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R-02-01-10-12F6 - 1/10/2002RESOLUTION NO. R- 02- O1- 10 -12F6 WHEREAS, the City of Round Rock has previously entered into a Wastewater Disposal Contract ( "Contract ") with the Lower Colorado River Authority for regional wastewater disposal services, and WHEREAS, the City Council wishes to amend said Contract to allow the Texas Water Development Board's participation in the project, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City Amendment No. 1 to the Wastewater Disposal Contract with the Lower Colorado River Authority, a copy of said amendment being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 10th day of Jan .ry, 2.02 ATTEST City of Round Rock, Texas I CHRISTINE R. MARTINEZ, City Secretar ..00MH \WORLDO% \0: \"D \R880LUTI \R20110F6. WPO/se RO . STLU •, JR., yor DRAFT December 11, 2001 AMENDMENT NO. 1 TO WASTEWATER DISPOSAL CONTRACT EXHIBIT DRAFT December 11, 2001 AMENDMENT NO. 1 TO WASTEWATER DISPOSAL CONTRACT This "Amendment No. 1 to Wastewater Disposal Contract" (the "First Amendment ") is entered into among the Brazos River Authority ("BRA"), the Lower Colorado River Authority ( "LCRA ") acting together pursuant to the Brazos Colorado Water Alliance (the "Alliance "), the City of Round Rock ( "Round Rock "), the City of Cedar Park ( "Cedar Park ") and the City of Austin ( "Austin "). All capitalized terms used in this First Amendment have the same meanings as provided in the "Wastewater Disposal Contract," dated October 1, 2000, by and among the same parties (the "Wastewater Disposal Contract ") unless the context otherwise indicates. RECITALS WHEREAS, the Wastewater Disposal Contract contemplates that LCRA will acquire, construct, expand and own the System, and that BRA will operate and maintain the System, to provide regional wastewater transportation, treatment and disposal services to the Customers. WHEREAS, the Wastewater Disposal Contract requires LCRA to construct Phase II of the System which is described in the Engineering Report to include the Contract 20 and Contract 21 Wastewater Interceptor Line segments (the "Contract 20/21 Wastewater Interceptor Line "). WHEREAS, the parties to the Wastewater Disposal Contract have agreed that a portion of the Project Costs of the Contract 20/21 Wastewater Interceptor Line should be paid for according to an agreement between LCRA and the Texas Water Development Board (the "TWDB ") pursuant to the authority of the TWDB and LCRA under Texas Water Code, Chapter 16, Subchapter E, for state participation in the System by the acquisition by the TWDB of an undivided ownership interest in the Contract 20/21 Wastewater Interceptor Line. WHEREAS, LCRA and TWDB contemporaneously with the effective date of this First Amendment are entering into that certain "Master Agreement Between Texas Water Development Board and Lower Colorado River Authority — Brushy Creek Regional Wastewater System" (the "Master Agreement ") pursuant to which LCRA and TWDB will jointly construct and finance the Contract 20/21 Wastewater Interceptor Line as provided in the Master Agreement consistent with the terms of the Wastewater Disposal Contract and this First Amendment. WHEREAS, the parties desire to evidence in this First Amendment their approval of the payment of a portion of the Contract 20/21 Wastewater Interceptor Line by TWDB participation pursuant to the Master Agreement. 1 DRAFT December 11, 2001 WHEREAS, the Master Agreement also contemplates that TWDB will own Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line and, therefore, the relative Reserved Capacities of the Customers in the Contract 20/21 Wastewater Interceptor Line need to be revised accordingly, and the parties desire to do so pursuant to this First Amendment. NOW, THEREFORE, It is hereby agreed among BRA, LCRA, Round Rock, Cedar Park and Austin as follows: 1. The parties reaffirm the Wastewater Disposal Contract in all respects, and it shall remain in full force and effect except as amended by this First Amendment. If there is a conflict between the Wastewater Disposal Contract and this First Amendment, this First Amendment shall prevail. 2. The term of this First Amendment is the same as the term of the Wastewater Disposal Contract, and any renewals thereof as permitted therein. 3. The Reserved Capacities of the Customers set forth in Exhibit B of the Wastewater Disposal Contract and the Engineering Report insofar as the Contract 20/21 Wastewater Interceptor Line is concerned are changed to reflect the Reserved Capacities of the Customers and the TWDB as set forth on Exhibit A to this First Amendment. Notwithstanding the foregoing, however, the original Reserved Capacities of the Customers in Exhibit B of the Wastewater Disposal Contract shall continue to be used to allocate the Annual Project Requirement for the Capital Charges by LCRA. 4. LCRA is authorized, required and directed to purchase the TWDB's Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line from time to time as permitted in the Master Agreement or as needed by the Customers. As LCRA purchases the TWDB's Reserved Capacity, each Customer's Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line shall increase in direct proportion to each other Customer's Reserved Capacity in that Line and LCRA shall prepare and distribute a new Exhibit A to reflect each such increase. Notwithstanding anything in Section 4.01(a) or any other part of the Wastewater Disposal Contract to the contrary, until such time as LCRA has purchased all of the TWDB's Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line, it is specifically agreed by the parties that regardless of their respective Reserved Capacities in the Contract 20/21 Wastewater Interceptor Line as set forth in Exhibit A, any Customer may discharge its Wastewater through the Contract 20/21 Wastewater Interceptor Line in any amount that does not exceed that Customer's original Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line as provided in Exhibit B of the Wastewater Disposal Contract. 2 DRAFT December 11, 2001 3 DRAFT December 11, 2001 ATTEST: By: Name: Title: ATTEST: EXECUTED AND EFFECTIVE as of , 2001. By: Name: Title: BRAZOS RIVER AUTHORITY By: Name: Philip J. Ford Title: General Manager LOWER COLORADO RIVER AUTHORITY By: Name: Randy J. Goss, P.E. Title: Executive Manager, Water and Wastewater Utilities 4 DRAFT December 11, 2001 ATTEST: Name: Title: City Secretary ATTEST: By: Name: Title: CITY OF ROUND ROCK By: Robert Stluka Mayor CITY OF CEDAR PARK By: Bob Young Mayor 5 DRAFT December 11, 2001 ATTEST: By: Name: Title: 121 I AMENDMENTNO I towwdc.wpd CITY OF AUSTIN By: Name: Title: 6 BRUSHY CREEK REGIONAL WASTEWATER SYSTEM CONTRACTS 20 & 21 GRAPHICS \C OUNCE AGENDA I ,EVS\ENGINEERINC \i1 .1 0 \BRU CREEK REGIONAL WASTEWATER VS RER FINAL October 10, 2001 MASTER AGREEMENT BETWEEN TEXAS WATER DEVELOPMENT BOARD AND LOWER COLORADO RIVER AUTHORITY BRUSHY CREEK REGIONAL WASTEWATER SYSTEM TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND CONSTRUCTION 3 §1.1 DEFINITIONS 3 §1.2 TITLES AND HEADINGS 6 ARTICLE 2. STATE PARTICIPATION 6 §2.1 TWDB ACQUISITION OF OWNERSHIP 6 §2.2 VESTING AND NATURE OF TWDB OWNERSHIP 7 §2.3 CONVEYANCES 7 §2.4 CALCULATION OF TWDB OWNERSHIP INTEREST 7 §2.5 TAX - EXEMPT ASSURANCES 7 ARTICLE 3. PURCHASE OBLIGATION 8 §3.1 LCRA PURCHASE 8 §3.2 PLEDGE 8 §3.3 PRICE OF SALE 8 §3.4 SCHEDULE OF PAYMENTS 9 §3.5 EARLY PURCHASE 9 §3.6 LEASE OR PURCHASE UPON USE OF TWDB OWNERSHIP 10 §3.7 EXCLUSIVE RIGHT TO PURCHASE TWDB'S INTEREST 12 §3.8 OTHER SALE, TRANSFER OR LEASE OF TWDB INTEREST 12 §3.9 PURCHASE AND LEASE SCHEDULES 12 ARTICLE 4. PROCEDURES DURING CONSTRUCTION 13 §4.1 CONSTRUCTION SCHEDULE 13 §4.2 LCRA RESPONSIBILITIES 13 §4.3 SUPERVISION OF CONSTRUCTION 13 §4.4 TWDB INSPECTION 14 §4.5 DELIVERY OF TWDB FUNDS 14 §4.6 REPORTS COVERING CONSTRUCTION 14 §4.7 FINAL ACCOUNTING 14 ARTICLE 5. OPERATION AND MAINTENANCE 15 §5.1 OPERATION AND MAINTENANCE 15 §5.2 TWDB HELD HARMLESS 15 §5.3 BUDGETS AND REPORTS 15 §5.4 TWDB OPERATION AND MAINTENANCE 15 ARTICLE 6. SALE AND LEASE OF PROPERTY 16 §6.1 DISPOSAL AND ENCUMBRANCE OF PROJECT AND REVENUES 16 §6.2 LEASE OF LCRA PROPERTY 16 §6.3 TWDB APPROVAL OF SALES AND LEASES 16 §6.4 SALE OF CERTAIN ITEMS 16 ARTICLE 7. ACCOUNTABILITY AND METERING 17 §7.1 RATES AND CHARGES 17 §7.2 CONSTRUCTION FUND 17 §7.3 DETERMINING WASTEWATER USE 18 §7.4 ANNUAL AUDITS AND BUDGETS 18 ARTICLE 8. FURTHER COVENANTS 18 §8.1 COVENANT TO USE PROJECT 18 §8.2 CONTRACTS TO TWDB 18 §8.3 PROJECT EXPANSION 18 §8.4 ADDITIONAL CUSTOMERS 19 ARTICLE 9. LAWS GOVERNING THE AGREEMENT 19 §9.1 RULES AND APPLICATION INCORPORATED 19 §9.2 APPLICABLE LAW 19 §9.3 AMENDMENT 19 §9.4 EFFECTIVE DATE 20 MASTER AGREEMENT - BRUSHY CREEK REGIONAL WASTEWATER SYSTEM THIS MASTER AGREEMENT ("AGREEMENT') is entered into between the Texas Water Development Board ("TWDB") and the Lower Colorado River Authority ( "LCRA ") under the authority of the Texas Water Code, Chapter 16, Subchapter E. This AGREEMENT relates to the construction of, and acquisition by the TWDB of an ownership interest in, the Brushy Creek Regional Wastewater System Contract 20/21 ( "Project "), and the subsequent purchase of the TWDB's ownership interest in such facilities by LCRA. By executing this AGREEMENT, TWDB and LCRA intend to define the rights and responsibilities of TWDB and LCRA in the construction, acquisition, and purchase of the TWDB's ownership interest in the EXCESS CAPACITY (hereinafter defined) of the PROJECT. TWDB is an agency of the State of Texas, created pursuant to Article III, Section 49-c of the Texas Constitution and operating according to Chapters 6, and 15 -17 of the Texas Water Code. LCRA is a political subdivision of the State of Texas, operating pursuant to Chapter 74, Acts of the 64th Legislative, Regular Session, 1975, as amended. LCRA has formed an alliance with the Brazos River Authority (`BRA"), the purpose of which is to facilitate the planning and development of regional wastewater services for the Williamson County area and other areas of mutual concern to BRA and the LCRA. As a direct result of this agreement, the LCRA and BRA entered into contracts with Round Rock, Cedar Park, and Austin, Brushy Creek MUD and Fem Bluff MUD to construct and operate the Brushy Creek Regional Wastewater System in order to provide regional wastewater service in the Upper Brushy Creek Watershed. Portions of the Brushy Creek Regional Wastewater System have been or are currently being constructed. The Brushy Creek Regional Wastewater Interceptor generally consists of a 17 -mile gravity wastewater interceptor extending from the Cedar Park Wastewater Treatment Facility to the 1 Brushy Creek East Regional Wastewater Treatment Plant located adjacent to State Highway 79 east of Round Rock. The downstream segment of the project extending from the Brushy Creek East Regional Wastewater Treatment Facility to the Lake Creek interceptor was completed as a part of Contract 6. Upstream segments extending from the Cedar Park Treatment Facility to near Dry Fork Creek have been or are currently being constructed as a part of Contracts 1, 2, and 3. The Brushy Creek Regional Wastewater System customers have now authorized LCRA to proceed with design and construction of the PROJECT. The PROJECT will connect the upstream and downstream wastewater interceptor lines installed in other projects and will complete the Brushy Creek Regional Wastewater Interceptor. On July 18, 2001, TWDB committed to provide up to $14,040,000 from the State Participation Account of the Texas Water Development Funds to build EXCESS CAPACITY that will provide optimum development of the PROJECT as a regional system. Funds provided through the State Participation Account will entitle TWDB to an undivided prorated interest of up to fifty percent (50 %) in the PROJECT. Pursuant to Texas Water Code § 16.196, TWDB grants to LCRA a preferential right to purchase the TWDB's undivided ownership interest in the PROJECT. As specified in this AGREEMENT, LCRA, a political subdivision of the State of Texas, agrees to purchase TWDB's ownership interest in the PROJECT from the proceeds of a future bond issue, from other revenue, or from any other lawful source of funds. Pursuant to this AGREEMENT, the TWDB and LCRA agree to a specified schedule of payments and to methods for LCRA to lease or purchase TWDB's ownership interest if LCRA begins using such ownership interest before ten years from the effective date of this AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements as set forth in this AGREEMENT, and in contemplation of and in accordance with the applicable laws of the State of Texas, LCRA, acting herein by and through its undersigned officer as duly authorized by a resolution of its Board of Directors, and the TWDB, acting herein by and through its 2 undersigned officer, as duly authorized by a resolution of its Board, enter into this AGREEMENT and mutually agree as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION §1.1 DEFINITIONS. Words and phrases as used in this AGREEMENT shall have the following meanings: (1) "APPLICATION" means LCRA's application to TWDB for financial assistance, together with attachments and all amendments. The APPLICATION is incorporated into and made a part of this AGREEMENT and attached hereto as Exhibit "D." (2) "BRA" means Brazos River Authority. (3) "CONSTRUCTION COSTS" means costs of the PROJECT associated with its construction, and all other costs and expenditures which under standard principles of accounting would constitute a capital cost of the PROJECT, including specifically but not limited to: the cost of engineering design, supervision and inspection; the cost of testing laboratories and other professional services; administrative costs; permit costs; abstractors' costs; legal fees and arbitration and court fees associated with construction; the cost of constructing the transmission facilities; the cost of acquiring by condemnation or any means necessary all lands and interests in land for the PROJECT, including damages to land and property; and the cost of security and physical protection of the PROJECT. "CONSTRUCTION COSTS" does not include any capitalized interest or reserve funds. (4) "CONSTRUCTION FUND" means a separate bank account created under §7.2 for the purpose of paying and accounting for expenditures associated with the construction of the PROJECT. 3 (5) (6) "DATE(S) OF ACQUISITION" means the date(s) that TWDB delivers funds to LCRA for acquisition of an undivided interest in the PROJECT. ( "CUSTOMERS" means collectively, (a) Round Rock, Cedar Park, Austin, Brushy Creek Municipal Utility District, and Fem Bluff Municipal Utility District, all of which have signed contracts with LCRA and BRA for wastewater service made available to them through the PROJECT AGREEMENTS; and/or; (b) any entity other than the CUSTOMERS listed in subsection 1.1(5)(a), above, with which LCRA executes a contract similar to the PROJECT AGREEMENTS for wastewater service through the PROJECT. "ENGINEERING REPORT' means the report by PBS&J, on behalf of the LCRA, entitled, "BRA/LCRA Alliance Brushy Creek Regional Wastewater System Engineering Report", dated October 2000. (8) "EXCESS CAPACITY" means the difference between the foreseeable needs of the area to be served by the useful life of the PROJECT, as described in the ENGINEERING REPORT, and the projected needs for the area to be served by the PROJECT during the first ten years of operation. EXCESS CAPACITY is calculated by subtracting a number representing the projected quantity of wastewater to be received and treated in the tenth (10th) year of operation, in million gallons a day ( "MGD "), from a number representing the total capacity of the PROJECT based on the optimal PROJECT design, expressed in MGD, as set forth in the ENGINEERING REPORT. (9) "FINAL ENGINEERING DESIGN REPORT' — the report to be prepared by PBS&J, on behalf of LCRA, detailing final design of the project. 4 (10) "LCRA" means the Lower Colorado River Authority or its successors or assigns which succeed it as to any rights, powers or duties under this AGREEMENT. (11) "LCRA REVENUES" means the Pledged Revenues of LCRA as defined and provided for in its Resolution Number 99 -165b Master Resolution Establishing the Lower Colorado River Authority Revenue Financing Program, and amendments thereto. (12) "PROJECT" means the Brushy Creek Regional Wastewater System Contract 20/21 wastewater interceptor line and appurtenances which will connect the upstream and downstream wastewater interceptor lines installed in other projects and will complete the Brushy Creek Regional Wastewater Interceptor , all as generally set forth in the ENGINEERING REPORT, attached hereto as Exhibit E. It is expressly understood by TWDB and LCRA that LCRA will construct the PROJECT in order to provide sufficient capacity to serve the existing ten -year needs of the CUSTOMERS and to provide for EXCESS CAPACITY, as defined in §1.1(7) of this AGREEMENT, in order to allow for state participation in the PROJECT by the TWDB and to achieve optimum regional development as required by statute and by TWDB rules. (13) "PROJECT ENGINEER" means LCRA's independent consulting engineer, PBS&J, Austin, Texas, or its successor. (14) "PROJECT AGREEMENT(S)" means the wastewater service agreements between LCRA, BRA and the Customers as follows: (1) the wastewater service agreement with Austin, Round Rock, Cedar Park, LCRA and BRA on behalf of Brushy Creek Municipal District and Fem Bluff Municipal Utility District, dated October 1, 2000, as amended; (2) the wastewater service agreement among LCRA, BRA and Fern Bluff Municipal Utility District , dated effective as of October 1, 2000, as amended; and (3) the wastewater service agreement among LCRA, BRA and Brushy Creek Municipal Utility District, dated effective as of 5 October 1, 2000, as amended; which are incorporated into this Agreement as Exhibits A, B and C. (15) "TWDB" means Texas Water Development Board or any other board, commission or agency which succeeds it as to any rights, powers or duties under this AGREEMENT. (16) "TWDB COST OF ACQUISITION" means the total of the payments made by TWDB to LCRA for purchase of an undivided interest in the PROJECT pursuant to this AGREEMENT, less any payments made by LCRA for purchases of TWDB's interest by LCRA. (17) "TWDB RULES" means Rules and Regulations of the TWDB, as amended. §1.2 TITLES AND HEADINGS. The titles and headings of the articles and sections of this AGREEMENT have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this AGREEMENT or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE 2. STATE PARTICIPATION §2.1 TWDB ACQUISITION OF OWNERSHIP. TWDB agrees to participate by acquiring an undivided interest of up to fifty percent (50 %) in the PROJECT as a whole, but not to exceed $14,040,000. It is estimated that the CONSTRUCTION COSTS will be $28,309,589 and that TWDB's undivided ownership interest will cost $14,040,000 to construct. After the PROJECT is certified as complete by the PROJECT ENGINEER, TWDB and LCRA shall execute any necessary documents to adjust TWDB's percentage of undivided ownership interest in the PROJECT. 6 TWDB's percentage of ownership shall be determined by dividing the TWDB COST OF ACQUISITION by CONSTRUCTION COSTS. §2.2 VESTING AND NATURE OF TWDB OWNERSHIP. Upon delivery of funds for its share of the CONSTRUCTION COST by TWDB, there is vested in TWDB an undivided ownership interest in the PROJECT and the right to use the PROJECT, to the extent of the TWDB's undivided interest, together with an accompanying undivided ownership right in all applicable operating permits with respect to the PROJECT. §2.3 CONVEYANCES. LCRA will execute any conveyances and assignments which may be necessary to evidence the undivided interest in title to the PROJECT in TWDB. §2.4 CALCULATION OF TWDB OWNERSHIP INTEREST. TWDB's total undivided ownership interest at any time shall be calculated by dividing TWDB COST OF ACQUISITION by the CONSTRUCTION COSTS. §2.5 TAX - EXEMPT ASSURANCES. TWDB and LCRA agree that the TWDB and LCRA intend to finance the acquisition of their respective interests in the PROJECT by use of the proceeds of tax - exempt obligations in compliance with Section 103(a) of the Internal Revenue Code of 1986, as amended and the regulations issued thereunder. The TWDB and LCRA hereby agree to take such action to assure, or to refrain from such action which would adversely affect, the excludability from gross income for federal income tax purposes of the interest payable on such obligations to the owners thereof. The TWDB and LCRA further agree that the proceeds of their respective obligations issued to fund construction costs of the PROJECT will not be used in a manner that will cause the obligations to be "private activity bonds." Additionally, at each DATE(S) OF ACQUISITION, LCRA must submit a tax- exempt opinion of a nationally- recognized bond counsel selected by LCRA and acceptable to TWDB regarding the use of proceeds under this AGREEMENT. 7 ARTICLE 3. PURCHASE OBLIGATION §3.1 LCRA PURCHASE. LCRA will purchase from time to time, in installments, TWDB's ownership interest in the PROJECT to the end that the TWDB, at the earliest possible date, may fully recover its investment therein. §3.2 PLEDGE. In order to secure the ultimate purchase by LCRA of TWDB's ownership interest in the PROJECT, LCRA pledges to the TWDB as security for the payments hereunder, the LCRA REVENUES. §3.3 PRICE OF SALE. TWDB agrees to sell its ownership interest to LCRA at the following price, as established by §16.186(b) of the Texas Water Code, to-wit: the sum of the TWDB COST OF ACQUISITION plus an amount of interest calculated by multiplying the lending rate in effect at the DATE(S) OF ACQUISITION (and established by TWDB upon sale of its bonds used for the acquisition) by the amount of TWDB money disbursed for the acquisition times the number of years and fraction of a year from the DATES OF ACQUISITION to the date or dates of the sale or transfer of any portion of TWDB's ownership interest in the PROJECT to LCRA, plus TWDB's cost, if any, of operating and maintaining the PROJECT from the DATE(S) OF ACQUISITION to the date of such purchase by LCRA, less any payments received by TWDB from the lease or other use of the TWDB's undivided interest in the PROJECT. For purposes of this section, the dates of sale to LCRA shall be the dates LCRA provides payment to TWDB to acquire part or all of the TWDB ownership interest in the PROJECT. After all accrued interest under Schedule "A" has been paid, LCRA's scheduled payments of principal under Schedule "A" or LCRA's partial purchases of TWDB's ownership interest made pursuant to § §3.4 or 3.5 of this AGREEMENT shall constitute purchase of a portion of the TWDB's ownership interest, such portion to be calculated by dividing such principal payment by the TWDB COST OF ACQUISITION, provided LCRA also pays the same proportion of the TWDB's cost, if any, of operating and maintaining the PROJECT to the date of each purchase. LCRA may select the portion(s) of Schedule "A" or any lease payment schedule 8 calculated pursuant to the terms of Texas Water Code §16.189 and the provisions of this AGREEMENT against which any payments by LCRA may apply. If LCRA does not designate the portion(s) against which payments shall apply, the portion(s) outstanding for the longest period of time will be used. The lending rate in effect at each DATE(S) OF ACQUISITION shall be based upon the TWDB's adopted methodology for computing such rates. Interest will accrue on outstanding principal based upon simple interest rate calculation on a basis of 30-day months and 360 -day years. §3.4 SCHEDULE OF PAYMENTS. LCRA agrees to purchase the TWDB's ownership interest in the PROJECT beginning with the first scheduled principal payment and in accordance with all subsequent scheduled principal payments on Schedule "A" of this AGREEMENT and any revisions made thereto pursuant to §3.9 of this AGREEMENT. LCRA also agrees to make scheduled interest payments prior to the first scheduled principal payment as provided on Schedule "A" and any revisions thereto, the first payment of which will be May 15, 2002. hi exchange for having the exclusive right to purchase the TWDB's ownership interest in the PROJECT and the right to repurchase such interest according to Schedule "A" or lease such interest according to §3.6 of this AGREEMENT, LCRA agrees to pay all deferred interest and accrued interest attributed to the PROJECT prior to the transfer of any ownership interest. §3.5 EARLY PURCHASE. Schedule "A" notwithstanding, LCRA retains the option to purchase all or a portion of the TWDB's ownership interest associated with any particular DATE(S) OF ACQUISITION on or after ten years from the DATE(S) OF ACQUISITION of that portion of TWDB's ownership interest. Early purchases may be made no more than once a year, unless waived by the TWDB. Purchases under this Section by LCRA will be made in minimum increments of $5,000. 9 §3.6 LEASE OR PURCHASE UPON USE OF TWDB OWNERSHIP. (1) USE PRIOR TO DATE EARLY PURCHASE ALLOWED. In the event LCRA begins using any portion of the TWDB's ownership interest in the PROJECT prior to the dates under §3.4 of this AGREEMENT upon which LCRA is allowed an early purchase of portions of the TWDB's ownership interest, TWDB agrees to, and LCRA shall, either: (1) lease from TWDB that portion of the TWDB's ownership interest which LCRA is using in accordance with *3.6(5); or (2) pay money, or upon approval of TWDB, issue revenue bonds to the TWDB as consideration to purchase that portion of the TWDB's ownership interest that LCRA is using. (2) USE AFTER EARLY PURCHASE ALLOWED. In the event LCRA begins using any portion of the TWDB's ownership interest in the PROJECT after the dates under §3.5 of this AGREEMENT upon which LCRA is allowed an early purchase of portions of the TWDB's ownership interest, TWDB agrees to, and LCRA will either: (1) lease from TWDB that portion of the TWDB's ownership interest which LCRA is using in accordance with §3.6(5); (2) upon approval of TWDB, issue revenue bonds to the TWDB as consideration to purchase that portion of the TWDB's ownership interest that LCRA is using, or (3) purchase the TWDB's ownership interest with money. (3) DETERMINATION OF LCRA USE OF TWDB OWNERSHIP. LCRA shall be considered to be using a portion of the TWDB'S ownership interest in the PROJECT when LCRA's use of the PROJECT's capacity between the preceding July 1 through the following June 30 of any twelve month period exceeds a specified quantity expressed as gallons of wastewater as determined by the FINAL ENGINEERING DESIGN REPORT. The annual usage shall be the combined flow of all wastewater deliveries metered through the PROJECT by LCRA pursuant to §7.3. LCRA shall report, to the TWDB, within 135 days after a 12 -month period ending April 30 of each year, the actual use of the PROJECT's capacity during the preceding May 1 through the following April 30 twelve -month period. Lease payments, 10 determined pursuant to §3.6(5), shall be made on each May 15 immediately following a calculation showing that LCRA has used a portion of the TWDB's ownership interest, as such interest is defined in §2.4 of this AGREEMENT. (4) PROVISIONS RELATING TO PURCHASE USING REVENUE BONDS AS CONSIDERATION. If LCRA issues revenue bonds to the TWDB as consideration to purchase all or a part of the TWDB's ownership interest in the PROJECT, the principal amount of the revenue bonds shall be equal to the price for purchasing all or a portion of such ownership interest. The revenue bonds must be non - callable prior to the dates under §3.5 of this AGREEMENT upon which LCRA is allowed an early purchase without penalty of portions of the TWDB's ownership interest in the PROJECT. The interest rates on revenue bonds used by LCRA as consideration for an early purchase of TWDB's ownership interest will be identical to the lending rates associated with acquisition of TWDB ownership interest as established in §3.3 of this AGREEMENT and reflected in Schedule "A." Terms and maturities of such revenue bonds will be subject to TWDB approval at the time of purchase. (5) LEASE PAYMENTS. If LCRA leases all or a portion of TWDB's ownership interest in the PROJECT, the lease payments will be the proportionate share that the percentage of LCRA's use of TWDB's ownership interest bears to a lease payment schedule to be determined in accordance with the applicable provisions of Article 3 of this AGREEMENT, and §16.189 of the Texas Water Code, or the payment amount in Schedule "A," whichever is greater. As required by §16.189 of the Texas Water Code, such lease payment under this AGREEMENT is calculated to ensure that any such lease payment shall not be less than the proportionate share that the percentage of use bears to the annual principal and interest requirements attributable to the debt incurred by the TWDB in acquiring its share of the PROJECT. TWDB finds that it is appropriate, for the purposes of computing the annual principal and interest requirements associated with TWDB funds used to purchase an interest in the PROJECT, which funds are derived from the State Participation Account of the Texas Water 11 Development Funds, to use the lending rate(s) in effect for at each DATE(S) OF ACQUISITION. §3.7 EXCLUSIVE RIGHT TO PURCHASE TWDB'S INTEREST. Pursuant to this AGREEMENT, LCRA will have an exclusive right to purchase TWDB's undivided ownership interest in the PROJECT so long as LCRA remains in compliance with the terms of this AGREEMENT. §3.8 OTHER SALE, TRANSFER OR LEASE OF TWDB INTEREST. During the term of this AGREEMENT, so long as LCRA is making payments according to Schedule "A" and meeting all other obligations under this AGREEMENT, TWDB may sell, transfer or lease its ownership interest in the PROJECT as defined by §2.4 of this AGREEMENT, only with the prior written consent of LCRA. §3.9 PURCHASE AND LEASE SCHEDULES. (1) PURCHASES - SCHEDULE "A." The schedule for LCRA's purchase of TWDB's ownership interest in the PROJECT is attached as Schedule "A" and is incorporated herein. The TWDB and LCRA agree that after each DATE(S) OF ACQUISITION by TWDB, Schedule "A" and any lease payment schedule calculated pursuant to the terms of this AGREEMENT will be amended to reflect the payment schedule associated with purchase or lease of such interest acquired by TWDB. In addition, at each purchase of TWDB's ownership interest by LCRA pursuant to §3.5 or §3.6 of this AGREEMENT, the schedule of payments in Schedule "A" will be amended to reflect the reduction in the TWDB's ownership interest in the PROJECT. (2) LEASES. The schedule for LCRA's lease payments for the use of TWDB's ownership interest in the PROJECT will be calculated pursuant to Texas Water Code §16.189 and the terms of this AGREEMENT. The TWDB and LCRA agree that after each lease of the TWDB's ownership interest by LCRA pursuant to §3.6 of this AGREEMENT, the schedule 12 (3) of payments established in Schedule "A" will be amended to credit each lease payment by LCRA as follows: first to deferred interest, then to current interest and then to principal. REVISIONS TO SCHEDULE "A." Revisions to Schedule "A," and any lease payment schedule calculated pursuant to Texas Water Code §16.189 and this AGREEMENT, shall be dated and signed by a representative of the TWDB's Executive Administrator and by an authorized representative of LCRA to indicate agreement to the revisions. ARTICLE 4. PROCEDURES DURING CONSTRUCTION §4.1 CONSTRUCTION SCHEDULE. LCRA shall proceed with the conduct of all studies and planning in an expeditious manner, and provide for construction and operation of the PROJECT on a schedule consistent with the PROJECT AGREEMENTS. §4.2 LCRA RESPONSIBILITIES. LCRA shall perform the duties and functions required of it and governing its operations, including such provisions of law and the PROJECT AGREEMENTS with the CUSTOMERS, as may relate to bidding, awarding of contracts, acquisition of land and relocation of improvements and shall provide such personnel as may be necessary to secure and protect the property and facilities as acquired and constructed in connection with the PROJECT. §4.3 SUPERVISION OF CONSTRUCTION. During the construction of the PROJECT, LCRA shall provide for adequate supervision of the PROJECT to assure that all work covered by this AGREEMENT is performed in a satisfactory manner in accordance with final plans and specifications and approved change orders and in accordance with sound engineering principles and practices. LCRA may delegate the supervision of the construction of the PROJECT to the BRA. 13 §4.4 TWDB INSPECTION. TWDB or its authorized agent shall have the right to inspect construction of the PROJECT at any time to assure compliance with the final plans and specifications. The inspections shall not subject TWDB or the State of Texas to any claims or actions for damages. §4.5 DELIVERY OF TWDB FUNDS. Subject to the availability of funds, TWDB shall deliver to LCRA an amount of funds up to 50% of the projected CONSTRUCTION COSTS, but not more than $14,040,000, after LCRA has provided the TWDB with information, satisfactory to the Development Fund Manager of TWDB, that it has met all prerequisites for the release of TWDB funds required by Chapter 16 of the Texas Water Code relating to the release of state funds. §4.6 REPORTS COVERING CONSTRUCTION. After delivery of funds to LCRA by TWDB, LCRA or BRA shall prepare and file with TWDB quarterly reports on the status of the PROJECT construction and PROJECT land acquisition. §4.7 FINAL ACCOUNTING. LCRA shall provide TWDB a final accounting of all CONSTRUCTION COSTS and an evaluation of PROJECT capacity within six months of PROJECT completion. If after such final accounting the calculation of TWDB's ownership interest under §2.4 exceeds 50%, LCRA shall remit to TWDB the amount necessary to reduce TWDB's ownership interest to the lesser of 50% or $14,040,000 and Schedule "A" and any lease payment schedule calculated pursuant to the terms of this AGREEMENT shall be amended to so reflect. Any revisions of PROJECT capacity or TWDB ownership interest pursuant to this section, shall be dated and signed by a representative of the TWDB's Executive Administrator and by an authorized representative of LCRA to indicate agreement to the revisions. 14 ARTICLE 5. OPERATION AND MAINTENANCE §5.1 OPERATION AND MAINTENANCE. It is understood and agreed by the parties to this AGREEMENT that LCRA, or its designee, BRA, will be responsible for the operation and maintenance of the PROJECT and no requirement shall be made of TWDB to share in this responsibility or in the cost. LCRA shall take whatever measures are reasonable and prudent to insure that the PROJECT is operated efficiently and in accordance with the laws creating and goveming it and the general laws of the State of Texas. LCRA binds itself to take such action as may be necessary to insure that the PROJECT is adequately maintained and protected, and shall keep in good and operable state of repair the physical properties comprising the PROJECT. §5.2 TWDB HELD HARMLESS To the extent permitted by law, LCRA agrees to hold TWDB and the State of Texas harmless and free of all costs or liability for any and all claims for injuries to persons or property arising out of or incurred in the course of construction, maintenance and operation of the PROJECT. §5.3 BUDGETS AND REPORTS. LCRA shall provide TWDB with a copy of its annual budget, keep accounts, have audits made by an independent certified public accountant or a firm of independent certified public accountants and furnish reports and copies to TWDB. The annual budget shall reflect PROJECT maintenance and operation expenses anticipated for the next ensuing year. LCRA agrees to deliver copies of all minutes, monthly operating statements, contracts, leases, deeds, audit reports, and other documents concerning the operation and maintenance of the PROJECT upon request of TWDB. §5.4 TWDB OPERATION AND MAINTENANCE. If LCRA fails at any time to operate and maintain the PROJECT as provided in this Article, or in any manner fails to comply with any provisions of this AGREEMENT, TWDB, in addition to other legal remedies, may take over and operate and maintain the PROJECT, or cause such to be done for the benefit of TWDB. LCRA shall 15 remain liable for any expenditures made by TWDB with respect to operation and maintenance of the PROJECT. TWDB shall give 30 -days prior written notice to LCRA of intent to take over and operate and maintain the PROJECT so as to provide LCRA with opportunity to remedy the problem(s) identified by TWDB. ARTICLE 6. SALE AND LEASE OF PROPERTY §6.1 DISPOSAL AND ENCUMBRANCE OF PROJECT AND REVENUES. During the time that TWDB owns an undivided interest in the PROJECT, LCRA will not sell, lease, or otherwise dispose of or encumber any part of the PROJECT, except as permitted herein. §6.2 LEASE OF LCRA PROPERTY. Subject to State law, LCRA may lease any of its property for any purpose, if such lease or the use of such lands will not be detrimental to the operation and maintenance of the PROJECT, as determined by LCRA. No lease shall be made which will result in any damage to or substantial diminution of the value of other property of LCRA related to use and operation of PROJECT. §6.3 TWDB APPROVAL OF SALES AND LEASES. Except for the PROJECT AGREEMENTS and short term leases of less than two years, any lease or sale of real property in which TWDB has an interest under this AGREEMENT (i.e., the PROJECT) shall require prior approval of TWDB. Nothing contained in this AGREEMENT shall be regarded or construed as creating a lien or encumbrance against the title to lands now or hereafter vested in LCRA insofar as the rights of third parties may be concerned. LCRA does, however, hereby covenant that it shall not sell or otherwise relinquish full right to the use of all lands and facilities acquired and necessary for the construction and operation of the PROJECT. §6.4 SALE OF CERTAIN ITEMS. LCRA may from time to time sell any machinery, fixtures, apparatus, tools, instruments, or other movable property and any materials used in connection with 16 the PROJECT, if LCRA shall determine that such articles are no longer needed or are no longer useful in connection with the operation and maintenance of the PROJECT. LCRA may from time to time sell such personal property that is not needed or serves no useful purpose in connection with the maintenance and operation of the PROJECT. If the costs of such items were included as CONSTRUCTION COSTS, then the value received from the sale shall be deducted from total CONSTRUCTION COSTS, provided that the ownership interest retained by the TWDB in the value received from the sale is remitted to the TWDB, unless otherwise agreed to by the LCRA and the TWDB. §7.1 RATES AND CHARGES. LCRA covenants that it will establish rates and charges which will produce LCRA REVENUES not less than the amounts required: (1) to pay the maintenance and operating expenses of the PROJECT; (2) to pay debt service on LCRA debt sold to finance the PROJECT; and (3) ARTICLE 7. ACCOUNTABILITY AND METERING to provide sufficient funds on a timely basis to enable the purchase of TWDB's interest in the PROJECT in accordance with the terms and schedule provided for in this AGREEMENT, and, specifically, to provide for amortization of any debt that may be issued for such purchase by LCRA in the future. §7.2 CONSTRUCTION FUND. Upon receipt of State Participation monies from TWDB, LCRA will deposit the monies in the CONSTRUCTION FUND for the Brushy Creek System with one of its depository banks. The CONSTRUCTION FUND will be used for the purpose of paying CONSTRUCTION COSTS. 17 §7.3 DETERMINING WASTEWATER USE. LCRA shall determine a method to measure or calculate flows through the PROJECT. TWDB shall have the right to approve the method developed by LCRA. The measurement or calculation shall be done during the measurement period as provided in §3.6(3). §7.4 ANNUAL AUDITS AND BUDGETS. LCRA will submit to TWDB for each fiscal year prepared by an independent certified public accountant or an independent firm of certified public accountants, annual audits for LCRA. TWDB reserves the right to require, and LCRA agrees to provide, annual budgets prepared by the governing board of LCRA should TWDB determine that it is necessary. ARTICLE 8. FURTHER COVENANTS §8.1 COVENANT TO USE PROJECT. LCRA covenants that it will not provide wastewater services to CUSTOMERS through any facility other than the PROJECT and other parts of the Brushy Creek Regional Wastewater System (except through any other existing contractual obligations of LCRA) to the extent that the PROJECT and other parts of the Brushy Creek Regional Wastewater System can supply such wastewater services. §8.2 CONTRACTS TO TWDB. LCRA will submit to TWDB copies of all new or amended contracts for wastewater services from the PROJECT. §8.3 PROJECT EXPANSION. LCRA will submit to TWDB for approval any plan for future expansion of the PROJECT that will commence before LCRA has purchased all of the TWDB interest in the PROJECT. TWDB will not unreasonably withhold approval of said plan submitted by LCRA. 18 §8.4. ADDITIONAL CUSTOMERS. LCRA may contract with parties who are not now CUSTOMERS for wastewater services through the use and operation of the PROJECT, provided that such service can be provided without impairment or diminution of LCRA's ability to meet its obligations to TWDB provided herein. ARTICLE 9. LAWS GOVERNING THE AGREEMENT §9.1 RULES AND APPLICATION INCORPORATED. TWDB and LCRA agree that TWDB RULES and the APPLICATION of LCRA, as finally approved by TWDB, are incorporated herein as a part of this AGREEMENT, and LCRA agrees to be bound by TWDB RULES and the representations in its APPLICATION. §9.2 APPLICABLE LAW. It is expressly understood by and between the parties hereto that the provisions of this AGREEMENT are subject to the applicable provisions of the Constitution and laws of the State of Texas. The parties hereto reserve all rights at law and in equity to enforce the performance of this AGREEMENT, and each respectively covenants to exercise all such rights to the extent necessary to perform or cure any default on the part of the other. §9.3 AMENDMENT. This AGREEMENT may be amended by agreement of TWDB and LCRA in written form. Any such amendment or extension shall be executed in the same manner as this AGREEMENT was originally executed, and the Attorney General of the State of Texas shall approve the legality of said amendment and the resolution of the TWDB authorizing the amendment. 19 §9.4 EFFECTIVE DATE. This AGREEMENT shall become effective upon execution by the parties and approval by the Attorney General of the State of Texas as to legality, and shall remain in full force and effect until the entire TWDB ownership interest in the PROJECT has been purchased. EXECUTED as of this TEXAS WATER DEVELOPMENT BOARD Chairman ATTEST: Executive Administrator EXECUTED as of this LOWER COLORADO RIVER AUTHORITY General Manager ATTEST: Assistant Secretary day of 2001. day of 2001. 20 By: Approved as to Legality: John Comyn, Attorney General State of Texas Assistant Attorney General DATE: January 10, 2002 SUBJECT: City Council Meeting - January 4, 2002 ITEM: 12.F.6. Consider a resolution authorizing the Mayor to execute Amendment No. 1 to the Wastewater Disposal Contract with the Lower Colorado River Authority. Resource: Jim Nuse, Director of Public Works Don Rundell, Chief Utility Engineer History: Pursuant to recommendations of the Technical Review Committee and Financial Review Committee, the Lower Colorado River Authority (LCRA) made application to the Texas Water Development Board (TWDB) for funding for a portion of the cost of Contracts 20 and 21 of the Brushy Creek Regional Wastewater System through their State Participation Fund. On July 16, 2001, the Board of Directors of the TWDB committed up to $15,000,000.00 to help fund Contracts 20 and 21. In order to take advantage of this form of financing, the LCRA must enter into a Master Agreement with TWDB. Staff requests approval of this amendment so that the LCRA can enter into the Master Agreement with TWDB and complete the bid and aware process for contracts 20 and 21. Funding: Cost: NIA Source of funds: N/A Outside Resources: LCRA Impact/Benefit: Reduces City of Round Rock's required funding. Public Comment: N /A. Sponsor: N/A City of Austin Law Department Norwood Tower, 114 West Seventh Street, P.O. Box 1546 Austin, Texas 78767 -1546 (512) 974-2268 Writer's Direct Line Writer's Fax Line 512 / 974 -2159 September 13, 2001 Ron Freeman Attomey at Law 2304 Hancock Suite No. 6 Austin, Texas 78756 Re: Brushy Creek Regional WW System; Amendment No. 1 to Wastewater Disposal Agreement. Dear Mr. Freeman: Enclosed for execution by the authorized representative of LCRA, BRA and the City of Round Rock are ten (10) duplicate originals of Amendment No. 1 to the Brushy Creek Regional Wastewater Disposal Agreement signed by the authorized representatives of Cedar Park and the City of Austin. Please circulate the duplicate originals for execution by the authorized representatives of LCRA, BRA and Round Rock. Upon final execution by all parties, please return two (2) of the fully executed duplicate originals to me. Thank you again for your assistance in concluding this matter. Please let me know if you have any questions concerning the above. Sincerely, Jivu John M. Tresnicky Assistant City Attorney JMT /jmt cc: C. Lippe M. Erdmann 512 / 974 -2912 AMENDMENT NO. 1 TO WASTEWATER DISPOSAL CONTRACT AMENDMENT NO. 1 TO WASTEWATER DISPOSAL CONTRACT This "Amendment No. 1 to Wastewater Disposal Contract" (the "First Amendment ") is entered into among the Brazos River Authority ("BRA"), the Lower Colorado River Authority ( "LCRA ") acting together pursuant to the Brazos Colorado Water Alliance (the "Alliance "), the City of Round Rock ( "Round Rock "), the City of Cedar Park ( "Cedar Park") and the City of Austin ("Austin "). All capitalized terms used in this First Amendment have the same meanings as provided in the "Wastewater Disposal Contract," dated October 1, 2000, by and among the same parties (the "Wastewater Disposal Contract ") unless the context otherwise indicates. RECITALS WHEREAS, the Wastewater Disposal Contract contemplates that LCRA will acquire, construct, expand and own the System, and that BRA will operate and maintain the System, to provide regional wastewater transportation, treatment and disposal services to the Customers. WHEREAS, the Wastewater Disposal Contract requires LCRA to construct Phase II of the System which is described in the Engineering Report to include the Contract 20 and Contract 21 Wastewater Interceptor Line segments (the "Contract 20/21 Wastewater Interceptor Line "). WHEREAS, the parties to the Wastewater Disposal Contract have agreed that a portion of the Project Costs of the Contract 20/21 Wastewater Interceptor Line should be paid for according to an agreement between LCRA and the Texas Water Development Board (the "TWDB ") pursuant to the authority of the TWDB and LCRA under Texas Water Code, Chapter 16, Subchapter E, for state participation in the System by the acquisition by the TWDB of an undivided ownership interest in the Contract 20/21 Wastewater Interceptor Line. WHEREAS, LCRA and TWDB contemporaneously with the effective date of this First Amendment are entering into that certain "Master Agreement Between Texas Water Development Board and Lower Colorado River Authority — Brushy Creek Regional Wastewater System" (the "Master Agreement ") pursuant to which LCRA and TWDB will jointly construct and finance the Contract 20/21 Wastewater Interceptor Line as provided in the Master Agreement consistent with the terms of the Wastewater Disposal Contract and this First Amendment. WHEREAS, the parties desire to evidence in this First Amendment their approval of the payment of a portion of the Contract 20/21 Wastewater Interceptor Line by TWDB participation pursuant to the Master Agreement. WHEREAS, the Master Agreement also contemplates that TWDB will own Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line and, therefore, the relative Reserved Capacities of the Customers in the Contract 20/21 Wastewater Interceptor Line need to be 1 revised accordingly, and the parties desire to do so pursuant to this First Amendment. NOW, THEREFORE, It is hereby agreed among BRA, LCRA, Round Rock, Cedar Park and Austin as follows: 1. The parties reaffirm the Wastewater Disposal Contract in all respects, and it shall remain in full force and effect except as amended by this First Amendment. If there is a conflict between the Wastewater Disposal Contract and this First Amendment, this First Amendment shall prevail. 2. The term of this First Amendment is the same as the term of the Wastewater Disposal Contract, and any renewals thereof as permitted therein. 3. The Reserved Capacities of the Customers set forth in Exhibit B of the Wastewater Disposal Contract and the Engineering Report insofar as the Contract 20/21 Wastewater Interceptor Line is concerned are changed to reflect the Reserved Capacities of the Customers and the TWDB as set forth on Exhibit A to this First Amendment. Notwithstanding the foregoing, however, the original Reserved Capacities of the Customers in Exhibit B of the Wastewater Disposal Contract shall continue to be used to allocate the Annual Project Requirement for the Capital Charges by LCRA. 4. LCRA is authorized, required and directed to purchase the TWDB's Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line from time to time as permitted in the Master Agreement or as needed by the Customers. As LCRA purchases the TWDB's Reserved Capacity, each Customer's Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line shall increase in direct proportion to each other Customer's Reserved Capacity in that Line and LCRA shall prepare and distribute a new Exhibit A to reflect each such increase. Notwithstanding anything in Section 4.01(a) or any other part of the Wastewater Disposal Contract to the contrary, until such time as LCRA has purchased all of the TWDB's Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line, it is specifically agreed by the parties that regardless of their respective Reserved Capacities in the Contract 20/21 Wastewater Interceptor Line as set forth in Exhibit A, any Customer may discharge its Wastewater through the Contract 20/21 Wastewater Interceptor Line in any amount that does not exceed that Customer's original Reserved Capacity in the Contract 20/21 Wastewater Interceptor Line as provided in Exhibit B of the Wastewater Disposal Contract. 2 ATTEST: EXECUTED AND E1'FECTIVE as of , 2001. By: Name: Title: ATTEST: By: Name: Title: BRAZOS RIVER AUTHORITY By: Name: Philip J. Ford Title: General Manager LOWER COLORADO RIVER AUTHORITY By: Name: Randy J. Goss, P.E. Title: Executive Manager, Water and Wastewater Utilities 3 ATTEST: Name: 61e,67 16 MAe7M)E Title: City Secretary ATTEST: By: CITY OF ROUND ROCK 4 Mayor CITY OF CEDAR PARK 1/ Bob Mayor V 121 IAMENDMEN]NOI towwdc.wpd CITY OF AUSTIN dz _ By: Name: < L',r',r Title: ,k? FMYT 047 e�tiv ys�� 5