R-11-09-22-11A6 - 9/22/2011 RESOLUTION NO. R-11-09-22-11A6
WHEREAS, on December 8, 2009, the Cities of Austin, Cedar Park and Round Rock (the
"Cities") purchased the Brushy Creek Regional Wastewater System ("BCRWWS") from the Lower
Colorado River Authority("LCRA"); and
WHEREAS, the Brazos River Authority ("BRA") operated and maintained the BCRWWS
under LCRA's ownership and has continued to operate and maintain the system; and
WHEREAS, in May 2010, the Cities entered into a Wastewater Services Operating Agreement
with the BRA for the operation and maintenance of the BCRWWS; and
WHEREAS, the Cities would like to continue to contract with BRA. for continued operations
of the BCRWWS;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
Services Operating Agreement Between Brazos River Authority, City of Round Rock, City of Cedar
Park, City of Austin and City of Leander, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
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 September, 2011.
-Om
ALAN MCGRAW, Mayor
ATTEST: City of Round Rock, Texas
'411 AAA
V/V
SARA L. WHITE, City Necretary
O:\wdox\SCC1nts\0112\1104\MUNICIPAL\00232810.DOC/nnc
EXHIBIT
"
WASTEWATER SERVICES OPERATING AGREEMENT
BETWEEN BRAZOS RIVER AUTHORITY, CITY OF ROUND ROCK, CITY OF CEDAR
PARK, CITY OF AUSTIN AND CITY OF LEANDER
THIS WASTEWATER SERVICES OPERATING AGREEMENT ("Agreement"),
dated and entered into to be effective as of the 1st day of October, 2011 (the "Effective
Date"), by and between the Brazos River Authority (hereinafter called the "BRA"), and
the Cities of Round Rock, Cedar Park, Austin, and Leander (individually, "City";
collectively called "Cities"), is hereby executed in contemplation of the mutual
consideration, covenants, obligations, and benefits provided in this Agreement. BRA
and the Cities are authorized to make this Agreement under the provisions of Chapters
30 and 49, Texas Water Code; Section 791.026, Texas Government Code; and other
applicable provisions of state law. Accordingly, the Parties hereby agree as follows:
ARTICLE 1.
DEFINITIONS
1.1 Definitions.
Terms and phrases used in this Agreement, unless the context clearly demonstrates
otherwise, shall have the following meanings:
"Actual Annual Expenditures" means all recorded financial transactions for Operation
and Maintenance Expenses, Capital Expenses, Management Fee, Repair and
Replacement Fund, or other costs related to the Annual Budget during any Fiscal Year.
"Additional Service(s)" means activities performed by the BRA which are not specifically
defined in the Scope of Work of this Agreement and which are performed for the Cities
at an additional cost, agreed to by the Parties.
"Agreement" means this Agreement, together with all exhibits attached hereto and
incorporated by reference herein.
"Annual Budget" means the combination of the Operation and Maintenance Budget,
Capital Expense Budget, Management Fee, and Repair and Replacement Fund.
"Annual Flow" means the amount of wastewater generated in each City's service area
delivered to the System on an annual basis, as calculated by the Operations
Committee, in accordance with Section 8.2 of the Master Contract and Sections 5.1 and
5.2 of this Agreement.
"Annual Flow Percentages" means each City's proportionate share of the Annual Flow.
"BRA" means the Brazos River Authority.
00231734.DOC
"Capital Expenses" means all direct costs for the design, permitting, construction and/or
acquisition of Capital Improvements including, the costs of acquiring any necessary
easements, rights of way, or fee simple title to real property. Capital Expenses shall not
include the Management Fee or Operations and Maintenance Expenses.
"Capital Expense Budget" means the annual amount budgeted for all Capital Expenses
during any Fiscal Year.
"Capital Improvements" means physical improvements to or assets of the System, with
an expected useful life of a minimum of three years and of the type generally
categorized as a capital improvement and/or a capital expense in individual budgets of
the Cities including but not limited to repairs and/or replacement of damaged, worn out
or obsolete portions of the System and any new additions to or improvements made to
the System, including Expansion, Emergency Repairs, and other improvements
necessary for the System to meet or maintain Regulatory Requirements and/or improve
operations of the System for the benefit of the Cities.
"City" or"Cities" means the Cities of Round Rock, Cedar Park, Austin, and Leander.
"City's System" means each City's wastewater disposal system, owned by such City,
through which it provides retail and/or wholesale wastewater service within its service
area.
"Collection System" means the wastewater collection system as detailed in the K. Friese
and Associates "Brushy Creek Regional Wastewater System" map, dated 2/2/2010,
attached hereto as "Exhibit E," and incorporated by reference herein, and any
additions to the Collection System that may be added as provided in this Agreement.
The Collection System includes the wastewater collection pipeline and its
appurtenances from Node 'A' through Node 'S', the Onion Creek Interceptor, the Onion
Creek Relief Interceptor, the Southwest Interceptor, the Lake Creek Interceptor, and the
South Interceptor.
"Emergency Repairs" means those unanticipated System repairs and improvements to
be paid from the Repair and Replacement Fund as they are not included in the
Operations and Maintenance Budget or the Capital Expense Budget but must be
initiated immediately to avoid System failures that threaten public health and safety
and/or the environment. The costs and expenses for Emergency Repairs may be
considered either Capital Expenses or Operation and Maintenance Expense, as
applicable and determined by the Operations Committee.
"Expansion" means an expansion, extension, or enlargement of any System
Component(s), which results in an increase in the capacity reservation for such System
Component(s), and are incurred as Capital Expenses.
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"Fiscal Year means the 12-month period beginning on October 1 of each year and
ending on September 30 of the following year.
"Management Fee" means the annual fee paid to BRA by the Cities for the Scope of
Work servicesp rovided by BRA as described in "Exhibit A" and in Section 2.1.
"Master Contract" means that certain "Amended and Restated Master Contract for the
Financing, Construction, Ownership, and Operation of the Brushy Creek Regional
Wastewater System" entered into by and among Cities and dated June 4, 2010, as may
be amended or restated from time to time, and a copy of such amendments or
restatements shall be made available to BRA immediately upon execution by the Cities.
"Monthly g Y Budget Payments" means an amount equal to one-twelfth of the Annual
Budget, to be paid to BRA by Cities.
"Operation and Maintenance Budget" means the annual amount budgeted for all
Operation and Maintenance Expenses during any Fiscal Year and shall exclude Capital
Expenses and the Management Fee.
"Operation and Maintenance Expense" means all costs to be paid to BRA by Cities for
operation, maintenance, repair, rehabilitation, replacement and decommissioning of the
System including, but not limited to:
(1) costs of mag any permits or licenses necessary to own, operate
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and maintain the System;
(2). costs such as labor, materials, utilities, supervision, engineering,
accounting, g,auditin legal and professional services, insurance, personnel, data
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processing and purchasing;
(3) costs of scheduled repairs and/or replacement of damaged, worn out or
obsoleteortions of the System that are of a routine and/or recurring nature and are,
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therefore, not considered a Capital Expense and as may be necessary to meet and
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maintain Re ulato Requirements and/or serve to improve operations of the System for
the benefit of the Cities.
(4) such other costs or expenses as may be imposed upon the Cities in
connection with fulfillment of their obligations under this Agreement because of laws,
regulations, or requirements of the State, the United States, or any agency or
governmental subdivision of the State or any agency of the United States having
jurisdiction;
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(5)
costs of an other tools, supplies, inventory, services and equipment,
together with other costs not otherwise included in this definition necessary for proper
operation and maintenance of the System; and
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(6) costs associated with the satisfaction of judgments resulting from or
settlement of claims not covered by the insurance or not paid by one particular City
arising in connection with the ownership, operation or maintenance of the System,
which are contractually a responsibility of the Cities.
Depreciation shall not be considered an item of Operation and Maintenance Expense.
"Operations Committee" means the committee created by the Cities pursuant to the
Master Contract that represents the individual and collective interests of the Cities and
which such committee shall manage this Agreement, provide guidance to BRA, and
direct BRA as appropriate, regarding the services provided by BRA through the
designated Point of Contact.
"Party)I or "Parties" means BRA, the City of Round Rock, the City of Cedar Park, the
City of Austin, and the City of Leander.
"Permit" or "Permits" means any necessary permit, license, order, and other
governmental approvals issued by any Federal, State, local or regulatory agency that
g pp Requirement
may now or hereafter have jurisdiction and related to a Regulatory Re q
associated with the construction, maintenance, or operation of the System, including,
but not limited, to Texas Pollutant Discharge Elimination System (TPDES) Permits
issued by the TCEQ for the System.
" means the individual
Point of Contact appointed by the Operations Committee to
coordinate with BRA in all matters related to this Agreement.
"Point of Entry" means a point at which Wastewater from each City enters the System.
"Reasonable Standards" means activities conducted in accordance with municipal
wastewater collection and treatment standards and at the lowest reasonable cost
consistent with reliabilityand safety, which includes but is not limited to: sound
engineering principles, manufacturers' recommended operating and maintenance
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criteria and Regulatory Requirements (including regulations promulgated by any
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governmental or regulatory authority or agency having jurisdiction).
"Reconciliation Value" means the difference between the Annual Budget and the Actual Annual Expenditures recorded-in the BRA,s financial accounting system in a Fiscal Year
and agreed to by the Cities.
"Regulatory Requirements7) means all Federal and State laws, rules, and regulations
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governing the design, permitting, and operation of municipal wastewater treatment and
i osal systems in the State, including but not limited to the rules, regulations and/or
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orders of the United States Environmental Protection Agency, the TCEQ, and courts of
competent jurisdiction.
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"Repair and Replacement Fund" means those funds to be used at the discretion of the
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BRA for theur ose of making unscheduled repairs and replacements to the System
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whenrom t action is deemed necessary by the BRA for expenses which are not
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contemplated in the.Annual Budget.
"Reserved Capacity" means the total quantity of Wastewater that a City is entitled to
deliver into any Y
System Component during a Fiscal Year pursuant to this Agreement, or,
alternatively, percentage the ercenta a of capacity of a System Component that a City is entitled
to utilizep ursuant to this Agreement, all as set forth in the Master Contract.
"Scope of Work" means the services to be provided by BRA as set forth in "Exhibit A."
"State" means the State of Texas.
"System)) means the existing Brushy Creek Regional Wastewater System components as
detailed in the K. Friese and Associates map attached hereto as "Exhibit E," and any
additions to the System that may be added as provided in this Agreement. The System
consists of the Collection System and the Treatment System.
"System Component" p om onent" means a specified facility comprising part of the System as
described in the Master Contract.
"TCEQ" means the Texas Commission on Environmental Quality or any successor or
successors exercising any of its duties and functions.
"Treatment System means the wastewater treatment system as detailed in the K.
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Friese and Associates map attached hereto as "Exhibit E,„ and any additions to the
Treatment System that may be added as provided in this Agreement. The Treatment
System consists of the Brushy Creek East Regional Wastewater Treatment Facilities,
and the Brushy Creek West Regional Wastewater Treatment Facilities.
"Wastewater” means liquid and water-carried waste discharged from sanitary.
conveniences of dwellings, business buildings, institutions and the like including
garbage a which has been shredded to such degree that all particles will be carried freely
under flow conditions normally prevailing in public sewers, with no particle greater than
one-half (1/2) 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, or
inflow water from above the ground entering the System.
ARTICLE 2.
SERVICES TO BE PERFORMED
2.1 Services.
The BRA will in accordance with the terms and conditions hereof, operate and maintain
the System, as such operations are more particularly described in "Exhibit A,"
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Page 5 of 37
attached hereto and incorporated by reference herein. "Exhibit A" is referred to herein
System in accordance
as the "Scope of Work." The BRA shall operate and maintain the
with Regulatory Requirements and Reasonable Standards.
2.2 Additional Services.
In contemplating performance under the terms of this Agreement, the BRA and the
Cities hereby acknowledge that from time to time, as requested, the BRA may provide
Additional Services to the Cities, which are related to the System but are not
contemplated by the Scope of Work established herein. In that regard, the BRA and the
Cities shall detail, by separate written instrument, a description of the services to be
performed, the cost of the service, and the terms and methods of compensation to BRA.
2.3 Direction to BRA
The Operations Committee, through the Point of Contact, shall provide guidance to
BRA, and direct BRA, as appropriate, regarding all terms and conditions of this
Agreement for the services provided by BRA.
2.4 Brushy Creek Regional Wastewater System Equipment
In performing the services contemplated herein, the BRA shall be entitled to utilize the
equipment, machinery, supplies and inventory located at either of the two treatment
plant sites, but all such items shall remain the property of the System. The BRA shall
repair and maintain all equipment-and machinery in accordance with its condition and
usable life as an Operating and Maintenance Expense. In addition, the BRA may
acquire as an Actual Annual Expenditure, from time to time, equipment and/or tools to
operate and maintain the System and these items shall become the property of the
System upon termination of this Agreement.
2.5 BRA Equipment
BRA may, from time to time, use BRA-owned, leased, or rented equipment in the
services of this Agreement set forth in "Exhibit 13," attached hereto and incorporated by
reference herein. Such utilization shall be incorporated into the Annual Budget and paid
for as an Actual Annual Expenditure.
2.6 Lease and Utilization of Premises and Equipment
The Cities shall allow utilization by BRA of the laboratory and related space, and
equipment, as more specifically described in "Exhibit C,1' attached hereto and
incorporated by reference herein.
2.7 Credit for Revenues
BRA shall collect revenues, in accordance with rates approved by the Operations
Committee, from any activity in which assets of the System are used by BRA or entities
other than the Cities. The Cities shall receive credit to the Operations and Maintenance
Budget for revenues generated by BRA for operation, maintenance and use of the
System, including but not limited to septic hauler discharge permits and fees, lab lease,
sludge processing, Forest Creek Golf Course reuse water, and interest income on funds
held by BRA under this Agreement.
Page 6 of 37
ARTICLE 3.
REPAIR AND REPLACEMENT FUND
3.1 Repair and Replacement Fund.
A Repair and Replacement Fund shall be established as part of the Annual Budget and
shall be held in an interest bearing account.
3.2 Determination of Necessity to Repair.
The BRA shall be responsible for determining the necessity of any Emergency Repairs.
Upon making any determination that Emergency Repairs are required, the BRA shall
promptly notify the Point of Contact of the Operations Committee. The BRA shall
procure, design, construct) acquire, and/or install any such improvements related to the
Emergency. Repairs. At the request of the Operations Committee after the completion
of the Emergency Repairs and at Cities' expense, the BRA shall provide a written report
that specifies in reasonable detail the Emergency Repairs and the cause of the
emergency.
3.3 Restoration of Fund.
For each Fiscal Year, the BRA shall include, as a component of the Reconciliation
Value, an amount sufficient to restore the Repair and Replacement Fund to the
minimum balance of$ 100,000-00.
ARTICLE 4.
CONDITIONS TO OBLIGATIONS OF PARTIES; OWNERSHIP OF FACILITIES
4.1 Ownership of Improvements and Repairs.
All Capital. Improvements or Emergency Repairs shall become the property of the
System, recorded as an asset of the System, titled to the System, and insured by the
Cities to the extent required herein.
ARTICLE 5.
BUDGETS AND RECONCILIATION
5.1 Annual Flow Percentages.
On or before May 15
to prior to the beginning of each Fiscal Year, the Operations
Committee shall furnish the BRA with the Annual Flow Percentages. Budgeted
Operations and Maintenance Expenses, Management Fee, and unbudgeted Operations
and Maintenance Expenses charged to the Repair and Replacement Fund at the
direction of the Operations Committee shall be allocated to each City based on the
Annual Flow Percentages. Allocation of Capital Expenses charged to the Repair and
Replacement Fund at the direction of the Operations Committee shall be based on the
location in the System.
Page 7 of 37
5.2 Reserved Capacity
fore May 15th
On or be y prior to the beginning of each Fiscal Year, the Operations
Committee shall furnish the BRA with a current inventory of Capacity Reservations.
5.3 Annual Budget Preparation.
On or before June 1St prior to the beginning of each Fiscal Year hereafter, the BRA
shall furnish the Operations Committee with an updated estimate of the Annual Budget
(indicating
amounts for each of the budgets comprising the Annual Budget), for the next
Fiscal Year plus an estimate of the Reconciliation Value for the current Fiscal Year.
The Operation and Maintenance Budget shall be calculated based upon the estimated
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amount of Wastewater to be delivered to the System for the next Fiscal Year. An
Annual Budget shall not be effective and final for the purposes of calculation and
payment of the g y
he Monthly Budget Payments
ments until approved by Cities, and such approval
shall occur no later than July 15 of each year.
5.4 Notice of Monthly Budget Payments Calculation.
August 1St prior to the beginning of each Fiscal Year hereafter, the BRA
On or before g ,
shall furnish d
rnish the Operations Committee with a schedule of the Monthly Budget
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Payments to be made b the Cities to the BRA for the next ensuing Fiscal Year, as
illustrated
in "Exhibit F," attached hereto and incorporated by reference herein.
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Operations
and Maintenance Expenses and the Management Fee shall be allocated to
Cities based upon the Annual Flow Percentage. Capital Expenses shall be allocated to
Cities based on Reserved Capacity.
5.5 Monthly Budget Performance Reporting.
By the
25th of each month, the BRA will provide a report to the Operations Committee
documenting expenses enses related to the Annual Budget (indicating amounts for each of the
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budgets comprising the Annual Budget) through the preceding month.
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5.6 Adjustments. „
n in the "Scopa of Work" as more particularly described in "Exhibit A,
If any changes p
should occur, including, but not limited to, changes in Regulatory Requirements that
increase the
cost of the Annual Budget, the BRA will be entitled to additional
ion. The additional compensation will be negotiated in good faith by the
compensation. p
Operations Committee and the BRA within 30 days of receiving such request from the
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BRA. The
Monthly Budget Payments Calculation will be adjusted to reflect the
additional compensation and the new amount will be invoiced as soon as practical.
5.7 Calculation of Reconciliation Value.
around the 90th da following the close of a Fiscal Year, the Reconciliation Value
On or arou Y g
will be computed and result in an increase or decrease on the remaining Monthly
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Budget Payments for the current Fiscal Year.
Page 8 of 37
ARTICLE 6.
FINANCIAL ISSUES
PRICES AND TERMS; PAYMENTS BY CONTRACTING PARTIES
6.1 Management Fee.
In consideration for the services to be provided to the Cities as set forth in Article 2, the
Cities agree to pay a Management Fee to BRA. In the initial fiscal year of this
Agreement, the Management Fee shall be in the amount of $225,000, paid in 12 equal
monthly installments of $18,750. Thereafter the Management Fee shall be subject to
modification each year during the term of this Agreement in accordance with the Bureau
of Labor Statistics Indicator, CPI for All Urban Consumers (CPI-U). US City Average, All
Items, (hereinafter referred to as the "CPI"). The CPI published in September of 2011
shall be used as a base of 100 and the adjustment thereafter shall be to the nearest one
thousand dollars ($1,000.00). The CPI published in May of each year thereafter shall
be used to adjust the Management Fee for the Fiscal Year beginning the following
October.
6.2 Payments. to be made under this Agreement will be
It is acknowledged and agreed that payments
the primary source available to the BRA to provide for the Actual Annual Expenditures.
Payments made by the Cities under this Agreement shall be made from current
revenues available to the Cities.
6.3 Services.
All services, work, and activity specified in Section 2.1 to be provided by the BRA to the
Cities in this Agreement will be provided in consideration of the payment of the
Management Fee and the Operation and Maintenance Expense. Any additional
services requested by the Cities and provided by BRA will be subject to additional
compensation to BRA in addition to the Management Fee and the Operation and
Maintenance Expense.
6.4 Billing and Payment.
By the 15th of each month, the BRA will send an invoice to each of the Cities for the
Monthly Budget Payments for the subsequent month and any previously unbilled
Additional Services. BRA must receive full payment for the invoice from the Cities on or
before the 15 th day of the month following the invoice date (no later than 30 days) to
prevent Interest on Past Due Payment. All amounts due and owing the BRA by the
Cities, if not paid when due, shall bear interest at a rate equal to the sum of (1) one
percent; and (2) the prime rate as published in the Wall Street Journal on the first day of
July of the preceding fiscal year that does not fall on a Saturday or Sunday. The BRA
shall have the ability to terminate this Agreement without further liability or obligation in
the event that any of the Cities should remain delinquent in any payments due
hereunder for a period of ninety (90) days.
Page 9 of 37
6.5 Audit.
The g J,
Cities have the right, subject to a three (3) business day notice and during normal
business hours, at their cost, to inspect or audit the BRA's books and records applicable
tot g an
his Agreement for Fiscal Year to determine whether the BRA has complied with
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the terms of this Agreement.
ARTICLE 7.
INSURANCE
7.1 Provision for Insurance.
(a) g Following the execution of this Agreement, the BRA will have its insurance
carriers issue direct to the Cities, certificates of insurance for the following insurance
coverage:
i) Workers Compensation Insurance as
prescribed b law .................................................. Statutory Limit
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iiGeneral Liability ............... .......................................... $570007000
The
BRA shall ensure that the insurance coverage stated herein shall be maintained in
force throughout the term of this Agreement and the Cities shall be named as an
Additional Insured.
(b) g Following the execution of this Agreement, the Cities will have their
insurance carriers issue direct to the BRA certificates of insurance for the following
insurance coverage:
i) General
Liability ......................................................... $5,000,000
The Cities shall ensure that the insurance coverage stated herein shall be maintained in
force throughout the term of this Agreement and the BRA shall be named as an
Additional Insured. The Cit of Austin is self-insured and, in lieu of the above-required
insurance, may annually certify such fact to the BRA.
All policies evidencingthe insurance required by this Section shall be maintained with
insurance companies qualified under the laws of the State.
ARTICLE 8.
REGULATION OF QUALITY OF TREATED WASTEWATER
8.1 Treated Wastewater Quality.
In order top ermit the BRA to properly treat and dispose of wastewater in compliance
with a Regulatory q
II Re ulato Requirements, to protect the public health, to permit cooperation with
entities for the protection of the physical, chemical and bacteriological quality of
other e
public water and watercourses, and to protect the properties of the System, the Cities
Page 10 of 37
and the BRA agree that the quality of all wastewater discharged must be regulated.
The Cities hereby agree that the quality of the wastewater to be discharged by the
Cities shall comply with the parameters established by the BRA as set forth in "Exhibit
D1)I "Inadmissible Waste," attached hereto and incorporated by reference herein, and
the Permits issued to the Cities. In that regard, the Cities specifically agree that the
Wastewater that they shall discharge to the System for treatment, pursuant to this
Agreement, shall be in accordance with the parameters set forth in the pretreatment
requirements in the Permits.
8.2 Testing of Wastewater.
The BRA shall analyze samples of the Wastewater delivered hereunder at such
frequencies and in accordance with sampling and analytical procedures as required
from time to time by the BRA. The BRA shall be entitled to collect samples of
Wastewater in the System, at any Point of Entry, and at points within the City Systems
and cause the same to be analyzed by various applicable quantitative .and qualitative
methods to determine if such Wastewater is within the established parameters. The
Cities may, at their option, also take and analyze similar, but not necessarily the same,
samples of their Wastewater. Other samples and measurements may be analyzed as
required by the Permits or other Regulatory Requirements. If analysis discloses that the
Cities' Wastewater is not within the allowable parameters, it shall be the Cities'
obligation to immediately cease discharging such Wastewater.
8.3 Reporting of Potential Violations.
In the event the Operations Committee becomes aware of any significant factor or event
that may affect the efficient operation or maintenance of the System or may result in a
violation oft Agreement or any Regulatory Requirements, the Operations Committee
shall immediately notify the BRA of such factor or event. In addition, the Cities agree to
immediately tender to the BRA all correspondence received from any Federal State or
local regulatory agency, which relates to the System.
ARTICLE 9.
LIABILITY
9.1 Cities' Responsibility; BRA Responsibility.
If the Wastewater discharged into the System exceeds the System design parameters;
or fails to meet the standards established under the provisions of this Agreement; or
fails to comply with Regulatory Requirements and such Wastewater results in any of the
following: Permit exceedances; violations of any Federal, State or local law, rule,
regulation or ordinance; environmental damages or any other damage, the Cities (as
between BRA and the Cities) shall be responsible for all costs and expenses resulting
therefrom.
In performing the services contemplated by this Agreement, the BRA will use its best
efforts to maximize the System' performance; however, the BRA shall not be
responsible and the Cities shall be responsible for the costs and expenses of any fines,
Page 11 of 37
penalties, liabilities, claims, damages, causes of action, resulting from any of the
following: loading exceeding the System design parameters; influent containing
abnormal, toxic, hazardous, and/or other substances which cannot be removed or
treated by the existing System or which contain discharges which violate applicable
sewage rules, regulations, and/or Permit levels; flow or conditions exceeding the design
parameters of the existing System; product water containing abnormal, toxic,
hazardous, and/or other substances which violate any and all Federal, State and local
statutes, rules, regulations, standards, levels or Permits; and/or any other problems
resulting from inability or inadequacy of the existing System.
BRA shall be responsible for the costs and expenses of liability, damages, injury or loss
(including administrative or civil fines and penalties) which may arise from BRA's breach
of any provision of this Agreement, or from BRA's negligent Operation and Maintenance
or willful acts, to the proportion such breach or negligence or willful act contributed to
the damages, injury, or loss.
9.2 Notice of Claim.
If any action or claim is brought against a Party to this Agreement based upon an
alleged act or omission in connection with the provision of the services contemplated by
this Agreement, the Party receiving notice shall immediately notify the other Parties of
such action, enclosing a copy of all papers served.
9.3 Continuation of Responsibility.
The responsibilities of the Parties under this Agreement shall survive termination of this
Agreement to the extent such liabilities are attributable to actions or omissions before
such termination.
ARTICLE 10.
OPERATION OF FACILITIES
10.1 Independent Contractor
The BRA shall be responsible for the operation and maintenance of the System and will
be an independent contractor.in fulfilling all of the obligations under this Agreement and
shall not sub-contract out the Operations and Maintenance responsibility for the
System.
10.2 Regulatory Action.
The Parties recognize that the obligations of the BRA to render services as provided in
this Agreement are subject to Regulatory Requirements, and the Parties agree to
cooperate to make such applications and to take such action as may be necessary or
desirable to obtain compliance therewith.
10.3 Inspection.
The Cities will permit the BRA and its environmental consultants, at BRA's discretion, to
enter each City's System during normal business hours to conduct an environmental
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assessment to determine the environmental condition of each City's System, and to
have access to the records of the Cities directly related to each City's System with
twenty-four (24) hour notice.
ARTICLE 11.
TERM AND TERMINATION
11.1 Term.
Unless terminated pursuant to the provisions hereof or by mutual agreement of the
Parties hereto, this Agreement shall continue in force and effect until September 30,
2021.
11.2 Termination.
(a) This Agreement may be terminated as follows:
(i) By the BRA or the Cities upon written notice in the event of the
following:
(1) any Federal, State or local agency should fail to issue any of
the Permits or if any of the Permits should be revoked modified or
amended;
(2) any order or ruling should be enacted, promulgated or
issued by any governmental agency having jurisdiction over the
subject matter of this Agreement and the effect of such change,
order or ruling makes it impossible or illegal for the BRA to perform
its obligations under this Agreement; or
(3) some other event occurs which makes the continued
operation of the System impossible;
(ii) By the BRA for any reason, upon providing not less than one
hundred eighty (180) days written notice to the Cities or by the Cities for
any reason, upon providing not less than one hundred eighty (180) days
written notice to the BRA.
(b) The Parties agree to notify each other immediately upon receipt of notice
of any action proposed by a Federal, State, or local agency to revoke, modify, or amend
any of the Permits or any action by any governmental agency having jurisdiction over
the subject matter of this Agreement proposing a change, order, or ruling which would
make impossible or illegal for the BRA to perform its obligations under this Agreement.
(c) Upon termination of this Agreement, all obligations of all of the Parties
under this Agreement shall terminate and be of no further force and effect, except to the
Page 13 of 37
extent that it is specifically stated herein that any such obligations shall survive
termination.
(d) Upon termination of this Agreement, the BRA agrees to cooperate with the
Cities, where reasonably possible, to assist in the Cities' assumption of the operation
and maintenance of the System. Additionally Cities agree to pay BRA for all
outstanding amounts due under the terms of this Agreement.
ARTICLE 12.
MISCELLANEOUS PROVISIONS
12.1 Remedies Upon Default.
In the event of a dispute with respect to this Agreement, or if one Party believes that the
other Party is in default of any of the provisions in this Agreement, and such default has
not been cured within the time periods prescribed by this Agreement, prior to instituting
litigation, the Parties agree to first attempt to resolve such matter through direct
discussions in the spirit of mutual cooperation, and may engage in mediation or other
alternative dispute resolution methods as mutually agreed between the Parties. If
neither a negotiated nor mediated resolution is obtained, the Parties may pursue any
available legal or equitable remedy, including specific performance and mandamus. No
right or remedy granted herein or reserved to the Parties is exclusive of any other right
or remedy herein by law or equity provided or permitted; but each shall be cumulative of
every other right or remedy given hereunder. The Parties expressly agree that this
.Agreement constitutes a contract for goods and services in accordance with Chapter
271, Subchapter I of the Texas Local Government Code in that BRA shall be providing
wastewater treatment and disposal services to the Cities and that the provisions thereof
apply to and govern claims regarding this Agreement, with the exception that attorneys
fees are expressly excluded and shall not be awarded to any Party under any
circumstances.
12.2 Force Majeure.
In the event any Party to this Agreement is rendered unable, wholly or in part, by force
majeure to carry out any of its obligations under this Agreement, excluding the
obligation to make the payments required under this Agreement, then the obligations of
such Party to the extent affected by such force majeure and to the extent that due
diligence is being used to resume performance at the earliest practicable time, shall be
suspended during the continuance of any inability so caused to the extent provided but
for no longer period. As soon as reasonably possible after the occurrence of the force
majeure relied upon, the Party whose contractual obligations are affected thereby shall
give notice and full particulars of such force majeure to the other Party. Such cause, as
far as possible, shall be remedied with all reasonable diligence. The term "force
majeure," as used herein, shall mean acts of God, strikes, lockouts or other industrial
disturbances, acts of the public enemy, orders of any kind of the government of the
United States or the State or any civil or military authority other than a party to this
Agreement, ,insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
Page 14 of 37
hurricanes, storms, floods, washouts, droughts, arrests, civil disturbances, explosions,
breakage or damage to machinery or equipment, or impossibility by operation of law,
which are not within the control of the party claiming such inability and such problem
could not have avoided by the exercise of due diligence and care. It is understood and
agreed that any force majeure shall be remedied with all reasonable dispatch.
12.3 Waiver.
No waiver on any breach or default (or any breaches or defaults) by any Party hereto of
any terms, covenants, conditions, or liability hereunder, or of performance by the other
party 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.
12.4 Addresses and Notices.
All notices which the BRA or the Cities may be required, or may desire, to serve on the
other shall be in writing and shall be served by personal delivery or by depositing the
same with the U.S. Postal Service, first-class or certified mail, postage prepaid, return
receipt required, and addressed to the respective party at the addresses set forth below.
All notices shall be deemed received within five (5) business days of deposit in the mail.
The addresses stated shall be effective for all notices to the respective Parties until ,
written notice of a change of address is given pursuant to the provisions hereof:
BRA:
Brazos River Authority
4600 Cobbs Drive
P.O. Box 7555
Waco, Texas 76714-7555
CITIES:
(for Notices)
Round Rock:
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
Attn: City Manager
CC: Steve Sheets
City Attorney
309 E. Main Street
Round Rock, Texas 78664
Page 15 of 37
Cedar Park:
City of Cedar Park
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: City Manager
CC: Charles Rowland
City Attorney
600 North Bell Blvd.
Cedar Park, Texas 78613
Austin:
City of Austin
Austin Water Utility
P.O. Box 1088
Austin, Texas 78767
Attn: Director
CC: Sharon Smith
Assistant City Attorney
Law Department
City of Austin
P.O. Box 1088
Austin, Texas 78767
Leander:
City Manager
City of Leander
200 West Willis Street
Leander, Texas 78641-1781
Fax No. (512) 528-2831
City Engineer
City of Leander
200 West Willis Street
Leander, Texas 78641-1781
Fax No. (512) 528-2831
CC: Knight & Partners
Attorneys at Law
223 West Anderson Lane #A-105
Austin, Texas 78752
Fax No. (512) 323-5773
Page 16 of 37
CITIES:
(for Invoices)
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
Attn: Accounts Payable
City of Cedar Park
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: Accounts Payable
City of Austin
Austin Water Utility
P.O. Box 1088
Austin, Texas 78767
Attn: Accounts Payable
City of Leander
P.O. Box 319
Leander, Texas 78646-0319
Attn: Director of Finance
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 15 days written notice to the other Parties.
12.5 Modification.
This Agreement shall not be amended except in writing and executed by all Parties.
However, the Operations Committee and BRA, through mutual consent, may amend
any exhibit attached hereto and incorporated by reference herein to reflect changes,
corrections, additions, or deletions to items contained within the exhibits attached hereto
and incorporated by reference herein.
12.6 Assignability of this Agreement.
This Agreement, and all rights, duties and obligations hereunder, shall not be
assignable by either Party without the prior written consent of the other Party.
12.7 Parties in Interest.
This Agreement shall be for the sole and exclusive benefit of the BRA and the Cities,
and shall not be construed to confer any benefit or right upon any third party.
12.8 Severability.
The provisions of this Agreement are severable and if any part of this Agreement or the
application thereof to any person or circumstance shall ever be held by any court of
Page 17 of 37
competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of
this Agreement and the application of such part of this Agreement to other persons or
circumstances shall not be affected thereby.
12.9 Representations and Warranties.
Each party hereto represents and warrants to the other that (1) such party is validly
existing and operating under the laws of the State of its creation or incorporation, as
applicable, and the laws of the State; (2) such party has full requisite power and
authority to perform its obligations under this Agreement; (3) the execution, delivery,
and performance of this Agreement has been authorized by all necessary action of the
governing body, or board of directors, as applicable, of such Party; (4) this Agreement is
a valid and binding obligation of such Party enforceable against such Party in
accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or other law affecting creditors rights generally and by general
equitable principles; and (5) the execution, delivery, and performance of this Agreement
by such party does not, and will not (A) violate the statute, character or other instrument
pursuant to which such party was created; (B) violate the Constitution of the State, or
any other law, rule, or regulation by which such party is bound; (C) violate any
judgment, writ, order, injunction, award, or decree of any court, arbitrator, administrative
agency or other governmental authority which is binding upon such party; or (D) result
in a material breach, violation, or default under any indenture, covenant, mortgage,
ordinance, bond resolution, contract, deed of trust, debenture, agreement, or other
in I strument to which such Party is a party.
12.10 Merger.
This Agreement, together with the exhibits attached hereto and incorporated by
reference herein, constitutes the entire Agreement between the Parties relative to the
subject matter hereof.
12.11 Future Agreement.
The inclusion of terms and conditions in this Agreement shall not be interpreted as
agreement among the Parties to include the same or similar terms and conditions in
future agreements among the Parties pertaining to the same subject matter.
Page 18 of 37
BRAZOS RIVER AUTHORITY
by:
Phil Ford, General Manager/CEO
Attest:
By:
Nancy Adams, Executive Assistant
Page 19 of 37
CITY OF AUSTIN, TEXAS
By:
Rudy Garza, Assistant City Manager
Page 20 of 37
CITY OF CEDAR PARK, TEXAS
By:
Bob Lemon, Mayor
Attest:
By:
LeAnn Quinn, City Secretary
Page 21 of 37
CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor.
Attest:
By:
Sara White, City Secretary
Page 22 of 37
CITY of LEANDER, TEXAS
By:
John Cowman, Mayor
Attest:
By:
Debbie Haile, City Secretary
Page 23 of 37
List of Exhibits
Section 2
• .1 "Exhibit.A" Scope of Work
Section 2.5 "Exhibit B" BRA Equipment Inventory
Section 2
• .6 "Exhibit C" Leased Premises
Section 8
• .1 "Exhibit D" Inadmissible Waste
Definitions• "Exhibit E" System Information
Section 5.4 "Exhibit F Y" Monthly Compensation Example
Page 24 of 37
Exhibit A
Scope of Work
BRA will:
Personnel Staffing
1. Provide qualified personnel to operate and maintain the System, described
more fully in Exhibit E, pursuant to this Agreement. The BRA will staff the
System to meet the requirements specified in the Permits and budgeted level
of service.
2. Identify BRA employees and vehicles with badges and/or appropriate decals.
3. Manage any BRA personnel issues of BRA personnel operating and
maintaining the System such as hiring, worker's compensation, termination,
performance counseling, safety, and training.
4. Minimize overhead expenses and administrative costs.
5. Provide a semi-annual and annual report on direct labor charges in the format
presented in the budget adopted by the Operations Committee.
6. Use generally accepted accounting and internal control standards in
performing all financial transactions.
Communications
7. Respond to inquiries, complaints, and concerns in a professional, courteous,
and timely manner. Use best efforts to promote good relations with the Cities'
customers, stakeholders, 'regulators, and residents.
8. Monitor and track all complaints and inquiries received from the public, if any.
Notify the Point of Contact of all complaints and inquires.
9. Respond to any routine inquiries or reporting requirements of any
governmental authority or their consultants in a prompt and professional
manner.
10.Communicate in a proactive, prompt, and professional manner to affected
parties, media, stakeholders, and regulators regarding overflows, or other
operations and maintenance matters that will affect the public. Promptly
notify the Point of Contact of such communications.
Page 25 of 37
Coordination of Services and Operations
11.Coordinate operations and maintenance of the System with neighboring
entities or corporations as necessary or as requested by the Operations
Committee.
12.Coordinate with other Cities' advisors, including attorneys, engineers,
accountants, and financial consultants as necessary or as requested by the
Operations Committee.
Meeting Preparations and Attendance
13.Attend City Council meetings and any special meetings at which the
Operations Committee requests the BRA's attendance. Provide routine
operating and financial information.
14.Attend regular Operations Committee meetings regarding the System.
Provide routine operating and financial information.
Permits and Document Management
15.Complete, in a timely manner, all required documentation and pay all fees for
TCEQ, United States Environmental Protection Agency, the Permits related to
the operation and maintenance of the System, including but not limited tothe
monthly discharge monitoring reports, industrial stormwater monitoring and
reporting, sanitary sewer overflow reports and the annual pretreatment
program report.
16.Dispose of records in accordance with BRA records retention policies.
17.Prepare and present to the Operations Committee for approval all
applications to the TCEQ for renewals of the Permits. Coordinate with the
Operations Committee on such renewal processes, including review and
comment on draft Permit revisions proposed by TCEQ.
18.Manage and maintain in an efficient, organized, and readily available manner
in the original format provided, using information technology tools as
appropriate, the following to the extent possible:
• all System plans and specifications, as-built drawings, records, and
easements delivered to BRA by the Cities, in a readily available and
organized manner, copies of contracts made with vendors, and
consultants,
• a comprehensive and detailed asset listing of the components of the
System delivered to BRA by the Cities,
Page 26 of 37
• a comprehensive and detailed list of easements associated with the
System provided by the Cities,
• water quality analyses,
• billing documents and all budgets,
0 documentation of overflows,* bypasses, and System failures,
0 documents related to Points of Entry into the System delivered to BRA by
the Cities,
0 documentation of repairs to the System by BRA after the effective date of
this Agreement,
0 a comprehensive list (Exhibit B) and documentation of maintenance of
. System equipment and vehicles,
0 documentation of safety issues and actions,
0 internal and vendor inspection reports,
0 documentation of inflow and infiltration studies of the System and actions,
as delivered to BRA by the Cities, and
0 flow data collected from metering equipment located at Points of Entry and
along the interceptors in the System.
Budget and Accounting
19.Make recommendations and prepare the Annual Budget in a timely manner.
Provide the Operations Committee a copy of the documents and backup
documentation if requested.
20.Monitor, track, and regularly report the expenses related to the Annual
Budget.
21.Submit accurate and timely billings to the Cities in accordance with this
Agreement.
22.Promptly pay all vendors and third party contractors. All penalties and
interest due on late payments shall be BRA's responsibility and shall not be
charged to the Cities, unless such penalties and interest due are based upon
the direction of the Point of Contact.
23.Accurately reflect all Cities' payments prior to any Reconciliation Value
calculations.
24.File and monitor any insurance claims in a timely manner.
25.Inventory and maintain a listing of System equipment and vehicles, and the
value of all such assets that are acquired after the execution of this
Agreement.
Page 27 of 37
System Monitoring and Emergency Response
26.Maintain 24-hour-per-day telephone dispatch service, with qualified personnel
available to respond in the event of an emergency. The telephone number for
such service shall be displayed at all gated facilities of the System.
27.Emergency services shall include services required as a result of a hazardous
condition, or problem that would cause an unauthorized discharge or damage
to personal property, a Permit violation, endanger the public's health and
safety, a serious degradation of water quality at one or more customer
locations or a condition which, in the opinion of BRA or Cities' representative,
poses an immediate threat to develop into one of the emergencies listed
above. In the event of an emergency, the BRA shall have the authority to act
without special instruction or authorization from the Cities in order to prevent
or minimize damage, injury or loss resulting from such emergency.
28.Ensure all System lift stations and other critical equipment have reliable alarm
systems to monitor equipment operations, capacities, and electrical power.
29.Monitor and respond to any automated alarm systems installed in the System.
30.Assist in inspections related to Cities connections to the Collection System.
31.Manage federal Risk Management Program (40 CFR 68); provide compliance
oversight for applicable Environmental, Health and Safety, Security and
Emergency Management regulatory requirements. Identify non-compliances,
provide recommendations, and implement corrective actions as appropriate.
Notify the Operations Committee of respective program activities according to
contract provisions.
32.Coordinate, manage and report overflow response and remediation for the
System.
33.Advise the Operations Committee of recommended Capital Improvements
when necessary and as part of the Annual Budget preparation.
34.Advise the Point of Contact of Emergency Repairs in a timely manner.
35.Monitor flows and respond to odor complaints in the System. Monitor
permitted water quality characteristics in the System. Advise the Operations
Committee of anomalies, trends, and results of improvements.
36.Provide all verbal and written notice of Permit exceedances or violations to
the TCEQ in accordance with the provisions of the Permits and copy the Point
of Contact on such notifications.
Page 28 of 37
37.Provide all responses to TCEQ inspections in consultation with the
Operations Committee. Implement any corrective actions requested by
TCEQ and notify the Operations Committee.
38.Respond to all overflows and System failures in a timely, organized, and
efficient manner to minimize or eliminate environmental, public health and
safety, and financial impacts.
Operation of System
39.Provide personnel, materials, vehicles, equipment, and hand tools necessary
for the routine operation of the System. Brushy Creek Regional Wastewater
System equipment as described in Exhibit "B" of this Agreement will be made
available to BRA personnel for continued use on the System. The BRA shall
replenish all supplies necessary for the continuing operation of the System.
Reasonable office space and vehicle parking will be provided* at the
Treatment System, at no charge to BRA, for only those System-related
activities.
40.Provide licensed operators to operate the System and to perform all
inspections, tests, sampling and laboratory analyses of such System in
compliance with Regulatory Requirements, the Permits, or by this Agreement.
41.Exercise and repair System valves, equipment, vehicles, and off-line
equipment as necessary to maintain reliable performance.
42.Optimize the use of chemicals and electricity for the System.
43.Manage all contracted services related to the System daily operations such
as chemical delivery, sludge disposal, and liquid waste acceptance.
44.Ensure that the approved pretreatment program complies with all Regulatory
Requirements. Ensure that all owners Or participating Cities are notified of
the requirements of the approved pretreatment program.
45.Assist with capital improvement projects, including Edwards Aquifer Recharge
Zone compliance requirements, as an Additional Service as requested by the
Operations Committee and agreed to by BRA.
Inspection of System
46. Inspect the Treatment System, as identified in Exhibit E, each weekday
(Monday — Friday), and maintain a daily log of each inspection, reflecting
the date and time of each inspection, the personnel performing the
inspection, and any action taken, as part of the permanent records of the
Page 29 of 37
System. Provide such services on weekends and holidays as needed to
ensure proper operation of the System.
47. Inspect the Collection System, as identified in Exhibit E, on a periodic basis
and as deemed necessary, and maintain a log of each inspection, reflecting
the date and time of each inspection, the personnel performing the
inspection, and any action taken, as part of the permanent records of the
System.
48.Make periodic general observations of System equipment, and vehicles, and
provide recommendations for Capital Improvements in a timely manner and
as part of the Annual Budget preparation.
Maintenance and Repair of System
49.Maintain a scheduled maintenance program including an updated
maintenance checklist, schedule of maintenance, and replacement program
based on equipment manufacturers' recommendations and staff experience.
50.Perform all preventive maintenance, including, but not limited to, routine
cleaning, lubrication and adjustment of equipment, cleaning or replacement of
filters and belt adjustments required pursuant to the scheduled maintenance
program established in accordance with the preceding subparagraph, and
record all equipment serviced and the procedures and supplies utilized in
order to provide an up-to-date history of all service, maintenance and
replacements provided. As directed by the Operations Committee, the BRA
will be responsible for maintaining all manufacturers' warranties on System
equipment and vehicles purchased for the System after the Effective Date of
this Agreement.
51.Monitor, track, and report the amount of preventive maintenance compared to
reactive maintenance.
52.Inspect, clean and maintain appearance of System, including mowing and
trimming of ground cover, in accordance with industry standards.
53.Use generally accepted business practices to procure materials and
replacement equipment. The BRA shall not be responsible to the Operations
Committee for any guarantees in connection with such materials or
replacement equipment. The BRA shall use its best efforts to maintain the
normal guarantees applicable in the particular industry manufacturing such
materials or replacement equipment.
Page 30 of 37
Reporting
54.Complete and certify any documents required for routine self-monitoring
and/or self-reporting purposes. Prepare and submit all routine operational
and/or regulatory reports required by the Permits and in compliance with
Regulatory Requirements.
55.Prepare month ly reports in a format and method acceptable to the Operations
Committee showing:
0gallons treated for the month and cumulatively,
0 variance report for the budget and actual expenses,
0 percentage of preventive maintenance activities compared to preventive
and reactive maintenance)
0 kWhper million gallons treated,
• chemical dosage per million gallons treated per chemical,
• wastewater inflow parameters versus treated discharge parameters in
relation to permit requirements, and problems with
• operational issues and associated corrective actions for pro
wastewater quality, major equipment, overflows) inflow and infiltration,
safety, etc.
Page 31 of 37
Exhibit B
BRA Equipment Inventory
These are assets that the Brazos River Authority has purchased through the
BCRWS Operating budget, unless noted otherwise. These assets, if not retired
before the termination of this Agreement, will revert to the System upon the
termination of this Agreement.
Asset Location Asset# Description In L Cost
Servi if
ce e
date
M
0
n
t
h
s
BCRWWS 1899 Chlorine Process Analyzer 8/1/2 1 $6,770.
East Plant 000 2 00
0
BCRWWS 1902 Master Tool Set 8/1/2 1 $71106.
East Plant 000 21 96
0
BCRWWS 1913 One Ton Crane 12/1/ 1 $7,003.
East Plant 1996 2 00
0
BCRWWS 1968 Oxygen Analyzer 12/1/ 6 $16,30
East Plant 2000 0 5.00
BCRWWS 2326 DO Analyzer 11/1/ 8 $15,69
East Plant 2003 4 0.00
BCRWWS 2490 John Deere Tractor& Loader 6/29/ 1 $24719
East Plant 2007 2 8.00
0
BCRWWS 2553 VibrAlign Laser Alignment 6/18/ 1 $6,856.
East Plant 2008 2 05
0
BCRWWS 2615 Mixing Unit(Anoxic Zone) 2/28/ 1 $18,46
East Plant 2009 2 8.00
0
BCRWWS 8569 2003 Ford F-250 Truck 4/1/2 6 $27192
East Plant 003 0 6.00
BCRWWS 5467 2004 Ford Ranger 3/1/2 6 $10,69
East Plant 004 0 7.00
BCRWWS 5468 2004 Ford Ranger 3/1/2 6 $10,69
East Plant 004 0 7.00
BCRWWS 1922 2004 Chevy 2500 12/l/ 6 $20,59
East Plant 2003 0 5.00
BCRWWS 2199 2007 Ford F 500 w/Crane 2/7/2 6 $58,98
0
East Plant 07 0 3.00
BCRWWS 9241 2009 Ford F150 2/11/ 6 $14,08
East Plant 2009 0 6.00 -
BCRWWS 2676 Polaris 12/31 8 $5,637.1
Page 32 of 37
East Plant (1) /2009 4 00
BCRWWS 2677 Polaris 12/31 8 $5,637.
East Plant (1) /2009 4 00
BCRWWS 2678 Polaris 12/31 8 $5,637.
East Plant (1) /2009 4 00
(1) The three Polaris Rangers were originally purchased by LCRA through the Expansion
Construction. The titles were sent to the City of Round Rock after the divestiture. The City of
Round Rock forwarded the titles to BRA. BRA has put the titles in BRA's name.
Page 33 of 37
Exhibit C
Leased Premises
Dru8hy° Creek. AdmInist radon Su l,cll"g - Lab Space
R # f
CM
Nunn
Clog=
♦ .. � +r.Y ri s M. w� �.�w..+�.r•r +.��•�w in r+r�. +w•arr.r rw.mta&�+wt.vMs�n4
,,....,»,oma ..•..�..�....,:.�.�
v
f f
Py
' t
r
,�..rww+w riw•r+., r« �' s �.�,+�w+r wrs:ra. a' "'• y
f f f f
4 M
'wf
f
ypgFal�WWM w lwenmaroune•
a.awxemm•..r�rart s aaaa.wa a•a.aaa..�a as mc�..t w«.+a�.�a�a.+ee �.... ..�• d.
x ,
f
�..,., y Gam'ER1��'
Nt'Ffe7R t0 3Wwf�Ct�!G '•�
�y ice+ �y�^�' ��w�� � • s
A6�Gl1•'R'�'La+rT!!a biVLa"a O+•J►YMN*'1t'.. �M!'►
i,r�r� qOR fir.MR.
The lab space to be utilized by the BRA under Section 2.6 of the Agreement is the
area cross-hatched above.
Page 34 of 37
Exhibit D
Inadmissible Wastes
In accordance with the provisions of Article 8 of the Wastewater Services Agreement,
the Cities agree to comply with 40 CFR 403.5, "National pretreatment standards:
Prohibited discharges" and TCEQ-Approved Pre-Treatment Program for the system.
Additionally, each City agrees not to discharge, or allow to be discharged, to the System
any pollutant which causes pass-through or interference with the operation of the
Treatment System, or causes a violation of the Treatment System's Federal or State
discharge permit.
Page 35 of 37
Exhibit E
System Information
"System means the existing Brushy Creek Regional Wastewater System components as
detailed in the map attached hereto as a part of this Exhibit E, and any additions to the
System that may be added as provided in this Agreement. The System consists of the
Collection System and the Treatment System.
• "Treatment System" means the wastewater treatment system and any additions
to the Treatment System that may be added as provided in this Agreement. The
Treatment System consists of the Brushy Creek East Regional Wastewater
Treatment Facilities, and the Brushy Creek West Regional Wastewater
Treatment Facilities.
• "Collection System" means the wastewater collection system and any additions
to the Collection System that may be added as provided in this Agreement. The
Collection System includes the wastewater collection pipeline and its
appurtenances from Node 'A' through Node 'S', the Onion Creek Interceptor, the
Onion Creek Relief Interceptor, Lake Creek Interceptor, the Southwest
Interceptor, and the South Interceptor.
Page 36 of 37
Exhibit F
Monthly Compensation Example
Net amount due from BCRWWS customers 51330,529.00
/ 12 mos.
Monthly amount due from BCRWWS customers $ 444,210.75
2)Allocated as follows (based on billable flows)
City of Round Rock 60-91%
Sub-Regional Customers (1) 10.52% 71.43%
Total City of Round Rock Allocation
City of Cedar Park 20.04%
City of Austin 4.28%
City of Leander 4.25%
100.00%
(1) Round Rock is taking on sub-regional customers Brushy Creek MUD and Fern Bluff MUD
3)Calculation of monthly amount due from each customer
Monthly amount due from BCRWWS customers $444,210.75
City of Round Rock 71.43% 3171299.74
City of Cedar Park 20.04% 89,019.83
City of Austin 4.28% 19,012.22
City of Leander 4.25% 187878.96
100.00% $444,210.75
Page 37 of 37
AI
Aw
CityCouncil enda SummarySheet
Ot o
PU POS .PASSIOR PROSPERITY
Agenda Item No. 11A6.
Consider a resolution authorizing the Mayor to execute a Wastewater Services Operating
Agreement between Brazos River Authority, City of Round Rock, City of Cedar Park, City of
Agenda Caption: Austin and City of Leander.
Meeting Date: September 22, 2011
Department: Utilities and Environmental Services
Staff Person making presentation: Michael Thane, P.E.
Utilities Director
Item Summary:
On December 8, 2009, the Cities of Round Rock, Cedar Park, and Austin purchased the Brushy Creek Regional
Wastewater System (BCRWWS) from the Lower Colorado River Authority (LCRA). The Brazos River Authority (BRA)
operated and maintained the BCRWWS under LCRA's ownership and although their existing agreement was
terminated at closing,. BRA has continued to operate and maintain the system since December 2009 without an
operating agreement. In May 2010, the Cities entered into a Wastewater Services Operating Agreement with the
BRA for the operation and maintenance (O&M) of the BCRWWS. The BRA is responsible for the O&M of the System
in accordance with the regulatory requirements and reasonable standards, and as outlined in the terms and
conditions of this agreement. The O&M expenses and the management fee are allocated to the Cities based on the
Annual Flow Percentage of each City and the Capital expenses is allocated based on Reserved Capacity in the
treatment plants and interceptors of each City. Round Rock's capacity in the treatment plant, which includes
wholesale customers Brushy Creek Municipal Utility District (MUD) and Fern Bluff MUD is 81.96%, which equates to
20.08 million gallons per day (mgd) of the BCRWWS treatment plant capacity of 24.5 mgd. The existing agreement
remains in effect until September 30, 2011.
The Cities would like to continue to contract with BRA for operations of the BCRWWS. In consideration for the
services to be provided by BRA, the Cities agree to pay a Management Fee to BRA. In the initial fiscal year of this
Agreement, the Management Fee shall be in the amount of $225,000, paid in 12 equal monthly installments of
$18,750. Thereafter, the Management Fee shall be subject to modification each year during the term of this
Agreement in accordance with the Bureau of Labor Statistics Indicator, CPI for All Urban Consumers (CPI-U), US City
Average, All Items, (hereinafter referred to as the "CPI"). The CPI, published in September 2011, shall be used as a
base of 100 and the adjustment thereafter shall be to the nearest one thousand dollars ($1,000.00). The CPI
published in May of each year thereafter shall be used to adjust the Management Fee for the Fiscal Year beginning
the following October. This Agreement shall be in effect for 10 years until September 30, 2021.
Cost: FY-12 Management Fee $225,000(Round Rock's portion is 64.5 or$145,125)
Source of Funds: Utility Fund
Date of Public Hearing(if required): N/A
Recommended Action: Approval
WASTEWATER SERVICES OPERATING AGREEMENT
BETWEEN BRAZOS RIVER AUTHORITY, CITY OF ROUND ROCK, CITY OF CEDAR
PARK, CITY OF AUSTIN AND CITY OF LEANDER
THIS WASTEWATER SERVICES OPERATING AGREEMENT ("Agreement"),
dated and entered into to be effective as of the 1st day of October, 2011 (the "Effective
Date"), by and between the Brazos River Authority (hereinafter called the "BRA"), and
the Cities of Round Rock, Cedar Park, Austin, and Leander (individually, "City";
collectively called "Cities"), is hereby executed in contemplation of the mutual
consideration, covenants, obligations, and benefits provided in this Agreement. BRA
and the Cities are authorized to make this Agreement under the provisions of Chapters
30 and 49, Texas Water Code; Section 791.026, Texas Government Code; and other
applicable provisions of state law. Accordingly, the Parties hereby agree as follows:
ARTICLE 1.
DEFINITIONS
1.1 Definitions.
Terms and phrases used in this Agreement, unless the context clearly demonstrates
otherwise, shall have the following meanings:
"Actual Annual Expenditures" means all recorded financial transactions for Operation
and Maintenance Expenses, Capital Expenses, Management Fee, Repair and
Replacement Fund, or other costs related to the Annual Budget during any Fiscal Year.
"Additional Service(s)" means activities performed by the BRA which are not specifically
defined in the Scope of Work of this Agreement and which are performed for the Cities
at an additional cost, agreed to by the Parties.
"Agreement" means this Agreement, together with all exhibits attached hereto and
incorporated by reference herein.
"Annual Budget" means the combination of the Operation and Maintenance Budget,
Capital Expense Budget, Management Fee, and Repair and Replacement Fund.
"Annual Flow" means the amount of wastewater generated in each City's service area
delivered to the System on an annual basis, as calculated by the Operations
Committee, in accordance with Section 8.2 of the Master Contract and Sections 5.1 and
5.2 of this Agreement.
"Annual Flow Percentages" means each City's proportionate share of the Annual Flow.
"BRA" means the Brazos River Authority.
00231734.DOC
12 - ll-v°1 -22-il
"Capital Expenses" means all direct costs for the design, permitting, construction and/or
acquisition of Capital Improvements including the costs of acquiring any necessary
easements, rights of way, or fee simple title to real property. Capital Expenses shall not
include the Management Fee or Operations and Maintenance Expenses.
"Capital Expense Budget" means the annual amount budgeted for all Capital Expenses
during any Fiscal Year.
"Capital Improvements" means physical improvements to or assets of the System, with
an expected useful life of a minimum of three years and of the type generally
categorized as a capital improvement and/or a capital expense in individual budgets of
the Cities including but not limited to repairs and/or replacement of damaged, worn out
or obsolete portions of the System and any new additions to or improvements made to
the System, including Expansion, Emergency Repairs, and other improvements
necessary for the System to meet or maintain Regulatory Requirements and/or improve
operations of the System for the benefit of the Cities.
"City" or "Cities" means the Cities of Round Rock, Cedar Park, Austin, and Leander.
"City's System" means each City's wastewater disposal system, owned by such City,
through which it provides retail and/or wholesale wastewater service within its service
area.
"Collection System" means the wastewater collection system as detailed in the K. Friese
and Associates "Brushy Creek Regional Wastewater System" map, dated 2/2/2010,
attached hereto as "Exhibit E," and incorporated by reference herein, and any
additions to the Collection System that may be added as provided in this Agreement.
The Collection System includes the wastewater collection pipeline and its
appurtenances from Node 'A' through Node '5', the Onion Creek Interceptor, the Onion
Creek Relief Interceptor, the Southwest Interceptor, the Lake Creek Interceptor, and the
South Interceptor.
"Emergency Repairs" means those unanticipated System repairs and improvements to
be paid from the Repair and Replacement Fund as they are not included in the
Operations and Maintenance Budget or the Capital Expense Budget but must be
initiated immediately to avoid System failures that threaten public health and safety
and/or the environment. The costs and expenses for Emergency Repairs may be
considered either Capital Expenses or Operation and Maintenance Expense, as
applicable and determined by the Operations Committee.
"Expansion" means an expansion, extension, or enlargement of any System
Component(s), which results in an increase in the capacity reservation for such System
Component(s), and are incurred as Capital Expenses.
Page 2 of 37
"Fiscal Year" means the 12-month period beginning on October 1 of each year and
ending on September 30 of the following year.
"Management Fee" means the annual fee paid to BRA by the Cities for the Scope of
Work services provided by BRA as described in "Exhibit A" and in Section 2.1.
"Master Contract" means that certain "Amended and Restated Master Contract for the
Financing, Construction, Ownership, and Operation of the Brushy Creek Regional
Wastewater System" entered into by and among Cities and dated June 4, 2010, as may
be amended or restated from time to time, and a copy of such amendments or
restatements shall be made available to BRA immediately upon execution by the Cities.
"Monthly Budget Payments" means an amount equal to one-twelfth of the Annual
Budget, to be paid to BRA by Cities.
"Operation and Maintenance Budget" means the annual amount budgeted for all
Operation and Maintenance Expenses during any Fiscal Year and shall exclude Capital
Expenses and the Management Fee.
"Operation and Maintenance Expense" means all costs to be paid to BRA by Cities for
operation, maintenance, repair, rehabilitation, replacement and decommissioning of the
System including, but not limited to:
(1) costs of maintaining any permits or licenses necessary to own, operate
and maintain the System;
(2) costs such as labor, materials, utilities, supervision, engineering,
accounting, auditing, legal and professional services, insurance, personnel, data
processing and purchasing;
(3) costs of scheduled repairs and/or replacement of damaged, worn out or
obsolete portions of the System that are of a routine and/or recurring nature and are,
therefore, not considered a Capital Expense and as may be necessary to meet and
maintain Regulatory Requirements and/or serve to improve operations of the System for
the benefit of the Cities.
(4) such other costs or expenses as may be imposed upon the Cities in
connection with fulfillment of their obligations under this Agreement because of laws,
regulations, or requirements of the State, the United States, or any agency or
governmental subdivision of the State or any agency of the United States having
jurisdiction;
(5) costs of any other tools, supplies, inventory, services and equipment,
together with other costs not otherwise included in this definition necessary for proper
operation and maintenance of the System; and
Page 3 of 37
(6) costs associated with the satisfaction of judgments resulting from or
settlement of claims not covered by the insurance or not paid by one particular City
arising in connection with the ownership, operation or maintenance of the System,
which are contractually a responsibility of the Cities.
Depreciation shall not be considered an item of Operation and Maintenance Expense.
"Operations Committee" means the committee created by the Cities pursuant to the
Master Contract that represents the individual and collective interests of the Cities and
which such committee shall manage this Agreement, provide guidance to BRA, and
direct BRA, as appropriate, regarding the services provided by BRA through the
designated Point of Contact.
"Party" or "Parties" means BRA, the City of Round Rock, the City of Cedar Park, the
City of Austin, and the City of Leander.
"Permit" or "Permits" means any necessary permit, license, order, and other
governmental approvals issued by any Federal, State, local or regulatory agency that
may now or hereafter have jurisdiction and related to a Regulatory Requirement
associated with the construction, maintenance, or operation of the System, including,
but not limited, to Texas Pollutant Discharge Elimination System (TPDES) Permits
issued by the TCEQ for the System.
"Point of Contact" means the individual appointed by the Operations Committee to
coordinate with BRA in all matters related to this Agreement.
"Point of Entry" means a point at which Wastewater from each City enters the System.
"Reasonable Standards" means activities conducted in accordance with municipal
wastewater collection and treatment standards and at the lowest reasonable cost
consistent with reliability and safety, which includes but is not limited to: sound
engineering principles, manufacturers' recommended operating and maintenance
criteria, and Regulatory Requirements (including regulations promulgated by any
governmental or regulatory authority or agency having jurisdiction).
"Reconciliation Value" means the difference between the Annual Budget and the Actual
Annual Expenditures recorded in the BRA's financial accounting system in a Fiscal Year
and agreed to by the Cities.
"Regulatory Requirements" means all Federal and State laws, rules, and regulations
governing the design, permitting, and operation of municipal wastewater treatment and
disposal systems in the State, including but not limited to the rules, regulations and/or
orders of the United States Environmental Protection Agency, the TCEQ, and courts of
competent jurisdiction.
Page 4 of 37
"Repair and Replacement Fund" means those funds to be used at the discretion of the
BRA for the purpose of making unscheduled repairs and replacements to the System
when prompt action is deemed necessary by the BRA for expenses which are not
contemplated in the Annual Budget.
"Reserved Capacity" means the total quantity of Wastewater that a City is entitled to
deliver into any System Component during a Fiscal Year pursuant to this Agreement, or,
alternatively, the percentage of capacity of a System Component that a City is entitled
to utilize pursuant to this Agreement, all as set forth in the Master Contract.
"Scope of Work" means the services to be provided by BRA as set forth in "Exhibit A."
"State" means the State of Texas.
"System" means the existing Brushy Creek Regional Wastewater System components as
detailed in the K. Friese and Associates map attached hereto as "Exhibit E," and any
additions to the System that may be added as provided in this Agreement. The System
consists of the Collection System and the Treatment System.
"System Component" means a specified facility comprising part of the System as
described in the Master Contract.
"TCEQ" means the Texas Commission on Environmental Quality or any successor or
successors exercising any of its duties and functions.
"Treatment System" means the wastewater treatment system as detailed in the K.
Friese and Associates map attached hereto as "Exhibit E," and any additions to the
Treatment System that may be added as provided in this Agreement. The Treatment
System consists of the Brushy Creek East Regional Wastewater Treatment Facilities,
and the Brushy Creek West Regional Wastewater Treatment Facilities.
"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 freely
under flow conditions normally prevailing in public sewers, with no particle greater than
one-half (1/2) 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, or
inflow water from above the ground entering the System.
ARTICLE 2.
SERVICES TO BE PERFORMED
2.1 Services.
The BRA will, in accordance with the terms and conditions hereof, operate and maintain
the System, as such operations are more particularly described in "Exhibit A,"
Page 5 of 37
attached hereto and incorporated by reference herein. "Exhibit A" is referred to herein
as the "Scope of Work." The BRA shall operate and maintain the System in accordance
with Regulatory Requirements and Reasonable Standards.
2.2 Additional Services.
In contemplating performance under the terms of this Agreement, the BRA and the
Cities hereby acknowledge that from time to time, as requested, the BRA may provide
Additional Services to the Cities, which are related to the System but are not
contemplated by the Scope of Work established herein. In that regard, the BRA and the
Cities shall detail, by separate written instrument, a description of the services to be
performed, the cost of the service, and the terms and methods of compensation to BRA.
2.3 Direction to BRA
The Operations Committee, through the Point of Contact, shall provide guidance to
BRA, and direct BRA, as appropriate, regarding all terms and conditions of this
Agreement for the services provided by BRA.
2.4 Brushy Creek Regional Wastewater System Equipment
In performing the services contemplated herein, the BRA shall be entitled to utilize the
equipment, machinery, supplies and inventory located at either of the two treatment
plant sites, but all such items shall remain the property of the System. The BRA shall
repair and maintain all equipment and machinery in accordance with its condition and
usable life as an Operating and Maintenance Expense. In addition, the BRA may
acquire as an Actual Annual Expenditure, from time to time, equipment and/or tools to
operate and maintain the System and these items shall become the property of the
System upon termination of this Agreement.
2.5 BRA Equipment
BRA may, from time to time, use BRA-owned, leased, or rented equipment in the
services of this Agreement set forth in "Exhibit B," attached hereto and incorporated by
reference herein. Such utilization shall be incorporated into the Annual Budget and paid
for as an Actual Annual Expenditure.
2.6 Lease and Utilization of Premises and Equipment
The Cities shall allow utilization by BRA of the laboratory and related space, and
equipment, as more specifically described in "Exhibit C," attached hereto and
incorporated by reference herein.
2.7 Credit for Revenues
BRA shall collect revenues, in accordance with rates approved by the Operations
Committee, from any activity in which assets of the System are used by BRA or entities
other than the Cities. The Cities shall receive credit to the Operations and Maintenance
Budget for revenues generated by BRA for operation, maintenance and use of the
System, including but not limited to septic hauler discharge permits and fees, lab lease,
sludge processing, Forest Creek Golf Course reuse water, and interest income on funds
held by BRA under this Agreement.
Page 6 of 37
ARTICLE 3.
REPAIR AND REPLACEMENT FUND
3.1 Repair and Replacement Fund.
A Repair and Replacement Fund shall be established as part of the Annual Budget and
shall be held in an interest bearing account.
3.2 Determination of Necessity to Repair. irs.
The BRA shall be responsible for determining the necessity of any Emergency
BReA shall
Upon making any determination that Emergency Repairs are required,
the promptly notify the Point of Contact of the Operations Committee. The BRA shall
procure, design, construct, acquire, and/or install any such improvements related to the
Emergency Repairs. At the request of the Operations Committee after the completion
of the Emergency Repairs and at Cities'
the Emergency Repairs andv'de theacausen of rephe
that specifies in reasonable detail
emergency.
3.3 Restoration of Fund.
For each Fiscal Year, the BRA shall include, as a component of the Reconciliation
Value, an amount sufficient to restore the Repair and Replacement Fund to the
minimum balance of$ 100,000.00.
ARTICLE 4.
CONDITIONS TO OBLIGATIONS OF PARTIES; OWNERSHIP OF FACILITIES
4.1 Ownership of Improvements and Repairs. he property of the
System, or Emergency Repairs shall become
recorded asan
AllCapitalImprovementsasset of the System, titled to the System,tand insured by the
as
Cities to the extent required herein.
ARTICLE 5.
BUDGETS AND RECONCILIATION
5.1 Annual Flow Percentages.
On or before May 15th, prior to the beginning of each Fiscal Year, the Operations
Committee shall furnish the BRA with the Annual Flow Percentages. Budgeted
Operations and Maintenance Expenses, Management Fee, and unbudgeted Operations
and Maintenance Expenses charged to the Repair and Replacement Fund at the
direction of the Operations Committee shall be allocated to each City based on the
Annual Flow Percentages. Allocationof the Opertal Expenses chared to ations Committee shall behe basedaon the
ir and
Replacement Fund at the direction p
location in the System.
Page 7 of 37
5.2 Reserved Capacity
On or before May 15th, prior to the beginning of each Fiscal Year, the Operations
Committee shall furnish the BRA with a current inventory of Capacity Reservations.
5.3 Annual Budget Preparation.
On or before June 1st, prior to the beginning of each Fiscal Year hereafter, the BRA
shall furnish the Operations Committee with an updated estimate of the Annual Budget
(indicating amounts for each of the budgets comprising the Annual Budget), for the next
Fiscal Year plus an estimate of the Reconciliation Value for the current Fiscal Year.
The Operation and Maintenance Budget shall be calculated based upon the estimated
amount of Wastewater to be delivered to the System for the next Fiscal Year. An
Annual Budget shall not be effective and final for the purposes of calculation and
payment of the Monthly Budget Payments until approved by Cities, and such approval
shall occur no later than July 15th of each year.
5.4 Notice of Monthly Budget Payments Calculation.
On or before August 1st, prior to the beginning of each Fiscal Year hereafter, the BRA
shall furnish the Operations Committee with a schedule of the Monthly Budget
Payments to be made by the Cities to the BRA for the next ensuing Fiscal Year, as
illustrated in "Exhibit F," attached hereto and incorporated by reference herein.
Operations and Maintenance Expenses and the Management Fee shall be allocated to
Cities based upon the Annual Flow Percentage. Capital Expenses shall be allocated to
Cities based on Reserved Capacity.
5.5 Monthly Budget Performance Reporting.
By the 25th of each month, the BRA will provide a report to the Operations Committee
documenting expenses related to the Annual Budget (indicating amounts for each of the
budgets comprising the Annual Budget) through the preceding month.
5.6 Adjustments.
If any changes in the "Scope of Work" as more particularly described in "Exhibit A,"
should occur, including, but not limited to, changes in Regulatory Requirements that
increase the cost of the Annual Budget, the BRA will be entitled to additional
compensation. The additional compensation will be negotiated in good faith by the
Operations Committee and the BRA within 30 days of receiving such request from the
BRA. The Monthly Budget Payments Calculation will be adjusted to reflect the
additional compensation and the new amount will be invoiced as soon as practical.
5.7 Calculation of Reconciliation Value.
On or around the 90th day following the close of a Fiscal Year, the Reconciliation Value
will be computed and may result in an increase or decrease on the remaining Monthly
Budget Payments for the current Fiscal Year.
Page 8 of 37
ARTICLE 6.
FINANCIAL ISSUES
PRICES AND TERMS; PAYMENTS BY CONTRACTING PARTIES
6.1 Management Fee.
In consideration for the services to be provided to the Cities as set forth in Article 2, the
Cities agree to pay a Management Fee to BRA. In the initial fiscal year of this
Agreement, the Management Fee shall be in the amount of $225,000, paid in 12 equal
monthly installments of $18,750. Thereafter the Management Fee shall be subject to
modification each year during the term of this Agreement in accordance with the Bureau
of Labor Statistics Indicator, CPI for All Urban Consumers (CPI-U). US City Average, All
Items, (hereinafter referred to as the "CPI"). The CPI published in September of 2011
shall be used as a base of 100 and the adjustment thereafter shall be to the nearest one
thousand dollars ($1,000.00). The CPI published in May of each year thereafter shall
be used to adjust the Management Fee for the Fiscal Year beginning the following
October.
6.2 Payments.
It is acknowledged and agreed that payments to be made under this Agreement will be
the primary source available to the BRA to provide for the Actual Annual Expenditures.
Payments made by the Cities under this Agreement shall be made from current
revenues available to the Cities.
6.3 Services.
All services, work, and activity specified in Section 2.1 to be provided by the BRA to the
Cities in this Agreement will be provided in consideration of the payment of the
Management Fee and the Operation and Maintenance Expense. Any additional
services requested by the Cities and provided by BRA will be subject to additional
compensation to BRA in addition to the Management Fee and the Operation and
Maintenance Expense.
6.4 Billing and Payment.
By the 15th of each month, the BRA will send an invoice to each of the Cities for the
Monthly Budget Payments for the subsequent month and any previously unbilled
Additional Services. BRA must receive full payment for the invoice from the Cities on or
before the 15th day of the month following the invoice date (no later than 30 days) to
prevent Interest on Past Due Payment. All amounts due and owing the BRA by the
Cities, if not paid when due, shall bear interest at a rate equal to the sum of (1) one
percent; and (2) the prime rate as published in the Wall Street Journal on the first day of
July of the preceding fiscal year that does not fall on a Saturday or Sunday. The BRA
shall have the ability to terminate this Agreement without further liability or obligation in
the event that any of the Cities should remain delinquent in any payments due
hereunder for a period of ninety (90) days.
Page 9 of 37
6.5 Audit.
The Cities have the right, subject to a three (3) business day notice and during normal
business hours, at their cost, to inspect or audit the BRA's books and records applicable
to this Agreement for any Fiscal Year to determine whether the BRA has complied with
the terms of this Agreement.
ARTICLE 7.
INSURANCE
7.1 Provision for Insurance.
(a) Following the execution of this Agreement, the BRA will have its insurance
carrier(s) issue direct to the Cities, certificates of insurance for the following insurance
coverage:
i) Workers Compensation Insurance as
prescribed by law ...... ......... Statutory Limit
ii) General Liability ...... ...................................................
$5,000,000
The BRA shall ensure that the insurance coverage stated herein shall be maintained in
force throughout the term of this Agreement and the Cities shall be named as an
Additional Insured.
(b) Following the execution of this Agreement, the Cities will have their
insurance carrier(s) issue direct to the BRA certificates of insurance for the following
insurance coverage:
i) General Liability ...
$5,000,000
The Cities shall ensure that the insurance coverage stated herein shall be maintained in
force throughout the term of this Agreement and the BRA shall be named as an
Additional Insured. The City of Austin is self-insured and, in lieu of the above-required
insurance, may annually certify such fact to the BRA.
All policies evidencing the insurance required by this Section shall be maintained with
insurance companies qualified under the laws of the State.
ARTICLE 8.
REGULATION OF QUALITY OF TREATED WASTEWATER
8.1 Treated Wastewater Quality.
In order to permit the BRA to properly treat and dispose of wastewater in compliance
with all Regulatory Requirements, to protect the public health, to permit cooperation with
other entities for the protection of the physical, chemical and bacteriological quality of
public water and watercourses, and to protect the properties of the System, the Cities
Page 10 of 37
and the BRA agree that the quality of all wastewater discharged must be regulated.
The Cities hereby agree that the quality of the wastewater to be discharged by the
Cities shall comply with the parameters established by the BRA as set forth in "Exhibit
D," "Inadmissible Waste," attached hereto and incorporated by reference herein, and
the Permits issued to the Cities. In that regard, the Cities specifically agree that the
Wastewater that they shall discharge to the System for treatment, pursuant to this
Agreement, shall be in accordance with the parameters set forth in the pretreatment
requirements in the Permits.
8.2 Testing of Wastewater.
The BRA shall analyze samples of the Wastewater delivered hereunder at such
frequencies and in accordance with sampling and analytical procedures as required
from time to time by the BRA. The BRA shall be entitled to collect samples of
Wastewater in the System, at any Point of Entry, and at points within the City Systems
and cause the same to be analyzed by various applicable quantitative .and qualitative
methods to determine if such Wastewater is within the established parameters. The
Cities may, at their option, also take and analyze similar, but not necessarily the same,
samples of their Wastewater. Other samples and measurements may be analyzed as
required by the Permits or other Regulatory Requirements. If analysis discloses that the
Cities' Wastewater is not within the allowable parameters, it shall be the Cities'
obligation to immediately cease discharging such Wastewater.
8.3 Reporting of Potential Violations.
In the event the Operations Committee becomes aware of any significant factor or event
that mayaffect the efficient operation or maintenance of the System or may result in a
violation of this Agreement or any Regulatory Requirements, the Operations Committee
shall immediately notify the BRA of such factor or event. In addition, the Cities agree to
immediately tender to the BRA all correspondence received from any Federal, State, or
local regulatory agency, which relates to the System.
ARTICLE 9.
LIABILITY
9.1 Cities' Responsibility; BRA Responsibility.
If the Wastewater discharged into the System exceeds the System design parameters;
or fails to meet the standards established under the provisions of this Agreement; or
fails to comply with Regulatory Requirements and such Wastewater results in any of the
following: Permit exceedances; violations of any Federal, State or local law, rule,
regulation or ordinance; environmental damages or any other damage, the Cities (as
between BRA and the Cities) shall be responsible for all costs and expenses resulting
therefrom.
In performing the services contemplated by this Agreement, the BRA will use its best
efforts to maximize the System' performance; however, the BRA shall not be
responsible and the Cities shall be responsible for the costs and expenses of any fines,
Page 11 of 37
penalties, liabilities, claims, damages, causes of action, resulting from any of the
following: loading exceeding the System design parameters; influent containing
abnormal, toxic, hazardous, and/or other substances which cannot be removed or
treated by the existing System or which contain discharges which violate applicable
sewage rules, regulations, and/or Permit levels; flow or conditions exceeding the design
parameters of the existing System; product water containing abnormal, toxic,
hazardous, and/or other substances which violate any and all Federal, State and local
statutes, rules, regulations, standards, levels or Permits; and/or any other problems
resulting from inability or inadequacy of the existing System.
BRA shall be responsible for the costs and expenses of liability, damages, injury or loss
(including administrative or civil fines and penalties) which may arise from BRA's breach
of any provision of this Agreement, or from BRA's negligent Operation and Maintenance
or willful acts, to the proportion such breach or negligence or willful act contributed to
the damages, injury, or loss.
9.2 Notice of Claim.
If any action or claim is brought against a Party to this Agreement based upon an
alleged act or omission in connection with the provision of the services contemplated by
this Agreement, the Party receiving notice shall immediately notify the other Parties of
such action, enclosing a copy of all papers served.
9.3 Continuation of Responsibility.
The responsibilities of the Parties under this Agreement shall survive termination of this
Agreement to the extent such liabilities are attributable to actions or omissions before
such termination.
ARTICLE 10.
OPERATION OF FACILITIES
10.1 Independent Contractor
The BRA shall be responsible for the operation and maintenance of the System and will
be an independent contractor in fulfilling all of the obligations under this Agreement and
shall not sub-contract out the Operations and Maintenance responsibility for the
System.
10.2 Regulatory Action.
The Parties recognize that the obligations of the BRA to render services as provided in
this Agreement are subject to Regulatory Requirements, and the Parties agree to
cooperate to make such applications and to take such action as may be necessary or
desirable to obtain compliance therewith.
10.3 Inspection.
The Cities will permit the BRA and its environmental consultants, at BRA's discretion, to
enter each City's System during normal business hours to conduct an environmental
Page 12 of 37
assessment to determine the environmental condition of each City's System, and to
have access to the records of the Cities directly related to each City's System with
twenty-four (24) hour notice.
ARTICLE 11.
TERM AND TERMINATION
11.1 Term.
Unless terminated pursuant to the provisions hereof or by mutual agreement of the
Parties hereto, this Agreement shall continue in force and effect until September 30,
2021.
11.2 Termination.
(a) This Agreement may be terminated as follows:
(i) By the BRA or the Cities upon written notice in the event of the
following:
(1) any Federal, State or local agency should fail to issue any of
the Permits or if any of the Permits should be revoked modified or
amended;
(2) any order or ruling should be enacted, promulgated or
issued by any governmental agency having jurisdiction over the
subject matter of this Agreement and the effect of such change,
order or ruling makes it impossible or illegal for the BRA to perform
its obligations under this Agreement; or
(3) some other event occurs which makes the continued
operation of the System impossible;
(ii) By the BRA for any reason, upon providing not less than one
hundred eighty (180) days written notice to the Cities or by the Cities for
any reason, upon providing not less than one hundred eighty (180) days
written notice to the BRA.
(b) The Parties agree to notify each other immediately upon receipt of notice
of any action proposed by a Federal, State, or local agency to revoke, modify, or amend
any of the Permits or any action by any governmental agency having jurisdiction over
the subject matter of this Agreement proposing a change, order, or ruling which would
make impossible or illegal for the BRA to perform its obligations under this Agreement.
(c) Upon termination of this Agreement, all obligations of all of the Parties
under this Agreement shall terminate and be of no further force and effect, except to the
Page 13 of 37
extent that it is specifically stated herein that any such obligations shall survive
termination.
(d) Upon termination of this Agreement, the BRA agrees to cooperate with the
Cities, where reasonably possible, to assist in the Cities' assumption of the operation
and maintenance of the System. Additionally Cities agree to pay BRA for all
outstanding amounts due under the terms of this Agreement.
ARTICLE 12.
MISCELLANEOUS PROVISIONS
12.1 Remedies Upon Default.
In the event of a dispute with respect to this Agreement, or if one Party believes that the
other Party is in default of any of the provisions in this Agreement, and such default has
not been cured within the time periods prescribed by this Agreement, prior to instituting
litigation, the Parties agree to first attempt to resolve such matter through direct
discussions in the spirit of mutual cooperation, and may engage in mediation or other
alternative dispute resolution methods as mutually agreed between the Parties. If
neither a negotiated nor mediated resolution is obtained, the Parties may pursue any
available legal or equitable remedy, including specific performance and mandamus. No
right or remedy granted herein or reserved to the Parties is exclusive of any other right
or remedy herein by law or equity provided or permitted; but each shall be cumulative of
every other right or remedy given hereunder. The Parties expressly agree that this
Agreement constitutes a contract for goods and services in accordance with Chapter
271, Subchapter I of the Texas Local Government Code in that BRA shall be providing
wastewater treatment and disposal services to the Cities and that the provisions thereof
apply to and govern claims regarding this Agreement, with the exception that attorneys
fees are expressly excluded and shall not be awarded to any Party under any
circumstances.
12.2 Force Majeure.
In the event any Party to this Agreement is rendered unable, wholly or in part, by force
majeure to carry out any of its obligations under this Agreement, excluding the
obligation to make the payments required under this Agreement, then the obligations of
such Party to the extent affected by such force majeure and to the extent that due
diligence is being used to resume performance at the earliest practicable time, shall be
suspended during the continuance of any inability so caused to the extent provided but
for no longer period. As soon as reasonably possible after the occurrence of the force
majeure relied upon, the Party whose contractual obligations are affected thereby shall
give notice and full particulars of such force majeure to the other Party. Such cause, as
far as possible, shall be remedied with all reasonable diligence. The term "force
majeure," as used herein, shall mean acts of God, strikes, lockouts or other industrial
disturbances, acts of the public enemy, orders of any kind of the government of the
United States or the State or any civil or military authority other than a party to this
Agreement, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
Page 14 of 37
hurricanes, storms, floods, washouts, droughts, arrests, civil disturbances, explosions,
breakage or damage to machinery or equipment, or impossibility by operation of law,
which are not within the control of the party claiming such inability and such problem
could not have avoided by the exercise of due diligence and care. It is understood and
agreed that any force majeure shall be remedied with all reasonable dispatch.
12.3 Waiver.
No waiver on any breach or default (or any breaches or defaults) by any Party hereto of
any terms, covenants, conditions, or liability hereunder, or of performance by the other
party 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.
12.4 Addresses and Notices.
All notices which the BRA or the Cities may be required, or may desire, to serve on the
other shall be in writing and shall be served by personal delivery or by depositing the
same with the U.S. Postal Service, first-class or certified mail, postage prepaid, return
receipt required, and addressed to the respective party at the addresses set forth below.
All notices shall be deemed received within five (5) business days of deposit in the mail.
The addresses stated shall be effective for all notices to the respective Parties until
written notice of a change of address is given pursuant to the provisions hereof:
BRA:
Brazos River Authority
4600 Cobbs Drive
P.O. Box 7555
Waco, Texas 76714-7555
CITIES:
(for Notices)
Round Rock:
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
Attn: City Manager
CC: Steve Sheets
City Attorney
309 E. Main Street
Round Rock, Texas 78664
Page 15 of 37
Cedar Park:
City of Cedar Park
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: City Manager
CC: Charles Rowland
City Attorney
600 North Bell Blvd.
Cedar Park, Texas 78613
Austin:
City of Austin
Austin Water Utility
P.O. Box 1088
Austin, Texas 78767
Attn: Director
CC: Sharon Smith
Assistant City Attorney
Law Department
City of Austin
P.O. Box 1088
Austin, Texas 78767
Leander:
City Manager
City of Leander
200 West Willis Street
Leander, Texas 78641-1781
Fax No. (512) 528-2831
City Engineer
City of Leander
200 West Willis Street
Leander, Texas 78641-1781
Fax No. (512) 528-2831
CC: Knight & Partners
Attorneys at Law
223 West Anderson Lane #A-105
Austin, Texas 78752
Fax No. (512) 323-5773
Page 16 of 37
CITIES:
(for Invoices)
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
Attn: Accounts Payable
City of Cedar Park
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: Accounts Payable
City of Austin
Austin Water Utility
P.O. Box 1088
Austin, Texas 78767
Attn: Accounts Payable
City of Leander
P.O. Box 319
Leander, Texas 78646-0319
Attn: Director of Finance
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 15 days written notice to the other Parties.
12.5 Modification.
This Agreement shall not be amended except in writing and executed by all Parties.
However, the Operations Committee and BRA, through mutual consent, may amend
any exhibit attached hereto and incorporated by reference herein to reflect changes,
corrections, additions, or deletions to items contained within the exhibits attached hereto
and incorporated by reference herein.
12.6 Assignability of this Agreement.
This Agreement, and all rights, duties and obligations hereunder, shall not be
assignable by either Party without the prior written consent of the other Party.
12.7 Parties in Interest.
This Agreement shall be for the sole and exclusive benefit of the BRA and the Cities,
and shall not be construed to confer any benefit or right upon any third party.
12.8 Severability.
The provisions of this Agreement are severable and if any part of this Agreement or the
application thereof to any person or circumstance shall ever be held by any court of
Page 17 of 37
competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of
this Agreement and the application of such part of this Agreement to other persons or
circumstances shall not be affected thereby.
12.9 Representations and Warranties.
Each party hereto represents and warrants to the other that (1) such party is validly
existing and operating under the laws of the State of its creation or incorporation, as
applicable, and the laws of the State; (2) such party has full requisite power and
authority to perform its obligations under this Agreement; (3) the execution, delivery,
and performance of this Agreement has been authorized by all necessary action of the
governing body, or board of directors, as applicable, of such Party; (4) this Agreement is
a valid and binding obligation of such Party enforceable against such Party in
accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or other law affecting creditors rights generally and by general
equitable principles; and (5) the execution, delivery, and performance of this Agreement
by such party does not, and will not (A) violate the statute, character or other instrument
pursuant to which such party was created; (B) violate the Constitution of the State, or
any other law, rule, or regulation by which such party is bound; (C) violate any
judgment, writ, order, injunction, award, or decree of any court, arbitrator, administrative
agency or other governmental authority which is binding upon such party; or (D) result
in a material breach, violation, or default under any indenture, covenant, mortgage,
ordinance, bond resolution, contract, deed of trust, debenture, agreement, or other
instrument to which such Party is a party.
12.10 Merger.
This Agreement, together with the exhibits attached hereto and incorporated by
reference herein, constitutes the entire Agreement between the Parties relative to the
subject matter hereof.
12.11 Future Agreement.
The inclusion of terms and conditions in this Agreement shall not be interpreted as
agreement among the Parties to include the same or similar terms and conditions in
future agreements among the Parties pertaining to the same subject matter.
Page 18 of 37
•
C
BRAZOS RIVER AUTHORITY
by: rn
Phil ord, General M nager/CEO
Attest:
By: �it� -
Nan . • • . sJ. ' xecutive Assistant
Page 19 of 37
CITY OF AUSTIN, TEXAS
By: L.3,7
Rudy Garza,of istant City Manager
Page 20 of 37
CITY OF CEDAR PARK, TEXAS
By: • La' , • ,_ __---)-2,--Z--\,--,
Robert S. Lernorii 1ayor
Attest: 7 _
By: - el2229/27(_,---- .
LeAnn Quinn, City Secretary
Page 21 of 37
CITY OF ROUND ROCK, TEXAS
By: 0;ierii4._,„---
Alan McGraw, Mayor
Attest:
By: f3M4 •*bttt
Sara White, City Secretary
Page 22 of 37
CITY OF LEANDER, TEXAS
By• 0 ) L . 4u,.- -z________
Attest: i n Cowman, Mayor
By: ilikt i / 4 s\
e ie Haile, City Secretary
ryvij� �j)
,n� a
Kii\sTg OF
r l!
Page 23 of 37
List of Exhibits
Section 2.1 "Exhibit A" Scope of Work
Section 2.5
"Exhibit B" BRA Equipment Inventory
Section 2.6 "Exhibit C" Leased Premises
Section 8.1 "Exhibit D" Inadmissible Waste
Definitions "Exhibit E" System Information
Section 5.4
"Exhibit F" Monthly Compensation Example
Page 24 of 37
Exhibit A
Scope of Work
BRA will:
Personnel Staffing
1. Provide qualified personnel to operate and maintain the System, described
more fully in Exhibit E, pursuant to this Agreement. The BRA will staff the
System to meet the requirements specified in the Permits and budgeted level
of service.
2. Identify BRA employees and vehicles with badges and/or appropriate decals.
3. Manage any BRA personnel issues of BRA personnel operating and
maintaining the System such as hiring, worker's compensation, termination,
performance counseling, safety, and training.
4. Minimize overhead expenses and administrative costs.
5. Provide a semi-annual and annual report on direct labor charges in the format
presented in the budget adopted by the Operations Committee.
6. Use generally accepted accounting and internal control standards in
performing all financial transactions.
Communications
7. Respond to inquiries, complaints, and concerns in a professional, courteous,
and timely manner. Use best efforts to promote good relations with the Cities'
customers, stakeholders, regulators, and residents.
8. Monitor and track all complaints and inquiries received from the public, if any.
Notify the Point of Contact of all complaints and inquires.
9. Respond to any routine inquiries or reporting requirements of any
governmental authority or their consultants in a prompt and professional
manner.
10.Communicate in a proactive, prompt, and professional manner to affected
parties, media, stakeholders, and regulators regarding overflows, or other
operations and maintenance matters that will affect the public. Promptly
notify the Point of Contact of such communications.
Page 25 of 37
Coordination of Services and Operations
11.Coordinate operations and maintenance of the System with neighboring
entities or corporations as necessary or as requested by the Operations
Committee.
12.Coordinate with other Cities' advisors, including attorneys, engineers,
accountants, and financial consultants as necessary or as requested by the
Operations Committee.
Meeting Preparations and Attendance
13.Attend City Council meetings and any special meetings at which the
Operations Committee requests the BRA's attendance. Provide routine
operating and financial information.
14.Attend regular Operations Committee meetings regarding the System.
Provide routine operating and financial information.
Permits and Document Management
15.Complete, in a timely manner, all required documentation and pay all fees for
TCEQ, United States Environmental Protection Agency, the Permits related to
the operation and maintenance of the System, including but not limited to the
monthly discharge monitoring reports, industrial stormwater monitoring and
reporting, sanitary sewer overflow reports and the annual pretreatment
program report.
16.Dispose of records in accordance with BRA records retention policies.
17.Prepare and present to the Operations Committee for approval all
applications to the TCEQ for renewals of the Permits. Coordinate with the
Operations Committee on such renewal processes, including review and
comment on draft Permit revisions proposed by TCEQ.
18.Manage and maintain in an efficient, organized, and readily available manner
in the original format provided, using information technology tools as
appropriate, the following to the extent possible:
• all System plans and specifications, as-built drawings, records, and
easements delivered to BRA by the Cities, in a readily available and
organized manner, copies of contracts made with vendors, and
consultants,
• a comprehensive and detailed asset listing of the components of the
System delivered to BRA by the Cities,
Page 26 of 37
• a comprehensive and detailed list of easements associated with the
System provided by the Cities,
• water quality analyses,
• billing documents and all budgets,
• documentation of overflows, bypasses, and System failures,
• documents related to Points of Entry into the System delivered to BRA by
the Cities,
• documentation of repairs to the System by BRA after the effective date of
this Agreement,
• a comprehensive list (Exhibit B) and documentation of maintenance of
System equipment and vehicles,
• documentation of safety issues and actions,
• internal and vendor inspection reports,
• documentation of inflow and infiltration studies of the System and actions,
as delivered to BRA by the Cities, and
• flow data collected from metering equipment located at Points of Entry and
along the interceptors in the System.
Budget and Accounting
19.Make recommendations and prepare the Annual Budget in a timely manner.
Provide the Operations Committee a copy of the documents and backup
documentation if requested.
20.Monitor, track, and regularly report the expenses related to the Annual
Budget.
21.Submit accurate and timely billings to the Cities in accordance with this
Agreement.
22.Promptly pay all vendors and third party contractors. All penalties and
interest due on late payments shall be BRA's responsibility and shall not be
charged to the Cities, unless such penalties and interest due are based upon
the direction of the Point of Contact.
23.Accurately reflect all Cities' payments prior to any Reconciliation Value
calculations.
24.File and monitor any insurance claims in a timely manner.
25.Inventory and maintain a listing of System equipment and vehicles, and the
value of all such assets that are acquired after the execution of this
Agreement.
Page 27 of 37
System Monitoring and Emergency Response
26.Maintain 24-hour-per-day telephone dispatch service, with qualified personnel
available to respond in the event of an emergency. The telephone number for
such service shall be displayed at all gated facilities of the System.
27.Emergency services shall include services required as a result of a hazardous
condition, or problem that would cause an unauthorized discharge or damage
to personal property, a Permit violation, endanger the public's health and
safety, a serious degradation of water quality at one or more customer
locations or a condition which, in the opinion of BRA or Cities' representative,
poses an immediate threat to develop into one of the emergencies listed
above. In the event of an emergency, the BRA shall have the authority to act
without special instruction or authorization from the Cities in order to prevent
or minimize damage, injury or loss resulting from such emergency.
28.Ensure all System lift stations and other critical equipment have reliable alarm
systems to monitor equipment operations, capacities, and electrical power.
29.Monitor and respond to any automated alarm systems installed in the System.
30.Assist in inspections related to Cities connections to the Collection System.
31.Manage federal Risk Management Program (40 CFR 68); provide compliance
oversight for applicable Environmental, Health and Safety, Security and
Emergency Management regulatory requirements. Identify non-compliances,
provide recommendations, and implement corrective actions as appropriate.
Notify the Operations Committee of respective program activities according to
contract provisions.
32.Coordinate, manage and report overflow response and remediation for the
System.
33.Advise the Operations Committee of recommended Capital Improvements
when necessary and as part of the Annual Budget preparation.
34.Advise the Point of Contact of Emergency Repairs in a timely manner.
35.Monitor flows and respond to odor complaints in the System. Monitor
permitted water quality characteristics in the System. Advise the Operations
Committee of anomalies, trends, and results of improvements.
36.Provide all verbal and written notice of Permit exceedances or violations to
the TCEQ in accordance with the provisions of the Permits and copy the Point
of Contact on such notifications.
Page 28 of 37
37.Provide all responses to TCEQ inspections in consultation with the
Operations Committee. Implement any corrective actions requested by
TCEQ and notify the Operations Committee.
38.Respond to all overflows and System failures in a timely, organized, and
efficient manner to minimize or eliminate environmental, public health and
safety, and financial impacts.
Operation of System
39.Provide personnel, materials, vehicles, equipment, and hand tools necessary
for the routine operation of the System. Brushy Creek Regional Wastewater
System equipment as described in Exhibit "B" of this Agreement will be made
available to BRA personnel for continued use on the System. The BRA shall
replenish all supplies necessary for the continuing operation of the System.
Reasonable office space and vehicle parking will be provided at the
Treatment System, at no charge to BRA, for only those System-related
activities.
40.Provide licensed operators to operate the System and to perform all
inspections, tests, sampling and laboratory analyses of such System in
compliance with Regulatory Requirements, the Permits, or by this Agreement.
41.Exercise and repair System valves, equipment, vehicles, and off-line
equipment as necessary to maintain reliable performance.
42.Optimize the use of chemicals and electricity for the System.
43.Manage all contracted services related to the System daily operations such
as chemical delivery, sludge disposal, and liquid waste acceptance.
44.Ensure that the approved pretreatment program complies with all Regulatory
Requirements. Ensure that all owners or participating Cities are notified of
the requirements of the approved pretreatment program.
45.Assist with capital improvement projects, including Edwards Aquifer Recharge
Zone compliance requirements, as an Additional Service as requested by the
Operations Committee and agreed to by BRA.
Inspection of System
46. Inspect the Treatment System, as identified in Exhibit E, each weekday
(Monday — Friday), and maintain a daily log of each inspection, reflecting
the date and time of each inspection, the personnel performing the
inspection, and any action taken, as part of the permanent records of the
Page 29 of 37
System. Provide such services on weekends and holidays as needed to
ensure proper operation of the System.
47. Inspect the Collection System, as identified in Exhibit E, on a periodic basis
and as deemed necessary, and maintain a log of each inspection, reflecting
the date and time of each inspection, the personnel performing the
inspection, and any action taken, as part of the permanent records of the
System.
48.Make periodic general observations of System equipment, and vehicles, and
provide recommendations for Capital Improvements in a timely manner and
as part of the Annual Budget preparation.
Maintenance and Repair of System
49.Maintain a scheduled maintenance program including an updated
maintenance checklist, schedule of maintenance, and replacement program
based on equipment manufacturers' recommendations and staff experience.
50.Perform all preventive maintenance, including, but not limited to, routine
cleaning, lubrication and adjustment of equipment, cleaning or replacement of
filters and belt adjustments required pursuant to the scheduled maintenance
program established in accordance with the preceding subparagraph, and
record all equipment serviced and the procedures and supplies utilized in
order to provide an up-to-date history of all service, maintenance and
replacements provided. As directed by the Operations Committee, the BRA
will be responsible for maintaining all manufacturers' warranties on System
equipment and vehicles purchased for the System after the Effective Date of
this Agreement.
51.Monitor, track, and report the amount of preventive maintenance compared to
reactive maintenance.
52.Inspect, clean and maintain appearance of System, including mowing and
trimming of ground cover, in accordance with industry standards.
53.Use generally accepted business practices to procure materials and
replacement equipment. The BRA shall not be responsible to the Operations
Committee for any guarantees in connection with such materials or
replacement equipment. The BRA shall use its best efforts to maintain the
normal guarantees applicable in the particular industry manufacturing such
materials or replacement equipment.
Page 30 of 37
Reporting
54.Complete and certify any documents required for routine self-monitoring
and/or self-reporting purposes. Prepare and submit all routine operational
and/or regulatory reports required by the Permits and in compliance with
Regulatory Requirements.
55.Prepare monthly reports in a format and method acceptable to the Operations
Committee showing:
• gallons treated for the month and cumulatively,
• variance report for the budget and actual expenses,
• percentage of preventive maintenance activities compared to preventive
and reactive maintenance,
• kWh per million gallons treated,
• chemical dosage per million gallons treated per chemical,
• wastewater inflow parameters versus treated discharge parameters in
relation to permit requirements, and
• operational issues and associated corrective actions for problems with
wastewater quality, major equipment, overflows, inflow and infiltration,
safety, etc.
Page 31 of 37
Exhibit B
BRA Equipment Inventory
These are assets that the Brazos River Authority has purchased through the
BCRWS Operating budget, unless noted otherwise. These assets, if not retired
before the termination of this Agreement, will revert to the System upon the
termination of this Agreement.
Asset Location Asset# Description In L Cost
Servi if
ce e
date
M
0
n
t
h
s
BCRWWS 1899 Chlorine Process Analyzer 8/1/2 1 $6,770.
East Plant 000 2 00
0
BCRWWS 1902 Master Tool Set 8/1/2 1 $7,106.
East Plant 000 2 96
0
BCRWWS 1913 One Ton Crane 12/1/ 1 $7,003.
East Plant 1996 2 00
0
BCRWWS 1968 Oxygen Analyzer 12/1/ 6 $16,30
East Plant 2000 0 5.00
BCRWWS 2326 DO Analyzer 11/1/ 8 $15,69
East Plant 2003 4 0.00
BCRWWS 2490 John Deere Tractor& Loader 6/29/ 1 $24,19
East Plant 2007 2 8.00
0
BCRWWS 2553 VibrAlign Laser Alignment 6/18/ 1 $6,856.
East Plant 2008 2 05
0
BCRWWS 2615 Mixing Unit(Anoxic Zone) 2/28/ 1 $18,46
East Plant 2009 2 8.00
0
BCRWWS 8569 2003 Ford F-250 Truck 4/1/2 6 $27,92
East Plant 003 0 6.00
BCRWWS 5467 2004 Ford Ranger 3/1/2 6 $10,69
East Plant 004 0 7.00
BCRWWS 5468 2004 Ford Ranger 3/1/2 6 $10,69
East Plant 004 0 7.00
BCRWWS 1922 2004 Chevy 2500 12/1/ 6 $20,59
East Plant 2003 0 5.00
BCRWWS 2199 2007 Ford F 500 w/Crane 2/7/2 6 $58,98
East Plant 007 0 3.00
BCRWWS 9241 2009 Ford F150 2/11/ 6 $14,08
East Plant 2009 0 6.00
BCRWWS 2676 Polaris 12/31 8 $5,637.
Page 32 of 37
East Plant (1) /2009 4 00
BCRWWS 2677 Polaris 12/31 8 $5,637.
East Plant (1) /2009 4 00
BCRWWS 2678 Polaris 12/31 8 $5,637.
East Plant (1) /2009 4 00
(1) The three Polaris Rangers were originally purchased by LCRA through the Expansion
Construction. The titles were sent to the City of Round Rock after the divestiture. The City of
Round Rock forwarded the titles to BRA. BRA has put the titles in BRA's name.
Page 33 of 37
Exhibit C
Leased Premises
•
Brushy Creek Administration Bo-tiding - Lab Space
z
CP Ci i .1�, i CP 13 C' T 0t
I I i^ _ci 1 i i
) ',-7 "L ! ...*„,c1L-1- . _7 . %:(1k%1VANIMIll
„:-:=-,...r.-.:-_-7„_.. . -- ._, N. _ ,,g_ .__,,x,,,„4 b e t ". L i
a -iiEL
'11v ra
1k11
...'''
M— �� .. 'it
D_______________ —I ^am % I --------I --- _ I------ :i
_ . i
C y, it 11 ',
- I
�' . 1,
- - - - - - - - . a - - - I
i1.
D iii,,-- _ • 1 •
'1 Zia 1
'MO" _Ai.e� • �'-
--- - i GLHET?LHS: ,..uo•. .�
i� . �ti.'..n.�
FURNITURE PLAN
. a
vcn� r owcw a
_ � .4,..„...c,:-..--.1
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‘-, ri- 1--- 1 .1=,•••_;;_;:% :M--
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The lab space to be utilized by the BRA under Section 2.6 of the Agreement is the
area cross-hatched above.
Page 34 of 37
Exhibit D
Inadmissible Wastes
In accordance with the provisions of Article 8 of the Wastewater Services Agreement,
the Cities agree to comply with 40 CFR 403.5, "National pretreatment standards:
Prohibited discharges" and TCEQ-Approved Pre-Treatment Program for the system.
Additionally, each City agrees not to discharge, or allow to be discharged, to the System
any pollutant which causes pass-through or interference with the operation of the
Treatment System, or causes a violation of the Treatment System's Federal or State
discharge permit.
Page 35 of 37
Exhibit E
System Information
"System" means the existing Brushy Creek Regional Wastewater System components as
detailed in the map attached hereto as a part of this Exhibit E, and any additions to the
System that may be added as provided in this Agreement. The System consists of the
Collection System and the Treatment System.
• "Treatment System" means the wastewater treatment system and any additions
to the Treatment System that may be added as provided in this Agreement. The
Treatment System consists of the Brushy Creek East Regional Wastewater
Treatment Facilities, and the Brushy Creek West Regional Wastewater
Treatment Facilities.
• "Collection System" means the wastewater collection system and any additions
to the Collection System that may be added as provided in this Agreement. The
Collection System includes the wastewater collection pipeline and its
appurtenances from Node 'A' through Node '5', the Onion Creek Interceptor, the
Onion Creek Relief Interceptor, Lake Creek Interceptor, the Southwest
Interceptor, and The South Interceptor.
Page 36 of 37
Exhibit F
Monthly Compensation Example
Net amount due from BCRWWS customers 5,330,529.00
/12 mos.
Monthly amount due from BCRWWS customers $ 444,210.75
2)Allocated as follows (based on billable flows)
City of Round Rock 60.91%
Sub-Regional Customers (1) 10.52%
Total City of Round Rock Allocation • 71.43%
City of Cedar Park 20.04%
City of Austin 4.28%
City of Leander 4.25%
100.00%
(1) Round Rock is taking on sub-regional customers Brushy Creek MUD and Fern Bluff MUD
3) Calculation of monthly amount due from each customer
Monthly amount due from BCRWWS customers $444,210.75
City of Round Rock 71.43% 317,299.74
City of Cedar Park 20.04% 89,019.83
City of Austin 4.28% 19,012.22
City of Leander 4.25% 18,878.96
100.00% $444,210.75
Page 37 of 37