Contract - Brushy Creek Regional Utility Authority Water Treatment and Distribution System - 5/8/2025 AMENDED AND RESTATED MASTER CONTRACT
FOR THE
FINANCING, CONSTRUCTION AND OPERATION
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY
WATER TREATMENT
AND DISTRIBUTION SYSTEM
Among
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC,
CITY OF CEDAR PARK
CITY OF LEANDER
AND
CITY OF ROUND ROCK
Dated: April 23, 2025
Amended and Restated Master Agreement;FINAL 04-18-25; 4935-4369-1064
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATIONS..................................................4
Section1.1 Definitions............................................................................................................4
Section1.2 Interpretation......................................................................................................10
ARTICLE II PURPOSE AND DESCRIPTION OF THE SYSTEM..................................10
Section 2.1 Raw Water Contracts.........................................................................................10
Section 2.2 Regional Water Treatment and Distribution......................................................10
Section 2.3 Local Government Corporation.........................................................................10
Section 2.4 Purpose of this Contract.....................................................................................l l
Section 2.5 System Ownership.............................................................................................11
Section2.6 Title to Raw Water.............................................................................................l l
Section2.7 Quality................................................................................................................l l
Section2.8 Operation............................................................................................................l 1
Section 2.9 Conservation Plans.............................................................................................l l
ARTICLE III ACQUISITION AND CONSTRUCTION OF THE SYSTEM....................11
Section3.1 General...............................................................................................................l l
Section 3.2 Location of System; Acquisition of Land Interests...........................................12
Section 3.3 Award of Construction Contracts......................................................................12
Section3.4 Liens...................................................................................................................12
Section 3.5 Revisions of Plans..............................................................................................12
Section3.6 Approvals...........................................................................................................12
Section 3.7 Raw Water Supply.............................................................................................13
Section 3.8 Access to Cities' Rights of Way........................................................................13
Section3.9 Easements..........................................................................................................13
Section 3.10 Delivery Point(s)................................................................................................13
Section3.11 Other Contracts..................................................................................................13
Section3.12 Quality................................................................................................................13
Section3.13 Expansions.........................................................................................................14
ARTICLE IV FINANCING OF THE SYSTEM..................................................................15
Section 4.1 Issuance of Bonds..............................................................................................15
Section 4.2 Proceeds of Bonds..............................................................................................16
Section 4.3 Refunding of Bonds...........................................................................................17
Section 4.4 Redemption of Bonds........................................................................................17
Section 4.5 Debt Service on Bonds and Other Bond Funding Requirements ......................17
Section4.6 Billing................................................................................................................18
Section 4.7 Delinquency in Payment....................................................................................18
Section 4.8 BCRUA's Rights Assigned to Trustee..............................................................18
Section4.9 Tax-Exempt Bonds............................................................................................19
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Section 4.10 Payment to Rebate Fund....................................................................................19
Section 4.11 City's Obligations..............................................................................................19
Section 4.12 Interest on Money..............................................................................................20
Section 4.13 Sale and Offering Documents............................................................................20
Section4.14 Right to Prepay..................................................................................................20
ARTICLE V OPERATION OF THE SYSTEM.................................................................20
Section5.1 Operation............................................................................................................20
Section 5.2 Payments for Operations and Maintenance Expenses.......................................21
Section 5.3 Operations Committee.......................................................................................21
ARTICLE VI CAPACITIES OF THE CITIES IN THE SYSTEM ....................................21
Section 6.1 Capacities in System Components.....................................................................21
Section 6.2 Capacities in the Raw Water System.................................................................21
Section 6.3 Capacities in the Treatment System...................................................................21
Section 6.4 Capacities in the Treated Water Distribution System........................................21
Section 6.5 Transfer of Capacity..........................................................................................21
Section 6.6 Documentation of Transferred Capacity............................................................22
ARTICLE VII DELIVERY POINT(S)..................................................................................22
Section 7.1 Treated Water Delivery Point(s)........................................................................22
Section 7.2 Raw Water Delivery Point(s).............................................................................22
Section 7.3 Rate and Quantity at Delivery Point(s)..............................................................22
ARTICLE VIII METERING AND MEASUREMENT..........................................................22
Section 8.1 Unit of Measurement.........................................................................................22
Section 8.2 Measuring Equipment at the Intake Point..........................................................22
Section 8.3 Measuring Equipment at Delivery Points..........................................................23
Section 8.4 Controlling Rate of Flow...................................................................................23
Section 8.5 Calibration of Meters.........................................................................................23
Section8.6 Check Meters.....................................................................................................24
Section 8.7 Backflow Prevention..........................................................................................24
ARTICLE IX ANNUAL BUDGET,ANNUAL PAYMENTS, CITY COVENANTS .......24
Section9.1 Annual Budget...................................................................................................24
Section 9.2 Operations and Maintenance Expenses .............................................................25
Section9.3 Reserve Fund.....................................................................................................25
Section 9.4 Annual Payments by the Cities..........................................................................25
Section 9.5 Source of Payment.............................................................................................27
Section 9.6 Annual Budgeting by the Cities.........................................................................27
Section 9.7 Revenue Sources Pledged..................................................................................27
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Section 9.8 General Covenants by Cities..............................................................................27
ARTICLE X CONTINUING DISCLOSURE.....................................................................31
Section10.1 Annual Reports..................................................................................................31
Section 10.2 Event Notices.....................................................................................................31
Section 10.3 Limitations, Disclaimers, and Amendments......................................................33
ARTICLE XI COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS ............34
Section 11.1 Compliance with Federal, State and Local Laws...............................................34
Section 11.2 Recordkeeping and Reporting............................................................................34
ARTICLE XII GENERAL PROVISIONS ............................................................................35
Section 12.1 Participation by the Parties................................................................................35
Section12.2 Insurance............................................................................................................35
Section12.3 Force Majeure....................................................................................................36
Section 12.4 Unconditional Obligation to Make Payment.....................................................36
Section 12.5 Term of Contract................................................................................................37
Section 12.6 Amendment and Modification...........................................................................37
Section 12.7 Addresses and Notice.........................................................................................37
Section 12.8 State or Federal Laws, Rules, Orders, or Regulations.......................................38
Section12.9 Severability........................................................................................................38
Section 12.10 Remedies Upon Default.....................................................................................38
Section12.11 Venue.................................................................................................................39
Section 12.12 Statutory Authority............................................................................................39
Section 12.13 Indemnification..................................................................................................39
Section 12.14 Contract for Benefit of the Cities.......................................................................40
Section 12.15 Succession and Assignment...............................................................................40
Section 12.16 Incorporation of Preamble Recitals ...................................................................40
Section 12.17 Independent Contractor......................................................................................40
Section 12.18 Financing Statement...........................................................................................40
Section 12.19 Entire Agreement...............................................................................................40
Section 12.20 Applicable Law..................................................................................................40
Section12.21 Counterparts.......................................................................................................40
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EXHIBITS
Exhibit A System
Exhibit B Delivery Points
Exhibit C Raw Water Delivery System Capacities and Cost Allocation
Exhibit D Treatment System Capacities and Cost Allocation
Exhibit E. Treated Water Distribution System Capacity Allocation
Exhibit F Reserved Capacity in System Components built with Phase I
Exhibit G Operations and Maintenance Expense Allocation
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AMENDED AND RESTATED MASTER CONTRACT
FOR THE FINANCING,CONSTRUCTION AND OPERATION
OF THE BCRUA REGIONAL WATER TREATMENT
AND DISTRIBUTION SYSTEM
THIS AMENDED AND RESTATED MASTER CONTRACT FOR THE FINANCING,
CONSTRUCTION AND OPERATION OF THE BCRUA REGIONAL WATER TREATMENT
AND DISTRIBUTION SYSTEM(the"Contract")is dated and entered into as of the 23rd day of
April, 2025,by and among the 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, Subchapter D of Chapter 431 of the Texas Transportation Code, as amended
(the "Act") authorizes municipalities to create one or more local government corporations to
accomplish any governmental purpose of the Cities including to plan, finance, construct, own,
operate, and/or maintain facilities necessary for the conservation, storage, transportation,
treatment, and/or distribution of raw and treated water, including a plant site, right-of-way, and
property,equipment, and/or right of any kind useful in connection with the conservation, storage,
transportation,treatment, and/or distribution of raw and treated water that will ultimately provide
a potable water supply to meet future water demands of the Cities based on current population
projections and estimates(said facilities herein referred to as the"System"); and
WHEREAS, the City Councils of Cedar Park, Leander, and Round Rock, respectively
(collectively,the"Governing Bodies"),have authorized and approved the creation of the BCRUA
as their constituted authority and instrumentality to accomplish the specific public purpose to plan,
finance, construct, operate, or maintain facilities necessary for the conservation, storage,
transportation,treatment, or distribution of raw and treated water, including plant sites, rights-of-
way, and property, equipment, or rights of any kind useful in connection with the conservation,
storage, transportation, treatment, or distribution of raw and treated water, pursuant to the
provisions of the Act and other applicable law, including Section 791.026 Texas Government
Code, as amended; and
WHEREAS,the Cities and the BCRUA recognize that the construction of the System will
occur in phases that will occur over time and will depend on future growth and environmental
conditions that are uncertain today; and
WHEREAS, the Cities and the BCRUA have previously entered into the MASTER
CONTRACT FOR THE FINANCING,CONSTRUCTION AND OPERATION OF THE BCRUA
REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT (the 2008 Master
Contract"),which was dated and entered into as of the 24th day of September,2008,and
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WHEREAS,on the 22nd 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 20th 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
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, on the 5th day of November, 2021 the Parties entered into that one certain
Sixth Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project("Sixth Amendment")to expand the
definition of`BCRUA Project" to include new phases to be designated Phase IB, Phase IC, and
Phase ID,and 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 27th day of March,2024,the Parties entered into that one certain Seventh
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution("Seventh Amendment")to expand the definition of
"BCRUA Project"to include a new phase to be designated Phase IIA, and to attach a new Exhibit
D-3 to set out the estimated costs, the allocation of the costs among the Cities, and the Cities'
respective reserved capacities in said Phase IIA components; and
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WHEREAS, the BCRUA and the Cities now agree that it is efficient and appropriate to
amend and restate the 2008 Master Contract by approving this Contract to incorporate the previous
amendments, as well as other amendments contained herein, including making conforming
revisions to reflect the fact that BCRUA has not"acquired"and does not have "ownership rights"
to the System; and
WHEREAS, the Cities and the BCRUA, exercising their respective mutual authorities,
wish to enter into this Contract in order to most efficiently and quickly obtain the capability to
deliver treated water to the Cities; and
WHEREAS,the Cities,respectively,have contracted with LCRA,directly or indirectly, to
purchase raw water from Lake Travis in sufficient quantities to meet each City's anticipated
treatment capacity for the System and each City shall make available sufficient raw water to the
BCRUA for its treatment capacity in the System; and
WHEREAS, after treatment, the BCRUA will deliver the treated water to the Cities,
respectively, for use within their respective corporate limits or applicable service areas; and
WHEREAS,the governing bodies of the Cities and the Board of Directors of the BCRUA
have determined that the provisions of this Contract and all of the actions contemplated herein are
in compliance with the Texas State Water Plan and the Regional Water Plan adopted pursuant to
Chapter 16, Subchapter C, Planning, of the Texas Water Code; and
WHEREAS, the Cities, respectively, have adopted water conservation plans approved by
the Texas Commission on Environmental Quality ("TCEQ") prior to execution of this Contract;
and
WHERAS, in accordance with Section 12.6 of the 2008 Master Contract, no change,
amendment or modification of the 2008 Master Contract effectuated through this Contract
adversely affects the prompt payment when due of all money required to be paid by each City
under the terms of the 2008 Master Contract, as amended, and no such change, amendment or
modification causes a violation of any provisions of any Bond Resolution in effect as of the date
hereof; and
WHEREAS, the BCRUA, to the best of its ability, shall in general do or cause to be done
all such things as may be required or necessary for the proper acquisition, construction, and
operation of the System; 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 undertake,promise,and agree as follows:
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ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.1 Definitions. In addition to the terms defined above, the following terms
shall have the meanings assigned to them below wherever they are used in this Contract, unless
the context clearly requires otherwise:
(a) "Additional Bonds"means one or more series of additional Bonds which are issued
by the BCRUA to finance construction of the System pursuant to Section 3.10 hereof or for any
other lawful purpose.
(b) "Annual Budget"means the budget prepared by BCRUA each Fiscal Year and as
described in the BCRUA Bylaws including all Annual Payments such as Operation and
Maintenance Expenses, Reserve Fund and Debt Service,or Bond payments.
(c) "Annual Payments"means the amount of money constituting the Operation and
Maintenance Expenses, Capital Improvements, Reserve Fund and to the extent the BCRUA
issues a series of Bonds on behalf of a City,the Bond Payment to be paid to the BCRUA by each
City,on a several and not a joint basis as described in Section 4.1 and Section 4.5 hereof from
the revenues of each City's System as an operating and maintenance expense of each City's
System at the times and in the amounts required by Sections 4.5 and 9.4 of this Contract.
(d) "Authorized Representative" means any person at the time delegated authority to
act on behalf of the Cities or the BCRUA, as the case may be, and designated as such in a written
certificate, containing a specimen signature of such person,which, for the Cities shall be the City
Manager,of each City or such other officers or employees of the Cities authorized to act on behalf
of the Cities during the respective City Manager's absence or incapacity,and for the BCRUA shall
be the General Manager of the BCRUA or such other officer or employee of the BCRUA
authorized to act on behalf of the BCRUA during the General Manager's absence or incapacity,
unless a party notifies the other party in writing of a change in its Authorized Representative.
(e) `BCRUA"means the Brushy Creek Regional Utility Authority,Inc. and its lawful
successors and assigns.
(f) "Bond Payment(s)" means the amount of money to be paid to the BCRUA by a
City, for the debt service or to fund or replenish any debt service reserve fund or other special or
contingency fund or the payment of Trustee or other fees related to one or more series of Bonds
issued for that City,which Bonds are payable from the gross revenues of the City's System as an
operating and maintenance expense of the City's System at the rimes and in the amounts required
to pay debt service on a series of Bonds issued for that City, at such time as further provided in
Section 4.5 of this Contract. A City is responsible for paying debt service on only the series of
Bonds issued for that City, after taking into account any capitalized interest funded from the
proceeds of any series of Bonds issued for that City. A City is not responsible for paying debt
service on any series of Bonds issued for another City.
(g) "Bond Resolution" means any resolution and/or trust indenture of the BCRUA,
authorizing the issuance of and securing a series of Bonds and all amendments and supplements
thereto authorized by such resolution to establish certain terms of the Bonds authorized by such
resolution. Since separate series of Bonds will be issued for each City requesting financing, any
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such reference in this Contract means the Bond Resolutions related to the City for which such
series of Bonds are being issued.
(h) "Bonds" means all bonds, notes, or other obligations hereafter issued by the
BCRUA,for each City requesting financing,the proceeds of which shall be used to pay such City's
share of System Costs, (including any Additional Bonds)or to refund any Bonds or to refund any
such refunding Bonds.
(i) "Bylaws"means the Bylaws originally adopted by the BCRUA Board of Directors
and the Cities on the 17th day of February, 2010; as amended on the 21' day of July, 2010; as
amended on the 23rd day of April,2025; and as amended from time to time in the future.
0) "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.
(k) "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 Expansions,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.
(1) "Capital Improvements Budget"means the annual amount budgeted as provided in
Article IX for all Capital Improvements during any Fiscal Year.
(m) "Cities" means, collectively, the City of Cedar Park, Texas, the City of Leander,
Texas, and the City of Round Rock, Texas. "City" means, respectively, the City of Cedar Park,
Texas, the City of Leander,Texas, or the City of Round Rock,Texas.
(n) "City System" means and includes a respective City's existing combined
waterworks and wastewater disposal system, together with all future extensions, improvements,
enlargements, and additions thereto, including, to the extent permitted by law, and/or reclaimed
water systems which are integrated with the waterworks or wastewater disposal system, and all
replacements thereof, provided that, notwithstanding the foregoing, and to the extent now or
hereafter authorized or permitted by law, the term City System shall not include any waterworks
or wastewater facilities which are declared by a City not to be a part of its City System of such
City and which are hereafter acquired or constructed by a respective City with the proceeds from
the issuance of "Special Project Bonds", which are hereby defined as being special revenue
obligations of such City,which are not secured by or payable from the net revenues of a respective
City System, but which are secured by and are payable solely from special contract revenues, or
payments received by a City or any other legal entity, or any combination thereof, in connection
with such facilities; and such revenues or payments shall not be considered as or constitute gross
revenues of a respective City System,unless and to the extent otherwise provided in the ordinance
or ordinances authorizing the issuance of such"Special Project Bonds."
(o) "Claim", as used in Section 12.13 of this Contract, means claims, demands, and
expenses,including reasonable attorney's fees.
(p) "Code"means the Internal Revenue Code of 1986,and any amendments thereto,as
in force and effect on the date of delivery of any series of Bonds.
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(q) "Construction Fund" means the fund created with that name pursuant to a Bond
Resolution.
(r)"Consulting Engineer(s)"means an engineering firm that is selected and approved by the
BCRUA.
(s) "Credit Agreement"means any bond insurance policy or other credit agreement,as
defined in and authorized by the provisions of Chapter 1371, as amended, Texas Government
Code,which the BCRUA may execute relating to a series of Bonds.
(t) "Delivery Point"means the place,whether one or more,to which the BCRUA will
deliver raw and/or treated water to each City pursuant to this Contract.
(u) "Emergency Repairs"means those unanticipated System repairs and improvements
that are not included in the Annual Budget or the Capital Improvements Budget, but must be
initiated immediately to repair and/or avoid failure in any System component that could threaten
public health and safety or the environment, as determined by the General Manager following
consultation with the Operating Committee and the Consulting Engineer.
(v) "Engineering Reports" means preliminary and final engineering reports and other
types of engineering reports,design memoranda, etc.,applicable to the design and construction of
the System or System components, in possession, on record, or having legal right to by the
BCRUA.
(w) 'Expansion" means expansion, extension, improvement or enlargement of any
System Component(s) by one or more of the Parties which results in an increase in the capacity
reservation for any System Component(s).
(x) "Financial Obligation" means a (a) debt obligation; (b) derivative instrument
entered into in connection with, or pledged as security or a source of payment for, an existing or
planned debt obligation; or(c) guarantee of a debt obligation or any such derivative instrument;
provided that "financial obligation" shall not include municipal securities (as defined in the
Securities Exchange Act of 1934,as amended)as to which a final official statement(as defined in
the Rule)has been provided to the MSRB consistent with the Rule.
(y) "Fiscal Year"means the fiscal year, which begins on October 1 of each year and
ends on September 30 of the following year.
(z) "Force Majeure"means such term as it is defined in Section 12.3 of this Contract.
(aa) "General Manager"means the individual hired by the BCRUA Board of Directors
to manage the affairs of the BCRUA.
(bb) "Insurance Policy" means the insurance policy, if any, issued by the Insurer
guaranteeing the scheduled payment of principal of and interest on a particular series of Bonds
when due.
(cc) "Insurer"means the company, if any, insuring a particular series of the Bonds, or
any successor thereto or assignee thereof.
(dd) "Land Interests"means the fee simple interests and/or the easements,right-of-way,
and other interests in real property necessary for the acquisition,construction,and operation of the
System.
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(ee) "MSRB"means the Municipal Securities Rulemaking Board and any successor to
its duties.
(ff) "Operation and Maintenance Expenses"means all direct costs and expenses,fixed
and variable, incurred by the BCRUA for its operation and maintenance of the System, including
(for greater certainty but without limiting the generality of the foregoing) the costs of utilities,
supervision, treatment, engineering, accounting, auditing, legal services, insurance premiums,
supplies, services, and administration of the System, and costs of operating, repairing,
maintaining, and replacing equipment for proper operation and maintenance of the System. The
term"Operation and Maintenance Expenses"does not include depreciation charges or such portion
of the above-described costs to the extent such costs are paid pursuant to an agreement other than
this Contract.
(gg) "Operations Committee"means the committee created in Article N of the Bylaws.
(hh) "Permitted Liens"means;
(i)minor irregularities, charges, liens, encumbrances, defects, easements, licenses,
rights-of-way, servitudes, restrictions,mineral rights, and clouds on title which, in
the opinion of counsel to the BCRUA, a copy of which shall be forwarded to each
City,do not materially impair the use of the System for the purposes for which it is
designed;
(ii) easements for roads (as used in this Contract, the term "roads" shall include,
without limitation, streets, curbs, gutters, drains, ditches, sewers, conduits, canals,
mains,aqueducts, aerators,connections,ramps,docks,viaducts,alleys,driveways,
parking areas,walkways,and trackage),utilities(which for purposes of this Contact
shall include,without limitation,water, sewer, electricity, gas,telephone,pipeline,
railroad,and other collection,transportation,light,heat,power,and communication
systems) and similar easements and other easements, rights-of-way, rights of
flowage, flooding, diversion or outfall, licenses, restrictions, and obligations
relating to the operation and maintenance of the System which, in the opinion of
counsel to the BCRUA, a copy of which shall be forwarded to each City, do not
materially impair the use of the System for the purposes for which it is designed;
and
(iii)rights of the United States or any state or political subdivision thereof,or other
public or governmental authority or agency or any other entity vested with the
power of eminent domain to take or control property or to terminate any right,
power, franchise, grant, license, or permit previously in force.
(ii) "Plans and Specifications" means the plans and specifications prepared for the
System by the BCRUA Consulting Engineer(s)and kept on file at the BCRUA treatment plant, as
the same may be revised from time to time in accordance with this Contract.
6j) "Prudent Utility Practice" means any of the practices, methods, and acts, in the
exercise of reasonable judgment,in the light of the facts,including but not limited to the practices,
methods, and acts engaged in or approved by a significant portion of the public utility industry
prior thereto, known at the time the decision was made, that would have been expected to
accomplish the desired result at the lowest reasonable cost consistent with reliability, safety, and
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expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the
optimum practice,method,or act at the exclusion of all others,but rather is a spectrum of possible
practices,methods,or acts which could have been expected to accomplish the desired result at the
lowest reasonable cost consistent with reliability, safety,and expedition. In the case of any facility
included in a City System which is owned in common with one or more other entities, the term
"Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the
agreement governing the operation of such facility.
(kk) "Rule"means SEC Rule 15c2-12,as amended from time to time.
(11) "Sale and Offering Documents"means any official notice of sale,official bid form,
preliminary official statement,official statement, or other offering document for the Bonds.
(mm) "SEC" means the United States Securities and Exchange Commission and any
successor to its duties.
(nn) "State"means the State of Texas.
(oo) "System" means collectively the Raw Water Delivery System, the Treatment
System, and the Treated Water Distribution System, as shown in Exhibit A, and defined, as
follows:
(i) "Raw Water Delivery System,"means:
(a) the deep-water intake and pumping system in Lake Travis,
(b) the tunnel to deliver raw water from the intake system to the raw
water pumping station,
(c) the raw water pumping station,
(d) the line(s)to deliver 26.9 mgd of raw water to the Cedar Park
Water Treatment Plant,
(e) the line(s)to deliver 12.0 mgd of raw water to the Leander Sandy
Creek Water Treatment Plant, and
(f) the line(s)to deliver 105.8 mgd of raw water to the Brushy Creek
Water Treatment Plant; and
(ii) "Treatment System,"means:
(a) the BCRUA Water Treatment Plant,including the administration
building,
(b) the on-site water storage tank(s), and
(c) the related facilities; and
(iii) "Treated Water Distribution System,"means:
(a) the distribution lines, valves,meters,and related facilities to
deliver treated water to the respective City Systems for the Cities.
(pp) "System Component'means a specified facility comprising part of the System.
(qq) "System Costs" means and includes, without limitation, the following costs
incurred for the System by or on behalf of the BCRUA or the Cities:
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(i) the cost of acquisition of the Land Interests, including appraisals, closing costs
and title insurance policies;
(ii) the cost of acquisition, construction, repair, replacement, improvement or
decommissioning of the System, and any structure, item of equipment, or other
item,used for,or in connection with,the System;
(iii) the cost of site preparation of the Land Interests, including demolition or
removal of structures and improvements as necessary or incident to completing the
System;
(iv)the cost of engineering,legal, architectural or other related services;
(v) the preparation cost of plans, specifications, studies, surveys, cost estimates,
and other expenses necessary or incident to planning, providing, or financing the
System;
(vi) the cost of machinery, equipment, furnishings, and facilities necessary or
incident to placing the System in operation;
(vii)finance charges and interest before,during,and after construction as permitted
by the laws of the State;
(viii) costs incurred in connection with financing the System, including, without
limitation:
(1) financing, legal, accounting, financial advisory, rating agency, and
auditing fees,expenses and disbursements;
(2)the cost of printing,engraving, and reproduction services; and
(3) the cost of a trustee's or paying agent's initial or acceptance fee and
subsequent fees;
(ix)all costs, fees and expenses of litigation of all kinds;
(x)the cost of property casualty and public liability insurance;
(xi) the fees and costs of the underwriters as the anticipated purchasers of the
Bonds;
(xii)reimbursement of the costs previously incurred by and agreeable to the other
Cities with respect to the System; and
(xiii)other costs generally recognized as a part of System construction costs.
(rr) "TCEQ"means the Texas Commission on Environmental Quality or its successors
or assigns.
(ss) "Trustee" means any trustee named under a trust indenture or the paying
agent/registrar named in a paying agent/registrar agreement entered into by the BCRUA relating
to the payment of a series of Bonds and authorized by a Bond Resolution.
(tt) "Utility Bond"means the bonds, notes and other obligations of a City outstanding
from time to time secured by a lien on and pledge of the net revenues of that City's System or any
part thereof,regardless of lien priority.
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(uu) "TWDB" means the Texas Water Development Board or any successor entity
thereto.
(w) "TWDB Program"means the applicable TWDB programs.
(ww) "Water Rights"means each City's respective right to raw water under each City's
contract with LCRA and/or BRA.Each City's right(s)to raw water are and shall remain the City's
sole property.The BCRUA holds no raw water rights and will not acquire any raw water rights by
virtue of this Contract.
Section 1.2 Interpretation. The table of contents and caption headings of this Contract
are for reference purposes only and shall not affect its interpretation in any respect. Unless the
context otherwise requires,words of the masculine gender shall be construed to include correlative
words of the feminine and neuter genders and vice versa. Defined terms include the plural and
singular versions of the words. This Contract and all the terms and provisions shall be liberally
construed to effectuate the purpose set forth herein and to sustain the validity of this Contract.
ARTICLE II
PURPOSE AND DESCRIPTION OF THE SYSTEM
Section 2.1 Raw Water Contracts. Each City, individually,has contracted with LCRA
and/or Brazos River Authority ("BRA") to purchase raw water from Lake Travis in sufficient
quantities to meet the long-term projected demands for treated water for each City. Each City has
conducted its own investigation and, based solely thereon, has determined that it has contracted
for and acquired sufficient quantities of raw water to meet its own needs.
Section 2.2 Regional Water Treatment and Distribution. In order to utilize the raw
water from Lake Travis,in 2005,each City began independently studying and planning for its own
water intake, treatment, and distribution system. In early 2006, the three Cities entered into
discussions regarding the possibility of a joint regional intake,treatment, and distribution system.
Shortly thereafter, the Cities determined that a joint regional intake, treatment, and distribution
system would be the most efficient and cost-effective option for each of them and their respective
rate-payers.
Section 2.3 Local Government Corporation. After determining that a joint regional
intake,treatment,and distribution system was the best solution available to the Cities water needs,
in 2007 the Cities continued their discussions to determine the best method of jointly acquiring,
designing, financing, constructing, and operating such system. After researching the various
options for a regional system,the Cities determined that the best method would be to create a Local
Government Corporation pursuant to Subchapter D of Chapter 431, Texas Transportation Code.
In July 2007, the three Cities jointly created a Local Government Corporation which was named
the Brushy Creek Regional Utility Authority, Inc. The express purpose for the creation of the
BCRUA was to provide an efficient vehicle for the fmancing, design, construction,maintenance,
and operation of a regional water transmission,treatment, and distribution system.
Section 2.4 Purpose of this Contract. The purpose of this Contract is to set forth the
terms and conditions under which the Cities, by and through the BCRUA, will finance, design,
construct, maintain and operate the System. This Contract also sets forth in general terms the
manner in which the Cities will share the costs of constructing, operating, and maintaining the
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System.Finally,this Contract also set forth the manner in which the BCRUA will assist the Cities
in the constructing, operating, and maintaining the System. For the sake of clarity, the BCRUA
will have no ownership interest in the System.
Section 2.5 System Ownership. The System shall be owned by the Cities in proportion
to their Capacities in the System and System Components.
Section 2.6 Title to Raw Water. Title to and interest in each City's raw water supply
shall remain with each City, respectively, at all times. The BCRUA shall not acquire any right or
title to the Cities' respective raw water interests by virtue of this Contract and shall not otherwise
assert any ownership interest in any City's raw water rights. However,the Cities hereby authorize
and assign to the BCRUA the authority to take the raw water from Lake Travis and to exercise
servicing authority over, and in all respects, to use the raw water for the sole purpose of treating
said water in order to deliver potable water to the Cities. The BCRUA will be responsible for the
operation of the System and the treatment of raw water,but shall not claim title to any of the raw
water contracted for by the Cities,respectively,which passes through and is treated by the System.
Each City is solely responsible to make sufficient raw water available to the BCRUA for its
treatment capacity in the System,and the BCRUA shall treat such raw water at its treatment plant.
Section 2.7 Quali1y. The treated water to be delivered by the BCRUA and received by
the Cities shall be potable water,meeting all applicable federal and state regulatory requirements.
The BCRUA will draw all or a portion, as the case may be, of each City's raw water from Lake
Travis into the System for treatment and distribution in order to serve each City's need for treated
water, and the BCRUA will treat such raw water using the System and equipment described in
applicable Engineering Reports.
Section 2.8 Qperation. The BCRUA covenants to operate the System in accordance
with Prudent Utility Practices and in accordance with applicable federal and state regulatory
requirements and standards.
Section 2.9 Conservation Plans. Each City has adopted a water conservation plan in
accordance with the rules and regulations of the TCEQ. Each City agrees to provide the BCRUA
with a certified copy of its adopted plan.Each City covenants to the other Cities and to the BCRUA
to fully comply with their respective conservation plans and to comply with all applicable rules
and regulations of the TCEQ.
ARTICLE III
ACQUISITION AND CONSTRUCTION OF THE SYSTEM
Section 3.1 General. Subject to the remaining terms and provisions of this Contract,the
BCRUA agrees to issue one or more series of the Bonds, as requested by any City, to construct
the System as generally described in the Engineering Reports. It is expressly understood and
agreed that any obligations on the part of the BCRUA to finance, construct, and complete the
System and any future expansions of the System and to provide the water treatment capacity to
the Cities shall be(i)conditioned upon the BCRUA's ability to obtain all necessary permits,Land
Interests, material, labor, and equipment, and upon the ability of the BCRUA to finance the
System Costs through the actual sale of the Bonds or receipt of funds from the Cities, including
any Additional Bonds needed to complete the System, and (ii) subject to all present and future
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valid laws, orders, rules, and regulations of the United States of America, the State, and any
regulatory body having jurisdiction. The BCRUA shall construct the System with all reasonable
dispatch, at the direction of the Cities, delays incident to events of Force Majeure only excepted;
but if for any reason there should be delays in or the entire failure of such acquisition,
construction, and improvement, there shall be no diminution in or postponement of the Annual
Payments to be made by the Cities hereunder and no resulting liability on the part of the BCRUA.
Section 3.2 Location of System, Acquisition of Land Interests. The System will be
constructed and located on, across, within and through the Land Interests. The title to the Land
Interests shall be held by the BCRUA,or one or more of the Cities,as deemed appropriate by the
Cities. The BCRUA shall be responsible for ensuring that proper filings of each such portion of
the Land Interests are made in the deed records of the appropriate counties to ensure that all
interested parties have proper notice of the BCRUA's interests in the Land Interests. As each
deed,easement,or other evidence of an interest in real property comprising a portion of the Land
Interests is acquired by the BCRUA, a copy of such instrument, together with evidence of its
filing in the deed records of the counties in which such portion lies,shall,upon the written request
of the Cities, be given to the Cities. The BCRUA shall acquire a title insurance policy or a title
opinion showing good and indefeasible title with respect to each Land Interest acquired. A copy
of each such title insurance policy or title opinion shall be retained in the BCRUA's official
records.
Section 3.3 Award of Construction Contracts. Upon obtaining the approval by the
General Manager and the Operating Committee, the BCRUA will promptly advertise for sealed
bids or comply with the requirements for an alternative delivery method for the System to the
extent and as required by law.The BCRUA may break the System into several contracts or phases
as it determines is best for the timely acquisition and construction of the System. The BCRUA
shall not be obligated to award a construction contract unless the proceeds from the Bonds or
other funding are available to pay the contract(s). The approval of construction contracts shall be
in compliance with the requirements of the Bylaws.
Section 3.4 Liens. Neither the Cities nor the BCRUA will create or permit or suffer to
exist any lien,encumbrance,or charge upon the System or any interest therein at any time,except
Permitted Liens.
Section 3.5 Revisions of Plans. BCRUA may revise the Plans and Specifications with
the unanimous approval of the Operating Committee, and in accordance with the applicable
construction contract documents if the project is under construction. .
Section 3.6 Aporovals. Unless otherwise required by law, each consent, approval, or
other official action required of the Cities or the BCRUA by any provision of this Contract shall
be deemed in compliance with this Contract when written evidence of such action, signed by the
respective Authorized Representative,is delivered to the party who is to receive evidence of such
action. The Cities will cooperate with the BCRUA in the design, financing, acquisition, and
construction of the System and, following the adoption of the Bond Resolution by the BCRUA's
Board of Directors,the Cities will not take any action or fail to take any action(including,without
limitation, any exercise or denial of their consent or approval of any action proposed to be taken
by the BCRUA or any of their agents hereunder), if taking or failing to take such action,
respectively,would unreasonably delay or obstruct the completion of the System by the BCRUA.
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Section 3.7 Raw Water Supply. Each City has conducted its own investigation and,
based solely thereon, has determined that it has contracted for and acquired sufficient quantities
of raw water to meet its needs. Title to and interest in each City's raw water supply shall remain
with each City, respectively, at all times. The BCRUA shall not acquire any right or title to the
Cities' respective raw water interests by virtue of this Contract and shall not otherwise assert any
ownership interest in any City's raw water rights.However,the Cities hereby authorize and assign
to the BCRUA the authority to take the raw water from Lake Travis and to exercise servicing
authority over and in all respects to use such raw water for the sole purpose of treating such raw
water in order to deliver potable water to the Cities. The BCRUA will be responsible for the
operation of the System and the treatment of raw water,but shall not claim title to any of the raw
water contracted for by the Cities,respectively,which passes through and is treated by the System.
Each City is solely responsible to make available to the BCRUA sufficient raw water for its
treatment capacity in the System,and the BCRUA shall treat such raw water at its treatment plant.
Section 3.8 Access to Cities Rights-of-Way. If any facility, pipeline, or appurtenance
owned by the BCRUA is installed in any street, alley, or public way within the boundaries of a
City, as same is now constituted or as may hereafter be extended, such City hereby grants to the
BCRUA, upon complying with such City's franchise ordinances or other provisions, the right,
privilege, and franchise of using such street, alley or public way for the purposes of maintaining,
operating,laying,repairing, or removing such facility,pipeline,or appurtenance.
Section 3.9 Easements. Each City hereby agrees to grant to the BCRUA such easements
as may be reasonably necessary for the purposes of placing, constructing, operating, repairing,
maintaining,rebuilding,replacing,relocating,and removing water treatment facilities upon,over,
across and through the City's property and giving to the BCRUA,and its successors and assigns,
all of the rights and benefits necessary or appropriate for the full enjoyment and use of the
easement, including but without limiting the same, to the free right of ingress and egress to and
from the City's property.
Section 3.10 Delivery Point(s). The BCRUA and/or the Cities will acquire and/or
provide the Land Interests required to deliver treated water to the Delivery Point(s)for each City
at the location depicted in the Engineering Reports and Exhibit B. Each City shall have the sole
responsibility, at its own cost and expense, for providing additional pipelines and other facilities
required for transporting its share of the treated water from the System to a new or additional
Delivery Point, but an additional or alternative Delivery Point will be allowed only with the
consent of the Cities,which consent will not be unreasonably withheld. The BCRUA will own,
operate, maintain and repair all equipment at the Delivery Points including valves, meters,
SCADA equipment,chlorine analyzers and equipment enclosures.
Section 3.11 Other Contracts. The BCRUA shall not enter into contracts with other
persons for the supply of raw or treated water without the prior written consent of all the Cities,
which consent is subject to the unfettered discretion of the Cities and may be withheld for any or
no reason.
Section 3.12 Quali . The treated water to be delivered by the BCRUA and received by
the Cities shall be potable water meeting all applicable federal and state requirements for drinking
water. The BCRUA will draw all or a portion, as the case may be, of each City's raw water from
Lake Travis into the System for treatment and distribution in order to serve each City's need for
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treated water, and the BCRUA will treat such raw water using the System and equipment
described in the Engineering Reports.
Section 3.13 Expansions. Each City shall have the right to commence an Expansion
under the provisions of this Contract as set forth in in this Section.
(a) Requests for Expansion. At any time, any City, one or more, may request, in
writing, to the General Manager and Operations Committee, that an Expansion be made. All
Expansions will require an amendment to the applicable Exhibits in this Contract to reflect the
revised capacity allocations resulting from such Expansion.
(b) Expansion Planning, Engineering and Construction Management. Planning,
engineering and construction management of all Expansions shall be performed by the Consulting
Engineer unless an alternate engineering firm is unanimously approved by the Board of Directors.
Should any City(s) request an Expansion, the other Cities shall within sixty (60) days after
receiving a preliminary engineering report of the proposed Expansion,prepared by the Consulting
Engineer, determine whether they are willing to participate in the Expansion. By the end of the
sixty (60)day review period,the City(ies)participating in an Expansion shall notify the Operations
Committee of such participation.Any City may move forward with an Expansion even if no other
Cities participate in such Expansion, subject to compliance with this Agreement. The City(ies)
participating in an Expansion must use reasonable efforts to ensure that the Expansion does not
result in any negative impacts to the non-participating City(ies) and will coordinate with the
Operations Committee regarding planning, design, and construction of the Expansion. The
Operations Committee shall have the opportunity to timely review and comment on the
preliminary design, final plans, and specifications, and other construction related matters as
appropriate regarding the Expansion. The City(ies) requesting an Expansion are financially
responsible for the design, construction, and inspection of the Expansion in accordance with this
Contract and agree to provide periodic updates of the Expansion to the Operations Committee and
the Board of Directors.
(c) Contract Amendment for Expansions. All Expansions will require an amendment
to the applicable Exhibits in this Contract to reflect the capacity and cost allocations for the
Expansion.. Costs of the Expansion will be allocated among the Cities based on the prorata shares
of the capacity reservations of each City participating in the Expansion. ,. Upon completion of
construction,the Expansion will be part of the System, and the Capacity of the Expansion will be
allocated to and for each participating City based on the provisions of this Agreement.
(d) Non-participating City(ies). The non-participating City(ies) will fully cooperate
with the participating City(ies) in efforts to obtain necessary governmental and regulatory
approvals and permits for the Expansion and will use their best efforts to provide assistance in this
regard,which shall be paid for solely by the requesting City(ies).
(e) Other Capital Improvements and Emergency Repairs. Costs and expenses
associated with Capital Improvements, other than Expansions, shall be planned for and funded
through the Annual Budget and Capital Improvements Budget,in the process set out in Article IX
herein or as otherwise agreed to by the Cities. Emergency Repairs shall be identified and reported
to the General Manager, Operations Committee and Consulting Engineer , and they shall
determine the method and party responsible for completing such repair and the source of funding
for the repair..The costs and expenses for Emergency Repairs will be allocated amongst the Parties
using the System capacity provisions in Article VI and Exhibits C. D and E, for the affected
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System component. Approvals by the Board of Directors and or the Cities for Emergency Repair
activities and costs will be obtained as necessary to assure compliance with applicable provisions
of the Bylaws and this Agreement.
ARTICLE IV
FINANCING OF THE SYSTEM
Section 4.1 Issuance of Bonds.
(a) The BCRUA's acquisition, construction, and completion of the System will be
financed by
(i) receipt of funds from the Cities,respectively,
(ii) the BCRUA through the issuance of one or more series or issues of Bonds by
the BCRUA for a City,which Bonds are payable solely from and secured, in part,
by an assignment of the Bond Payments made under this Contract by the City for
which such series of Bonds are issued,or
(iii) any combination of funds from the Cities, respectively, and the issuance of
Bonds for the Cities, respectively. It is expressly understood and agreed by the
BCRUA and the Cities that the BCRUA shall issue Bonds as separate series for the
applicable City.
Each City shall be solely responsible for Bond Payments on its series of Bonds. No City
shall have any liability or responsibility for any Bond Payment on a series of Bonds issued
for another City. In consideration of the covenants and agreements set forth in this
Contract,and to enable the BCRUA to issue the Bonds to carry out the intents and purposes
hereof,this Contract is executed to assure the issuance of the Bonds at the request of a City
and to provide for and ensure the due and punctual payment by such City to the BCRUA,
or to the Trustee relating to the series of Bonds issued for such City, of amounts not less
than the Bond Payments. Each City hereby agrees to make, or cause to be made, its
respective Bond Payments,as and when due,for the benefit of the owners of the Bonds,as
provided in the Bonds and the Bond Resolution. The cost allocations for the System Cost
are shown Exhibit C,Exhibit D, Exhibit E and Exhibit F.
(b) The proceeds from the sale of the Bonds,together with any funds received from a
City will be used for the payment of the System Costs. Upon request of a City, the Bonds will be
issued by the BCRUA for such City's share of the amount anticipated to be required to acquire the
Land Interests and construct the System,including payment of all System Costs advanced by such
City and incurred by the BCRUA prior to the date of issuance of the Bonds, and to fund, to the
extent deemed advisable by the BCRUA,a debt service reserve fund,if applicable,and interest on
the Bonds during construction and for up to one year after completion of construction. However,
each City specifically reserves the right to pay cash to the BCRUA rather than have the BCRUA
issue Bonds on its behalf.
(c) Each Bond Resolution of the BCRUA shall specify the maximum principal amount
of the Bonds for each City's series of Bonds to be issued thereunder. The Bonds shall mature not
more than forty(40)years from the date of such Bonds and shall bear interest at not to exceed the
maximum legal rate then permitted by law, and the Bond Resolution may create and provide for
15
the maintenance of a revenue fund, a debt service fund, a reserve fund, a construction fund, and
any other funds deemed prudent by the BCRUA, all in the manner and amounts as provided in
such Bond Resolution.
(d) Prior to the final adoption of a Bond Resolution or any amendment of a Bond
Resolution by the BCRUA's Board of Directors for a City, a substantially final copy of the
proposed Bond Resolution for such City and the Sale and Offering Documents, if any, for such
City shall be presented to the governing body of such City for review and approval.
(e) Upon approval by the City's governing body of
(i) a substantially final copy of the Bond Resolution for the City hereafter adopted
by the BCRUA for the applicable City, including any Credit Agreements,
(ii) any amendments to any Bond Resolution for the City, and
(iii) the Sale and Offering Documents for the City and the delivery to the BCRUA
of a certification signed by the Authorized Representative of the City to the effect
that the Bond Resolution and the Sale and Offering Documents comply with this
Contract,
then upon the adoption and approval of the Bond Resolution in such final form by the BCRUA's
Board of Directors or Authorized Representative,as the case may be, and the issuance and delivery
of the Bonds to the purchaser thereof, the Bond Resolution shall for all purposes be considered
approved by the City for its Bonds and deemed to be in compliance with this Contract in all
respects, and the Bonds issued thereunder will constitute Bonds as defined in this Contract for all
purposes. Any registered owner of Bonds is entitled to rely fully and unconditionally on any such
approval.
(f) All covenants and provisions in the Bond Resolution affecting, or purporting to
bind, the City shall, upon the delivery of the Bonds, become absolute, unconditional, valid, and
binding covenants and obligations of the City so long as the Bonds and interest thereon are
outstanding and unpaid, and may be enforced by the remedies of mandamus and specific
performance in addition to any other legal or equitable remedies which may be available, as
provided in Section 12.10 of this Contract and the Bond Resolution. Particularly,the obligation of
the City to make, promptly when due, all Annual Payments specified in this Contract shall be
absolute and unconditional, and said obligation may be enforced as provided in this Contract. In
addition, subject to the approval of the City, the BCRUA may enter into Credit Agreements for
the purpose of achieving the lowest financing costs for the System.
Section 4.2 Proceeds of Bonds. Subject to the terms and provisions of this Contract,
the proceeds of the Bonds shall be used by the BCRUA for the purpose of financing and funding
the BCRUA's acquisition of the Land Interests and construction of the System as provided in
Section 4.1. Upon request by a City,the BCRUA shall use its best efforts to issue its Bonds,in one
or more separate series for each City requesting financing, in amounts which will be sufficient,
together with any funds contributed by a City, to accomplish such purpose. The proceeds of the
Bonds shall be deposited in the Construction Fund established pursuant to the terms of each Bond
Resolution. A trust indenture may be entered into between the BCRUA and a corporate trustee for
the purpose of securing the payment of the Bonds. The trust indenture or each Bond Resolution,
as appropriate, will establish procedures for the payment of System Costs out of one or more
construction funds, or subaccount within the Construction Fund. It is anticipated that the Bonds
16
will be issued pursuant to each Bond Resolution and that a paying agent/registrar agreement will
be executed between the BCRUA and the Trustee concerning the payment procedures with respect
to the Bonds.
Any funds contributed by a City for its share of System Costs shall be deposited into a separate
subaccount of the Construction Fund of the BCRUA:
(a) prior to the BCRUA pricing any series of Bonds for a City; or
(b) simultaneous with the delivery of the proceeds of any series of Bonds so long as
sufficient evidence is provided to the BCRUA and Cities prior to pricing of Bonds that their funds
will be available at the closing of the Bonds.
Section 4.3 Refunding of Bonds. The BCRUA reserves the right to issue refunding
bonds in accordance with the laws of the State and will provide notice to each applicable City,
respectively,of the redetermined Bond Payment in accordance with Section 9.3 of this Contract.
Section 4.4 Redemption of Bonds. The BCRUA, in its sole discretion or upon the
written request of a City(and provided that the affected series of Bonds for such City are subject
to redemption or prepayment prior to maturity at the option of the BCRUA,and provided that such
request is received in sufficient time prior to the date upon which such redemption or prepayment
is proposed), forthwith shall take or cause to be taken all action that may be necessary under the
applicable redemption provisions of the series of Bonds to redeem the Bonds or any part thereof,
to the full extent of funds that are either made available for such purpose by the applicable City or
already on deposit under the Bond Resolution and available for such purpose. The redemption of
any outstanding Bonds prior to maturity at any time shall not relieve the applicable City of its
absolute and unconditional obligation to pay each remaining Annual Payment with respect to any
outstanding Bonds, as specified in the Bond Resolution.
Section 4.5 Debt Service on Bonds and Other Bond Funding Requirements. It is
acknowledged and agreed that payments to be made under this Contract will be the primary source
available to the BCRUA to provide the money necessary for the BCRUA to meet its obligations
with respect to any series of Bonds and any Credit Agreements. Each City therefore agrees and
accepts sole responsibility to pay the Bond Payments related to the series of Bonds issued for the
respective City, as outlined in subsections (a)through (c)below, in full when due as provided in
this Contract. However, no City shall have any liability or responsibility for any Bond Payments
on a series of Bonds issued for another City. Bond Payments shall be due by the close of business
on the business day prior to each date on which any of the following payments or deposits shall be
due and shall be in an amount equal to all such payments and deposits due on such date:
(a) debt service on its related series of Bonds for each respective City for which such
series of Bonds were issued and related payments and deposits, as follows:
(i) principal of, redemption premium, if any, and interest on, its related series
of Bonds for each respective City, less interest to be paid out of Bond proceeds or
from other sources if permitted by any Bond Resolution, and the redemption price
of any Bonds to be redeemed prior to maturity when and as provided in any Bond
Resolution plus the fees,expenses,and,to the extent permitted by law,indemnities
of the Trustee, if any, for the Bonds, and those of the paying agent/registrar for
paying the principal of and interest on the Bonds and for authenticating,registering,
and transferring Bonds on the registration books;
17
(ii) deposits required to be made to any special,contingency,or reserve fund by
the provisions of any Bond Resolution; and
(iii) any deposit in addition thereto required to restore any deficiency in any of
such funds by the provisions of any Bond Resolution,
(b) amounts payable by the BCRUA under a Credit Agreement; and
(c) the fees, expenses, and indemnities(to the extent permitted by law)of the Trustee,
remarketing agent, rate setting agent, authentication agent, arbitrage rebate compliance firm, and
tender agent,if any, for the Bonds.
Section 4.6 Billing. The BCRUA will take all reasonable steps to ensure that the Cities
are billed and make payments to BCRUA sufficient to meet the debt service requirements on
outstanding Bonds,and each City shall maintain rates and charges for its City System sufficient to
pay the City's obligations secured by and made payable from the revenues derived from the
operation of its City System. To the extent Annual Payments are due(excluding Bond Payments),
the BCRUA will render a bill to each City not more than once each month, for the payments
required by this Contract. The BCRUA shall,until further notice,render such bills within the first
month of each Fiscal Year quarter and payment shall be due to the BCRUA on or before the 30th
day from the date of the bill. To the extent permitted by law; interest shall accrue on past due bills
at the rate of ten per cent(10%)per annum until paid in full.Notwithstanding the foregoing,Bond
Payments shall be paid in accordance with Section 4.5 of this Contract. The BCRUA may,
however, from time to time by sixty (60) days' written notice change the date by which it shall
render bills. Each City shall make all payments in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debts
and shall make payment to the BCRUA at its office in Williamson County,Texas,or at such other
place as the BCRUA may from time to time designate by sixty(60)days written notice.
Section 4.7 Delinquency in Payment. If any City fails to pay in full any bills when due
and payable, the BCRUA shall give written notice of such delinquency to the City and if all bills
due and unpaid, including interest thereon, are not paid in full within forty-five (45) days after
delivery of such notice,then the City agrees that the BCRUA shall be authorized,at its sole option,
to institute suit for collection thereof and to collect any amounts due and unpaid, together with
interest thereon and reasonable attorneys' fees, and the City further agrees that the BCRUA shall,
at its sole option,discontinue providing treated water to the City until all amounts due and unpaid
are paid in full with interest as herein specified. Any such discontinuation of service shall not,
however, relieve the City of its unconditional obligations to make the payments required by this
Contract. It is also hereby expressly acknowledged and agreed that any non-defaulting City shall
have no obligation to make any payments for the benefit of the defaulting City.
Section 4.8 BCRUA's Rights Assigned to Trustee. The Cities are advised and
recognize that as security for the payment of a series of Bonds, the BCRUA may, subsequent to
the issuance of the initial series of Bonds, assign to the Trustee, pursuant to one or more trust
indentures (or paying agent/registrar agreements) to be authorized by a Bond Resolution, the
BCRUA's rights under this Contract,including the right to receive the Annual Payments hereunder
(but not the right to receive payments, if any, under Section 12.13 hereof). Each City assents to
such assignment and will make the Annual Payments directly to the Trustee without defense or
set-off by reason of any dispute between one or both of the Cities and the BCRUA or the Trustee.
All rights against a City arising under this Contract or each Bond Resolution and assigned to the
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Trustee may be enforced by the Trustee,or the owners of the Bonds,to the extent provided in each
Bond Resolution, and the Trustee, or the owners of the Bonds, shall be entitled to bring any suit,
action, or proceeding against a City, to the extent provided in the Bond Resolution, for the
enforcement of this Contract, and it shall not be necessary in any such suit, action, or proceeding
to make the BCRUA or any other City a party thereto.
Section 4.9 Tax-Exempt Bonds. The Parties hereto understand and agree that the
BCRUA will use reasonable efforts to provide for, but will not be liable for a failure to produce,
the lowest overall debt service cost for any series of Bonds to be issued for the System. In
connection therewith, each City understands that the BCRUA intends to issue Bonds the interest
on which is excludable from the gross income of the owners thereof for federal income tax
purposes. The Parties hereto acknowledge their understanding that the federal income tax laws
impose certain restrictions on the use and investment of proceeds of such tax-exempt bonds and
on the use of the property financed therewith and the output produced therefrom. Accordingly,
each City agrees and covenants that if any series of Bonds are offered to investors with the
understanding that the interest will be exempt from federal income taxation,then the Parties,their
assigns and agents, will take such action to assure, and refrain from such action which will
adversely affect the treatment of such Bonds as obligations described in section 103 of the Code.
Should any party fail to comply with such covenant, the effect of which being that the Bonds no
longer qualify as obligations described in the Code, such defaulting party shall be liable for all
costs resulting from the loss of the tax-exempt status of the Bonds. The Parties hereby agree and
covenant to comply with all of the representations and covenants relating to such exemption which
are set out in any Bond Resolution. Each City and the BCRUA further agree and covenant that in
the event any series of Bonds issued are to be tax-exempt,they will modify such agreements,make
such filings, restrict the yield on investments, and take such other action necessary to fulfill the
applicable provisions of the Code. For these purposes, the Parties may rely on the respective
opinion of any firm of nationally-recognized bond attorneys selected by them. In the event that a
conflict arises in the opinions of the respective firms of each of the Parties,the Parties will identify
a different firm that is mutually acceptable to all Parties,in order to resolve the conflict of opinion.
Section 4.10 Payment to Rebate Fund. In the event that tax-exempt Bonds are issued as
provided in Section 4.9,the BCRUA hereby covenants and agrees to make the determinations and
to pay any deficiency into a rebate fund, at the times and as described in each Bond Resolution to
comply with the provisions of section 148(f)(2) of the Code. In any event, if the amount of cash
held in each rebate fund shall be insufficient to permit the BCRUA or the Trustee to make payment
to the United States of America of any amount due on any date under section 148(f)(2) of the
Code,each City forthwith shall pay the amount of such insufficiency for the series of Bonds issued
for that City on such date to the Trustee in immediately available funds for such purpose. The
obligations of each City under this Section 4.10 are direct obligations of the City,acting under the
authorization of, and on behalf of, the BCRUA and the BCRUA shall have no further obligation
or duty with respect to the rebate fund.
Section 4.11 City's Obligations. In the event any proceeds from issuance of a series of
Bonds are not used for the System for any reason, any Bond proceeds and earnings thereon for
such series not used for completion of the System shall be utilized to satisfy amounts due and
owing on such Bonds as described in the related Bond Resolution, and herein, so as to reduce the
Bond Payments which would otherwise be due hereunder, or be applied for the benefit of each
City as provided in the related Bond Resolution. Each City has covenanted absolutely and
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unconditionally,in accordance with all other terms of this Contract,to make the Annual Payments,
as provided herein, in consideration for such application of the money as well as the other
covenants and obligations of the BCRUA and others set forth or contemplated herein.
Section 4.12 Interest on Money. All legally available money respecting a series of Bonds
shall be invested in the manner set forth in each Bond Resolution. Any interest earnings on the
Bond proceeds may be used to pay principal of and interest on the related Bonds or for the payment
of any System Costs or other costs related to the System approved by the Cities,subject to Section
4.9.
Section 4.13 Sale and Offering Documents. At the request of the BCRUA,each City for
which a series of Bonds is being issued shall provide to the BCRUA current and historical
information concerning such City's System, the financial conditions results, and prospects of the
City, and such other information concerning such City as the BCRUA shall deem advisable for
inclusion in the Sale and Offering Documents,if any,for the Bonds to be issued for such City,and
shall certify to the BCRUA and the underwriters of any offering of Bonds to be made by means of
such Sale and Offering Documents when and if the City deems such Sale and Offering Documents
to be complete and final for purposes of the Rule. Each City represents and warrants that all
statements concerning it (including, without limitation, its financial condition, results, and
prospects, and any demographic and economic information concerning the area served by the
System) that are contained in any Sale and Offering Document approved by the City pursuant to
Section 4.1 hereof shall be true in all material respects and shall not omit to state any material fact
necessary to make the statements made in such Sale and Offering Document, in the light of the
circumstances in which they are made,not misleading.
Section 4.14 Right to Prepay. Each City shall have the right at any time to prepay all or
any portion of its Annual Payments. Subject to the provisions of Section 4.9' such prepaid Annual
Payments, including any interest accruing, shall be used and invested by BCRUA as directed by
the City which made such prepayment
(a)as a credit against future Annual Payment obligations of such City,
(b)to redeem Bonds issued for such City pursuant to the provisions of Section 4.4,or
(c)to provide for the defeasance of the Bonds pursuant to the provisions of the applicable
Bond Resolution.
Any such prepayment will not cause a termination of this Contract until all other amounts owed
or to be incurred by the BCRUA or any other person under the provisions of the applicable Bond
Resolution have been paid in full or waived by such person.
ARTICLE V
OPERATION OF THE SYSTEM
Section 5.1 Operation. The BCRUA shall operate the System in accordance with
accepted good business and engineering practices, Prudent Utility Practices, and in accordance
with requirements of federal and state law, including without limitation the Texas Water Code, as
amended,and as said laws may be amended in the future,and any rules and regulations issued and
to be issued by appropriate agencies in the administration of said laws.The Operations Committee,
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as established in the Bylaws, shall assist the BCRUA by providing advice and recommendations
on the operations of the System,as provided in said Bylaws.
Section 5.2 Payments for Operations and Maintenance Expenses. Each City shall pay
to the BCRUA its Annual Payments, including Operations and Maintenance Expenses related to
the operation of the System,as provided in Article IX. .However,controlling the costs paid by the
Cities to the BCRUA for Operation and Maintenance Expenses shall be of primary importance to
BCRUA. The BCRUA shall use diligent efforts so that Operation and Maintenance Expenses
incurred by the BCRUA and ultimately paid by the Cities are reasonable and justified.
Section 5.3 Operations Committee. Article IV of the Bylaws provides for the
establishment of an Operations Committee composed of two representatives from each City. As
stated in the Bylaws, the Operations Committee shall represent the individual and collective
interests of the Cities and shall consult with and advise the Board of Directors and the General
Manager with regard to the matters set forth in the Bylaws.
ARTICLE VI
CAPACITIES OF THE CITIES IN THE SYSTEM
Section 6.1 Capacities in System Components. Each City, respectively, shall have the
exclusive right to its capacity in each System component as described in Exhibits C. D, and E.
No capacity may be allocated to or used by anyone other than the City which has the exclusive
rights to said capacity, unless the affected City specifically agrees in writing to the allocation or
use.Under no circumstances shall a City exceed the Capacity of that City in a System Component.
If a City exceeds the Capacity of that City in a System Component, then the City and/or the
BCRUA must immediately take actions to reduce its take of water in accordance with this
Agreement. Notwithstanding the capacity rights shown in Exhibits C. D. and E, the reserved
capacities of the System Components constructed with Phase IA of the System which were
constructed to the ultimate capacity of 105.8 MGD as shown in Exhibit F shall also be reserved
for each City.
Section 6.2 Capacities in the Raw Water System. Each City, respectively, shall have
the exclusive right to take, and the BCRUA shall have the obligation to deliver raw water at the
Raw Water Delivery points in the amounts shown in Exhibit C. Cost allocations of Phase 2 for
each City are also shown in Exhibit C.
Section 6.3 Capacities in the Treatment System.Each City,respectively, shall have the
exclusive right to take, and the BCRUA shall have the obligation to deliver, treated water at the
Delivery Points in the amounts shown in Exhibit D. Capacity, design, and engineering cost
allocations for the Phase 2A construction are shown in a separate table in Exhibit D.
Section 6.4 Capacities in the Treated Water Distribution System. Each City,
respectively,shall have the exclusive right to the capacity in the various Treated Water Distribution
segments shown in Exhibit E.
Section 6.5 Transfer of Capacity. Any City may transfer any portion of its capacity in
one or more System 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
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and the other City, signed by the Cities making the transfer, specifying the amount of transferred
capacity and the affected System 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 capacity shall not change any Bond Payment,
other payment,or other obligations of the Cities pursuant to this Contract.
Section 6.6 Documentation of Transferred Capacity. In the event that capacity is
transferred, the BCRUA and the Cities shall cause a written amendment to be made to the
appropriate Exhibit(s) describing such transfer and setting forth the revised capacity of each City
in the System or component(s)thereof.
ARTICLE VII
DELIVERY POINT(S)
Section 7.1 Treated Water Delivery Point(s). Each City shall receive its treated water
at Delivery Point(s)designated for each City as shown in Exhibit B and as described in applicable
Plans and Specifications and Engineering Reports on file at the BCRUA treatment plant, or as
mutually agreed upon by all Cities. The approved Delivery Points as of the date of this Agreement
are as shown in Exhibit B.
Section 7.2 Raw Water Delivery Point(s). Upon completion of the Phase 2 Raw Water
Delivery Project, Cedar Park and Leander shall receive their raw water from the BCRUA at
Delivery Point(s)designated for each City shown in Exhibit B and as described in the Engineering
Reports,or as mutually agreed upon by the Cities.
Section 7.3 Rate and Quantity at Delivery Point(s). The rate and quantity of raw and
treated 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 capacity allowed in this Agreement. No City shall take delivery of
treated or raw water from the System from any one, or all of their Delivery Points combined, at
rates that exceed that City's total allocated capacities allowed in this Agreement.
ARTICLE VIII
METERING AND MEASUREMENT
Section 8.1 Unit of Measurement. The unit of measurement for water delivered
hereunder shall be 1,000 gallons of water,U. S. Standard Liquid Measure.
Section 8.2 Measuring Equipment at the Intake Point. In compliance with the
regulations and requirements of the LCRA,the BCRUA shall furnish,install,operate and maintain
for the intake point on Lake Travis the necessary meters, including electronic or other equipment
and devices of standard type for measuring properly the quantity of water taken from Lake Travis.
Each City also agrees, with the consent of the BCRUA, to enter into an interlocal agreement to
provide for, among other matters, the appropriate amount of water taken from Lake Travis to be
allocated to each City based upon certain formulas and taking into account the quantity of treated
water actually delivered to each City.
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Section 8.3 Measuring Equipment at Delivery Points. The BCRUA shall furnish,
install, operate and maintain at the Cities' expense for each Delivery Point the necessary meters,
including electronic or other equipment and devices of standard type for measuring properly the
quantity of treated water delivered under this Contract. Such meter or meters and other equipment
so installed shall remain the property of the BCRUA.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 electronically recorded and/or entered into a
journal or other record book of BCRUA and maintained 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 records,journal or record book,or
permit the City to have access to the same in the office of the BCRUA during reasonable business
hours.
Section 8.4 Controlling Rate of Flow. 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 maximum daily and maximum instantaneous capacity or
delivery rate, in any System, as provided for in this Agreement. 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. 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 without notification of
the General Manager and written consent from the other Cities..
Section 8.5 Calibration of Meters. The BCRUA shall test and calibrate its meters
periodically,but not less often than every three(3)years. Testing and calibration shall be done in
the presence of an Operations Committee representative of each City, unless the Operations
Committee representative of the city for which a meter is being tested and calibrated consents in
writing to allow the BCRUA to provide a written report of the results of the testing and calibration
of the meter by a certified meter testing company.
The BCRUA and the Operations Committee representative of each City shall have the option of
jointly observing any necessary adjustments which are made to the meters by a certified meter
testing company.If any check meter(s)hereinafter provided for have been installed,the same shall
also be checked, tested, calibrated, etc. by each City in the presence of a representative of the
BCRUA and an Operations Committee representative of the other Cities,who shall jointly observe
any necessary adjustment, unless the BCRUA consents in writing to allow the applicable City to
provide the BCRUA with a written report of the test results from a certified meter testing company.
The BCRUA shall give the Cities reasonable notice of the time when any such calibration is to be
made.In the event that an Operations Committee 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
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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 Parries 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.
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(%)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 Parries hereto upon the
basis of the best data available. For such purposes, 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.
Section 8.6 Check Meters. 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.
Section 8.7 Backflow Prevention. The BCRUA shall furnish, install, operate and
maintain at the Cities expense for each Delivery Point the necessary backflow prevention
devices approved by the Operations Committee.
ARTICLE IX
ANNUAL BUDGET,ANNUAL PAYMENTS.AND CITY COVENTANTS
Section 9.1 Annual Budget. No later than one hundred fifty (150) days prior to each
Fiscal Year, each City shall submit to the Operations Committee estimates of the quantity of Raw
Water and Treated Water flows each City estimates to take from the BCRUA for the upcoming
fiscal year. Such estimated flows shall be used to prepare the Annual Budget and billing of the
Annual Payments.Not less than ninety (90)days before commencement of each Fiscal Year,the
General Manager shall furnish to the Operations Committee and BCRUA Board of Directors a
detailed estimate of the Annual Payments to be incurred in the next ensuing Fiscal Year which it
deems properly includable in the Annual Budget. Not less than sixty (60)days prior to each Fiscal
Year,the Cities shall approve the Annual Budget for that Fiscal Year. The Cities shall use diligent
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efforts so that Operation and Maintenance Expenses and Capital Expenses incurred by, and
ultimately paid by,the Cities are reasonable and justified.
Section 9.2 Operations and Maintenance Expenses. The Operations and Maintenance
Expenses shall consist of the following three (3) categories of expenses: 1) Non-Operating
Expenses,2)Fixed Operating Expenses and 3)Variable Operating Expenses.
(a) Non-Operating Expenses are those expenses, or portion thereof, which have a
percentage allocation shown in column 1 of Exhibit G. Non-Operating Expenses for raw and
treated water shall be allocated to and included in each City's Annual Payment based upon the
Ultimate capacity percentages shown in Figures C and D, respectively. . Each City will be
responsible for its share of Non-Operating Expenses whether it takes delivery of treated water or
not.
(b) Fixed Operating Expenses are those expenses, or portion thereof, which have a
percentage allocation shown in column 2 of Exhibit G. Fixed Operating Expenses for both raw
and treated water shall be allocated to and included in each City's Annual Payment, based on the
actual amount of raw and treated water that is delivered to such City,as applicable,as a percentage
of the total amount of raw and treated water delivered to all cities, subject to the provisions of
Section 9.4 (b). A City shall be responsible for this category of expense only if that City takes
delivery of treated water.
(c) Variable Operating Expenses are those expenses which have a percentage
allocation shown in column 3 of Exhibit G.Variable Operating Expenses shall be allocated to and
included in each City's Annual Payment,based on the actual amount of raw and treated water that
is delivered to such City,as applicable,as a percentage of the total amount of raw and treated water
delivered to all Cities, subject to the provisions of Section 9.4(b). A City shall be responsible for
Variable Operating Expenses only if that City takes delivery of treated water.
As shown on Exhibit F, some expenses are included in more than one category. In those cases,
the expenses shall be allocated between the two categories in accordance with the percentages
shown in Exhibit F. Notwithstanding anything herein to the contrary, expenses for the General
Manager shall be allocated among the Cities in accordance with their respective capacity
reservations in the ultimate Treatment System, which are currently 47.26% to Leander, 38.56%
to Round Rock and 14.18%to Cedar Park.
Section 9. 3 Reserve Fund The Annual Budget shall contain a reserve operating
account,to be funded by the Cities, in which it shall maintain, at a minimum, funds equivalent to
three months'worth of estimated Operations and Maintenance Expenses. Billing for and payment
of each City's share of the reserve account funding shall be in accordance with the procedures
established for billing and payment of Annual Payments. All funds maintained in the reserve
account described herein, including any earned interest, shall be dedicated to and inure to the
benefit of the BCRUA System.
Section 9.4 Annual Payments by the Cities.
(a) Annual Payments, excluding Bond Payments. The periodic billing for payment of
all Annual Payments in the Annual Budget (excluding Bond Payments and Cities cash funded
payments) for each City shall be calculated using the annual flow projections provided by each
City prorated for the duration of the billing period, as a percentage of the total flow estimated for
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that year. Each City shall pay to the BCRUA its Annual Payments in the Annual Budget related
to the operation of the System as prescribed in this Article and Section 4.6 (Billing) of this
Agreement. However, controlling the costs paid by the Cities to the BCRUA for Operation and
Maintenance Expenses shall be of primary importance to BCRUA.The BCRUA shall use diligent
efforts so that Operation and Maintenance Expenses incurred by the BCRUA and ultimately paid
by the Cities are reasonable and justified.
(b) Annual Budget Reconciliation(True-Up). On October 1St each year, the BCRUA
Plant Superintendent will send the BCRUA Accountant a fiscal year-end report of the actual
treated water delivered to each city from the BCRUA water plant. The BCRUA Accountant will
re-calculate the flow allocation based on actual water delivered to each city and reallocate the fiscal
year's variable expenses and applicable fixed expenses for cities receiving water. The BCRUA
Accountant will prepare a true-up spreadsheet whereby the adjustments to each city's expense
distribution is derived.This MGD true-up will be settled internally with corresponding adjustments
to fund cash. Budget overpayments,will be refunded and any underpayment will be billed.
(c) Each City hereby agrees that it will make payment of its Bond Payment to the extent
BCRUA issues a series of Bonds for such City and its proportionate share of the Operation and
Maintenance Expenses to the BCRUA, or to the Trustee on behalf of the BCRUA, as provided in
each Bond Resolution in accordance with the procedures established in Section 4.6 hereof. If a
City at any time disputes the amount to be paid by it to the BCRUA, such City shall nevertheless
promptly make such payment or payments, but if it is subsequently determined by agreement or
court decision that such disputed payments made by the such City should have been less,or more,
the BCRUA shall promptly revise the charges for such City in such manner that a City will recover
its overpayment or the BCRUA will recover the amount due it. The BCRUA shall pursue all legal
remedies, including the remedies of mandamus and specific performance in addition to any other
legal or equitable remedies(other than termination)which may also be available to it,against any
City to enforce and protect the rights of the BCRUA and the owners of the Bonds, and the City
shall not be relieved of the liability to the BCRUA for the payment of all amounts which are due
by them hereunder. However, no City shall have any liability or responsibility for any Annual
Payment attributable to another City.
(d) Except to the extent otherwise provided by a Bond Resolution, all amounts due
under this Contract shall be paid and are due in Williamson County, Texas, which is the County
in which the principal administrative offices of the BCRUA are located.
(e) The BCRUA shall redetermine the estimate and schedule of Annual Payments due
in any Fiscal Year at any time during such Fiscal Year, as and to the extent deemed necessary or
advisable by the BCRUA to accurately forecast the amount and date of Annual Payments to be
made by each City,if(i)the BCRUA issues Bonds to complete the System or to refund any Bonds
or enters into,amends, or terminates a Credit Agreement, (ii)actual interest rates on any variable
interest rate Bonds differ from those projected by the BCRUA, or (iii) any other event occurs
which results in an increase or decrease in the Annual Payments required to be made by any City
in such Fiscal Year.
(f) If, during any Fiscal Year, the Annual Payment is redetermined in any manner as
provided or required in this Section,the BCRUA will promptly furnish the Cities with an updated
schedule of payments reflecting such redetermination.
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(g) Notwithstanding anything herein to the contrary, no failure of the BCRUA to
estimate,and no mistake by the BCRUA in any estimate of,the amount of or schedule for Annual
Payments due from the Cities in any Fiscal Year shall relieve any City from(or defer)its absolute
and unconditional obligation to make all Annual Payments in full when due.
Section 9.5 Source of Payment.
(a) Each City represents and covenants that all payments to be made by it under this
Contract shall constitute reasonable and necessary "operating expenses," as defined in Chapter
1502, as amended, Texas Government Code, of its City System, but only to the extent of the
Annual Payment, and the Cities shall not be obligated to make the payments under this Contract
from any source other than the gross revenues of its City System.Each City further represents that
its Governing Body has determined that the services to be provided by the System are absolutely
necessary and essential to provide the treated water to such City.
(b) Each City agrees throughout the term of this Contract to fix and collect such rates
and charges for services to be supplied by its City System as will produce gross revenues at all
times during the term of this Contract in an amount at least equal to (i) all of the expenses of
operation and maintenance of its City System, including specifically its Annual Payments under
this Contract and(ii) all other amounts as required by law and the provisions of the ordinances or
resolutions authorizing its Utility Bonds or other obligations now or hereafter outstanding payable,
in whole or in part, from the net revenues of the its City System, including the amounts required
to pay all principal of and interest on such City's Utility Bonds and other obligations.
(c) No ad valorem tax revenues of any City shall be pledged to the payment of any
amounts to be paid by the City to the BCRUA under this Contract,nor shall the BCRUA have the
right to demand payment of any amounts to be paid by the City under this Contract be paid from
funds raised or to be raised from ad valorem taxation from the City and the obligations under this
Contract shall never be construed to be a debt or pecuniary obligation of the City of such kind as
to require the City to levy and collect an ad valorem tax to discharge its obligations.
Section 9.6 Annual Budgeting by the Cities. Each City shall make provision in each of
its annual budgets and shall appropriate an amount sufficient, at a minimum, for the payment of
all amounts required to be paid by the City under this Contract.
Section 9.7 Revenue Sources Pledged. Each City hereby pledges the gross revenues of
its City System to the payment of its obligations under this Contract and recognizes that the
BCRUA will, and authorizes the BCRUA to,pledge the Bond Payments owing to it by each City
under this Contract to the payment of the applicable series of Bonds and Credit Agreements issued
for that particular City. The BCRUA agrees to make the payments for such series of Bonds and
Credit Agreements when and as required by each Bond Resolution, each Credit Agreement, and
this Contract,from and to the extent of proceeds of a series of Bonds not expended for the System
and Bond Payments made by each City.
Section 9.8 General Covenants by Cities. Each City further represents, covenants and
agrees that in accordance with and to the extent permitted by law,it will comply with the covenants
listed below.
(a) Performance. It will faithfully perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in each ordinance or resolution authorizing
the issuance of the series of Bonds issued for it by the BCRUA; and it will, at the time and in the
27
manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the
fund and accounts created by said ordinances, but only from and to the extent of the sources of
funds described in such ordinances.
(b) Legal Authority. It is a duly created and existing home rule city of the State and is
duly authorized under the laws of the State to enter into this Contract. By execution hereof, it
represents that all actions on its part for the execution and delivery of this Contract have been duly
and effectively taken; and that this Contract is a valid and enforceable special obligation of the
City in accordance with its terms.
(c) Acquisition and Construction, Operation and Maintenance. (i) It shall use its best
efforts in accordance with Prudent Utility Practice to acquire and construct,or cause to be acquired
and constructed, any capital improvements to its City System,which shall mean and include any
capital extensions,improvements,and betterments,in accordance with the plans and specifications
therefor,as modified from time to time with due diligence and in a sound and economical manner;
and (ii) it shall at all times use its best efforts to operate or cause to be operated its City System
properly and in an efficient manner,consistent with Prudent Utility Practice,and shall use its best
efforts to maintain,preserve,reconstruct and keep the same or cause the same to be so maintained,
preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in
good repair,working order and condition,and shall from time to time make, or use its best efforts
to cause to be made, all necessary and proper repairs, replacements, and renewals so that at all
times the operation of its City System may be properly and advantageously conducted.
(d) Title. It has or will obtain lawful title,whether such title is in fee or lesser interest,
to the lands,buildings,structures,and facilities constituting its City System;it will defend the title
to all the aforesaid lands,buildings,structures,and facilities,and every part thereof,for the benefit
of the BCRUA and the owners of each series of Bonds, against the claims and demands of all
persons whomsoever; and it is lawfully qualified to pledge the gross revenues of its City System
to the payment of the payments required by this Contract in the manner prescribed herein, and has
lawfully exercised such rights.
(e) Liens. It will from time to time and before the same become delinquent pay and
discharge all taxes, assessments, and governmental charges, if any, which shall be lawfully
imposed upon its City System; it will pay all lawful claims for rents, royalties, labor, materials,
and supplies which if unpaid might by law become a lien or charge thereon, the lien of which
would be prior to or interfere with the liens hereof,so that the priority of the lien granted hereunder
shall be fully preserved in the manner provided herein;and it will not create or suffer to be created
any mechanic's,laborer's,materialman's,or other lien or charge which might or could be prior to
the liens hereof, or do or suffer any matter or thing whereby the lien hereof might or could be
impaired;provided however,that no such tax,assessment,or charge,and that no such claims which
might be used as the basis of a mechanic's,laborer's,materialman's,or other lien or charge, shall
be required to be paid so long as the validity of the same shall be contested in good faith by the
Cities.
(f) Books, Records, and Accounts. It shall keep proper books, records, and accounts
separate and apart from all other records and accounts,in which complete and correct entries shall
be made of all transactions relating to its City System and each series of Bonds, and it shall cause
said books and accounts to be audited annually as of the close of each Fiscal Year.At the request
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of the BCRUA, the Cities shall allow the BCRUA to audit such books, records, and accounts at
any reasonable time and from time to time.
(g) Insurance.
(i) Except as otherwise permitted in clause (ii) below, it shall
cause to be insured such parts of its City System as would usually
be insured by governmental entities operating like properties, with
a responsible insurance company or companies, against risks,
accidents, or casualties against which and to the extent insurance is
usually carried by governmental entities operating like properties,
including, to the extent reasonably obtainable, fire and extended
coverage insurance, insurance against damage by floods, and use
and occupancy insurance. Public liability and property damage
insurance shall also be carried unless the City Attorney gives a
written opinion to the effect that the City is not liable for claims
which would be protected by such insurance.At any time,while any
contractor engaged in construction work shall be fully responsible
therefor, the Cities shall not be required to carry insurance on the
work being constructed if the contractor is required to carry
appropriate insurance. All such policies shall be open to the
inspection of the BCRUA at all reasonable times.
(ii) In lieu of obtaining policies for insurance as provided above,
the Cities may self-insure against risks, accidents, claims, or
casualties described in clause(i)above.
(iii) The annual audit hereinafter required shall contain a section
commenting on whether or not the City has complied with the
requirements of this Section with respect to the maintenance of
insurance, and listing the areas of insurance for which the City is
self-insuring, all policies carried, and whether or not all insurance
premiums upon the insurance policies to which reference is
hereinbefore made have been paid.
(h) Audits. After the close of each Fiscal Year while this Contract is in effect,an audit
will be made by each City of the books and accounts relating to its City System and the revenues
of its City System.As soon as practicable after the close of each such Fiscal Year, and when said
audit has been completed and made available to the Cities, a copy of such audit for the preceding
Fiscal Year shall be mailed to the BCRUA. Such annual audit reports shall be open to the
inspection of the BCRUA,its agents and representatives,the Trustee,and the owners of the Bonds
at all reasonable tunes at the BCRUA's office.
(i) Governmental Agencies. It will comply with all of the terms and conditions of any
and all franchises, permits, and authorizations applicable to or necessary with respect to a
respective City System, and which have been obtained from any governmental entity, and the
Cities have or will obtain and keep in full force and effect all franchises,permits, authorizations,
and other requirements applicable to or necessary with respect to the acquisition, construction,
equipment,operation, and maintenance of a respective City System.
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0) No Competition. To the extent it legally may, each City hereby covenants solely
with the owners of its series of Bonds issued by the BCRUA, if any, that such City will not grant
any franchise or permit for the acquisition, construction, or operation of any competing facilities
which might be used as a substitute for a City System,to the extent such competing facility would
impair the City System's ability to pay under this Contract, and, to the extent that it legally may,
each City will prohibit any such competing facilities.
(k) Rights of Inspection. The BCRUA,the Trustee,and the owners of 10%or more in
principal amount of the Bonds of any series shall have the right at all reasonable times to inspect
each City System and all records, accounts, and data of the respective City relating thereto, and
upon request, each City shall furnish to the BCRUA,the Trustee, and such owners of Bonds such
financial statements, reports, and other information relating to a respective City and a respective
City System as any such person may from time to time reasonably request.
(1) Sale, Lease, or Disposal of Property by the Cities. No part of a City System shall
be sold, leased,mortgaged,demolished,removed, or otherwise disposed of,except as follows:
(i) To the extent permitted by law, a City may sell or exchange
at any time and from time to time any property or facilities
constituting a part of its City System only if(a) it shall determine
such property or facilities are not useful in the operation of its City
System,(b)the proceeds of such sale are$250,000 or less,or it shall
have received a certificate executed by the City Manager stating, in
his/her opinion,that the fair market value of the property or facilities
exchanged is $250,000 or less, (c) if such proceeds or fair market
value exceeds $250,000 it shall have received a certificate executed
by the City Manager stating his/her opinion that the sale or exchange
of such property or facilities will not impair the ability of the Cities
to comply during the current or any future year with the provisions
of Section 9.4(b) of this Contract, or(d) the sale or exchange will
not adversely affect the excludability of interest on the Bonds from
the gross income of the owners thereof. The proceeds of any such
sale or exchange not used to acquire other property necessary or
desirable for the safe or efficient operation of its City System shall
forthwith, at the option of the City be used as provided in the
ordinances of the City authorizing its Utility Bonds.
(ii) To the extent permitted by law, a City may lease or make
contracts or grant licenses for the operation of, or make
arrangements for the use of,or grant easements or other rights with
respect to,any part of its City System,provided that any such lease,
contract, license, arrangement, easement or right (a) does not
impede the operation by such City of its City System and(b) does
not in any manner impair or adversely affect the rights or security of
the BCRUA under this Contract; and provided, further, that if the
depreciated cost of the property to be covered by any such lease,
contract, license, arrangement, easement, or other right is in excess
of $500,000, the affected City shall have received a certificate
executed by the City Manager that the action of the such City with
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respect thereto does not result in a breach of the conditions under
this subsection (ii). Any payments received by the affected City
under or in connection with any such lease, contract, license,
arrangement, easement or right in respect of one or more City
System or any part thereof shall constitute gross revenues of the
respective City System or Systems.
ARTICLE X
CONTINUING DISCLOSURE
Section 10.1 Annual Reports. Following the issuance of Bonds of any series by the
BCRUA for the benefit of the appropriate City, the offer or sale of which is not exempt from the
Rule and,until the City is no longer obligated,contingently or otherwise,to make Bond Payments
in respect of the Bonds of such series issued for such City, each City undertakes to and shall
provide annually to the MCRB, within six months after the end of each Fiscal Year, (i) financial
information and operating data of the general type included in the Sale and Offering Documents
for the Bonds of such series, as specified in its approval of such Sale and Offering Documents
pursuant to Section 4.1 hereof and(ii)audited general purpose financial statements of the City, if
then available.Any fmancial statements so to be provided shall be(i)prepared in accordance with
generally accepted accounting principles for governmental agencies or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is
completed within the period during which it must be provided. If the audit of such financial
statements is not complete within 12 months after any Fiscal Year, then the City shall file
unaudited financial statements within such 12 month period, and shall file audited financial
statements for the applicable Fiscal Year,when and if the audit report on such statements become
available.
If a City changes its Fiscal Year, the City will notify the Trustee, and file notice with the MSRB
of the change and of the date of the new Fiscal Year end prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant to this
Section.
Section 10.2 Event Notices.
(a) The following events with respect to any series of Bonds which each City must
agree to file notice with EMMA in a timely manner and not more than 10 business days after the
occurrence of the event.
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers,or their failure to perform;
(vi) Adverse tax opinions or events, the issuance by the Internal Revenue
Service of proposed or final determinations of taxability,Notices of Proposed Issue
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(IFS Form 5701-TEB, or other material events affecting the tax-exempt status of
the Bonds;
(vii) Modifications to rights of holders of the Bonds, if material;
(viii) Bond calls if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the Bonds;
if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency,receivership, or similar event of the City;
(xiii) The consummation of a merger, consolidation,or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business,the entry into a definitive agreement to undertake such
an action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material;
(xiv) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(xv) Incurrence of a Financial Obligation of the City,if material, or agreement
to covenants,events of default,remedies,priority rights, or other similar terms of
a Financial Obligation of the City, any of which affect security holders, if
material; and
(xvi) Default, event of acceleration,termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the City,any of
which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (xii) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City, and (b) the City intends the words used in the immediately preceding
paragraphs (xv) and (xvi) and the definition of Financial Obligation in this Section to have the
same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885,
dated August 20, 2018.
(b) Each City shall file notice with the MSRB, in a timely manner, of any failure by
the City to provide financial information or operating data in accordance with subsection(a) of
this Section by the time required by such subsection.
(c) Each City shall,promptly after obtaining actual knowledge of the occurrence of
any of the events enumerated in(a) above,notify the BCRUA of such event and provide all
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information in the format required to satisfy the requirements of the Rule. Further,each City
shall provide,in a timely manner,notice of any failure to provide audited financial statements,
financial information,and operating data in accordance with Section 10.1 hereof to each
NRMSIR and each SID.
Section 10.3 Limitations, Disclaimers, and Amendments.
(a) Each City shall be obligated to observe and perform the covenants specified in this
Contract in respect to its Bonds of any series for so long as,but only for so long as,the City remains
an "obligated person" with respect to the Bonds of such series within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with the Bond
Resolution that causes Bonds of such series no longer to be outstanding.
(b) The provisions of this Article are for the sole benefit of(and may be enforced by)
the owners and beneficial owners of the Bonds of such City, and nothing in this Article, express
or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to
any other person. Each City undertakes to provide only the financial information, operating data,
financial statements, and notices which they have expressly agreed to provide pursuant to this
Article and does not hereby undertake to provide any other information that may be relevant or
material to a complete presentation of the its financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Article or otherwise,except
as expressly provided herein. Each City makes no representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(c) UNDER NO CIRCUMSTANCES SHALL A CITY BE LIABLE TO THE
OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY A CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART,
OF ANY COVENANT SPECIFIED IN THIS ARTICLE,BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(d) No default by a City in observing or performing its obligations under this Article
shall comprise a breach of or default under this Contract for purposes of any other provision of
this Contract.
(e) Nothing in this Article is intended or shall act to disclaim,waive,or otherwise limit
the duties of the BCRUA or each City under federal and state securities laws.
(f) The provisions of this Article may be amended by the BCRUA and the Cities from
time to time to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity,nature, status, or type of operations of the BCRUA or
the appropriate Cities,but only if
(i) the provisions of this Article, as so amended, would have permitted an
underwriter to purchase or sell Bonds of the applicable series in the primary
offering of the Bonds of such series in compliance with the Rule, taking into
account any amendments or interpretations of the Rule since such offering as well
as such changed circumstances, and
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(ii) either
(1) the owners of a majority in aggregate principal amount (or any greater
amount required by any other provision of this Contract that authorizes such
an amendment) of the outstanding Bonds of each such series affected
consent to such amendment or
(2) an entity that is unaffiliated with the BCRUA or the appropriate Cities
(such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the owners and
beneficial owners of the Bonds of such series and is permitted by the terms
of the Article.
If the BCRUA and the Cities so amend the provisions of this Article in connection with the
financial or operating data which the Cities are required to disclose under Section 10.1 hereof,
the appropriate Cities shall provide a notice of such amendment to be filed in accordance with
Section 10.2(h) hereof, together with an explanation, in narrative form, of the reason for the
amendment and the impact of any change in the type of financial information or operating data
to be so provided. The BCRUA and the appropriate Cities may also amend or repeal the
provisions of this Article if the SEC amends or repeals the applicable provision of the Rule or a
court of final jurisdiction enters judgment that such provisions of the Rule are invalid,but only if
and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of each series of Bonds.
ARTICLE XI
COMPLIANCE WITH FEDERAL,STATE AND LOCAL LAWS
Section 11.1 Compliance with Federal, State and Local Laws. This Contract is subject
to all applicable federal and State laws and any applicable permits, ordinances, rules, orders, and
regulations of any local,state or federal government authority having or asserting jurisdiction.The
Contract is specifically subject to the rules of the TCEQ, and the BCRUA shall have the right to
terminate this Contract upon a City's non-compliance with the rules promulgated by the TCEQ,
but such termination shall only affect the non-complying City;provided however,such termination
shall not affect the non-complying City's obligation to pay Bond Payments in accordance with this
Contract.
Section 11.2 Recordke9ping and Reporting. The BCRUA shall maintain records on site
in accordance with applicable State laws.
(a) Records to be maintained by the BCRUA include:
(i) copies of notifications made to the TCEQ concerning water
systems;
(ii) as applicable,copies of contracts made with each water user;
(iii) records of volume of treated water delivered to each water
user per delivery; and
(iv) water quality analyses.
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(b) BCRUA shall report to the TCEQ as required by law. All costs of compliance with
the rules of the TCEQ shall be paid by the BCRUA,but such costs shall be considered an Operation
and Maintenance Expense.
ARTICLE XII
GENERAL PROVISIONS
Section 12.1 Participation by the Parties. The BCRUA and each City represents to the
others that it is empowered by law to participate in the acquisition, construction, and financing of
the System, and to execute this Contract and other agreements and documents as are or may
hereafter be required to accomplish the same;and that its participation in the System and execution
of this Contract have been duly authorized by action of its governing body at a meeting conducted
in accordance with the Texas Open Meetings Act, as amended, Chapter 551, Texas Government
Code. The BCRUA and each City agree to furnish to each other such documentation or evidence
of its authority to so participate and execute the contracts and other agreements as the other party
may reasonably request, and to take and perform such other and further actions and execute such
other agreements and documents as may be reasonably required to carry out the provisions of this
Contract.
Section 12.2 Insurance.
(a) The BCRUA agrees to carry public liability insurance on the System for purposes
and in amounts which ordinarily would be carried by a privately owned utility company owning
and operating such facilities, except that the BCRUA shall not be required to carry liability
insurance except to insure itself against risk of loss due to claims for which it can, in the opinion
of the BCRUA's legal counsel,be potentially liable considering relevant governmental immunities
of the Cities and the BCRUA. The BCRUA shall also carry property casualty insurance in the
amount of the replacement value of all improvements and personal property connected with the
System(less a deductible comparable to the deductible on the Cities' property insurance for Cities
property generally).
All premiums for such insurance shall constitute an expense of the System but may be paid out of
the proceeds of the Bonds to the extent that such proceeds are available. In the event the BCRUA
is required to pay a deductible with respect to a claim under any such policy, the amount of such
deductible shall constitute an expense and shall be paid by the Cities.
(b) The BCRUA shall require the contractor or contractors employed for construction
of the System to carry insurance coverage throughout the construction period in at least the
following amounts:
(i) Workers' Compensation: State law limits;
(ii) General Liability(including contractual liability)and Automobile Liability:
One million dollars($1,000,000.00)per person and per occurrence for bodily injury
and One million dollars ($1,000,000.00) for property damage;
(iii) Builder's Risk: full replacement value of improvements; and
(iv) Performance and Payment Bond: full value of contract;
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The Cities shall be furnished with a certified copy of such effective policy of insurance prior to
commencement of construction. Such insurance policies shall name the BCRUA and the Cities as
additional insureds, and the BCRUA shall be provided with a certificate of insurance showing the
required coverage and providing that the policies may not be canceled, changed, or not renewed
until the BCRUA has been given thirty(30)days prior written notice of such event.
(c) The insurance required by this section may be modified by written agreement of
the Cities and the BCRUA, in accordance with good business practice. Any questions about the
scope of coverage required hereunder shall be resolved by written agreement between the Cities
and the BCRUA. The Parties can agree to substitute an owner-controlled insurance program for
any of the above specified insurance requirements.
Section 12.3 Force Majeure. If by reason of Force Majeure any party hereto shall be
rendered unable wholly or in part to carry out its obligations under this Contract, other than the
obligation of each City to make the payments required under Sections 4.5 and 9.4 of this Contract,
which payments will continue irrespective of a Force Majeure event,then if such party shall give
notice and full particulars of such Force Majeure in writing to the other party within a reasonable
time after the occurrence of the event or cause relied on, the obligation of the party giving such
notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance
of the inability then claimed,but for no longer period,and any such party shall endeavor to remove
or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed
herein shall mean acts of God, war, strikes, fires, explosions or other causes that are beyond the
reasonable control of the party claiming such inability and that by exercise of due foresight such
party could not reasonably have been expected to avoid and which by exercise of all reasonable
due diligence such party is unable to overcome.
Section 12.4 Unconditional Obligation to Make Payment. Recognizing the fact that the
Cities urgently require the facilities and services of the System,and that such facilities and services
are essential and necessary for actual use and for standby purposes, and recognizing the fact that
the Bond Payments to be received from each City will be the primary source of funds available to
the BCRUA and the Trustee to pay the Bonds and other System Costs, and recognizing the fact
that purchasers of Bonds will rely on the obligation of the Cities to make Annual Payments with
respect to their series of Bonds in accordance with the provisions of this Contract,each City hereby
waives all rights of set-off, recoupment, counterclaim, suspension, deferment, reduction, and
amendment, with respect to making its Annual Payments against the BCRUA, the Trustee, and
any other direct or indirect recipients of Annual Payments, and each City agrees that it shall make
its appropriate Annual Payment even if no Bonds are issued for its benefit by the BCRUA and if
any Bonds are issued,each City shall be unconditionally obligated to pay its Annual Payments as
provided and determined by this Contract, regardless of whether or not the BCRUA actually
acquires the Land Interests and, constructs, or completes the System, or the portions thereof
designated for its use, or breaches any obligation on its part hereunder, and whether or not each
City actually uses the System, or the portions thereof designated for its use,whether due to Force
Majeure or any other reason whatsoever, regardless of any other provisions of this Contract, any
other contract or agreement between any of the Parties hereto.This covenant by each City shall be
for the benefit of and enforceable by the owners of the Bonds and/or by the BCRUA.
By entering into this Contract and performing its obligations under any Section of this Contract,
each City does not release any persons from or waive any claims against such persons that the
City may have resulting from actions by such persons contrary to that person's legal obligations.
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Section 12.5 Term of Contract. This Contract shall be effective from and after its date,
and this Contract shall continue in force and effect until the principal of and interest on all Bonds
shall have been paid or provision for the payment of all of the Bonds has been made in accordance
with the terms of each Bond Resolution and thereafter continue in force and effect during the entire
useful life of the System. When the principal of and interest on all Bonds shall have been paid or
provision for the payment of all of the Bonds has been made in accordance with the terms of the
Bond Resolution and all amounts owed to the BCRUA,the Trustee,or any other person hereunder
have been paid, all money held by the Trustee or the BCRUA pursuant to the terms of the Bond
Resolution shall be paid to the BCRUA. Upon the termination of this Contract, the BCRUA will
charge each City a per gallonage charge(or other published rate)for treated water delivered to the
Cities in accordance with the BCRUA's then existing rate schedule.
Section 12.6 Amendment and Modification. This Contract shall not be amended except
in writing of all Parties hereto. No change, amendment, or modification of this Contract shall be
made or be effective which will affect adversely the prompt payment when due of all money
required to be paid by each City under the terms of this Contract and no such change, amendment,
or modification shall be made or be effective which would cause a violation of any provisions of
any Bond Resolution.
Section 12.7 Addresses and Notice. Unless otherwise provided herein, any notice,
communication, request, reply, or advice (herein severally and collectively, for convenience,
called"Notice")herein provided or permitted to be given, made, or accepted by any party to the
other parties must be in writing and may be given or be served by depositing the same in the United
States mail postpaid and registered or certified and addressed to the party to be notified,with return
receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram
when appropriate,addressed to the party to be notified.Notice deposited in the mail in the manner
hereinabove described shall be conclusively deemed to be effective,unless otherwise stated herein,
from and after the expiration of three days after it is so deposited.Notice given in any other manner
shall be effective only if and when received by the party to be notified. For the purposes of notice,
the addresses of the Parties shall,until changed as hereinafter provided,be as follows:
If to the BCRUA:
President,Board of Directors
Brushy Creek Regional Utility Authority,Inc.
221 E. Main St.
Round Rock, Texas 78664
If to Cedar Park:
City Manager
450 Cypress Creek Rd.
Cedar Park,Texas 78613
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If to Leander:
City Manager
P.O. Box 319
Leander,Texas 78646-0319
If to Round Rock:
City Manager
221 E. Main St.
Round Rock,Texas 78664
The BCRUA and the Cities hereto shall have the right from time to time and at any time to change
their respective addresses and each shall have the right to specify as its address any other address
by at least fifteen(15)days' written notice to the other Parties.
Section 12.8 State or Federal Laws, Rules, Orders, or Regulations. This Contract is
subject to all applicable federal and State laws and any applicable permits, ordinances, rules,
orders, and regulations of any local, state, or federal governmental authority having or asserting
jurisdiction but nothing contained herein shall be construed as a waiver of any right to question or
contest any such law,ordinance,order,rule,or regulation in any forum having jurisdiction and the
Cities and the BCRUA represent that, to the best of their knowledge, no provisions of any
applicable federal or State law,including the City Charters of the Cities,nor any permit,ordinance,
rule, order, or regulation of either party will limit or restrict the ability of either party to carry out
their respective obligations under or contemplated by this Contract.
Section 12.9 Severability. The Parties hereto specifically agree that in case any one or
more of the sections, subsections,provisions, clauses, or words of this Contract or the application
of such sections,subsections,provisions,clauses,or words to any situation or circumstance should
be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or
constitutions of the State or the United States of America,or in contravention of any such laws or
constitutions, such invalidity, unconstitutionality, or contravention shall not affect any other
sections, subsections, provisions, clauses, or words of this Contract or the application of such
actions, subsections,provisions, clauses, or words to any other situation or circumstance, and it is
intended that this Contract shall be severable and shall be construed and applied as if any such
invalid or unconstitutional section, subsection, provision, clause, or word had not been included
herein, and the rights and obligations of the Parties hereto shall be construed and remain in force
accordingly.
Section 12.10 Remedies Upon Default. It is not intended hereby to specify (and this
Contract shall not be considered as specifying) an exclusive remedy for any default, but all such
other remedies(other than termination)existing at law or in equity may be availed of by any party
hereto and shall be cumulative. Recognizing that failure in the performance of the Cities'
obligations hereunder could not be adequately compensated in money damages alone, each City
agrees in the event of any default on its part that the BCRUA and the owners of the Bonds as third-
party beneficiaries shall have available to them the remedies of mandamus and specific
performance in addition to any other legal or equitable remedies (other than termination) which
may also be available to them. As long as an Insurer is not in default on the related Insurance
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Policy for a series of Bonds, the Insurer of a series of Bonds shall be deemed to be the Owner of
such Bonds insured by it for purposes of enforcing the provisions of this Contract, so long as no
event of default exists. Notwithstanding anything to the contrary contained in this Contract, any
right or remedy or any default hereunder, except the right of the BCRUA to receive the Annual
Payments and the provision of Section 4.9 hereof, which shall never be determined to be waived,
shall be deemed to be conclusively waived unless asserted by a proper proceeding at law or in
equity within two (2) years plus one (1) day after the occurrence of such default. No waiver or
waivers of any breach or default (or any breaches or defaults) by any party hereto or of the
performance by any other party of any duty or obligation hereunder shall be deemed a waiver
thereof in the future, nor shall any such waiver or waivers be deemed or construed to be a waiver
of subsequent breaches or defaults of any kind,character or description,under any circumstances.
Section 12.11 Venue. All amounts due under this Contract, including, but not limited to,
payments due under this Contract or damages for the breach of this Contract, shall be paid and be
due in Williamson County, Texas, which is the County in which the principal administrative
offices of the BCRUA are located. It is specifically agreed among the Parties to this Contract that
Williamson County, Texas, is the place of performance of this Contract; and in the event that any
legal proceeding is brought to enforce this Contract or any provision hereof, the same shall be
brought in Williamson County, Texas.
Section 12.12 Statutory Authority. In entering into this Contract and performing all duties
and obligations hereunder, the Cities and the BCRUA exercise their authority under and in
accordance with the State Constitution and laws including, but not limited to, the Act, Chapter
402, as amended, Texas Local Government Code; Chapter 1502, as amended, Texas Government
Code, each City's respective Home Rule Charter; Chapter 1371, as amended, Texas Government
Code and all other laws which may authorize this Contract,all of which provisions and laws,cited
or not cited herein, shall cumulatively provide the authority for this Contract.
Section 12.13 Indemnification. For so long as the bonds are outstanding and unpaid, and
also with respect to any claim that may arise out of the offer and sale of the bonds of any series or
the alleged misstatement or omission of a material fact in or from any sale and offering document
relating to any of the cities used in connection therewith,to the extent permitted by law, each city
agrees to indemnify,to the extent permitted by law, and save and hold harmless the BCRUA, and
the other cities, and their respective officers, directors, agents, financial advisors, attorneys, and
employees, and the underwriters of any such offering and their respective directors, officers,
employees, and agents, and all persons who control the same within the meaning of the federal
securities laws, from and against all claims that may arise as a result of any undertaking, act, or
omission, whether negligent or not, which is done or omitted to be done by the cities or any of
their officers, councilmen, agents, attorneys, and employees, relating to the system or providing
information for inclusion in the sale and offering documents. If any such claim is brought against
any such indemnified person, the cities shall pay all costs incurred by such person in defending
and(subject to applicable rules of attorney conduct)may control the defense of such claim.
Section 12.14 Contract for Benefit of the Cities. This Contract is made for the
exclusive benefit of the Cities(except with respect to Section 9.8(i)which is solely for the benefit
of the owners of the Bonds issued by the BCRUA for a particular City),the BCRUA,the Trustee,
the owners of the Bonds,the parties to any Credit Agreements,the underwriters of any offering of
and remarketing agent and tender agent,if any,for any Bonds,and their respective successors and
assigns herein permitted, and not for any third party or parties other than the BCRUA(including
39
its officers,directors,employees, agents,and attorneys),the Trustee,the owners of the Bonds,the
Cities, and the parties to any Credit Agreements, the underwriters of any offering of and
remarketing agent and tender agent, if any, for any Bonds, the other persons indemnified by
Section 12.13 hereof, and their respective successors and assigns herein permitted, any rights or
remedies under or by reason of this Contract.
Section 12.15 Succession and Assignment. This Contract is binding on and inures to the
benefit of the Parties hereto and their respective successors, representatives, and assigns. This
Contract may not be assigned by any party hereto without (i) complying with any provisions
relating to the right of the Parties to assign this Contract contained in the Bond Resolution and
(ii)prior written notice to and approval by the other Parties, which consent may be withheld
without cause. The provisions of this Section do not affect the assignment of the BCRUA's rights
under this Contract to a Trustee pursuant to Section 4.8.
Section 12.16 Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Contract for all purposes and are adopted as a part of the judgment and findings of the BCRUA
and the Cities.
Section 12.17 Independent Contractor. As among the Parties, the BCRUA shall be
solely responsible for the operation of the System to produce and treat raw water and to deliver
treated water to the Cities pursuant to this Contract(except to the extent the BCRUA and the Cities
enter into agreements for the Cities to operate parts of the System); and the BCRUA shall be an
independent contractor in the operation of the System.
Section 12.18 Financing Statement. Each City agrees at the request of the BCRUA to
execute a financing statement in a form satisfactory to the BCRUA and meeting the requirements
of the Texas Business and Commerce Code to perfect any security interest created hereby. The
Cities further agree to execute such continuation statements or other documents as may be
necessary to maintain any such security interest.
Section 12.19 Entire Agreement. This Contract constitutes the entire agreement among
the Parties with respect to the matters described herein.
Section 12.20 Aynlicable Law. This Contract shall be governed by and construed in
accordance with the laws of the State, and the obligations, rights, and remedies of the Parties
hereunder shall be determined in accordance with such laws without reference to the laws of any
other state or jurisdiction,except for applicable federal laws,rules, and regulations.
Section 12.21 Counterparts. This Contract 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 Contract to be duly executed as of the day and year first above
written.
40
BRUSHY CREEK REGIONAL UTILITY AUTHORITY,INC.
By: k1 1 ---
Na'Cole Thompson resident
Attest:
By:
ene Flores, Se eta
CITY OF CEDAR PARK,TEXAS
By: - ---
Jim nim n-Morin, Mayor
Attest:
By:
LeAnn Quinn, City Secretary
CITY OF LEANDER,TEXAS
Christine D .isle, Mayor
Attest:
By: I
Dara Crabtree,City Secretary
CITY OF RO D ROCK,TEX�S
By:
Craig Mor an,May
Attest:
By: ---L b ---—
ty Clerk
EXHIBIT A — SYSTEM to
FTM 9
sega =--- v
r (
TM �'
Seg 2C p0
BCRUA
Regional WTPTM O
Jo
Seg 1 N`j�SjONEOL
lY TM jQ
TM Seg 2B 11
Seg 2A
FM 1431
2
W
CC
J
Leander WTP
w�P �s�osoti o
77
Phase 2 Raw Water j
Pump Station \�
Legend
•� w��\ ,\ �Raw Water Intake Line
• 110 Raw Water Pump Station
Cedar Park WTP Raw Water Transmission Line
7 Treatment Plant
Treated Water DistnbUUon Line
Phase 2 @ Iker Partners
Deep Water ,I
Intake 7ZBRUSITCR®(
1
Swro•svi
E .HERE,Garmm,Inlermap,incrementP Coro..vEBCO.USGS.FRO,NP'.NR xo
3-9.,IGN,Kao �� Y
METI.Eu:Choi(Hong Kon I icl Ope S!—Mxp—tutors.and'the GIS Usr Cam—Ty
EXHIBIT B - DELIVERY POINTS _ N
City of Round Rock
\ New Hope Delivery Pt. v
N
City of Leander Ln
Bagdad Delivery Pt. pp
i
FR,gnBCRUA City of Leander
loal WTP OR
Travisso Delivery Pt. Oprc � ��
N�Y�N FNd p3
t�ES�ON� O I Ronald City f L Dee der
liver Pt.
�N g Y
\7C of Cedar Park
FAq fq3j \ ad Delivery Pt.
O �
W I
co
Leander Golf Course
19 Raw Water Delivery Pt.
9
Leander WTP \\�
Raw Water Devhery
n� n
O,�, O
Phase 2 Raw Water
Pump Station \
Legend
Fw-'` Raw Water Intake Line
\J \
J/ Cedar Park WTP \ • Raw Water Pump;tauc�
Raw Water Delivery Raw Water Transrii s m Line
Treatment Plant
Treated Water Distrltw4on Line
DhP 1Nater ___-----� @Walker Partners
Intake
` Swmes.E,,.HERE,Ga—.n,^tennao.'tir.—W Caro,3EECO:USGS,FAO.NPS,NR N 3-B.Ie.I3N.KadrLIM
BRUSHY CREEK
METI.Es,Ch ea IH.- K-9: ic1 OPe^SfieetMap canvouttirs.and the GIS USN Canmun
Exhibit C
Raw Water Delivery System Max Daily Capacities&Delivery Rates 1,2,3
Total Raw Cedar Park(MGD) Leander(MGD) Round Rock
Water
System
System Phase Capacity and Cedar Park BCRUA WTP Total Leander WTP BCRUA WTP Total BCRUA WTP Total
Delivery WTP(MGD) (MGD) (MGD) (MGD) (MGD) (MGD) (MGD) (MGD)
Rates(MGD)
Phase SC 32.50 0.00 8.67 8.67 0.00 15.16 15.16 8.67 8.67
Phase SD 41.90 0.00 11.17 11.17 0.00 19.56 19.56 11.17 11.17
Phase 2 103.10 26.90 11.17 38.07 12.00 31.26 43.26 21.77 21.77
Ultimate 144.70 26.90 15.00 41.90 12.00 50.00 62.00 40.80 40.80
Note 1-Max delivery rates for each City to the BCRUA plant prior to completion of Phase 2 shall be as shorn in
this Exhibit C unless the raw rater capacity delivered prior to completion of Phase 2,through the Phase 1A,
Contract 2 Raw Nater Pipeline is less than 41.9 MGD as determined by the Consulting Engineer through
engineering studies and construction repairs.
Note 2-Max delivery rates shown for Total Raw System and Leander and Round Rock deliveries to the BCRUA
NTP in Phase 2 assume a larger pump is added to the Phase 2 construction contract.which is curently sized for a
Total delivery of 87 MGD instead of 103.1. Capacities shown for Leander and Round Rock delivereies to the
BCRUA WTP match the capacity of the Phase 2A treatment plant expansion for these 2 cities.
Note 3-Max delivery rates for each City involved in Expansions to the BCRUA WTP beyond completion of Phase 2
and before the Ultimate phase is completed will require an amendment to this Exhibit per this Agreement.
Phase 2 Ultimate Ca a itV&Cost
Capacity
Percent%
MGD
Cedar Park 41.9 28.96
Leander 62.0 42.85
Round Rock 40.8 28.19
Total 144.7 1 100.00
Exhibit D
1
Treatment System Max Daily Capacities&Instantaneous Delivery Rates
Phase 1C Phase 1D Phase 2A Ultimate
City Max Daily Max Instant Max Daily Max Instant Max Daily Max Instant Max Daily Max Instant
Percent Percent Percent
Capacity Delivery Rate Capacity Delivery Rate Percent% Capacity Delivery Rate Capacity Delivery Rate
(MGD) (GPM) % (MGD) (GPM) (MGD) (GPM) 16 (MGD) (GPM) %
Cedar Park 8.67 6,021 26.67 11.17 7,757 26.67 11.17 7,757 17.40 15 10,417 14.18
Leander 15.16 10,528 46.67 19.56 13,583 46.67 31.26 21,708 48.69 50 34,722 47.26
Round Rock 8.67 6,021 26.67 11.17 7,757 26.67 21.77 15,118 33.91 40.8 28,333 38.56
Total 32.50 22,570 100.00 41.90 29,097 100.00 64.20 44,583 100.00 105.80 73,472 100.00
Notes. 1)Max daily capacity and max instantaneous delivery rates in the treatment system are cumulative after completion of each Phase.
Phase 2A Capacity&Cost Allocation
Capacity
Percent%
(MGD)
Cedar Park 0.0 0.00
Leander 11.7 52.40
Round Rock 10.6 47.60
Total 22.3 100.00
Exhibit E
Treated Water Distribution System Capacity Allocation
Constructed Cedar Park Leander Round Rock
Transmission Line System
Segment Capacity Percent Percent Percent
(MGD) (%) (%) M
Segment 1 105.80 14.18 47.26 38.56
Segment 2A 105.80 14.18 47.26 38.56
Segment 2B 78.80 0.00 48.22 51.78
Segment 1C 78.80 0.00 48.22 51.78
Segment 3 40.80 0.00 0.00 100.00
Exhibit F
BCRUA Regional Water ProRd
Capacity and Cost Allocation,Phase 1A
Amended October 20.2010
CED-R PLMIK LEAMM ROUPOROCK
CONSTRUCTED EST IA;T® CEI].R PARK LEAKIER RD
U4DROCK
DE SCRPT ION :=P:.CT I1.t0) COST RE SEWED COST RESERVED COSI RESERlED 00 ST
C:.PA CITY TYf P/.# CADACRY(Y.( CAPACITY PAI
BCRUA PROJECT(Operatlorul April 1.2012)
lOA'ntNG INTAKE 61RGE
�.§,Mwv Inge M 267 709 1418 5 40.797 4710 S 135.971 3856 $ 110
r-Z-w-q/M Bddrq. - 458.610 - 66.031 4728 S 216.739 38.56 S 178
3AO7.500 !096.560 4531 S 1,725.178 25.89 S
:a-cri:,n Cvlsgocy 837.480 2, 241,194 4531 S 379A62 2589 S
7bM Oan,ttx'tae(f AMA O»srvaan aw CwrgW cy S 41144.960 25.8 1.337.754 4531 S 2,104 A41 25.69 S
30.0wbw Ptaw Stever S 128414 266 36.983 4571 S 58.164 25.89 S
ftOA711G BRAKE BARGE SUB-TOTAL $ S.519,713 S 1 AMM! 6 2,111.526 S 1 523 612
Cat A60osb6n P4c wftg" 2612% *.S?%l 21:0
FtAVVMTVt LIM-FROM BARGE.UP TRAILS ENO ROAD TO REGK)114 L V%TER TREAT%C PT PLAM
:4r61r1ay D".--v 570.089 8DA39 4728 S 269AI4 3856 S
rres C+9nw"'9 itr.�am,� - 2.784.016 - 394.773 4728 S 1,315.726 3556 S i
i�.+vlrtval. 411000 - 58.563 47.M S 195.184 38.56 S 15412,
:nnar.-Cmii=: 19.371.138 1416 S 2.746627 4726 S 9.tS4A0D 3656 S
3-r-i- Ctin*=2 5.511.774 2667 t 469.990 4667 S 2.572245 2567 S -
:a.rlgscy - S 3449.300 1418 51IA71 4726 S 1.7241159 3656 S
TcWCosatw4m(1"hdtiC4.;%rw.-dC-4.9c-y) S 28-532.212 14.18 - 4.734288 4726 S 13.431.604 3856 S
S 1.481.798 14.18 210.119 4726 S 700290 ]B 56 S .
cncam ph.-Se - S 802.846 it lr - 113644 4726 S 37SA251 3656 1 5
R4.WIAATER LINE SUS-TOTAL 3 31.583.161 S 5.512.426 6 K,311,M1 S 12 650 I25
Cost Aambon P4t:61t4gH M17% 4717% 34 C71
KgN1AL NATERTREATMENT PLANT
,vrP L-d .w,, S 3224.022 1418 S 471.346 4726 S - 3836 S
DvbmsvEo- S 701112 1418 S 99.701 4716 3 3838 S
rna Encu v,0 S 3A57.493 ta18 S 490.273 4716 S 3856 S 333200
S.zvo1sluiCn m S 881,303 14.18 S 32:.2 4726 S 38.56 S 224.186
:,onstuclm Phsw Ssvcm $ 1,186.500 1418 S 4716 5 55 38 56 $ 409225
10 R4r tNM lip
.'Sl' a.,Vas uns.I%dapn v+Aas ad I►1aw+ - 1.061.911 _ S - '15 4726 S 511.711 ]6 56 S 417.1
:ans
20 T10401NOM Struck"
201 Sd'R..use 2r«.V.m Pi„ 43 t 97 26 % 57 T 4667 1 '67 7 5:
S7' Wye vev47ab ad d dva►as a.:
2.02 t .e.PaVdM.IC 22 S 222.]66 2667 S 59298 4667 S 103.771 � � 59.25
203 Ctar"d FtKvJ.Vxs 1A IC tru 4A 4C 02 at)-d rbM01Md Waa 22 S 1.309.128 2667 S 349.101 4667 S 610.925 0667 i 349.101
Ha arx{z, m fns 1 and 2 wn Suds
204 Cdacsm Ev+a*v9 ad Ban OJe Chtnd.Salad Was 22 $ 3.029635 2867 5 807956 4667 S 1,413.923 2167 S 807.956
Chrm wn Va-and Gym
Vad t C ad IT Skd=ACM %3.515 2867 ?56271 116117 S 2769nU67 S 1 1
..,. "la Hs rrd - S 8331170 67 - 222.712 4867 S 389446 21167 S 222.312
rias t d Mded.a+a.nada rugtz.aRase.slan rtmr%.
207'yod br curd raAcs.VVry aid noWbneaa vavm?sd 128 2.045.765 2667 S 545.537 4667 S 954.690 21567 545,537
fits%58 ucve.110i WOO and Ord fb.gm vh'
„1; ria 5!urlsdanz nada,M qu oR.xslt.mir,fav:a J
�+,cmtor41m aadm:cetra-.a.m' 27].686 2661 62.324 4667 S 109.061 2667 62.324
wW1 Wyv Vov,Lluttr ad yc of w..vtrls va<.
216.706 14 i 30.729 4728 S 102415 3856 81562
2!38".vaaEixxuc•1.wleaa a,dva.r.t 1056 276.542 39214 4725S 1301194 16.56 106.6]5
" 2A•Sa B-, "J;', 5 110 779 16,708 47 3856 S 4 It
Exhibit F
BCRUA Regional Water Project
Capacity and Cost Allocation.Phase 1A
Amended October 20,2010
Cf D+R P�W LEAIMR ROU ID ROCK
00CITYC1lD ESTICTED CE 040 P:RK LE-1DER h7U10ROCK
OE 9CRPTION GPACRY(ti6D) COST RESERVED COST Rl181ED COST RESERVED COST
C:.P:.CITY fl.) CAPACRY(N PcCtTY(v4
•h:-n-Waio,14.61 uc-a,.• - _. _-,2nrn and 1.
1066 5 "32aw: $ 896.870 1726 $ 2:329,144 3556 1 2,438,878
30 Cre focal PM6 ftcom
101 C�draadArm ^356 1 77,625 1416 $ 11,007 .726 $ '•6.686 7856 1 29,953
302 2AkvriUn%mqPLvwiw.2Akar r.,.-- ..nese v ..y 22 S t 649 1 5'- $ 45,066 4667 1 78.866 2667 $ 45�013&
147 2 iLowk k6ft"Palm.1 No-do Step Tarty.Vahaard t3 1: 97,0 Q S 25,875 4667 S 45.282 2667 $ 25.875
a t ON.Scow vauesu'946 7 2667
305 B k C orcy Soto xi:r C acs:.v8.Sr sac O fi 3 13((1 E5 S 18.460 :7 $ E•1.525 36 56 $ 5(k 1'.q
40 Divn1►0on MIT
105 . 4 1.47Q 949 $116 S 208.566 3 6`35.123 36 56 S 567,159
402 3 Sodksn tyP=Jhk*:umuq Pum%.2 S.Ji-lLvomen>a 22 $ 304,033 26 6; $ 81.076
3 141,883 2667 $ 81,076
..�0.,45,.>„-,�1.P,xfbae enc/ dory tarsrvra 1066 $. 51,456 1416 $ 8.714 ::26 S 29.043 30`.� $ 21697
48.2LAS V--,jP--,trz.2 LASSionpa TaAa.Cart-d Va►esard 22 $ 153,456 2667 $ 42,263 4667 $ 73,960 26.67 S 42.263
4115 ►u O•<.•,..r •.-,day c.sten uAra 1058 $ 61.451 14!6 $ 8,714 :726 $ 29.043 7656 S 28.697
4.06 2 r --v,•u.,.:.m uctsrq :1 rar'd U,. 43 $ 138.888 2867 S 37,304 4667 1 65.281 g 87 37.304
f 8 owftcbw Baton
Sot :.o-:•-.w- Eia•� .b•Para:.y�veP.'*vtocsc •,.csand .3 $ 692973 S 184.793 4667 $ 323.387 2667 j [84.79(3
t1nEr arra
2\/G Ccv Sv Ta,•x V yrs• =::*- 7816
601 76'hsQ4aaPvngmdVS- 43 $ 186.787 S 49.810 416.1 S 87.1 GT 2667 j 49,S1U
arks w: '.:1: 43 1 1 Z.Wkk ab c: b d,.. b jc 6: 67 4 66U&
70 Swifter"Italian
r ard9om edlwYtonVaws 1068 S 2.4 1 3 $ 350,974 :726 1 1,169.748 74se 354.411
702 r,uctnr n1naL4bs. stage sq, aa� 43 $. 1,613971 2667
_ f 430.392 4667 1 753,187 2667 j 43Q392
7o3 2 Pb•c,v.m R,n &uans.Can.D,sawgc Poo.and 43 1 1811787S 49.810 :667 1 87,167 2667 $ 49810
Va%e: t
7ry,2 s. r: .ws.gnv:auuos ora. 98. and 1056 $ 831.244 $ 117.870 :721+ $ 392.846 3656 $ 3211528
60 1,uago Ceasterng Fba
x,t�r•4 r r:, ,,s,q S 1,21 X330 $ 172.334 $ 574.365 # 468.631
e f t&ftriw P,8.,2 edtP,-raw Pv .2Pttr v rand $ 78Q302 $ 110.647 S 368,771 $: 3011384
)0 S'u a1ML'f faratNa
t dqa w1n rr •rq`:a.< $ 449LW 1 119.589 $ 3)9.805 $ 11`.k"003
902 SkAg.PurvillwnWaiWal I ZI 4.ZtIU .S101.269 o-b c
503 2%Aw orm wT,`14%..4.1 4 73583 -$ 19.622 S 34,339 - -i 19.6E
10 C. ✓tial rw stat Rsco a R U8.
.,n '.4r�:;�cat wt,SWW 'o-v 222 275 315,544 1 051%55 ':5e.,0E3:'
1C,iB R-,-Punv Sino,No Wer 1 178.701 f 25.340 1 34.454 Ur
t 0 M 7 Pcio.Purfw w r,V,9-and age Pwry - 1 121,290 1 32.344 - 1 56.602 1 :Q 344
I10 Y
1101 Usx,cd Bu !056 4 542573 1L 76,937 S T- 1 209,216
414,813 1 110.617 - S 193,90 - S I 1 Q 617
.r
12 0 Yard F4ping
&.'rr.._.,..:x -v..:Va►esadOnrrea 058 S 1.024.500 I'll IE $ 145.274 :726 3 484.179 36`_•.
2:2:z r,...;...r:,^.,.r ..,.< r edwar.uaw va,a 1058 $ 1.921.240 a 1a $ 272.432 :725 $ 907.978 36.56 1 74Q31)
120336'.wseac.-. PP.y wsn V'e.m,and chvnesl r,pcsv, 1058 $ 625859 11111 1 88.747 S 295.781 7866 $ 241.331
Vaal
t2.a 30'8xx.er1+1ws Pvn wit,Vd.� 1058 $ 253093 $ 35.889 S 119.612 3656 $. 97,593
t 7 ft3vs l4lnttto 9ww,vsm 358 $ 308,078 1 43.685 $ 145,598 3866 I S 11 a 796
120620 .w1,-xs P -yfv ApN thV.*-.old 3c:etkxr 35b $ 306,460 S 43.456 S 144.833 7456 S 11$171
1207 t T 5l dp tae. an a and PotlAe Watarins vise:Vaiv- 056 $ 884.612 S 125,43 .0671 3456 1 $ 341.106
a•tr7o.-
Exhibit F
BCRUA Regional Water Project
Capacity and Cost Allocation.Phase to
Amended: October 20,2010
CEDAR PAW IPAIa7ER ROUIOROCX
OOMt7ttSICTED ES COST
CEOARPARK lE NCER ROUIDRO K
COO
DESCRIPTIONDESCRIPTION �LQTr�) CREfERVEO COST RESERVED COST RESERVED COfT
CAPA OTT'1)933 C:.PACITY(Y4 CAPA QTY(Y4
l20611.' base S 253.09 I4.16 S 3566y 4726 S '15612 78.56 S
:>t 1418 S 43A85 4726 S 145.598 38.56
,2�T:'.im•.,.-sv Kcc.c:c'c r.s,v:.;.,.r:.ru Zoe,c r'.k.v lost S 30GA80 1418 S 43056 4726 S 144.833 16.56 S Ile.17.
V.A wt,1 C ytr.vr sd 4's.v.
!207179 lra. 884812 !d 18 125.478 4725 3 418067 7856 S 741.1'i
1208 6- rc W w Lre. uv Ow.Va,m 1061 S 190.830 '4 16 27,060 4725 S 90.185 70.56 S 73.56=
!2>;AW"uf Pwy adA4pu.Imoc- last S 740es0 105.028 4726 S 360.0$ 38.56 S 2q.6
130 wt •arU
.,.aa-.c -tS= aAtl c:L,A:J.r,i,c>.cc 1 S 151209 - 21.441 4728 S 71.461 3656 S
2 S.,:nvzvc�4r,s.race kbn.Pvm,V za,d Ibt:.sv, 43 S 484.3S3 129 161 4667 S 226 031 2661 -
140 OV:t S1
<-x.uor.S4 ro,x Toe P•aona,i,cz:rq aa1 Tx-_� 'O:i 68318 o �u :ti S ..,. .w oo S 41.37&565
':02',Na.0, Pwd 1068 S "4.732 63.063 4726 S 210.180 38 56 S a03 0 . 7 MAC.wt.10 Bac C-m Pac•rel !OS 8 S 1. 9 715 4726 S 861,103
38 56 S'404 9 tedChm L-rocc.8'.^.acexcrc�ca ,d m S 462 .' !d.i8 65.585 4728 s 218.587 38.56 S-05 La,d-.w:a,q sd F-uao,rt,J,�sd r,i4a:
- S h>..-. 14.18 55.1 1 4726 5 183. 1 56!a Yr>:'r a -., 105.6 S 3569982 14.16 508223 4726 5 1 687 173 38.56 S TayC,.,-.:,:,.
S 47.929.935 8)829458 S 22.555074 3
Cco ,uO wnPac4 4-Corr uc n OM W42% 4
S 47.929.935 S 6,829.858 S 22.5S5.074 S 16.544026
,"... S -48T4 461 81A S Z289.233 S t
08V lln..r S 523975 101. 246.574 S 180.872
REQCNAL IMP SUBTOTAL f C2-$70 053 S 11.166 735 f 23.490.741 i 21124.423
Cost AAOC4 nPac 4 1.36'/. 470914 3
RA NSM S S+ON W.TER UIE S
S4glit rt 1
--�v r-"---j 1058 S 211215 141 B s :ti 950 4726 S 99.820 3&56 S 81.44,
r--Enw-,.y 1058 $ 1.173.931 1418 S 166.463 4725 S 554 AM 3856 S 452.66:
iya,vez 1058 S 250.000 35ASO 4726 S 118.150 3056 $ 96.43G
C-swbm 1054 S 8134.941 1.159.535 4725 S 3.844.573 3&56 S 3.136.833
Co+ ax-v 1058 S 1.633256 231.595 47A S ' . } 3a 56 S 6241787
TOM'Lbn,S>1CW -WAM3Canf I=R S 9.768.195 +.386.130 126 S 3856 S 3.76.4616
Co,iuctm P>tEc$cm<c 1058 S 359.316 50 4725 S 3856 S
3EGMNT 1 SU&TOTAL 4 11.MAW S1 CC7)45 3 5 55)032 4 453501
Cert AJOpt*nP*lc 14 16'/. 47X•/. 38%,A
SEGM 111'2A
71au:v4Wwale1Lne Segraerl:2AconxrLcenacar4Dwt corrtzae Isaasao6raroo'S}rex�:raysor+pco co6ofrlpavr»a L1,roxtara:, 706 aaoanreaataAps2oaa
rmrq 1058 S 55.971 390 1 2 ' 46.34 3 25.937 49.76 S 27.85'
raswrw4y 1064 S 1418 4726 S 30.56 S
Co w,,L m 1058 S 858.980 •41 121403 4726 3 405.954 3056 3 331.221
Cml,cbm Cado Pok Addtalit Caream P.yrrrs S 38A90 30490
:me,xkin Leda Add , Vdw PT-.e[ S 22207 3 22207
KG6EW 2A tbt3-TOTLI S 576.448 f 192979 t 464ASS S 35)074
C%tA@*=WnP*C 1C C'6 4833% X W
SEGSENT 28
ra,s�'330,YVa1!•LI't SepM.�:2t Co'lT:^.'GM aca'.+yMIO CON&Wae*W BaMon fWM&31Ag11ft"A1!lQar VCc'+:':Sonotapa9ir MV IL-**JXt017•C'1:YJO aro a:/e'Gt0 A7":YJ7
-,1-•-r,�ti�ad4t�.wvrv,ttcuocaa,A<tn.wtsm 788 S 154.029 0 S 0912 S 363.593 51 7o Sii:.-.
781 3 0 $ 4R 22 s 51.78 s
�.,:...-.. 781 3 &678.440 0 3 4822 S 4.184.7" 51.78 S
SEGNENT 28 SLB TOTAL 4 9.102ASS 1 4 684.132
• •.- reoeloes
Exhibit F
BCRUA Regional Water Probed
Capacity and Cost Allocation, Phase 1A
Amended October 20.2010
CEDAR PARK LE:.lCE R FIDU1O ROCK
C OftSTRJCTED ESTekT® CED:R D:.RK LEANDER RDUfIDROCX
DESCRIPTIONAPACTTyIMOD) COST RESER/ED COST RESERVED COST RESERVED COST
CAPA CITY N C ADAC:Ty IY� CAPA CRY N
Cat AsOcatgn W c 0 OQ'. 432rl. 51 7a'
SEG6IEW 2C
Nto,rmXvG rxv-a 768 5 t91.919 14.18 S -1726 S 90.701 1856 74004
11.9 Erg-rp 788 S 627.561 O 3 4822 3 302.610 51711 S 324,961
Caaervnt(6444 m 25%4 raw Smda Vdee a 50.Pi- unci> 788 3 330.000 0 S 4822 3 159.126 51.78 S 1711874
coneluc0ontet34ule 788 S %ONA00 0 S 4822 3 1276.980 5176 S 3321.(W-
C Wxiw'v 788 3 477307 0 S 4822 3 230254 $1.76 S 247.25'
Akwnims a Msseat std tsv rLclatvrs 788 S 905.01s 0 3 4822 3 480.500 51.76 3 a94507
TOdtOMVVMM 911CLOWCM CWVqMy AAMwM) 788 3 4232.$22 0 3 ARM S 1909.722 $178 $ 4262.000
00.0ucim P.-Srn•.cas 7118 S 219.653 0 3 4822 S t05.9t7 $178 S 111717
SEGOEM2CSUB-TOTAL t 9111011ASS s nett tl 4,620,07% 0 4349.3K
Cat AaOcatio"Pe cori 4020% SI
ON STRLICT CN mu"GoaNT SERA CES Aft D114SPECTIOM
In N&§cAmaxd cm imcern co tfa F"6.q Mrgo,Raw WeRr Lh e.WrP.aadTraa;mbtic.FAim l and 2C
CONSTRUCTION W.W All SPEC T SUB-TOTAL 1 4.Ot3.5" 1 %3078.1 S LS88,7iM >{ 1.50%.526
CatAAOadonPec Is Sri q. 32.26•
LLA Ry SERVICES
Gn+rtanertt Co-jtare its Aasm S 471.155 1416 S MAID 4728 S 222.668 30.56 S 161.67;
4viiii1EsMAcqrvDnCwiu%wt LAN S QO.570 14.118 3 66.727 4720 3 222.391 3856 5 181.452
Owdo wo Carad Kw%Sdt S 150.00D 1416 S 21270 4716 S 70.690 3856 S57.BtQ
Pt4►c Raft ms Sk"Sraikw" S 200400 1418 S 28.360 4728 S 94.520 3856 S 77.12;
A0c Redtnsfa Crm Sdvos RJW S 320.000 1tt6 S 45.376 4726 3 /51232 3856 5 121392
Arc,!. Ss�SbT vV 1.611-725 S 228.543 S 761.701 5 621,48,
OPEMTIONAL AND LUSIMNA10E EXPENSES
Gswy ktirup,Sstwvand Ssx*az 5 mwv+ S 425 917 1418 S 80.395 4716 S 201288 3856 S /64.23-1
Pw4mn POPMSv S 152.300 '575 S 23.987 41.30 S 63437 4286 S 65276
Sna The Wana=Gwa (tis tkoa lm S 17.5$1 S 2.806 40 St S 7.110 4350 S 7.635
Adnenwat+m ram S 64.000 :'9 S 11.911 A26 S 34.690 31156 5 323610
04MSnTati S 679768 S 99.tQ0 S 311134 S 269.534
ANOLLAR(M3108ME3I LASES SU&TOTAL S 2 211 tri S 327 442 S 1 072 635 1 651 Ole
CatAftcMnPec 111300/6 44 82%1 36 881
UsDATED15MLAPKASEIAPROJECTTOTALCOST S 140.701103 1 21.073.480 1 44.457.316 1 53 2512S
Cat Aeoabon Pec orta2m 149% 4721% 3793%
ORSG614L BCM A PM0.SE IA PROJECT TOTAL COST S 171.118101 1 24.877.637 S $1.031.390 1 45487.430
TV90B Ad bWtfOrPn4M 2 COetS 1 525.000 f 14145 f 48.115 f M.40
ADJUSTED ORIGR4A L BCRUA PM SE IA PROJECT COST S 171.071.451 1 24.003.112 1 80.7632%5 1 65.484.110
ConsbuctionCost SvOngs2omP1naeIA 1 30.281.166 1 3.72!.704 1 14.32$.147 1 12333.735
Note: Upon completion of the Phase IA.it*BCRUAisobiga todeliver u to the following uantitrsoftmate dwater toeach City atit*Points ofDelivery.
Capacity MGD %of Capacity
Cedar Park 4 5"s
Leander 7 94 41-17
Round Rods 4 2 Z�•a7
Total 17 00 100
EXHIBIT G
OPERATIONS AND MAINTENANCE EXPENSE ALLOCATION
Item Non-Operating Fixed Operating Variable Operating
Expenses Expenses Expenses
Column 1 Column 2 Column 3
Insurance 100%
Gen Manager&Board Admin Services 100%
Capital Outlay 100%
Office Equipment 100%
Treatment System Buildings&Facility Maintenance 100%
Raw Water System Buildings&Facility Maintenance 100%
Plant Utility Services 100%
TCEQ Administration Fee 100%
Safety Equipment 100%
Treated/Raw Transmission Lines&Delivery Points 100%
Maintenance&Repairs
Audit/Investment/Banking Fees 100%
Legal Services 100%
Computers/Radios Maintenance&Equipment 33% 67%
SCADA Maintenance 33% 67%
Communications/Phone services 33% 67%
Intake Barge Repairs&Maintenance 33% 67%
Accounting/Finance/Personnel Services 33% 67%
Plant Superintendent&Chief Operator 100%
Admin Assistant-Operations 100%
Small Tools and Equipment 100%
General/Office Supplies 100%
Miscellaneous Expenses 100%
Plant Operators 100%
Maintenance Technician 100%
Vehicles Repairs and Maintenance 100%
Contract Services 100%
Laboratory Supplies 100%
Fuel and Oil 100%
Janitorial 100%
Treatment Plant Equipment Repairs, Maintenance& 100%
Supplies
Raw Water System Equipment Repairs, Maintenance& 100%
Supplies(excluding buildings and related facilities)
Training, Meetings and Travel 100%
License and Memberships 100%
Uniforms 100%
Power-Pumping Treatment Plant 100%
Power-Pumping Raw Water 100%
Treatment Plant Chemicals 100%
Raw Water Treatment Chemicals 100%
Sludge Disposal 100%