R-2021-330 - 12/16/2021 RESOLUTION NO. R-2021-330
WHEREAS, the City of Round Rock ("City") has previously entered into a Master Contract
for the Financing, Construction and Operation of the BCRUA Regional Water Treatment and
Distribution Project ("Master Contract") with the Brushy Creek Regional Utility Authority, Inc., the
City of Cedar Park, and the City of Leander, and
WHEREAS, the City now desires to enter into a Sixth Amendment to the Master Contract to
expand the definition of`BCRUA Project" to include new phases to be designated Phase 1B, Phase
1 C, and Phase 1 D, add new Exhibits D-2, E, and F, and revise Sections 7. 2 and 8.3,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 Sixth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project, 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 16th day of December, 2021.
CRAIG M RGATY, Mayor
City of Round Rock, Texas
ATTEST:
Jim,
MEAGAN SINKS, Citf Clerk
0112.20212;4879-0690-0741
EXHIBIT
„A„
SIXTH AMENDMENT TO THE MASTER CONTRACT FOR THE FINANCING,
CONSTRUCTION AND OPERATION OF THE BCRUA
REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT
THIS SIXTH AMENDMENT TO THE MASTER CONTRACT FOR THE
FINANCING, CONSTRUCTION AND OPERATION OF THE BCRUA REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT(the"Sixth Amendment") is dated and entered
into as of the day of ,2021,by and among Brushy Creek Regional Utility
Authority, Inc. (`BCRUA"), a non-profit corporation of the State of Texas (the "State"), created
and existing under the laws of the State,including Subchapter D of Chapter 431 as amended,Texas
Transportation Code,and the City of Cedar Park,Texas("Cedar Park"),the City of Leander,Texas
("Leander"),and the City of Round Rock,Texas("Round Rock")all home-rule municipalities and
political subdivisions of the State (individually, the "City"; collectively, the "Cities"). The
BCRUA and the Cities are collectively referred to herein as the"Parties."
RECITALS
WHEREAS, on the 2"d day of September, 2008 the Parties entered into that one certain
Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water
Treatment and Distribution Project(the"Master Contract"),that provides terms and conditions for
the financing, construction and operation of the first phase of the new regional system consisting
generally of upgrades to Cedar Park's raw water intake, a raw water intake line, new water
treatment plant, and water transmission mains; and
WHEREAS,on the 22"d day of January,2009 the Parties entered into that one certain First
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project("First Amendment")to postpone the date on
which the BCRUA Project is to be operational from April 1,2011 to April 1,2012; and
WHEREAS, on the 201h day of October, 2010 the Parties entered into that one certain
Second Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Second Amendment") to update
the estimated costs shown in Exhibit D with actual cost numbers, as well as to revise estimated
costs;and
WHEREAS, on the 22nd day of February, 2012 the Parties entered into that one certain
Third Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Third Amendment") to delay
substantial completion of the water treatment plant from April 2012 to June 2012; and
WHEREAS,on the 25th day of April,2018 the Parties entered into that one certain Fourth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project ("Fourth Amendment") to expand the
definition of `BCRUA Project" to include certain Phase II Regional System Components, as
referenced in the Preliminary Engineering Report, and
Sixth Amendment to the Master Contract;Clean Final; 12-03-2021 4861-3437-9267 v.3.docx
WHEREAS, on the 22nd day of April, 2021 the Parties entered into that one certain Fifth
Amendment to the Master Contract for the Financing,Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project("Fifth Amendment")to expand the definition
of"BCRUA Project" to include all Phase II Regional System Components, as referenced in the
Preliminary Engineering Report,and to attach a new Exhibit D-1 to set out the estimated costs,the
allocation of the costs among the Parties, and to set out the Parties respective reserved capacities
in said Phase II components; and
WHEREAS, the Parties now desire to expand the definition of `BCRUA Project" to
include new phases to be designated Phase IB,Phase IC,and Phase ID,all as described in Exhibit
E, attached hereto and incorporated herein for all purposes; and
WHEREAS, with respect to the added Phase IB, IC, and ID components, the Parties also
desire to attach a new Exhibit D-2 to set out the estimated costs,the allocation of the costs among
the Cities, and to set out the Cities' respective reserved capacities in said Phase IB, IC, and ID
components; and
WHEREAS, the Parties now desire to attach a new Exhibit F to set out a maximum daily
capacity and a maximum instantaneous delivery rate for each City,and
WHEREAS, the Parties now desire to amend Article VI, Sections 7.2 and 8.3 to include
Delivery Point meters,control valves, and other control systems which provide the BCRUA with
the ability to regulate and control the rate of flow and to provide for backflow prevention devices
to protect the Parties;
NOW,THEREFORE,in consideration of the mutual covenants and agreements herein contained,
the sufficiency of which are hereby conclusively acknowledged, and subject to the terms and
conditions hereinafter set forth,the Cities and the BCRUA mutually agree that the Master Contract
is amended as follows:
ARTICLE I
TABLE OF CONTENTS
The list of exhibits in the Table of Contents of the Master Contract, is amended to read as follows:
EXHIBITS
Exhibit A-1 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit A-2 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit A-3 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit B Contract between City of Cedar Park and LCRA for Lake Travis Water
Exhibit C Contract between City of Leander and LCRA for Lake Travis Water
Exhibit D BCRUA Regional Water Project Capacity and Cost Allocation, Phase IA,
Amended: October 20, 2010
Exhibit D-1 BCRUA Regional Water Project Capacity and Cost Allocation, Phase II,Updated:
March 30, 2021.
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Exhibit D-2 BCRUA Regional Water Project Capacity and Cost Allocation,Phases IB,IC, and
ID.
Exhibit E Descriptions of Phases IB,IC,and ID
Exhibit F BCRUA Regional Water Project Maximum Capacities and Delivery Rates
ARTICLE II
ADDED EXHIBIT D-2
The attached document entitled"Exhibit D-2;BCRUA Regional Water Project Capacity and Cost
Allocation, Phases IB, IC, and ID" has been added to set out the Cities' respective capacity and
cost allocation of Phases IB, IC, and ID of the Regional System Components and it shall be
considered attached to and incorporated in the Master Contract.
ARTICLE III
ADDED EXHIBIT E
The attached document entitled"Exhibit E,Descriptions of Phases IB,IC,and ID"has been added
to describe Phase IB, Phase IC, and Phase ID Regional System Components and it shall be
considered attached to and incorporated in the Master Contract.
ARTICLE IV
ADDED EXHIBIT F
The attached document entitled "Exhibit F, Maximum Capacities and Delivery Rates" has been
added to describe the maximum daily capacities for each City, and the maximum instantaneous
delivery rates,and it shall be considered attached to and incorporated in the Master Contract.
ARTICLE V
DEFINITIONS
Except as amended herein, all terms used herein shall have the meanings assigned to them in the
Master Contract,unless the context clearly requires otherwise.
4.01 The Master Contract, Article 1, Section 1.1 (f) shall be amended to read as follows:
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(f) `BCRUA Project"means,collectively,the Land Interests and the improvements described
in the recitals to this Contract and further described in the Preliminary Design Report,and as shown
on Exhibit D, Exhibit D-1, Exhibit D-2, and Exhibit E. Without limitation the BCRUA Project
includes the facilities, lines, intake structures, storage tanks, booster pumps, and other
appurtenances in the BCRUA Project, including specifically Phases IB, IC, and ID, as described
in Exhibit E and the Phase II Regional System Components,as described in the Preliminary Design
Report and owned by the BCRUA sufficient to treat the raw water and deliver the treated water to
which the Cities,respectively, are entitled under this Contract.
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4.02 The Master Contract,Article I, Section 1.1 (r) shall be amended to read as follows:
(r) "Delivery Point"means the place,whether one or more,to which the BCRUA will deliver
treated or raw water to each City pursuant to this Contract.
ARTICLE VI
AMENDMENT TO ARTICLE VI.RESERVED CAPACITIES
Section 6.1 Reserved Capacities in BCRUA Project Components.Each City,respectively,shall
have the exclusive right to its reserved capacity in each BCRUA Project component as described
in Exhibit D, Exhibit D-1, Exhibit D-2, and Exhibit F. No reserved capacity may be allocated to
or used by anyone other than the City on whose behalf that capacity has been reserved,unless the
affected City specifically agrees in writing to the allocation or use.
Section 6.2 Reserved Capacities for Treated and Raw Water in the BCRUA Project.Each City,
respectively, shall have the exclusive right to take, and the BCRUA shall have the obligation to
deliver, treated and raw water at the Delivery Points in the amounts shown in Exhibit D,Exhibit
D-1,Exhibit D-2,and Exhibit F
Section 6.3 Transfer of Reserved Capacity. Any City may transfer any portion of its
reserved capacity in one or more BCRUA Project components to another City, in exchange for
such consideration as such Cities shall deem appropriate. The Cities making such transfer shall
provide written notice to the BCRUA and the other City,signed by the Cities making the transfer,
specifying the amount of transferred reserved capacity and the affected BCRUA Project
component(s), and providing that the Cities otherwise ratify and confirm their pre-existing
obligations under this Contract.No such transfer shall be effective until and unless such notice is
provided. A transfer of reserved capacity shall not change any Bond Payment, other payment, or
other obligations of the Cities pursuant to this Contract.
Section 6.4 Documentation of Transferred Reserved Capacity. In the event that reserved
capacity is transferred,the BCRUA and the Cities shall cause a written amendment to be made to
Exhibit D, Exhibit D-1, Exhibit D-2 and Exhibit F. describing such transfer and setting forth the
revised reserved capacity of each City in the BCRUA Project or component(s)thereof.
ARTICLE VII
AMENDMENT TO SECTION 7.2
Section 7.2 Rate and Quantity at Delivery Points). The rate and quantity of treated and raw
water delivered to each City at its Delivery Point(s), shall be metered. Each City shall cooperate
in good faith to design the Delivery Point(s)to be at appropriate sizes and in appropriate locations
to deliver the City's reserved capacity. Each Delivery Point shall be designed to deliver treated
water at a maximum rate as defined in Exhibit F, and no City shall take delivery of treated or raw
water from the BCRUA Project at such Delivery Point(s) at a rate exceeding the rates in Exhibit
F.
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ARTICLE VIII
AMENDMENT TO SECTION 8.3
Section 8.3 Measuring and Backflow Equipment at Delivery Points. The BCRUA shall
furnish, install, operate and maintain at its own expense for each Delivery Point the necessary
meters, including electronic or other equipment and devices of standard type for measuring
properly and controlling the quantity of treated and raw water delivered under this Contract. Such
meter or meters and other equipment so installed shall remain the property of the BCRUA.
However, the cost of installation, operation, maintenance, repair, replacement, and all other costs
associated with the Delivery Point meters shall be allocated solely to the City receiving water
through that Delivery Point. Each City shall have access to such metering equipment at all
reasonable times, but the reading, calibration, and adjustment thereof shall be done only by the
employees or agents of the BCRUA.For the purpose of this Contract the original record or reading
of the meter or meters shall be the journal or other record book of BCRUA in its office in which
the records of the employees or agents of the BCRUA who take readings are or may be transcribed.
Upon written request of a City, the BCRUA will give the City a copy of such journal or record
book,or permit the City to have access to the same in the office of the BCRUA during reasonable
business hours.
As stated above, all Delivery Point meters shall include the ability for the BCRUA to control the
rate of flow of treated and raw water through each City's meter(s). The controlled rate of flow
through the meters shall be expressed in gallons per minute(GPM).The purpose of controlling the
rate of flow is to limit each City's take of treated and raw water so that it does not exceed its
allocated capacity shown on Exhibit D,Exhibit D-1,Exhibit D-2 and Exhibit F. If a City has more
than one Delivery Point meter, then that City shall give notice to the BCRUA regarding how it
wants its capacity allocated among its multiple meters.The total controlled flow of all the multiple
meters shall not exceed that City's total allocated capacity shown on Exhibit D, Exhibit D-1,
Exhibit D-2 and Exhibit F. Said City may modify its allocation among its meters by giving the
BCRUA reasonable notice of its desire to do so.No City shall be permitted to exceed its allocated
capacity of treated and raw water expressed in GPM.
The BCRUA shall calibrate its meters periodically, but not less often than every year, in the
presence of a representative of each City. The BCRUA and the Cities shall jointly observe any
necessary adjustments which are made to the meters. If any check meter(s) hereinafter provided
for have been installed, the same shall also be calibrated by each City in the presence of a
representative of the BCRUA and a representative of the other Cities, who shall jointly observe
any necessary adjustment. The BCRUA shall give the Cities reasonable notice of the time when
any such calibration is to be made. In the event that a representative of a City is not present at the
time set, the BCRUA may proceed with calibration and adjustment in the absence of any such
representative.
If any party at any time observes a variation between the delivery meter or meters and the check
meter or meters, if any such check meter or meters shall be installed, such party will promptly
notify the other Parties, and the Parties hereto shall then cooperate to procure an immediate
calibration test and joint observation of any adjustment, and said meter or meters shall then be
adjusted to accuracy. Each party shall give the other Parties not less than forty-eight (48) hours'
notice of the time of all tests of meters so that the other Parties may have a representative present.
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If upon any test,the percentage of inaccuracy of any metering equipment is found to be in excess
of two percent(2%),registration thereof shall be corrected for a period extending back to the time
when such inaccuracy began, if such time is ascertainable, and if such time is not ascertainable,
then for a period extending back one-half('/2)of the time elapsed since the last date of calibration,
but in no event further back than a period of six (6) months. If for any reason any meters are out
of service or out of repair so that the amount of treated water delivered cannot be ascertained or
computed from the reading thereof, the treated water delivered during the period such meters are
out of service or out of repair shall be estimated and agreed upon by the Parties hereto upon the
basis of the best data available.For such purpose,the best data available shall be deemed to be the
registration of any check meter or meters if the same have been installed and are accurately
registering.Otherwise,the amount of treated water delivered during such period may be estimated
(i) by correcting the error if the percentage of the error is ascertainable by calibration tests or
mathematical calculation, or (ii) by estimating the quantity of delivery by deliveries during the
preceding periods under similar conditions when the meter or meters were registering accurately.
Each City may,at its sole option and its own expense, install and operate a check meter to verify
the operation of each meter installed by the BCRUA,but the measurement of treated water for the
purpose of this Contract shall be determined solely by the BCRUA's meters, except in the cases
hereinabove specifically provided to the contrary.All such check meters shall be of standard make
and shall be subject at all reasonable times to inspection and examination by any employee or
agent of the BCRUA, but the reading, calibration and adjustment thereof shall be made only by
the City that installed the check meter,except during any period when a check meter may be used
under the provisions hereof for measuring the amount of treated water delivered,in which case the
reading, calibration and adjustment thereof shall be made by BCRUA with like effect as if such
check meter or meters had been furnished or installed by BCRUA.
The BCRUA shall furnish,install, operate and maintain at its own expense for each Delivery
Point the necessary backflow prevention devices approved by the Operations Committee.
ARTICLE VIX
MISCELLANEOUS
Section 9.1 To the extent necessary to effect the terms and provisions of this Sixth Amendment,
the Master Contract is hereby amended and modified. In all other respects, the aforesaid Master
Contract is hereby ratified and confirmed.
Section 9.2 The provisions of Section 8.3 related to the controlling the rate of flow through
each City's meter(s) shall not go into effect until such time as BCRUA gives notice to the Cities
that the equipment necessary for controlling the rate of flow have been installed and tested.
Section 9.3 This Sixth Amendment may be executed in counterparts,each of which shall be an
original and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF,the Parties hereto acting under authority of their respective
governing bodies have caused this Sixth Amendment to be duly executed as of the day of
2021.
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BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
By:
Na'Cole Thompson, President
Attest:
By:
Rene Flores, Secretary
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CITY OF CEDAR PARK,TEXAS
By:
Corbin Van Arsdale, Mayor
Attest:
By:
LeAnn Quinn, City Secretary
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CITY OF LEANDER,TEXAS
By:
Christine DeLisle-Sederquist,Mayor
Attest:
By:
Dara Crabtree, City Secretary
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CITY OF ROUND ROCK,TEXAS
By:
Craig Morgan, Mayor
Attest:
By:
Meagan Spinks, City Clerk
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Exhibit D-2
BCRUA Regional Water Project
Capacity and Cost Allocation,Phases IB,IC,and ID-November 17,2021
DESCRIPTION CONSTRUCTED ESTIMATED COST CEDAR PARK CEDAR PARK LEANDER LEANDER COST ROUND ROCK ROUND ROCK COST
CAPACITY(MGD) RESERVED COST RESERVED RESERVED
CAPACITY(%) CAPACITY(%) CAPACITY
PHASE IS-WATER TREATMENT PLANT RE-RATING TO 21 MGD
Engineering Services 21 S 150.000 26.67 S 40.000 46.67 S 70,000 26.67 S 40.000
PHASE IS-WTP RE-RATING SUB-TOTAL $150.000 S40.000 S 70.000 S 40,000
Cost Allocation Percentages 26.67% 46.67% 26.67%
PHASE IC-11.5 MGD RAW WATER INTAKE 8 WATER TREATMENT PLANT EXPANSION
32.5 S1.815.000 26.67 S 484.06 6.6 S S946.879. S 8 ,
Planning 8 Design Services $4.382,933
Construcon 8 Construction Phase Services 32.5 S 483682.933 46.67 0,0133 26.67
5700 7 12 $4,866 994
PHASE IC-RW d WTP EXPANSION SUB-TOTAL 4,
6.994
Cost Allocation Percentages 26.67% 46.67% 26.67
PHASE ID-9.4 MGD WATER TREATMENT PLANT EXPANSION
Planning 8 Design Services 41.9 S 1,260.400 26.67 S 336.111 46.t l S 588.187 26.67 S 336.107
Construction 8 Construction Phase Serviees 41.9 S 16,349,000 26.67 S 4.359.733 46.67 S 7.629.533 26.67 S 4.359,733
PHASE ID-WTP EXPANSION SUS-TOTAL S 17 609.400 $4,695 840 S 8,217.720 S 4.695.840
Cost Allocation Peroerrogos 26.1 % 46.67%1 26.67%
BCRUA PROJECT PHASES 18,IC S ID TOTAL COST S 36,010,400 S 9.602.8341 S 16.8D4 732 S 9.6D2834
Exhibit E
Descriptions of Phases IB,IC,and ID
Phase Capacity(MGD)l Description
1B 21 Raw water and treatment capacity re-rate completed through
field demonstration testing and reporting(no construction).
1C 32.5 Water treatment plant and raw water intake barge expansion
consisting of the addition of a conventional treatment train
and three raw water pumps.
1D 41.91 Water treatment plant expansion consisting of the addition
of a conventional treatment train and solids handling
improvements.
1 Reference Exhibit D-2 for the Cities respective reserved capacity percentages and flow rates by Phase.
2 The Cities reserved capacity of Phase 11) shall be based on the reserved capacity percentages
documented in Exhibit D-2,should the raw water capacity delivered to Phase 1D through the Phase 1A,
Contract 2 Raw Water Pipeline be less than 41.9 MGD as determined through future engineering studies
and construction repairs.
Exhibit E-Sixth Amendment to the Master Contract.docx
Exhibit F
BCRUA Regional Water Project
Maximum Capacities and Delivery Rates -November 17, 2021
Maximum Maximum Maximum %of Maximum Maximum Maximum
Daily Daily Daily Capacity Instantaneous Instantaneous Instantaneous
Capacity Capacity Capacity Rate 1B(GPM) Rate 1C(GPM) Rate 1D(GPM)
Phase I Phase I Phase 1D
(MGD) (MGD) (MGD)
Cedar Park 5.6 8.67 11.17 26.67 3,889 6,021 7,757
Leander 9.8 15.16 19.56 46.67 6,806 10,528 13,583
Round Rock 5.6 8.67 11.17 26.67 3,889 6,021 7,757
Total 21.00 32.50 41.90 100 14,584 22,570 29,090
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