O(rl(0(00 N- (O N r N O fl 0) 0 0 1 �¢mwu C7z a) a) rn 0) o) a) � rn rn rn rn rn rn 26,763,201.45 EXHIBIT C Brushy Creek Regional Wastewater System TEMPLATE TEMPLATE Impacts of a Partial FY 2010 Budget on the `Closing Transaction LCRA Operations & Maintenance Impact to Closing Transaction October November December FY 10 Budget (Credit)/ Owed FY 2010 O&M LCRA FY10 Budget $41,914 $41,914 $41,914 $502,968 (OveryUnder Recovery(FY08) (87,270) ($7,270) ($7,270) ($87,245) ($65,434) Total LCRA O&M $34,644 $34,644 $34,644 $415,723 Notes:'' FY 2009 O&M (OveryUnder Recovery (FY09) NIA N/A NIA NIA ($250,000) Estimated Uses of LCRA O&M Funds' Labor $7,059 $7,059 $7,059 Outside Engineering GSWW Interceptor Project $100,000 Internal Business Support $14,233 $14,233 $14,233 Corporate Overhead $11,274 $11,274 $11,274 O&M Uses $132,566 $32,566. $32,566 LCRA O&M Uses • O&M Budget $90,652 (89,348) ($9,348) Total LCRA O&M related Impacts (LCRA only) Brazos Operations & Maintenance Brazos FY 10 Budget 8444,211 $444,211 $444,211 $5,330,529 Uses of Brazos O&M (remitted to Brazos) Payment to Brazos $444,211 $444,211 $444,211 Total Brazos O&M related Impacts $0 Total O&M related Impacts 50 $0 $71,955 ► ($243,476) $0 Estimated Estimated Estimated Estimated LCRA Annual Project Requirement FY 2010 Budget APR Debt Service Coverage Management Fee Uses of APR Funds Debt Service Payments $804,895 8804,895 $804,895 $9,658,737 $80,490 $80,490 $80,490 $965,874 $40,245 $40,245 $40,245 $482,937 $925,629 $925,629 $925,629 $11,107,548 $0 $3,880,809 $0 CP Interest (estimated) $75,000 $75.000 $75,000 Brushy Creek Only BC only. Need to calculate for SWI, Will County Estimated r Applied to captat spending, or Coverage Inurring $80,490 $80,490 $80,490 used to reduce CP principal 8155,490 $4,036,298 $155,490 APR Uses • Budget APR (5770,139) 83,110,669 ($770,139) 81,570,390 Total Impact of the FY 2010 LCRA Budget on the Closing Transaction: $1,326,912 This amount is owed to LCRA per TRC meeting on 8-26-09, LCRA to defer work on Rabb House to Round Rock after Friese & Associates completes plans