Contract - 2nd Amendment to amended and restated Master Contract-Financing, Construction, Ownership, Operation - 8/24/2023 SECOND AMENDMENT TO THE AMENDED AND RESTATED MASTER
CONTRACT FOR THE FINANCING,CONSTRUCTION,OWNERSHIP,AND
OPERATION OF THE BRUSHY CREEK REGIONAL WASTEWATER SYSTEM
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED
MASTER CONTRACT FOR THE FINANCING, CONSTRUCTION, OWNERSHIP AND
OPERATION OF THE BRUSHY CREEK REGIONAL WASTEWA ER SYSTEM (the
"Second Amendment") is dated and entered into as of the Z day of -, 2023, by and
among the City of Austin, Texas ("Austin"), City of Cedar Park, Texas ("Ce ar 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").
RECITALS
WHEREAS, on the 4th day of June, 2010 the Cities entered into that one certain
Amended and Restated Master Contract for the Financing, Construction, Ownership, and
Operation of the Brushy Creek Regional Wastewater System(the "Master Contract"); and
WHEREAS, on the 9h day of June 2011, the Cities entered into that one certain First
Amendment to the Amended and Restated Master Contract for the Financing, Construction,
Ownership and Operation of the Brushy Creek Regional Wastewater System; and
WHEREAS, the Cities wish to amend the Master Contract to provide for Leander's
purchase of an undivided interest in the Administration Building,the East Wastewater Treatment
Plant real property and the West Wastewater Treatment Plant real property; and
WHEREAS, the Cities wish to replace "Exhibit A" with "Exhibit A, (Revised July
2023)"to indicate Leander's said purchase;
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 mutually agree as follows:
ARTICLE 1
OF THE SECOND AMENDMENT
DEFINITIONS
SECTION LA All terms used herein shall have the meanings assigned to them in
the Master Contract, unless the context clearly requires otherwise.
�-2o23�2s �
ARTICLE 2
OF THE SECOND AMENDMENT
REPLACE EXHIBIT A TO THE MASTER CONTRACT
SECTION 2.A Exhibit A to the Master Contract is hereby revised and replaced
by the Exhibit A, (Revised July 2023) attached to this Second Amendment and incorporated into
the Master Contract for all purposes.
ARTICLE 3
OF THE SECOND AMENDMENT
AMENDMENT TO ARTICLE IV OF THE MASTER CONTRACT
SECTION 3.A Section 4.2 of the Master Contract is hereby amended to read as
follows:
Section 4.2 Leander's Participation in the Collection System. The Parties
confirm and agree that Round Rock, Cedar Park, and Austin originally purchased the System
from the Lower Colorado River Authority pursuant to that certain "Purchase Agreement for the
Brushy Creek Regional Wastewater System" dated September 10, 2009, and that sufficient
capacity in the Collection System for the System exists to serve Leander's Service Area up to a
maximum average flow rate of 5.4 million gallons per day. In consideration for the conveyance
of capacity to Leander for those Collection System Components as shown in Exhibit A, (Revised
July, 2023) and the rights of an Owner under this Contract, Leander agrees to purchase, and
Austin, Cedar Park, and Round Rock agree to convey to Leander the Reserved Capacity in the
Collection System Components as shown on Exhibit A, (Revised July, 2023) for the purchase
price of TEN MILLION, EIGHT HUNDRED THOUSAND DOLLARS ($10,800,000) (the
"Leander Buy-In Requirement"). Leander shall pay the Leander Buy-In Requirement in annual
installments over a period of twenty-two (22) years in accordance with the table at Exhibit D,
with the first payment to occur on January 31, 2013. Leander shall make separate payments to
Round Rock, Cedar Park, and Austin in the amounts shown on Exhibit D. During each year
while there is any liability by reason of the terms and provisions of this Contract for the Leander
Buy-In Requirement, including the fiscal year in which this Contract is first approved and
executed, the Leander City Council shall compute and ascertain the rate and amount of ad
valorem tax, based on the latest approved tax rolls of Leander, with full allowances being made
for tax delinquencies and costs of tax collection, which will be sufficient to raise and produce the
money required to pay any sums which may be or become due during any such year, in no
instance to be less than two (2%) per cent of such obligation, together with all interest thereon,
because of the obligation herein assumed and undertaken. Said rate and amount of ad valorem
tax is hereby ordered to be levied and is hereby levied against all taxable property in Leander for
2
each year while any liability exists for payment of the Leander Buy-In Requirement under this
Contract, and said ad valorem tax shall be assessed and collected each such year until all of the
obligations for payment of the Leander Buy-In Requirement shall have been discharged and all
liability hereunder for the Leander Buy In Requirement has discharged.
SECTION 3.11 A new Section 4.2.2 is hereby added to the Master Contract to read
as follows:
Section 4.2.2 Leander's Participation in the Administration Building and
Real Property. Leander agrees to purchase, and Austin, Cedar Park, and Round Rock agree to
convey to Leander a 12.82% undivided interest in the Administration Building, the East
Treatment Plant real property, and the West Treatment Plant real property for the purchase price
of TWO MILLION,NINE HUNDRED FIVE THOUSAND, THREE HUNDRED FORTY-ONE
DOLLARS ($2,905,341.00). Leander shall pay said sum to the other three cities, allocated as
follows: To Austin, $99,653.20;to Cedar Park, $424,470.32 and to Round Rock, $ 2,381,217.48.
Said sums to be paid within thirty (30) days of the effective date of this Second Amendment.
After the aforesaid conveyance is made to Leander, each of the cities' ownership interest in the
Administration Building, the East Treatment Plant real property and the West Treatment Plant
real property shall be as shown on Exhibit A, (Revised, July 2023).
ARTICLE 4
OF THE SECOND AMENDMENT
MISCELLANEOUS
Section 4.1 To the extent necessary to affect the terms and provisions of this Second
Amendment, the Master Contract is hereby amended and modified. In all other respects, the
aforesaid Master Contract is hereby ratified and confirmed.
Section 4.2 This Second 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 Cities hereto acting under authority of their respective
governing bodies, including authority granted by their respective governing bodies in approving
the Master Contract, have caused this Second Amendment to be duly executed as of the day and
year first above written.
3
CITY OF AUS/TIN,TEXAS
By:
J4 Garza, Interim Cuty Manager
Approved as to Form:
Assistant City Attorney
4
CITY OF CEDAR PARK,TEXAS
',7awtes Tmiliw ag-Mot-in
By: James Penniman-Morin(Sep 1,2023 09:40 CDT)
Jim Penniman-Morin, Mayor
Attest:
L.e�M.Qcuwfl
B�: LeAnn M.Quinn(Sep 1,202309:46 CDT)
LeAnn M. Quinn, City Secretary
5
CITY OF ROUND ROCK, TEXAS
By: /"4 A z
Crai rgan, mt
Attest:
B :
eagan S i s, Cil Clerk
CITY OF LEANDER
By:
Christine DeLisle, Mayor
ATTEST:
By:
Dara Crabtree, City Secretary
6
CITY OF ROUND ROCK,TEXAS
By:
Craig Morgan, Mayor
Attest:
By:
Meagan Spinks, City Clerk
CITY OF LEANDER
By: 64LIZ
Christine isle, Mayor
ATTEST:
By.rShm 6b t kt Q
Dara Crabtree,City Secretary
6
EXHIBIT A, (Revised July 2023)
Amended&Restated Capacity Reservations in the
Brushy Creek Regional Wastewater System Collection and Treatment Systems
Cedar
rAustin Rock Round Leander Check
ParkNode From To
Brushy Creek Interce for-U stream Collection System (percent ownership in capacity)
A C1-30 C1-17 100.00% 0.00% 0.00% 0.00% 100.00%
B C1-17 C2-31 100.00% 0.00% 0.00% 0.00% 100.00%
C C2-31 C2-23 90.78% 9.22% 0.00% 0.00% 100.00%
D C2-23 C2-16 90.90% 9.10% 0.00% 0.00% 100.00%
E C2-16 C2-9 87.30% 12.70% 0.00% 0.00% 100.00%
F C2-9 C2-1 B 86.11% 13.89% 0.00% 0.00% 100.00%
G C2-1 B C3-22 83.38% 16.62% 0.00% 0.00% 100.00%
H C3-22 C3-18 65.11% 9.59% 0.00% 25.30% 100.00%
C3-18 C3-13 64.51% 9.50% 0.92% 25.07% 100.00%
J C3-13 C3-1 62.58% 9.22% 3.91% 24.29% 100.00%
Brushy Creek Interce for-Downstream Collection System ercent owne hip in ca acit
K C3-1 C20-28 56.74% 8.37% 12.90% 21.99% 100.00%
L C20-28 C20-8 56.22% 8.29% 13.70% 21.79% 100.00%
M C20-8 C21-1 38.52% 30.32% 16.32% 14.84% 100.00%
N C21-1 C6-12A 34.87% 27.46% 24.26% 13.41% 100.00%
O C6-12A C6-1 33.79% 26.62% 26.60% 12.99% 100.00%
P C6-1 C9-1 30.98% 24.43% 32.70% 11.89% 100.00%
Q C9-1 C6A-21 30.21% 23.82% 34.38% 11.59% 100.00%
R C61-21 C6A-12 29.50% 23.28% 35.91% 11.31% 100.00%
S C6A-12 C6A-1 28.99% 1 22.86% 37.04% 1 11.11% 100.00%
Lake Creek Interce for(percent o nership in ca aci -Austin & Round Rock only
LC0965 LC0963 0.00% 27.00% 73.00% 0.00% 100.00%
LC0963 LC0920 0.00% 26.00% 74.00% 0.00% 100.00%
LC0920 LC093737 0.00% 23.00% 77.00% 0.00% 100.00%
LC093737 LC094 0.00% 22.00% 78.00% 0.00% 100.00%
LC094 LC091738 0.00% 20.00% 80.00% 0.00% 100.00%
LC091738 RW0135 0.00% 23.00% 77.00% 0.00% 100.00%
Southwest Interceptor(percent ow ership incapacity)-Austin & Round Rock only
LC45001 LC45003 0.00% 91.00% 9.00% 0.00% 100.00%
LC45003 LC45007 0.00% 90.00% 10.00% 0.00% 100.00%
LC45007 LC45013B 0.00% 91.00% 9.00% 0.00% 100.00%
LC45013B LC45013A 0.00% 92.00% 8.00% 0.00% 100.00%
LC45013A LC1627F 0.00% 75.00% 25.00% 0.00% 100.00%
LC1627F LC1627E 0.00% 76.00% 24.00% 0.00% 100.00%
LC1627E LC153721 0.00% 74.00% 26.00% 0.00% 100.00%
LC153721 LC1519 0.00% 60.00% 40.00.% 0.00% 100.00%
LC1519 LC151 1 0.00% 58.00% 42.00% 0.00% 100.00%
LC151 LC0965 1 0.00% 47.00% 53.00% 0.00% 100.00%
7
Cedar Park Austin Round Rock Leander Check
Node From To
South Inter ce for(percent ownership in capacity)-Austin & Round Rock oni
LC11111 LC1197 0.00% 61.00% 39.00% 0.00% 100.00%
LC1197 LC1182 0.00% 60.00% 40.00% 0.00% 100.00%
LC1182 LC111572 0.00% 53.00% 47.00% 0.00% 100.00%
LC111572 LC11117 0.00% 44.00% 56.00% 0.00% 100.00%
LC11117 LC1110 0.00% 40.00% 60.00% 0.00% 100.00%
LC1110 LC091736 0.00% 30.00% 70.00% 0.00% 100.00%
LC091736 LC091738 0.00% 24.00% 76.00% 0.00% 100.00%
Treatment Facilities -Percent Ownership or Treatment Capacity Ownership
Avg. Daily WWTP Capacity (MGD) 5.46 3.26 20.05 4.23 33.00
Percent Ownership of Treatment 16.55% 9.87% 60.76% 12.82% 100.00%
Capacity
Total East Plant Capacity After Expansion 30.00 MGD (lost 1.50 of 21.50 MGD converting "original" plant)
Total West Plant Capacity 3.00 MGD
Total Plant Capacity AFTER East Plant Expansion 33.00 MGD
8