R-96-05-09-14E - 5/9/1996C \WPDOCS \RESOLUTI \RS6O5098 WPO /kg
RESOLUTION NO. R- 96- 05- 09 -14E
WHEREAS, the City of Round Rock ( "City ") has long been a
proponent of the regionalization of wastewater treatment in the
upper Brushy Creek drainage basin in southwestern Williamson
County, and
WHEREAS, the Lower Colorado River Authority ( "LCRA ") and the
Brazos River Authority ( "BRA ") have entered into an alliance
( "Alliance ") in order to implement cooperation and pooling of
resources to, among other things, finance, construct and operate a
regional wastewater treatment system for the upper Brushy Creek
drainage basin, and
WHEREAS, the Alliance has proposed that certain wastewater
Disposal Contract ( "Contract "), a copy of which is attached hereto
as Exhibit "A" and incorporated herein, which Contract provides for
the LCRA to finance and construct, and for BRA to operate and
maintain the Brushy Creek regional wastewater treatment system, and
WHEREAS, the City Council wishes to approve said Contract
and authorize the Mayor to execute same, subject to negotiation and
approval of the final terms by the City Manager and City Attorney,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Contract with the Alliance is generally approved by
the Council and, subject to the negotiation and approval of the
final terms by the City Manager and City Attorney, the Mayor is
hereby authorized and directed to execute said Contract on behalf
of the City.
RESOLVED this 9th day of May, 1996.
ATTEST:
LAND, City Secretary
2.
CHARLES CULPEPPER, Mayor
City of Round Rock, Texas
IE POWER TO MAKE A DIFFERENCE.
Mr. Jesus Garza
City Manager
City of Austin
P. 0. Box 1088
Austin, Texas 78767
Mr. Don Birkner
City Manager
City of Cedar Park
P. 0. Box 1090
Cedar Park, Texas 78613 -1090
Mr. Robert Bennett
City Manager
City of Round Rock
221 East Main
Round Rock, Texas 78664
Gentlemen:
May 2, 1996
Re: Brushy Creek Regional Wastewater System
I am enclosing for you copies of a revised draft (both a blacklined and clean copy) of the
Wastewater Disposal Contract among the Lower Colorado River Authority and Brazos River
Authority and each of the three customer cities in the above- referenced project. The new contract
draft represents BRA's and LCRA's best efforts to respond to as many of the written comments
of and discussions with the three different cities as we can. Along with the revised draft contract,
you will find a revised Engineering Report which further reflects our most recent understanding
of the project as a result of these discussions.
We need any additional comments from the customer cities as soon as possible. We plan
to work with each of you, and particularly with the staff of the City of Round Rock, between now
and May 9 to incorporate as many additional changes to the contract as may be necessary so that
the Round Rock City Council, on May 9, may approve the contract and authorize execution of
same on behalf of Round Rock. In that connection, BRA and LCRA are continuing to work
between themselves on portions of the contract which relate to the Alliance only, and will provide
changes in that regard to you as soon as possible. We are also working on an addendum to this
three -party contract which would serve to implement appropriate changes to the contract to apply
The 'fusion of (be Lower Colorado River Authority (LCRA) is to provide reliable. low -cost uuhty and public senices In partnership with our customers and conumu lttee and
to use our leadership role and environmental authority to ensure the protection and constructive use of the area's natural resources. The LCR4 is a Tesas cmisenation and
reclamation district operating with no taxing authority
PO. BOX 220 AL:,rI9. TX 78767.0220 (512) 977.1200 (512) 971 -1296 FAX
during the period of time after Round Rock and the Alliance have executed the Agreement but the
other two cities have not yet entered into the contract. Copies of those additional changes will be
supplied to you as appropriate.
We appreciate the diligent efforts of your staffs over the last several weeks to provide us
input for this new draft contract and look forward to working with you to consumate it.
LOWER COLORADO RIVER AUTHORITY
Very truly yours,
Joseph J. Beal, P.E.
Manager, WaterCo.
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. DEFINITION OF TERMS 6
Section 1.02. INTERPRETATION. 15
ARTICLE II
DESIGN, ACQUISITION AND
CONSTRUCTION OF SYSTEM BY THE ALLIANCE
Section 2.01. GENERAL. 15
Section 2.02. ACQUISITION AND CONSTRUCTION OF PHASE I OF THE
SYSTEM 15
Section 2.03. PERMITS. 15
Section 2.04. PAYMENT OF PROJECT COSTS. 15
Section 2.05. CONDITIONS PRECEDENT TO SERVICE. 16
Section 2.06. ALLIANCE MODIFICATIONS. 17
ARTICLE III
OPERATION OF SYSTEM BY BRA
Section 3.01. OPERATION 17
Section 3.02. COMPETITIVE BIDS. 17
Section 3.03. PAYMENTS TO BRA FOR OPERATION OF SYSTEM 18
Section 3.04. BRA MANAGEMENT FEE. 18
Section 3.05. COOPERATION DURING MAINTENANCE OR EMERGEN-
CY. 18
ARTICLE IV
DISCHARGE OF WASTEWATER AND METERING
Section 4.01. DISCHARGE QUANTITIES. 18
Section 4.02. DISCHARGE QUALITY. 19
Section 4.03. POINT(S) OF ENTRY. 19
Section 4.04. RATE AND QUANTITY AT POINT(S) OF ENTRY. 19
Section 4.05. SYSTEM LIMITATIONS. 19
Section 4.06. LIABILITY FOR DAMAGES AND RESPONSIBILITY FOR
TREATMENT AND DISPOSAL OF WASTEWATER 19
Section 4.07. METERING. 20
Section 4.08. UNIT OF MEASUREMENT. 20
ARTICLE V
OUALITY AND TESTING
Section 5.01. GENERAL. 21
Section 5.02. REGULATIONS 22
Section 5.03. INDUSTRIAL WASTES 22
ARTICLE VI
ACOUISITION AND CONSTRUCTION OF SYSTEM
Section 6.01. PHASING OF SYSTEM IMPLEMENTATION. 23
Section 6.02. CONSTRUCTION OF REMAINDER OF PHASE I OF THE
SYSTEM 23
Section 6.03. CONSTRUCTION OF PHASE II 23
Section 6.04. CONSTRUCTION OF EXPANSIONS 24
ARTICLE VII
SYSTEM BUDGETS AND CHARGES
Section 7.01. ESTABLISHING BUDGETS AND CHARGES. 26
Section 7.02. CHANGES FROM CUSTOMER DISPUTES. 27
Section 7.03. CHANGES FROM ADDITIONAL CUSTOMERS AND EMER-
GENCIES. 27
Section 7.04. CAPITAL CHARGE. 27
Section 7.05. FLOW CHARGES 30
Section 7.06. HOW, WHEN AND WHERE PAYMENTS ARE TO BE
MADE 31
Section 7.07. DEFAULT. 31
Section 7.08. LCRA MANAGEMENT FEE. 32
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. OBLIGATIONS OF CUSTOMERS. 33
Section 8.02. PAYMENTS TO CONSTITUTE OPERATING EXPENSES OF
CUSTOMER. 33
Section 8.03. CUSTOMERS TO ESTABLISH ADEQUATE RATES. 33
Section 8.04. MANDAMUS AND OTHER REMEDIES AGAINST CUSTOM-
ERS. 33
Section 8.05. CUSTOMER REMEDIES. 34
Section 8.06. USE OF PUBLIC PROPERTY. 34
Section 8.07. FORCE MAJEURE. 34
i1
Section 8.08. INSURANCE 34
Section 8.09. REGULATORY BODIES. 35
Section 8.10. ADDITIONAL CAPACITY AND FACILITIES. 35
Section 8.11. CONTRACTS WITH OTHERS IN RELATION TO SYSTEM. 35
Section 8.12. ANNUAL REPORT AND AUDIT OF SYSTEM 36
Section 8.13. GOVERNMENTAL REGULATIONS 36
Section 8.14. OPERATION OF THE SYSTEM. 36
Section 8.15. NO ADDITIONAL WAIVER IMPLIED 36
Section 8.16. ADDRESSES AND NOTICE. 37
Section 8.17. MODIFICATION. 37
Section 8.18. ASSIGNABILITY. 38
Section 8.19. SEVERABILITY. 38
Section 8.20. MERGER. 38
Section 9.01. COMPOSITION OF ADVISORY COMMITTEE. 38
Section 9.02. RESPONSIBILITY OF ADVISORY COMMITTEE 38
Section 10.01.
ISSUES
Section 10.02.
Section 10.03.
DISPUTES
Section 10.04.
Section 10.05.
Section 10.06.
Section 11.01.
Section 11.02.
ARTICLE IX
ADVISORY COMMITTEE
ARTICLE X
NEGOTIATION AND MEDIATION OF DISPUTES
AGREEMENT TO NEGOTIATE FIRST TO RESOLVE
39
AGREEMENT TO MEDIATE 39
PRESENTATION OF WRITTEN CLAIM REGARDING
NOT RESOLVED BY NEGOTIATION. 39
PERFORMANCE DURING MEDIATION. 39
APPOINTMENT OF MEDIATOR. 40
RULES FOR MEDIATION. 40
ARTICLE XI
EFFECTIVE DATE AND TERM OF AGREEMENT
EFFECTIVE DATE. 41
TERM OF AGREEMENT. 41
iii
WASTEWATER DISPOSAL CONTRACT
RECITALS
DRAFT 5/2/96 @ 2 p.m.
This agreement (the "Agreement ") is entered into between 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 Austin ( "Austin "), the City of Round
Rock ( "Round Rock ") and the City of Cedar Park ( "Cedar Park"), all of such parties other than
BRA and LCRA being collectively referred to as the "Customers."
WHEREAS, LCRA and BRA have recognized that there are areas in the vicinity of the
boundaries of the Colorado and Brazos River Basins in which each can provide services which
can be better provided if they cooperate and pool resources.
WHEREAS, pursuant to such recognition, they have entered into the Alliance in order
to implement such cooperation and pooling of resources which include financial and engineering
resources of LCRA and similar resources of BRA, together with experience in the operation of
regional sewerage systems of BRA.
WHEREAS, the Alliance is not a separate entity, but a cooperative effort and dedication
of resources of LCRA and BRA.
WHEREAS, the undertakings of each of LCRA and BRA provided for in this Agreement
are in furtherance of the purposes of the Alliance and are, in that sense, activities of the
Alliance.
WHEREAS, because the Alliance is not a separate entity, the undertakings of each of
LCRA and BRA in this Agreement, though in furtherance of the purposes of the Alliance, are
undertakings of the party specified as making same and are, in no sense, undertakings of the
other, so that each of LCRA and BRA shall be solely responsible for its own undertakings
provided in this Agreement and, though such undertakings are all made in furtherance of the
purposes of the Alliance, neither LCRA nor BRA shall be responsible for the performance by
the other of its undertaldngs provided herein.
WHEREAS, on or about December 16, 1985, the Brushy Creek Water Control and
Improvement District No. 1 of Williamson and Milam Counties (the "WCID "), Austin, Round
Rock, Williamson County Municipal Utility District No. 2 (now known as "Brushy Creek
Municipal Utility District ") and Williamson County Municipal Utility District No. 3 entered into
an agreement (the "1985 Agreement ") setting forth terms and conditions for the design,
construction, operation and maintenance of a regional wastewater transportation and treatment
system intended to provide wastewater collection, transportation, treatment and disposal services
for the WCID's customers.
WHEREAS, Brushy Creek Municipal Utility District (formerly known as "Williamson
County Municipal Utility District No. 2 ") later withdrew from participation under the 1985
Agreement and the 1985 Agreement subsequently expired of its own terms.
WHEREAS, on or about April 11, 1988 Austin, Round Rock and the WCID entered into
a certain "Wastewater Disposal Agreement" (the "1988 Agreement "), setting forth terms and
conditions and reaffirming the desire of those parties to participate in the joint financing,
construction, operation and maintenance of a downscaled version of the WCID's system (the
"WCID System ") intended to provide wastewater transportation and treatment services for that
portion of the Brushy Creek watershed located within the respective corporate limits and /or
extraterritorial jurisdictions of Austin and Round Rock.
WHEREAS, on or about January 30, 1989, Austin, Round Rock and the WCID, acting
pursuant to Section 10.02 of the 1988 Agreement, amended the 1988 Agreement by entering into
Amendment No. 1 thereto (the 1988 Agreement and Amendment No. 1 thereto being hereafter
collectively referred to as the "Wastewater Disposal Agreement ") and executed that certain
Interim Wastewater Disposal Agreement (the "Interim Agreement ") whereunder the WCID
secured interim wastewater transportation and treatment services from Round Rock in order to
provide interim wastewater transportation and treatment services to Austin pending construction
of the WCID System.
WHEREAS, pursuant to the Wastewater Disposal Agreement, the cost of constructing
the components of the WCID System was borne completely by Austin and Round Rock in
accordance with the pro rata shares described more particularly therein.
WHEREAS, pursuant to the Wastewater Disposal Agreement, the WCID commenced
performance of its responsibilities for the benefit of Austin and Round Rock.
WHEREAS, pursuant to the Wastewater Disposal Agreement, the WCID, among other
things, acquired or constructed, as appropriate, in its name for the benefit and at the expense
of Austin and Round Rock, engineering studies and plans of the proposed WCID System, a
wastewater discharge permit and designation of the WCID as the regional provider of wastewater
services for a portion of the Brushy Creek watershed, portions of the proposed wastewater
collection and transportation components of the WCID System and certain easements and
property rights appurtenant thereto.
WHEREAS, in addition to certain wastewater facilities, studies, permits, easements and
property rights acquired by or transferred to the WCID for the WCID System, Austin and Round
Rock transferred to the custody and control of the WCID certain funds, equipment and other
assets for use in connection with the construction, operation and maintenance of the WCID
System.
WHEREAS, Austin and Round Rock also respectively acquired or constructed or
determined to utilize in their own name certain land, wastewater facilities and property rights
in contemplation of the later use by or dedication of same to the WCID.
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WHEREAS, Austin and Round Rock determined that, due to the earlier withdrawal of
all participants except Austin and Round Rock and the consequent downscaling of the WCID
System to serve only Austin and Round Rock and their respective customers, the further
participation of the WCID was no longer required and that the joint financing, acquisition,
construction, reconstruction, operation, maintenance and decommissioning of the WCID System
could be more efficiently conducted as a joint endeavor of Austin and Round Rock.
WHEREAS, as a consequence of such determination and by virtue of that certain
"Agreement for Termination of Brushy Creek Regional Wastewater Disposal Agreement"
effective September 19, 1994, as amended on September 18, 1995 and March _, 1996 (the
"Termination Agreement "), Austin, Round Rock and the WCID have set forth terms and
conditions for termination of the Wastewater Disposal Agreement, for transfer of all WCID
System assets acquired or constructed by the WCID to Austin and Round Rock and for
assumption by Austin and Round Rock of all WCID System obligations, liabilities and responsi-
bilities.
WHEREAS, pursuant to the Wastewater Disposal Agreement, Round Rock had agreed
that a portion of the Round Rock wastewater system known as the East Round Rock Wastewater
Treatment Plant, plant site and appurtenances (the "East Plant "), would be dedicated to and
become a part of the Regional System and that the first phase of the WCID System treatment
plant would include the phased integration of the East Plant into the WCID System treatment
plant.
WHEREAS, subsequent to the execution of the Termination Agreement, Round Rock also
determined it feasible and prudent to rehabilitate the Round Rock West Wastewater Treatment
Plant (hereafter, the "West Plant ") and increase Round Rock's participation in the WCID System
to accommodate the treatment of wastewater flows treated at its West Plant pending that plant's
rehabilitation.
WHEREAS, patterns of growth and wastewater volumes have not occurred in the Brushy
Creek watershed as anticipated at the time of execution of the Wastewater Disposal Agreement,
making it necessary to revise the previous engineering projections of wastewater transportation
and treatment needs in the Brushy Creek watershed.
WHEREAS, Austin and Round Rock desire to proceed with termination of their previous
relationship with the WCID.
WHEREAS, however, there remains a need to establish in the portion of the Brushy
Creek watershed upstream of the East Plant, generally in the area outlined in the Engineering
Report (as hereinafter defined), a regional wastewater collection, treatment and disposal system
for the purpose of providing facilities to adequately receive, transport, treat and dispose of
wastewater in such area.
WHEREAS, the Texas Water Development Board has, pursuant to Chapter 26, Texas
Water Code, declared this area of the Brushy Creek watershed to be in need of a regional
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wastewater collection, treatment and disposal system [31 T.A.C. §351.111 - 351.113, adopted
10 Tex. Reg. 3217 (8- 23- 1985)].
WHEREAS, each of the Customers desires to accomplish the implementation of a
regional wastewater collection, treatment and disposal system for the benefit of the Customers
and Additional Customers (as hereafter defined).
WHEREAS, the collective financial, engineering and operational resources and expertise
of LCRA and BRA, acting in furtherance of the purposes of the Alliance, can be utilized to
assist in the implementation of the regional wastewater collection, treatment and disposal system
(hereafter, the "System ") which the Customers desire to have implemented.
WHEREAS, LCRA and BRA, acting in furtherance of the purposes of the Alliance, are
agreeable to providing such resources and expertise.
WHEREAS, because of anticipated rapid growth of the population to be served by the
System, it is desirable that some of the facilities, particularly those related to the transportation
of wastewater, needed to be completed as part of the initial phase of the System which
Customers desire to be implemented should be sized so as to be capable of handling larger
quantities of wastewater than are being generated under existing conditions.
WHEREAS, Austin, Round Rock and the WCID are implementing the Termination
Agreement which will result in Austin and Round Rock owning, jointly and severally, all of the
assets formerly held by the WCID as part of the WCID System.
WHEREAS, subsequent to implementation of the Termination Agreement, Austin intends
to transfer to Cedar Park an undivided interest in certain of the assets then owned by Austin as
a result of implementation of the Termination Agreement and Austin's participation in efforts
to implement the WCID System, all as contemplated in that certain "Agreement" between Austin
and Cedar Park dated January 11, 1996, relating to such matters and the transfer of certain lands
from the extraterritorial jurisdiction of Austin to the extraterritorial jurisdiction of Cedar Park
(the "Austin /Cedar Park Transfer Agreement ").
WHEREAS, upon implementation of the Termination Agreement and the Austin /Cedar
Park Transfer Agreement, Austin, Cedar Park and Round Rock will each own undivided
interests in certain of the assets formerly utilized in connection with the WCID System, and
Austin and Round Rock will also own, individually, certain other assets associated with the
WCID System.
WHEREAS, Austin is willing to allow LCRA to acquire certain of these wastewater
related assets as more particularly described on Exhibit _ hereto (hereafter, the "Austin
Regional System Assets ") as provided in that certain "Agreement for Acquisition of Wastewater
System Assets" between Austin and LCRA of even date herewith (the "Austin /Alliance
Acquisition Contract ") to be utilized by BRA and LCRA, in furtherance of the purposes of the
Alliance, in connection with and to be part of the System.
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WHEREAS, Round Rock is willing to allow LCRA to acquire certain of these wastewater
related assets as more particularly described on Exhibit _ hereto (hereafter, the "Round Rock
Regional System Assets ") as provided in that certain "Agreement for Acquisition of Wastewater
System Assets" between Round Rock and LCRA of even date herewith (the "RR/Alliance
Acquisition Contract") to be utilized by BRA and LCRA, in furtherance of the purposes of the
Alliance, in connection with and to be part of the System.
WHEREAS, Cedar Park is willing to allow LCRA to acquire certain of these wastewater
related assets as more particularly described on Exhibit _ hereto (hereafter referred to as the
"Cedar Park Regional System Assets ") to LCRA as provided in that certain "Agreement for
Acquisition of Wastewater System Assets" between Cedar Park and LCRA of even date herewith
(the "CP/Alliance Acquisition Contract ") to be utilized by BRA and LCRA, in furtherance of
the purposes of the Alliance, in connection with and to become part of the System.
WHEREAS, the Customers desire to discharge wastewater from their wastewater
collection systems into the System, which System is proposed to be acquired and construction
thereof continued by LCRA, acting in furtherance of the purposes of the Alliance, as described
in the Engineering Report, in order to achieve efficiencies of cost and operation and to protect
and preserve the environment of the Brushy Creek watershed.
WHEREAS, LCRA, acting in furtherance of the purposes of the Alliance, is willing to
acquire, construct, improve and expand the System to receive Wastewater from the Customers'
wastewater collection systems and BRA, acting in furtherance of the purposes of the Alliance,
is willing to operate the System in order to treat and dispose of such Wastewater.
WHEREAS, in that connection, LCRA is willing to provide engineering, technical and
other assistance for the System and to advance financial assistance by providing that the System
will be part of the "LCRA System" as now or hereafter defined in the resolutions authorizing
and goveming LCRA's Priority Revenue Bonds, LCRA's Junior Lien Revenue Bonds and
LCRA's Commercial Paper Notes (collectively, the "LCRA Debt ').
WHEREAS, BRA, acting in furtherance of the purposes of the Alliance, is willing to
operate and maintain the System in order to receive wastewater from the Customers' wastewater
collection systems and to treat and dispose of such wastewater.
WHEREAS, BRA, LCRA and the Customers are authorized to make this Agreement
under the provisions of Chapter 30, Texas Water Code; Section 791.026, Texas Government
Code; and other applicable provisions of state law.
WHEREAS, the parties hereto recognize:
(a) That LCRA and BRA, acting in furtherance of the purposes of the
Alliance, will use the payments to be received under this Agreement for the payment of
the expenses of acquiring, constructing, financing and operating the System and for
ultimate repayment to LCRA of the funds advanced;
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(b) That contracts similar to this Agreement may be executed in the future
between LCRA, BRA and Additional Customers to expand or otherwise utilize the
System;
(c) That LCRA and BRA, acting in furtherance of the purposes of the
Alliance, may use funds of one or both or proceeds of Bonds (as herein defined) sold by
one or both to raise funds to finance the acquisition and construction of the System and
to initially fund the Repair and Replacement Reserve Fund.
(d) That BRA, acting in furtherance of the purposes of the Alliance, intends
to use funds supplied by BRA to initially fund the Operation and Maintenance Reserve
Fund for the System.
(e) That LCRA (and, under certain circumstances, BRA), acting in furtherance
of the purposes of the Alliance, may use its own funds or issue Bonds from time to time
in the future to repair, replace, restore, expand, extend, enlarge and improve the System,
both for provision of better service to the Customers and the provision of service. to
Additional Customers; and
(f) That LCRA, BRA and the Customers are subject to all valid rules,
regulations and requirements of the Texas Natural Resource Conservation Commission,
the Environmental Protection Agency and such State, federal and local laws, rules and
regulations as now exist or may be enacted during the term of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, LCRA and BRA, each acting in furtherance of the purposes of the Alliance, and the
Customers do hereby contract and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. DEFINITION OF TERMS. Terms and expressions as used in this
Agreement, unless the context clearly shows otherwise, shall have the following meanings:
(a) "Accumulated Coverage" means the amounts, together with interest
earnings thereon, received by LCRA or BRA from Capital Charges consisting of the
coverage requirements specified in subsection (iii) of the definition of Bond Costs herein,
which shall, subject to- the provisions of any covenants contained in the resolutions
authorizing and governing the LCRA Debt, be accumulated for and inure to the benefit
of the System and be used by LCRA or BRA for the purpose of paying future Project
Costs.
(b) "Additional Customer" means any party, excluding initial Customers, with
whom LCRA and BRA make a contract substantially in form and substance restating this
Agreement for receiving, transporting, treating and disposing of wastewater through the
System.
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(c) "Advisory Committee" means the committee created by Article X of this
Agreement.
(d) "Agreement" means this agreement.
(e) "Annual Operation and Maintenance Expense Requirement" means the
annual amount, as provided in Article VII, budgeted for all Operation and Maintenance
Expenses during any Fiscal Year. The Annual Operation and Maintenance Expense
Requirement does not include any portion of the Annual Project Requirement.
(f) "Annual Project Requirement" means the annual amount, as provided in
Article VII, budgeted for the capital related costs of the System, including, without
limitation, that year's Bond Costs, any GIF Advance Costs, and the LCRA Management
Fee. The Annual Project Requirement does not include any portion of the Annual
Operation and Maintenance Expense Requirement.
(g) "Annual Project Requirement - Downstream Collection System" means that
portion of the Annual Project Requirement attributable to the Downstream Collection
System in accordance with the provisions of Section 7.04.
(h) "Annual Project Requirement - Treatment Facilities" means that portion
of the Annual Project Requirement attributable to the Treatment Facilities in accordance
with the provisions of Section 7.04.
(i) "Annual Project Requirement - Upstream Collection System" means that
portion of the Annual Project Requirement attributable to the Upstream Collection
System in accordance with the provisions of Section 7.04.
(j) "Austin" means the City of Austin.
(k) "Austin /Cedar Park Transfer Agreement" means that certain "Agreement"
entered into on January 11, 1996, between Austin and Cedar Park relating to the transfer
of certain land from the extraterritorial jurisdiction of Austin to the extraterritorial
jurisdiction of Cedar Park.
(1) "Austin /Alliance Acquisition Contract" means that certain "Agreement for
Acquisition of Wastewater System Assets" of even date with this Agreement between
Austin and LCRA providing for the transfer of the Austin Regional System Assets.
(m) "Austin Regional System Assets" means the land, wastewater facilities and
property rights to be sold and /or leased by Austin to LCRA pursuant to the terms of the
Austin /Alliance Acquisition Contract.
(n) "Bond" means any bond, note or other evidence of indebtedness to be
issued by LCRA or BRA pursuant to this Agreement to provide temporary, interim or
permanent financing for the acquisition, construction, expansion, extension, enlargement,
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improvement or repair of the System, whether one or more issues, or any bond issued
to refund the same, or issued for any purpose necessary to acquire, construct, expand,
extend, enlarge, improve or repair the System, but does not include any other bonds of
LCRA or BRA issued heretofore or hereafter for any other LCRA or BRA purpose.
(o) "Bond Costs" means (i) the payments due with respect to Bonds, including
the principal of and redemption premium, if any, and the interest on Bonds, if any,
issued by LCRA or BRA as such become due during any Fiscal Year, less interest to be
paid out of Bond proceeds as permitted by the Bond Resolution; plus the amounts, if any,
required to be deposited to restore any deficiency in the debt service reserve fund in
accordance with the provisions of the Bond Resolution; plus (ii) any amounts required
to pay charges, fees or expenses of any trustee, paying agent or registrar for the Bonds;
plus (iii) the larger of the amount necessary to provide for any required coverage on any
proposed or outstanding Bonds or the amount necessary to provide the coverage specified
below, which amount the parties agree is appropriate and reasonable in any event to
prudently finance the System:
(1) FY 1997: 1.02 times that year's principal and interest on any
outstanding Bonds;
(2) FY 1998: 1.04 times that year's principal and interest on any
outstanding Bonds;
(3) FY 1999: 1.06 times that year's principal and interest on any
outstanding Bonds;
(4) FY 2000: 1.08 times that year's principal and interest on any
outstanding Bonds;
(5) FY 2001 and beyond: 1.10 times that year's principal and interest
on any outstanding Bonds.
(p) "Bond Issuance Costs" means all reasonable costs associated with the
authorization, issuance, sale and delivery of the Bonds, including all legal, financial
advisory, engineering, rating, credit enhancement and similar fees related thereto,
expenses of printing the Bonds, expenses to retain a trustee, paying agent or registrar for
the Bonds, advertising expenses, capitalized interest and all other out -of- pocket expenses
directly related to the authorization, issuance, sale and delivery of the Bonds.
(q) ' "Bond Resolution" means any resolution of the Board of Directors of
LCRA or BRA authorizing the issuance of Bonds and providing for their security and
payment, as such resolution may be amended from time to time as therein permitted;
without limitation, "Bond Resolution" shall include any trust indenture pursuant to which
the Bonds are issued.
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(r) "BRA Management Fee" means a fee of seven percent (7 %) of the
amounts (other than the BRA Management Fee) budgeted for the Annual Operation and
Maintenance Expense Requirement each year.
(s) "Capital Charge" means the amount to be paid each month calculated in
accordance with Section 7.04 of this Agreement and owed by each of the Customers and
Additional Customers to pay for the Annual Project Requirement.
(t) "Cedar Park" means the City of Cedar Park.
(u) "Cedar Park Regional System Assets" means the land, wastewater facilities
and property rights to be sold by Cedar Park to LCRA pursuant to the terms of the
CP /Alliance Acquisition Contract.
(v) "Cedar Park Treatment Plant" means Cedar Park's existing 2.5 MGD
wastewater treatment plant located at , which is proposed to be
acquired by LCRA pursuant to the CP /Alliance Acquisition Contract.
(w) "Commission" means the Texas Natural Resource Conservation
Commission.
(x) "Contractual Flow" means, for any particular Customer, the amount of
Wastewater projected to be discharged by that Customer in a particular year (initially,
in the amounts set forth on Exhibit _J or such other amount as may be required or
permitted to be established pursuant to Section 7.04.
(y) "CP /Alliance Acquisition Contract" means that certain "Agreement for
Acquisition of Wastewater System Assets" dated of even date with this Agreement
between Cedar Park and LCRA providing for the sale of certain wastewater treatment
assets by Cedar Park to LCRA.
(z) "Customers" means Austin, Cedar Park and Round Rock.
(aa) "Downstream Collection System" means that portion of the System
consisting of the System's interceptor line from Node B -3 downstream to the East Plant,
as described in the Engineering Report.
(bb) "East Plant" means Round Rock's 2.5 MGD wastewater treatment plant
and appurtenances Located at , and any improvements or
expansions thereto currently under design, engineering or construction by Round Rock
or the WCID.
(cc) "Engineering Report" means the report prepared by LCRA entitled
dated 1996, hereby
incorporated herein by reference, which defines the elements of the System currently
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contemplated, the estimated construction costs, the proposed construction schedule and
other pertinent matters.
(dd) "EPA" means the United States Environmental Protection Agency.
(ee) "Expansion" means any facilities or equipment which constitute an
expansion, extension or enlargement beyond Phased I and II of the System.
(ft) "Expansion Year" means a year in which an Expansion of the Treatment
Facilities of the System is projected to be needed (initially, in the years indicated in
Exhibit or such other year as may be required or permitted to be established
pursuant to Section 7.04.
(gg) "Fiscal Year" means the twelve (12) month period beginning September 1
of each year.
(hh) "Flow Charge" means the amount to be paid each month by each
Customer and each Additional Customer calculated in accordance Section 7.05 of this
Agreement and owed by each of the Customers and Additional Customers to pay for the
Annual Operation and Maintenance Expense Requirement.
(ii) "Funding" means the receipt from time to time by LCRA or BRA of the
funds necessary to pay the Project Costs.
(jj) "Funding Date" means the date or dates on which a Funding occurs.
(kk) "GIF" means the LCRA System General Improvement Fund created with
respect to the LCRA System in the resolutions authorizing and creating the LCRA Debt.
(11) "GIF Advance" means a payment for any Project Cost by LCRA from the
GIF, other than payments from Accumulated Coverage.
(mm) "GIF Advance Costs" means the annual payments due from the Customers
and Additional Customers with respect to a GIF Advance which amount shall consist of
repayment of principal amounts advanced and carrying costs thereon amortized over a
period substantially the same as if such amounts had been borrowed at the then current
market interest rate and for a term of years by a governmental entity similar to LCRA
and with a similar credit rating for a project similar to the System, and coverage on such
annual amount calculated in the manner set forth in the definition of Bond Costs.
(nn) "Initial Funding(s)" means the Funding(s) scheduled to occur beginning
on or about July 1, 1996, and continuing thereafter as necessary to accomplish
implementation of the RR/Alliance Acquisition Contract, the Austin /Alliance Acquisition
Contract and the CP /Alliance Acquisition Contract and to design and construct the
remainder of Phase I of the System.
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(oo) "Initial Funding Date(s)" means the dates of the Initial Funding(s).
(pp) "Interim Agreement" means that certain "Interim Wastewater Disposal
Agreement" dated January 30, 1989, between Austin, Round Rock and the WCID, and
providing for the use by the WCID of certain interim wastewater transportation and
treatment services from Round Rock.
(qq) "LCRA Debt" means LCRA's Priority Revenue Bonds, LCRA's Junior
Lien Revenue Bonds and LCRA's Commercial Paper Notes.
(rr) "LCRA Management Fee" means the fee to be paid to LCRA pursuant to
Section 7.05 of this Agreement.
(ss) "LCRA System" means the properties or interests therein owned by LCRA
and now or hereafter defined as the LCRA "System" in the resolutions authorizing and
governing the LCRA Debt.
(tt) "Month" means a calendar month.
(uu) "1988 Agreement" means that certain "Wastewater Disposal Agreement"
dated April 11, 1988, between Austin, Round Rock and the WCID.
(vv) "Operation and Maintenance Expense" means all direct and indirect costs
of operation and maintenance of the System incurred by BRA or LCRA including, but
not limited to:
(1) repairs and replacements to the extent not:
(i) paid from the Repair and Replacement Reserve Fund;
(ii) paid from the Operation and Maintenance Reserve Fund; or
(iii) repayable as part of Annual Project Requirement;
(2) costs of maintaining any permits or licenses necessary to own,
operate and maintain the System;
(3) costs of labor, materials, utilities, supervision, engineering,
accounting, auditing, legal and professional services, workers compensation
insurance premiums for the System, property damage insurance premiums for the
System and liability insurance premiums for the System;
bilities;
(4) expenses of the Advisory Committee in fulfilling its responsi-
(5) BRA's and LCRA's costs of complying with this Agreement,
including, but not limited to, its mediation provisions;
(6) such other costs or expenses as may be imposed upon LCRA or
BRA in connection with fulfillment of their obligations under this Agreement as
a result of laws, regulations or requirements of the State of Texas, the United
States, or of any agency or governmental subdivision of the State of Texas or any
agency of the United States having jurisdiction;
(7) costs of any other tools, supplies, inventory, services and
equipment, together with administrative costs not otherwise included in this
definition necessary for proper operation and maintenance of the System;
(8) payments made by LCRA or BRA in satisfaction of judgments
resulting from or settlement of claims not covered by the insurance maintained
by LCRA or BRA or not paid by one particular Customer or Additional Customer
arising in connection with the operation and maintenance of the System;
(9) any and all expenses incurred by LCRA or BRA in connection with
any litigation or administrative proceedings of any nature whatsoever concerning
the System or LCRA's or BRA's responsibilities hereunder to any person, entity
or party hereto;
(10) the cost of restoration of the Operation and Maintenance Reserve
Fund after expenditures are made therefrom with any such replenishment amounts
to be amortized over a reasonable period of time at a reasonable carrying cost;
and
(11) the BRA Management Fee.
Depreciation shall not be considered an item 'of Operation and Maintenance Expense.
Operation and Maintenance Expenses shall not include any Project Costs.
(ww) "Operation and Maintenance Reserve Fund" means the fund in an amount
adjusted annually by BRA to equal one -sixth (1/6) of the Annual Operation and
Maintenance Expense Requirement in order to provide moneys to operate and maintain
the System in the event current revenues of the System are insufficient to meet the
Operation and Maintenance Expenses of the System or pending receipt of payments from
Customers and Additional Customers required hereunder.
(xx) "Phase I of the System" means the facilities described in the Engineering
Report, consisting of the assets to be initially transferred or sold to LCRA by Austin,
Cedar Park and Round Rock and the remaining facilities anticipated to be augmented,
improved, completed or constructed by LCRA during the period immediately following
execution of this Agreement.
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(yy) "Phase II of the System" means the facilities described in the Engineering
Report and consists of those improvements that (i) extend and enlarge the System to
provide expanded service to the Cedar Park city limits beyond the present capacity of
Cedar Park's Treatment Plant and (ii) relieve the Onion Branch Pumpover.
(zz) "Point of Entry" means a point at which Wastewater enters the System.
(aaa) "POTW" means publicly owned treatment works as defined in 40 CFR
405.5(a).
(bbb) "Project Costs" means all acquisition, construction and reconstruction costs
as those terms are generally understood in standard accounting practice as applied to
projects of the nature of the System and Bond Issuance Costs, if Bonds are issued to pay
the Project Costs; and without limiting the generality of the foregoing, the term shall
include the costs of obtaining all licenses and permits; purchase of equipment, property,
rights in property, costs of land, easements and rights -of -way, including damages to land
and property; engineering, inspections, administrative, auditing, legal expenses incurred
in connection with the planning, development, acquisition and construction of the System;
any and all tools and equipment required for the operation and maintenance of the
System; costs of the same nature for any expansion, extension, enlargement, improve-
ment or replacement of the System; the costs of establishing and replenishing the Repair
and Replacement Reserve Fund; legal and other expenses incurred by LCRA or BRA in
accomplishing the acquisition or construction of the System including any and all
expenses incurred by LCRA or BRA in connection with any litigation or administrative
proceedings of any nature whatsoever concerning the acquisition or construction of
System or responsibilities of LCRA or BRA hereunder to any person, entity or party
hereto. Project Costs will not include any Operation and Maintenance Expenses.
(ccc) "Repair and Replacement Reserve Fund" means the fund, to be established
initially by LCRA, in an amount of one percent (1 %) of the Project Costs expended at
any given time or such other amount as LCRA and BRA may jointly determine to be
appropriate given the age, condition and size of the System, and additional similar funds
established by BRA or LCRA, the moneys from which will be used to pay costs of major
repairs or replacements of the System which are such that they should be spread over a
number of years rather than paid as a part of the Operation and Maintenance Expense in
a single year.
•
(ddd) "Round Rock" means the City of Round Rock.
(eee)• "Round Rock Regional System Assets" means the land, wastewater
facilities and property rights to be sold by Round Rock to the Alliance pursuant to the
terms of the RR/Alliance Acquisition Contract.
(fff) " RR/Alliance Acquisition Contract" means that certain "Agreement for
Acquisition of Wastewater System Assets" of even date with this Agreement between
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Round Rock and LCRA providing for the sale and /or lease of the Round Rock Regional
System Assets.
(ggg) "System" means all of the facilities for receiving, measuring, transporting,
treating and disposing of Wastewater primarily from Customers and Additional
Customers generally in the Brushy Creek watershed, together with any expansions,
extensions, enlargements or improvements to said facilities and any replacements of said
facilities constructed or otherwise incorporated into said facilities in the future, which
facilities are to be owned by LCRA and to be operated and maintained by BRA as
provided herein.
(hhh) "Termination Agreement" means that certain "Agreement for Termination
of Brushy Creek Regional Wastewater Disposal Agreement" dated effective Septem-
ber 19, 1994, and amended on September 18, 1995, and March 1996, between
Austin, Round Rock and the WCID, setting forth the terms and conditions for termina-
tion of the Wastewater Disposal Agreement and providing for certain other matters.
(iii) "Treatment Facilities" means any wastewater treatment and disposal
facilities acquired or constructed by LCRA or BRA to comprise a part of the System,
including, without limitation, the West Plant, the East Plant and the Cedar Park
Treatment Plant, together with any extensions, improvements, expansions or betterments
thereof, or any additional similar facilities acquired or constructed by LCRA or BRA to
be employed in connection with the System.
(jjj) "Upstream Collection System" means that portion of the System consisting
of the System's interceptor line from Node B -3 upstream, as described in the Engineering
Report.
(kick) "Wastewater" means liquid and water carried waste discharged from
sanitary conveniences of dwellings, business buildings, institutions and the like including
garbage which has been shredded to such degree that all particles will be carried freely
under flow conditions normally prevailing in public sewers, with no particle greater than
one -half (1/2) inch in any dimension and the liquid wastes from industrial processes, and
includes any infiltration water that has migrated from the ground into the System.
(111) "Wastewater Disposal Agreement" means the 1988 Agreement and
Amendment No. 1 thereto, dated on or about January 30, 1989, between Austin, Round
Rock and the WCID.
(mmm) "WCID" means the Brushy Creek Water Control and Improvement
District No. 1 of Williamson and Milam Counties.
(nnn) "WCID System" means the regional wastewater transportation and
treatment system being acquired, constructed and implemented by the WCID under the
Wastewater Disposal Agreement including the Regional System Assets.
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(000) "West Plant" means Round Rock's 3.0 MGD wastewater treatment plant
and appurtenances located at
Section 1.02. INTERPRETATION. Terms used in this Agreement with initial letters
capitalized and not otherwise defined in this Agreement have the meanings assigned to them in
Section 1.01. Except where the context otherwise requires, words imparting the singular
number shall include the plural number and vice versa. Reference to any document means that
document as amended or supplemented from time to time. Reference to any party or
governmental regulatory agency means that entity and its successors and assigns.
ARTICLE II
DESIGN, ACQUISITION AND
CONSTRUCTION OF SYSTEM BY THE ALLIANCE
Section 2.01. GENERAL. In order to provide services for receiving, transporting,
treating and disposing of Wastewater for the Customers and Additional Customers, LCRA will
design and acquire or construct the System as described in the Engineering Report, will acquire
all necessary lands, easements and rights -of -way, and from time to time will expand, extend,
enlarge, improve and repair the System. LCRA shall exercise due diligence to complete
acquisition and construction of phases of the System as set forth in the Engineering Report.
BRA shall operate and maintain the System.
Section 2.02. ACQUISITION AND CONSTRUCTION OF PHASE I OF THE
SYSTEM. LCRA and the Customers agree to proceed as expeditiously as possible to
consummate the transactions contemplated in the RR/Alliance Acquisition Contract, the
Austin /Alliance Acquisition Contract and the CP /Alliance Acquisition Contract. It is anticipated
that the Initial Funding for each of these contracts is, respectively, July 12, 1996; September 1,
1996; and September 1, 1996. Subject to execution of this Agreement and the CP /Alliance
Acquisition Contract by Cedar Park, LCRA further agrees to proceed promptly with the
acquisition and construction of the remainder of Phase I of the System as described in Article
VI and to complete construction of Phase I (or other interim facilities, if appropriate) within two
(2) years thereafter as necessary to the performance of its obligations hereunder subject to the
provisions of Section 2.05 of this Agreement. Neither LCRA nor BRA shall be liable to the
Customers for any damages occasioned by delay in the commencement of service to the
Customers.
Section 2.03. PERMITS. LCRA shall obtain and hold all permits and governmental
approvals required for construction and ownership of System. BRA shall hold all permits and
approvals for operation of the System. If, by virtue of regulatory, legal, financial or other
requirements, it is necessary or appropriate that any such permit or approval should be held
jointly in order for LCRA to own facilities operated by BRA, LCRA and BRA agree to fully
cooperate with each other in efforts to obtain, hold and comply with such permits or approvals.
Section 2.04. PAYMENT OF PROJECT COSTS. LCRA agrees that the System will
be part of the LCRA System and that LCRA will pay all Project Costs related to the construction
and acquisition of the System, or any Expansion thereof, from sources utilized by LCRA for
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construction, acquisition and expansion of the LCRA System and in a manner which is
financially prudent for both the LCRA System and the System. Such payment may be made
from the proceeds of Bonds, from a GIF Advance, or from Accumulated Coverage. LCRA will
inform the Advisory Committee of the source(s) of funds to be used to pay Project Costs, of the
amortization and carrying costs to be utilized in connection therewith, if appropriate, and the
anticipated effect of same on the Annual Project Requirement.
Notwithstanding anything in this Agreement to the contrary, it is specifically agreed that
Austin may, by giving ninety (90) days written notice ti) LCRA and BRA prior to a Funding of
Project Costs for construction of all or any part of the Upstream Collection System, elect to pay
its prorata share of any such Project Costs. To the extent Austin pays such costs, it shall not
be charged any Capital Charge related to such portion of the Project Costs paid by it. LCRA
or BRA, as appropriate, shall notify Austin at least sixty (60) days prior to a Funding Date of
the amount required to be paid by Austin for its prorata share of such Project Costs, and Austin
shall pay its prorata share on the Funding Date. Notwithstanding any such payment by Austin,
legal title to any collection system lines, easements or property rights acquired or constructed
as a result of payments by Austin shall be and remain in LCRA or BRA, as appropriate.
Section 2.05. CONDITIONS PRECEDENT TO SERVICE. It is expressly understood
and agreed that any obligation on the part of LCRA to acquire and construct, and BRA to
operate, the System or all or part of Phase I thereof, as appropriate, shall be conditioned upon
the following:
(a) LCRA's obtaining sufficient funds to pay the Project Costs of the System,
or all or part of Phase I thereof, as appropriate;
(b) LCRA's ability to reasonably obtain all sites, rights -of -way, easements,
labor, equipment and materials required for acquisition or construction of the System,
or all or part of Phase I thereof, as appropriate;
(c) BRA's and LCRA's obtaining all permits, approvals and licenses required
to acquire, construct or operate the System, or all or part of Phase I thereof, as
appropriate, including waste discharge permits issued by the Texas Natural Resource
Conservation Commission or its successors and /or the United States Environmental
Protection Agency;
(d) before Wastewater service is commenced from the System to Round Rock
or any Customer, consummation of the Termination Agreement and the RR/Alliance
Acquisition Contract in accordance with the provisions thereof;
(e) before Wastewater service is commenced from the System to Austin,
consummation by all parties of the matters described in subsection (d) above and the
Austin /Alliance Acquisition Contract in accordance with the provisions thereof; and
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(f) before Wastewater service is commenced from the System to Cedar Park,
consummation by all parties of the matters described in subsection (d) above and the
CP /Alliance Acquisition Contract in accordance with the provisions thereof.
Section 2.06. ALLL{1NCE MODIFICATIONS. BRA and LCRA may jointly modify
their respective responsibilities to each other under this Agreement without approval of the
Customers to the extent that such modification does not adversely affect service to the
Customers.
ARTICLE III
OPERATION OF SYSTEM BY BRA
Section 3.01. OPERATION. The System shall be operated by BRA. As the transactions
in which LCRA is acquiring the assets of the System are closed, possession of the assets being
acquired by LCRA for use in operation of the System shall be made available to BRA.
Possession of facilities to be constructed by LCRA in connection with the remainder of Phase
I or in connection with Phase II or any Expansion shall be made available to BRA as same
become useful in operation of the System.
Section 3.02. COMPBt'1'1IVE BIDS. Costs to Customers and Additional Customers for
Operation and Maintenance Expenses shall be of primary importance to BRA. Should a private
operator be conducting the day - to-day operation of any facilities to be purchased by LCRA for
incorporation into the System at the time such facilities are delivered to BRA for operation, BRA
will, upon termination of the arrangements under which such private operator is engaged at the
time of the delivery, estimate the annual cost of operation if BRA, itself, should undertake day -
to -day operation of such facilities and compare such estimated costs with the costs of continued
day -to -day operation by such private operator and will endeavor to make arrangements for
continued day -to -day operation by the private operator if the comparison indicates that such
continued day -to -day operation will result in lower costs than those estimated to be incurred if
the day -to -day operation is undertaken by BRA using its own employees. Additionally, BRA
will evaluate taking competitive bids or proposals for day -to -day operation of the System
(1) upon specific request made by the Advisory Committee, provided that such requests shall
be made no more frequently than once in every five -year period and (b) at any time when there
is any increase in Operation and Maintenance Expense (exclusive of any items of such expense
resulting from regulatory requirements and of increases in expenses, such as rates for electric
power which are almost "completely beyond the control of the operator) during the most recent
audited Fiscal Year over Operation and Maintenance Expense for the Fiscal Year next preceding
such audited Fiscal Year which is more than 150% of any increase in the Consumer Price Index
for Urban Wage Earners and Clerical Workers (CPI -W) between the last day of the earlier and
the later of such two Fiscal Years. If competitive bids or proposals are taken pursuant to the
preceding sentence, BRA may estimate the cost of day -to -day operation of the System with its
own employees and day - to-day operation shall be contracted to a private operator only if
Operation and Maintenance Expense will be reduced by acceptance of the lowest responsible bid
or proposal below Operation and Maintenance Expense reasonably estimated by BRA to result
from conduct of such day -to -day operation with its own employees.
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Section 3.03. PAYMENTS TO BRA FOR OPERATION OF SYSTEM. Pursuant to the
understanding between BRA and LCRA, acting in furtherance of the purposes of the Alliance,
BRA's portion of the Annual Operation and Maintenance Expense Requirement of the System,
including the BRA Management Fee shall be remitted to BRA by LCRA within one working day
after receipt of any corresponding Flow Charges by LCRA.
Section 3.04. BRA MANAGEMENT FEE. The BRA Management Fee shall constitute
a regional fee which BRA expects to utilize in furtherance of its efforts to continue to provide
additional services to residents of the Brazos River Basin.
Section 3.05. COOPERATION DURING MAINTENANCE OR EMERGENCY.
Customers will cooperate with BRA during periods of an emergency or required maintenance
and, if necessary, will discontinue, cycle, test, inspect, or otherwise operate and maintain their
wastewater facilities at their expense in a manner determined by BRA to be necessary to the safe
and efficient completion of repairs or the replacement of facilities, the restoration of service, and
the protection of the public health, safety, and welfare.
a. Into Phase I:
ARTICLE IV
DISCHARGE OF WASTEWATER AND METERING
Section 4.01. DISCHARGE QUANTITIES. The Customers shall have the right to
discharge Wastewater into the System under this Agreement up to the amounts (based on average
daily flows over any thirty (30) day period) described below in each respective phase of the
System as described in the Engineering Report.
• Round Rock 8.7 MGD
• Austin 1.2 MGD
• Cedar Park .5 MGD at Onion Branch Lift Station (when construction
of Phase I is completed)
2.5 MGD at the existing Cedar Park Treatment
Plant
b. Upon completion of construction of Phase II of the System:
• Round Rock 8.7 MGD
• Austin 1.8 MGD
• Cedar Park 5.6 MGD
c. Upon completion of an Expansion as proposed in the Engineering Report, each
Customer shall be entitled to discharge Wastewater into the System in an amount equal to the prdluc�dZ
Customer's Contractual Flow 4 ,,,;,, y el l ,ls i G',)k C) 1
pahplIdl °vat 1-L 0+!04 1 .' 363;
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Section 4.02. DISCHARGE QUALITY. The Customers shall have the right to discharge
Wastewater into the System meeting the requirements of quality as set forth in this Agreement
and in regulations to be adopted from time to time as described in Article V.
Section 4.03. POINT(S) OF ENTRY. Each Customer shall discharge its Wastewater
at a Point or Points of Entry designated for each Customer in the Engineering Report, or at such
additional Points of Entry as may be mutually agreed upon by BRA, LCRA and any Customer
utilizing such Point of Entry. It shall be the sole responsibility of each Customer to convey its
Wastewater to the Point or Points of Entry.
Section 4.04. RATE AND QUANTITY AT POINT(S) OF ENTRY. The rate and
quantity of Wastewater conveyed to the Point or Points of Entry by each Customer shall be
metered. BRA, LCRA and the Customers will cooperate in good faith to design the Points of
Entry to be at appropriate sizes and in appropriate locations to receive the Customers'
Contractual Flows. Each Customer's maximum discharge rate at any particular Point of Entry
shall not exceed a rate which if continued for a period of twenty -four (24) hours would equal
three and one -half (3.5) times such Customer's estimated portion of its Contractual Flow to be
discharged at that Point of Entry.
Section 4.05. SYSTEM LIMITATIONS. LCRA and BRA shall be obligated to receive
into the System at the Points of Entry only Wastewater meeting the quantity limits and quality
requirements of Sections 4.01 -4.04 of this Agreement; provided, however, (i) the total quantity
of Wastewater discharged into the System shall never exceed the amount which the System is
capable of receiving, treating, and disposing, and (ii) no discharge will be made into the System
which would cause it to be overloaded or be in violation of its permits from the State of Texas
and /or the United States of America.
Section 4.06. LIABILITY FOR DAMAGES AND RESPONSIBILITY FOR TREAT-
MENT AND DISPOSAL OF WASTEWATER. Liability for damages arising from the
reception, transportation, delivery and disposal of all Wastewater discharged hereunder shall
remain with each Customer to the Points of Entry, and upon passing through the Points of
Entry, liability for such damages shall, except as provided below, pass to BRA, who shall be
responsible for the proper reception, transportation, treatment and disposal of all such
Wastewater, meeting the applicable quality standards, received by it at the Points of Entry. As
between the parties, each party hereto agrees to save and hold the other parties harmless from
all claims, demands and causes of action which may be asserted by anyone on account of the
reception, transportation, delivery and disposal of Wastewater while the Wastewater is in the
control of such party, provided that if and to the extent that any such claims, demands and
causes of action arising or alleged to arise while the Wastewater is in the control of BRA result
or are alleged to result from failure of Wastewater discharged into System by a Customer or an
Additional Customer to comply with the requirements of quality made herein, BRA shall have
no hold - harmless obligation to, and shall be held harmless by, such Customer or Additional
Customer with respect to any such claims, demands or causes of action. Costs incurred by BRA
under the two sentences next preceding shall constitute an Operation and Maintenance Expense.
The covenants made in this section are not made for the benefit of any persons who are not
parties to this Agreement or who are not Additional Customers.
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Section 4.07. METERING. Except as otherwise agreed between the parties in writing,
LCRA will furnish and install at its expense, and BRA will operate and maintain at its expense,
at each Point of Entry the necessary equipment and devices of standard type for measuring
properly all Wastewater to be discharged under this Agreement as such devices are specified in
the Engineering Report. Such meters and other equipment shall remain the property of LCRA
and constitute a portion of the System. The Customers or Additional Customers shall have
access to such metering equipment at all reasonable times for inspection and examination, and
the reading, calibration and adjustment thereof shall be done by employees or agents of BRA
in the presence of a representative of any Customer or Additional Customer if requested by the
Customer or Additional Customer. All readings of meters will be entered upon proper books
of record or in computer records maintained by BRA and a copy or printout of said readings
supplied to the Customers or Additional Customers and LCRA. Upon written request any
Customer or Additional Customer may have access to said record books or computer printouts
during reasonable business hours.
BRA shall calibrate the meters at least once in each year of operation. BRA shall provide
reasonable notice of at least two (2) days to the Customers of a calibration and provide the
Customers an opportunity to observe the calibration. Not more than three (3) times in each year
of operation, BRA shall calibrate the meters, if requested in writing by the affected Customer
or Additional Customer to do so, in the presence of a representative of the requesting party, and
such parties shall jointly observe any adjustments which are made to the meters in case any
adjustment is found to be necessary. If, for any reason, any meters are out of service or out of
repair, or if, upon any test, the percentage of inaccuracy of any meter is found to be in excess
of five percent (5 %), registration thereof shall be corrected for a period of time extending back
to the time when such inaccuracy began, if such time is ascertainable, and if not ascertainable,
then for a period extending back one -half (1/2) of the time elapsed since the date of the last
calibration, but in no event further back than a period of six (6) months. Any Customer or
Additional Customer may, at its option and its own expense, install and operate a check meter
to check each meter operated by BRA, but the measurement for the purpose of this Agreement
shall be solely by LCRA's meters, except as in this section 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 BRA, but the reading, calibration and
adjustment thereof shall be made only by the Customer or Additional Customer installing same,
except during any period when a check meter may be used under specific written consent by
BRA for measuring the amount or rate of discharge of Wastewater delivered into the System in
which case the reading, calibration and adjustment thereof shall be made by BRA with like effect
as if such check meter or meters had been furnished or installed by LCRA and BRA.
Section 4.08. UNIT OF MEASUREMENT. The unit of measurement for Wastewater
delivered hereunder shall be one thousand (1,000) gallons, U.S. Standard Liquid Measure.
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ARTICLE V
QUALITY AND TESTING
Section 5.01. GENERAL. The Customers agree, and all Additional Customers shall be
required to agree, to limit their discharges into the System to wastes defined by the Alliance as
admissible discharges, and to prohibit and prevent entry into the System of any wastes that:
(a) will cause Pass Through or Interference as those terms are defined in 40
CFR, 403.3(i) and 403.3(n), respectively; '
(b) will create a fire or explosion hazard in System, including, but not limited
to, wastestreams with a closed cup flashpoint of less than 140 F. or 60° C. using the
test methods specified in 40 CFR 261.21;
(c) will cause structural damage to System, but in no case with Ph lower than
5.0 without written approval of the Alliance;
(d) are solid or viscous in composition, so as to cause Interference as defined
in 40 CFR 403.3(i);
(e) contain oxygen demanding materials and are released at a flow rate or in
concentration which will cause Interference as defined in 40 CFR 403.3(i);
(f) contain heat in amounts which will inhibit biological activity in the System
resulting in Interference as defined in 40 CFR 403.3(i) and in no case in such quantities
as will cause the temperature of the Wastewater reading the receiving treatment plant to
exceed 104° F. or 40° C. unless the Alliance approves alternate temperature limits in
writing prior to the discharge;
(g) contain petroleum oil, nonbiodegradable cutting oil or products of mineral
oil origin that will cause Interference or Pass Through as defined in 40 CFR 401 and
401._, respectively;
(h) contain material which will result in the presence of toxic gases, vapors
or fumes within the System in quantities which may cause acute worker health and safety
problems;
(i) are treated or hauled to the Point of Entry except when the discharge is
made with the written consent of BRA; or
or
(j) violate local limits developed by BRA provided in Section 5.03, below;
(k) which violate any standard, rule, regulation or law promulgated by the
State of Texas or the United States or by any agency or governmental subdivision of
either having jurisdiction in the premises.
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Section 5.02. REGULATIONS. As provided in 40 CFR 403.5(c), BRA may from time
to time develop and enforce regulations' providing specific local limits to implement the
limitations provided in Section 5.01, above. Such specific local limits shall not be developed
or enforced without individual notice and an opportunity to respond to each Customer, each
Additional Customer and anyone else who has requested to be provided with such notices.
Section 5.03. INDUSTRIAL WASTES. The effects of certain types of Indirect
Discharges, as defined in 40 CFR 403(g), being more commonly called industrial wastes, upon
Wastewater and Wastewater treatment processes are such as to require that careful consideration
should be given to each industrial connection and that efforts should be made to maintain
continuous knowledge of the character and amount of the discharges into the System and into
the collector systems which discharge into the System by Industrial Users, as defined in 40 CFR
403(h). This is a matter of concern to BRA and LCRA and Customers. Accordingly, BRA,
upon request of any Customer or Additional Customer will work with such Customer or
Additional Customer in processing applications for such discharges. Since the System will be
a POTW with a design flow of more than 5 million gallons per day and since it is anticipated
that it will receive and treat discharges made into the collector systems of Customers or
Additional Customers by Significant Industrial Users as defined in 40 CFR 403.3(t), BRA will
be required to and will develop a pretreatment program designed to meet the requirements of
40 CFR 403.8. Customers agree that they will fully cooperate with BRA in its efforts to
develop such a pretreatment program. Customers recognize and agree that they will establish
their own pretreatment program in appropriate cases and enact and enforce ordinances which
comply with applicable law, the requirements and regulations of governmental agencies having
jurisdiction in connection with BRA's pretreatment program and the governmental and regulatory
requirements to which it must conform. Each Customer agrees not only to put in place such
pretreatment programs and to enact such ordinances, but also to maintain procedures to identify
any Significant Industrial User proposing to make discharges into its collector system and to
prohibit connections with its collector system by any Significant Industrial User without
Customer having given thirty (30) days prior notice to BRA of such anticipated connection.
Further, each Customer will provide BRA with a copy of the industrial questionnaire information
and notifications made by the Customer on Significant Industrial User pretreatment requirements.
To Facilitate inspection and control Indirect Discharges, each Customer will require industries
to either separate Indirect Discharges from domestic waste until the Indirect Discharge has
passed through an inspection manhole or provide a sampling manhole that will meet all
requirements of the regulatory agencies with jurisdiction, including specifically those of the EPA
necessary to apply the Combined Wastewater Formula as allowed under 40 CFR 403.6(e). In
any case, the manhole shall be located so as to be accessible at all times to inspectors of the
Customer and of BRA. The provisions of the sentence next preceding shall not apply to
industrial facilities in place and meeting regulatory requirements at the time of commencement
of operation by BRA of the part of the System providing service to such industrial facilities for
so long as the modifications which would otherwise be mandated by such two sentences are not
necessary in order for BRA to avoid being in violation of applicable regulatory requirements.
If inspection indicates that damage might result from any such Indirect Discharge, permission
to make such discharge shall be revoked unless and until the industry promptly establishes
acceptable remedial measures.
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ARTICLE VI
ACOUISITION AND CONSTRUCTION OF SYSTEM
Section 6.01. PHASING OF SYSTEM IMPLEMENTATION. LCRA intends to acquire
the Round Rock Regional System Assets, the Austin Regional System Assets and the Cedar Park
Regional System Assets on the Initial Funding Date(s) as provided in the RR/Alliance
Acquisition Contract, the Austin /Alliance Acquisition Contract and the CP /Alliance Acquisition
Contract, and to promptly acquire and construct the remainder of Phase I of the System as
described in the Engineering Report and as provided in Section 2.02. Thereafter, LCRA will
acquire or construct subsequent phases of the System in stages generally at the times and as
described in the Engineering Report but in any event in a timely manner to provide service to
the Customers at the levels provided in this Agreement.
Section 6.02. CONSTRUCTION OF REMAINDER OF PHASE I OF THE SYSTEM.
Promptly after execution and delivery of this Agreement by all parties, LCRA shall, and upon
execution of this Agreement by one or more Customer LCRA may, notify its engineers to
proceed with the preparation of plans and specifications for the remainder of Phase I of the
System. In such event, LCRA will prepare plans and specifications for the remainder of Phase
I as soon as possible and proceed to take all other action necessary to acquire or construct the
remainder of Phase I of the System, including obtaining appropriate easements, making appropri-
ate surveys, obtaining appropriate permits and governmental approvals and taking all other
necessary and proper actions. After all such regulatory approvals have been obtained, LCRA
shall proceed, as appropriate, to advertise for bids for construction of the remainder of Phase I
of the System or any part or parts thereof as determined to be appropriate. Upon receipt of such
bids, LCRA shall tabulate the bids and notify the Customers and the Advisory Committee of the
bids which have been received and shall recommend approval of the lowest and best bid for the
construction of the remainder of Phase I of the System or parts thereof. LCRA shall also notify
the Customers and the Advisory Committee, based on such lowest and best bid, of the estimated
Project Costs of the remainder of Phase I of the System and the Funding Date for such Project
Costs. LCRA may accept the lowest and best bid for the construction of the remainder of Phase
I of the System or parts thereof. In determining whether or not to accept any such bid, LCRA
shall consider advice and recommendations of Customers and the Advisory Committee, but the
decision as to its acceptance shall be within the sole discretion of LCRA. LCRA shall use
diligent efforts to complete construction of Phase I of the System within two (2) years after the
Initial Funding of the purchase of the Cedar Park Regional System Assets.
Section 6.03. CONSTRUCTION OF PHASE II. When appropriate to provide for
continued service to the Customers, LCRA shall notify its engineers to proceed with the
preparation of plans and specifications for Phase II of the System. LCRA will prepare plans and
specifications for Phase II of the System. LCRA shall also proceed to take all other action
necessary to acquire or construct Phase II of the System, including obtaining appropriate
easements, making appropriate surveys, obtaining appropriate permits and governmental
approvals and taking all other necessary and proper actions. After all such regulatory approvals
have been obtained, LCRA shall proceed, as appropriate, to advertise for bids for construction
of Phase II of the System or any part or parts thereof as determined to be appropriate. Upon
receipt of such bids, LCRA shall tabulate the bids and notify the Customers and the Advisory
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Committee of the bids which have been received and shall recommend approval of the lowest
and best bid for the construction of Phase II of the System or parts thereof. LCRA shall also
notify the Customers and the Advisory Committee, based on such lowest and best bid, of the
estimated Project Costs of Phase II of the System and the Funding Date for such Project Costs.
LCRA may accept the lowest and best bid for the construction of Phase II of the System or parts
thereof. In determining whether or not to accept any such bid, LCRA shall consider advice and
- recommendations of Customers and the Advisory Committee, but the decision as to its
acceptance shall be within the sole discretion of LCRA.
Section 6.04. CONSTRUCTION OF EXPANSIONS. At such time as LCRA or BRA
shall determine that usage or prospective usage of the System has increased to the extent that an
Expansion is required in order for the System to be able to treat and dispose of Wastewater
expected to be delivered to it without violation of applicable permits and with a reasonable
margin of safety or otherwise determines that an Expansion, including improvements, repairs
and /or replacements, is necessary in order to avoid violation(s) of permits or other regulatory
requirements related to the System, the party making the determination shall give forty-five (45)
days prior written notice and opportunity to comment to the other and each Customer and each
Additional Customer and to the Advisory Committee of its intention to notify its engineers to
proceed with the development of plans and specifications for such Expansion and of its own
intention to proceed with construction thereof when such plans and specifications are ready. At
any time when either LCRA or BRA receives a request for service from a party which is not
a Customer or an Additional Customer or from a Customer or Additional Customer for service
which will require an Expansion such request shall be deemed a reasonable basis for a
determination made pursuant to the first sentence of this section but it shall not be deemed
sufficient cause to require such a determination.
Should any Customer or any Additional Customer request an Expansion in writing,
LCRA and BRA shall notify such Customer or Additional Customer and the other Customers
and Additional Customers and the Advisory Committee in writing within forty -five (45) days of
the receipt of such notice as to whether either is willing to construct the Expansion. If neither
is willing to construct the Expansion, the requesting Customer or Additional Customer, provided
that it is willing and able to provide the required financing, may select an engineer to prepare
plans and specifications for the Expansion. No matter who constructs the Expansion, the
preparation of plans and specifications, and the receipt and acceptance of bids for construction
shall be subject to the same requirements contained in Sections 6.02 and 6.03 of this Agreement
in regard to advertisement for and award of bids for construction and for notice thereof to
parties. Such plans and specifications shall be subject to approval of LCRA and BRA, which
shall not be unreasonably withheld or delayed. When such plans and specifications have been
completed and approved by LCRA and BRA, and provided that all required governmental and
regulatory approvals both for the construction and for the operation of the Expansion or of
System as expanded have been obtained, such Customer or Additional Customer may proceed
with construction of the Expansion. Such construction shall be under the supervision of LCRA,
as owner, and onsite inspection shall be provided by BRA. Upon completion of such Expansion,
and again subject to receipt of all required governmental and regulatory approvals and permits,
LCRA shall own the Expansion as part of the System for so long as LCRA owns the System and
BRA shall operate and maintain the Expansion as part of the System for so long as this
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Agreement remains in effect; however, an amount of capacity equal to that provided by the
Expansion constructed by a Customer shall be reserved solely for the use of the Customer unless
otherwise agreed by the Customer. LCRA and BRA will fully cooperate with the constructing
Customer or Additional Customer in efforts to obtain necessary governmental and regulatory
approvals and permits and will use their best efforts to provide assistance in this regard.
Section 6.05. DEPOSITS ON FUNDING DATES. After LCRA or BRA, as
appropriate, obtains all funds related to Funding on the Funding Date for Phase II or any
Expansion of the System, LCRA or BRA, as appropriate, shall deposit all of said funds into the
construction fund or reserve funds provided in any applicable Bond Resolution. If Funding is
by a GIF Advance, LCRA shall establish an appropriate repair and replacement fund in an
amount recommended by the engineer designing the facilities to be constructed. Upon the first
to occur of the Initial Fundings, BRA shall deposit the agreed amount of money into the
Operation and Maintenance Reserve Fund which shall be maintained by it as a part of the
enterprise fund to be established on its books and records and identified in its financial
statements, in connection with the operation of the System.
Section 6.06. DECISIONS ON CONSTRUCTION AND FINANCING. Except in the
case of Expansions which BRA shall determine to be necessary and desirable and which LCRA
shall elect not to construct and in cases where construction is done by a Customer pursuant to
the provisions of Section 6.04, above, all planning for construction and all construction provided
to be done under this Agreement shall be done and paid for by LCRA by contractors selected
by LCRA. Engineers for preparation of such plans and specifications shall be selected by LCRA
(except where construction is to be done by BRA or by a Customer). All financing of
construction done pursuant to this Agreement shall be provided by the party which is to do the
construction. In all cases where construction is to be done by LCRA, all plans and specifica-
tions therefor shall be submitted to BRA for comments and suggestions sufficiently in advance
of the time when bids for the planned work are to be taken to allow BRA to make a thorough
review thereof and all comments and suggestions from BRA shall be given serious consideration
by LCRA and its engineers. BRA shall be the onsite inspector on the premises where
construction is to be done by LCRA and shall report to LCRA as owner. Such inspector shall
have access to the work as it progresses and shall be permitted to comment on and make sugges-
tions with respect to such work. All such comments and suggestions shall be given serious
consideration by LCRA and its engineers. The cost of such inspector and his work shall be
deemed a Project Cost. In case of construction by BRA, LCRA shall have the same rights and
privileges accorded to BRA by the preceding sentences, except that BRA shall remain as the
onsite inspector. At any time when BRA determines that usage or prospective usage of the
System has increased to the extent that an Expansion is required or that anything else has
occurred which requires an Expansion in order for it to be able to treat and dispose of
Wastewater expected to be delivered to System without violation of applicable permits and with
a reasonable margin of safety or that Expansion is necessary to serve a party not then being
served by the System which it is appropriate that the System should be expanded to serve, it will
notify LCRA of its determination, specifying the increase in capacity which it requires. Within
sixty (60) days after the receipt of any such notice, LCRA will notify BRA as to whether or not
LCRA is willing to construct and pay for the Expansion determined by BRA to be needed. If
LCRA should ever elect not to construct and pay for any such Expansion, BRA may proceed
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to construct and pay for it. All facilities so constructed and all assets acquired by BRA in any
such Expansion shall be part of the System which shall continue to be owned by LCRA. The
Repair and Replacement Fund and any similar funds required in connection with Expansions
shall be provided by LCRA, except that any such similar fund required in connection with
construction to be done and paid for by BRA shall be provided by BRA. Neither BRA nor
LCRA shall ever have any liability to the other or to any Customer arising out of failure of the
other to construct or any defect in any construction done by the other. Bonds issued for
construction shall be those of the entity which is to do the construction, as above provided, and
neither BRA nor LCRA shall ever have any liability for the payment of indebtedness evidenced
by or provided in Bonds issued by the other.
ARTICLE VII
SYSTEM BUDGETS AND CHARGES
Section 7.01. ESTABLISHING BUDGETS AND CHARGES. Not less than seventy -five
(75) days before commencement of the second Fiscal Year and not less than seventy -five (75)
days before the commencement of each Fiscal Year thereafter while this Agreement is in effect,
LCRA and BRA, respectively, shall cause to be prepared and filed with each other, the Advisory
Committee and each Customer and Additional Customer the tentative budgets for Annual Project
Requirement and Annual Operation and Maintenance Expense Requirement and corresponding
proposed Capital Charges and Flow Charges for the System for the next ensuing Fiscal Year.
All interest income earned by the investment of any funds created in the Bond Resolution or any
other funds related to the System (with the exception of the Operation and Maintenance Reserve
Fund) shall be taken into account in determining the Budgets. If no protest or request for a
hearing on such tentative budgets and proposed Capital Charges and Flow Charges is presented
within forty-five (45) days after such filing of the tentative budgets and proposed Capital
Charges and Flow Charges, the tentative budgets and proposed Capital Charges and Flow
Charges for the System, when adopted by LCRA's and BRA's Boards of Directors, respectively,
shall be deemed to be in effect for all purposes for the next ensuing Fiscal Year.
If a protest or request for a hearing is duly filed, it shall be the duty of BRA and /or
LCRA to fix a date and time for a hearing on the tentative budget or budgets and proposed
Capital Charges and /or Flow Charges to be conducted in a manner to enable interested persons
to communicate such information as they shall desire to present and such views as they shall
desire to express to the Board of Directors of the entity at whose budget the protest or request
is directed. The party filing such protest, the Advisory Committee, and all Customers and all
Additional Customers shall be advised in writing of the time and place of such hearing. After
consideration of the information and comments produced at such hearing, the Boards of
Directors of BRA and /or LCRA may adopt the budget or budgets and proposed Capital Charges
and /or Flow Charges or make such amendments thereof as may seem proper. The budget or
budgets and proposed Capital Charges and /or Flow Charges thus approved by the Boards of
Directors of BRA and LCRA shall be deemed to be in effect for the next ensuing Fiscal Year.
To the extent applicable law delegates to LCRA or BRA (the "mandated entity ") the
responsibility and authority to approve the budget or budgets or the Capital Charge or Flow
Charge, but the other of LCRA or BRA (the "other entity ") actually establishes and submits to
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the other said proposed budget or charge, then failure to protest or request a hearing within the
timeframes provided above shall be deemed to be approval by the mandated entity of the
proposed budget or charge adopted by the other entity. Otherwise, to the extent that the
mandated entity determines that the budget or charge finally adopted by the other entity requires
modifications, then ultimate authority to make modifications to said budget or charge shall lie
with the mandated entity which shall promptly make any such modifications to the budget or
charge as required and notify all Customers and Additional Customers of same, which shall be
effective upon receipt. Copies of the approved budgets and a schedule of a projected Capital
Charges and Flow Charges shall be provided to the Customers promptly.
Section 7.02. CHANGES FROM CUSTOMER DISPUTES. If a Customer at any time
disputes the amount to be paid by it under this Agreement, such Customer shall nevertheless
promptly make the payment or payments determined by BRA and LCRA, and, if it is
subsequently determined by agreement, administrative agency or court decision that such
disputed payments made by the-Customer should be changed, BRA and LCRA shall promptly
revise and reallocate the charges among all Customers and Additional Customers then being ,
served by BRA and LCRA in such manner that the Customers will pay amounts which
cumulatively permit BRA and LCRA to receive the entire amount of the affected Annual Project
Requirement and the Annual Operation and Maintenance Expense Requirement. If the Capital
Charges or Flow Charges are redetermined as herein provided, BRA and LCRA will promptly
furnish each Customer with an updated schedule of monthly payments reflecting such
redetermination.
Section 7.03. CHANGES FROM ADDITIONAL CUSTOMERS AND EMERGENCIES.
If, during a Fiscal Year, Additional Customers are added to the System or unanticipated,
emergency Project Costs or Operation and Maintenance Expenses are experienced, LCRA and
BRA may adopt amendments to the budgets or the Capital Charges or Flow Charges by
following a process similar to that provided above for the establishment of such matters initially.
Section 7.04. CAPITAL CHARGE.
(a) On or before the last day of each month, every Customer and Additional
Customer shall pay its Capital Charge.
(b) During the term of this Agreement, the Capital Charge for each Customer
to be paid each month shall be determined by allocating among the Customers one -
twelfth (1/12) of the Annual Project Requirement on the basis of each Customer's
relative utilization of the System based on the Contractual Flows as shown in Exhibit
_ , which the Customers, LCRA and BRA believe is a reasonable basis upon which to
allocate said costs.
(c) Allocation of Annual Project Requirement. The Annual Project
Requirement will be allocated to Customers and Additional Customers in two steps:
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(i) The Annual Project Requirement will be functionalized between
Treatment Facilities, Downstream Collection System and Upstream Collection
System in accordance with accepted ratemaldng principles.
(ii) (A) The Annual Project Requirement - Treatment Facilities will
be allocated among Customers and Additional Customers in proportion to
their Contractual Flows (initially as shown in Exhibit ) in the next
Expansion Year. The resulting proportions of the Annual Project Require-
ment to be allocated to each Customer for each year are also shown on
that Exhibit
The Contractual Flows utilized to allocate the Annual Project
Requirement - Treatment Facilities may be changed for any of the
following reasons:
(I) In the event that any Customer's actual Wastewater
flow during a year prior to the next Expansion Year exceeds the
Customer's Contractual Flow for that Expansion Year, thereafter,
until the next Expansion Year or recalculation as provided
otherwise herein, the proportions of the Annual Project Require-
ment - Treatment Facilities allocated to each Customer will be
recalculated using the higher actual Wastewater flow for each
Customer whose actual Wastewater flow exceeds its Contractual
Flow.
(II) If an Expansion Year is reached and the actual flows
of each Customer are less than their Contractual Flows for that
Expansion Year such that an Expansion is not needed, then those
Contractual Flows will continue to be used for allocating the
Annual Project Requirement - Treatment Facilities until such time
as an Expansion is constructed to meet the needs of the Customers.
(III) If an Additional Customer executes an agreement to
discharge Wastewater into the System, the Contractual Flow for
that Additional Customer will be utilized, along with the Contrac-
tual Flows of the Customers, to reallocate the Annual Project
Requirement - Treatment Facilities in a manner consistent with the
provisions of this Agreement.
(IV) Further, the parties agree that at least once during
each five (5) year period after execution of this Agreement, the
parties will, in good faith, review the assumptions and projections
in the Engineering Report upon which the Contractual Flows are
based and if, in the judgment of all of the parties hereto, the
assumptions or projections, and resulting Contractual Flows,
should be changed, they will be so changed so that the Contractual
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Flows more closely approximate actual flows rather than the then
projected flows.
(B) The Annual Project Requirement - Downstream Collection
System will be allocated between Customers and Additional Customers in
proportion to their Contractual Flows in Year 2036 as shown on Exhibit
The resulting proportions are also shown on that Exhibit. Notwith-
standing the foregoing, if an Additional Customer executes an agreement
to discharge Wastewater into the System, the Contractual Flow for that
Additional Customer will be utilized, along with the Contractual Flows of
the Customers, to reallocate the Annual Project Requirement - Down-
stream Collection System in a manner consistent with the provisions of
this Agreement.
(C) The Annual Project Requirement - Upstream Collection
System will be allocated between Customers (other than Round Rock) and
Additional Customers in proportion to their Contractual Flows in Year
2036 as shown on Exhibit _. The resulting proportions are also shown
on that Exhibit. Notwithstanding the foregoing, if an Additional Customer
executes an agreement to discharge Wastewater into the System, the
Contractual Flow for that Additional Customer will be utilized, along with
the Contractual Flows of the Customers, to reallocate the Annual Project
Requirement - Upstream Collection System in a manner consistent with
the provisions of this Agreement.
(d) Recognizing that LCRA or BRA will pledge the revenues of the System,
together with, in the case of LCRA, other revenues of the LCRA System, to pay, secure
and finance the issuance of Bonds, it is hereby agreed that upon the effective date of this
Agreement, each Customer shall be unconditionally obligated to pay the Capital Charge
and Flow Charge regardless of whether or not such Customer actually discharges
Wastewater hereunder, whether due to Force Majeure or otherwise. Each Customer
agrees that its obligation to pay the Capital Charge and Flow Charge shall be absolute •
and unconditional, irrespective of any rights of set -off, diminution, abatement, recoup -
ment or counterclaim the Customer might otherwise have against BRA or LCRA or any
other person, and the Customer covenants not to seek and hereby waives, to the extent
permitted by applicable law, the benefits of any rights which it may have at any time to
any stay or extension of time for performance or to terminate, cancel or limit its liability
to pay the Capital Charge and Flow Charge. Each Customer hereby agrees that the
holders from time to time of the Bonds shall be entitled to rely upon the agreement of
the Customer to pay the Capital Charge and Flow Charge regardless of the validity of
the remainder of this Agreement or any other agreement. Each Customer agrees, if
requested to do so by LCRA or BRA, as appropriate, to execute a separate agreement
with LCRA, the owners of the Bonds or a trustee acting on behalf of the owners of the
Bonds evidencing its unconditional obligation to pay the Capital Charge and Flow Charge
to enable LCRA or BRA, as appropriate, to pay debt service on the Bonds issued by
LCRA for the System. Such additional agreements shall in all respects be consistent with
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the requirements of this Agreement regarding the payment of the Capital Charge and
Flow Charge by the Customer.
(e) The preceding paragraph shall not be construed to release BRA or LCRA
from the performance of any of their agreements contained in this Agreement or, except
to the extent provided in this section, prevent or restrict any Customer from asserting any
rights which it may have against BRA, LCRA or any other person under this Agreement
or under any provision of law or prevent or restrict such Customer, at its own cost and
expense, from prosecuting or defending any action or proceeding against or by third
parties or taking any other action to secure or protect its rights under this Agreement.
(f) Each Customer recognizes that the Bonds issued by LCRA or BRA, as
appropriate, for the System will be supported by the pledge, directly or indirectly, of the
payment of the Capital Charges and Flow Charge by the Customers under the terms of
the Agreement and, therefore, that each Customer is an "obligated person" as that term
is applied within the meaning of Securities Exchange Commission Rule 15c2 -12. In
order to enable LCRA or BRA, as appropriate, to issue the Bonds and comply with
applicable securities laws, each Customer agrees to execute, and by signing this
Agreement approves and authorizes the execution of, if requested by BRA and LCRA,
a continuing disclosure agreement in form and substance substantially as provided in
Exhibit hereto.
Section 7.05. FLOW CHARGES. Each Customer and each Additional Customer shall
be required to pay each month a Flow Charge for use in meeting the Annual Operation and
Maintenance Expense Requirement. Subject to, and in accordance with, the provisions of
Section 7.02 -7.03, (i) before the Initial Funding Date and (ii) before the first day of each Fiscal
Year thereafter, BRA shall estimate the Annual Operation and Maintenance Expense
Requirement for the period between Initial Funding Date and August 31, 1996, in the case of
that period, and for the following Fiscal Year for each Fiscal Year beginning September I,
1997. In the case of each Annual Operation and Maintenance Expense budget made after the
availability of the annual audit required by the provisions of Section 8.12, below, covering a
Fiscal Year during which Flow Charges from any Customer have been payable hereunder, the
amount estimated for the following Fiscal Year per the sentence next preceding shall be adjusted
upward or downward, as appropriate, to account for difference between actual Operation and
Maintenance Expense as reflected by the audit in excess of that estimated for the previously
audited period. The monthly Flow Charge for each Customer and each Additional Customer
for the period for which the estimate is made shall be 1 /12th (or in the case of the initial Fiscal
Year, the fraction obtained by dividing I by the number of complete calendar months between
the Initial Funding Date and August 31, 1996) of the amount calculated by multiplying the actual
flows of Wastewater from such party's collector system into the System during the prior Fiscal
Year, expressed in thousands of gallons, by the quotient obtained by dividing the estimated
Operation and Maintenance Expense for the period for which the calculation is being made,
expressed in dollars, by the actual flows into System, also expressed in thousands of gallons,
from the collector systems of all Customers and Additional Customers during the prior Fiscal
Year. In the initial Fiscal Year of service, the allocation of the Operation and Maintenance
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Expenses among the Customers shall be based on projected flows as follows: Austin -
, Cedar Park - , and Round Rock -
Section 7.06. HOW, WHEN AND WHERE PAYMENTS ARE TO BE MADE.
Delivery to the Customers of the final budgets for a Fiscal Year, together with the schedule of
resulting Capital Charges and Flow Charges, shall constitute the invoice for same for the entire
Fiscal Year. Payment of all Capital Charges and Flow Charges required to be paid by
Customers and Additional Customers under the provisions of this Agreement shall be made to
LCRA. LCRA and the individual(s) acting for it in receiving payment of such charges shall
receive the portion of each payment received consisting of Capital Charges owing to BRA as
agent for BRA. Receipt of such payments by LCRA as agent for BRA shall completely
discharge any liability of Customer to BRA for such payments. All such funds so received as
agent shall be immediately disbursed to BRA per directions to be given by BRA to LCRA in
writing, and the duties of the agent shall be completely discharged by such disbursement. All
charges payable for any calendar month shall be due and payable in Travis County, Texas, on
or before the last day of such month. Past due payments shall bear interest from the date due
until paid at the lower of ten percent (10%) per annum or the highest lawful rate in the State.of
Texas.
Section 7.07. DEFAULT.
(a) Monetary Defaults by Customers and Additional Customers. In the event
any Customer or Additional Customer defaults in the payment of the Capital Charge,
LCRA Management Fee or Flow Charge required hereunder, BRA and LCRA shall
immediately give notice of such default to such Customer or Additional Customer and
other Customers or Additional Customers; provided, however, that nothing in this section
shall prevent any Customer from paying under protest any amount alleged as owed by
BRA or LCRA or prevent BRA or LCRA from accepting any payment even if less than
the amount alleged by BRA or LCRA as owed by the Customer. Payment or receipt of
any such disputed amount shall not be construed as a waiver of any right of the party
making or receiving such disputed amount to contest such matter and to demand payment
or receipt of a different amount. Thereafter, the defaulting Customer or Additional
Customer shall take all appropriate steps to correct such default and shall correct such
default within ten (10) days after receipt of such notice. Any past due amount shall be
paid, together with interest at the lesser of ten percent (10 %) per annum or the maximum
legal rate of interest then in effect. In the event such default remains unremedied for a
period of thirty (30) days from the date of receipt of notification of default, then BRA
may terminate service to such defaulting Customer or Additional Customer after provid-
ing ten (10) days written notice to such defaulting Customer or Additional Customer of
its intention to so terminate service hereunder. If such default remains unremedied for
a continuous period of ninety (90) days from the date of receipt of notification of default,
then BRA and LCRA shall notify all Customers and Additional Customers of such fact
and BRA and LCRA may, after giving the defaulting Customer or Additional Customer
ten (10) days written notice, terminate the contract between BRA and LCRA and such
defaulting Customer or Additional Customer by delivery of a written notice to such
Customer or Additional Customer. The Customers agree that BRA and LCRA shall have
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the right to so terminate this Agreement as to any defaulting Customer in the event such
defaulting Customer is in default of any of its payment obligations hereunder as described
in this section and the defaulting Customer, in the event of termination of this Agreement
as to such Customer by BRA and LCRA as provided herein, waives any and all of its
rights to seek any damages or other remedy against BRA or LCRA or any of the
Customers or Additional Customers of BRA and LCRA or to claim any amounts as due
and owing to it from BRA and LCRA or other Customers or Additional Customers either
from amounts then on hand or to be paid in the future to BRA and LCRA or such other
Customers and Additional Customers. Termination of this Agreement as to a defaulting
Customer shall not relieve the Customer from the performance of any of its obligations
hereunder to the extent such obligations arose prior to such termination. Notwithstanding
anything in this subsection to the contrary, BRA and LCRA may also exercise any
remedy available at law or in equity to remedy a monetary default by a Customer or
Additional Customer. Further, after termination of this Agreement as to the defaulting
Customer, BRA and LCRA may execute additional contracts with Customers, Additional
Customers or other persons similar to this Agreement, which contracts would provide
LCRA or BRA with the necessary revenues to pay the Annual Project Requirement
related to Bonds. BRA and LCRA may utilize the capacity of the System designed to
meet the needs of the defaulting party to provide service to such Additional Customers.
All Customers agree to cooperate with BRA and LCRA in enabling BRA and LCRA to
enter into any such contracts in order to prevent a default in the payment of the debt
service on Bonds issued by LCRA or BRA to acquire or construct the System.
(b) Non - monetary Defaults by Customers and Additional Customers. In the
event that any Customer or Additional Customer defaults in the performance of any
obligation under this Agreement, other than the obligation to make payments of the
Capital Charge or Flow Charge, BRA and LCRA, after giving reasonable notice of the
default and opportunity to cure same, may exercise any remedy available at law or in
equity, including without limitation, obtaining a writ of mandamus or injunctive or
similar relief from a court or administrative agency of competent jurisdiction compelling
and requiring the defaulting Customer or Additional Customer to perform its respective
covenants, obligations and conditions imposed upon it under this Agreement.
Section 7.08. LCRA MANAGEMENT FEE.
(a) It is agreed between the parties that, in addition to all other compensation
or reimbursement authorized and required to be made to LCRA by the Customers as
otherwise provided in this Agreement, LCRA shall receive a fee in the total aggregate
amount from all Customers and Additional Customers of seven percent (7 %) of the
portion of the Annual Project Requirement exclusive of the LCRA Management Fee to
compensate LCRA for agreeing to include the System in the LCRA System and for the
increased responsibility, financial risk and regulatory risk borne by LCRA in fulfilling
its management obligations under this Agreement. Such fee shall be included in the
Annual Project Requirement to be recovered through the Capital Charges paid by the
Customers of the System. Money received by LCRA from such fee may be used for any
lawful purpose.
-32-
(b) To the extent Austin pays for its prorata share of any Project Costs related
to the Upstream Collection System, Austin shall pay monthly a management fee to LCRA
for managing such facilities of one - twelfth (1/12) of 7% of the estimated additional
amount of Annual Project Requirement which would have resulted had LCRA financed
these Project Costs.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. OBLIGATIONS OF CUSTOMERS. Unless otherwise specifically
provided in writing by subsequent agreement between BRA and LCRA and any Customer,
neither BRA nor LCRA shall ever have the right to demand payment by a Customer of any
obligation assumed or imposed on it under and by virtue of this Agreement from funds raised
or to be raised by taxation, it being expressly understood by the parties hereto that all payments
due by the Customers hereunder are to be made from the revenues and income received by each
Customer from its waterworks and sanitary sewer Systems.
Section 8.02. PAYMENTS TO CONSTITUTE OPERATING EXPENSES OF
CUSTOMER. Each Customer represents and covenants that the services to be obtained pursuant
to this Agreement are essential and necessary to the operation by the Customer of its own
Wastewater facilities and the provision of wastewater services to its constituents, and that all
payments to be made hereunder by it will constitute reasonable and necessary "operating
expenses" of the Customer's waterworks and sanitary sewer systems, within the meaning of
Article 1113, Vernon's Texas Civil Statutes, and the provisions of all ordinances or resolutions,
as appropriate, authorizing the issuance of all bonds of the Customer which are payable from
revenues of the Customer's waterworks and sewer systems.
Section 8.03. CUSTOMERS TO ESTABLISH ADEQUATE RATES. Each Customer
agrees to establish and collect such rates and charges for its waterworks and wastewater services
to be supplied by its system as will make possible the prompt payment of all expenses of
operating and maintaining its system including the payments committed hereunder, and the
prompt payment of the principal of and interest on its obligations, if any, payable from the
revenues of its waterworks and wastewater systems.
Section 8.04. MANDAMUS AND OTHER REMEDIES AGAINST CUSTOMERS. The
parties recognize that LCRA or BRA may be issuing its Bonds to acquire, construct, expand,
improve or replace the System and may pledge the revenues from this Agreement to secure
payment of principal of, premium, if any, and interest on the Bonds. Therefore, the parties
agree that, in addition to all other remedies provided herein or at law or in equity, each
Customer agrees that BRA and /or LCRA shall be entitled to a writ of mandamus issued by a
court of competent jurisdiction compelling and requiring the Customer to take all actions
covenanted herein and to make prompt payment of the Capital Charge, Flow Charge and other
payments contracted to be made herein and to observe and perform the covenants, obligations
and conditions imposed in this Agreement.
-33-
Section 8.05. CUSTOMER REMEDIES. BRA and LCRA recognize that the Customers
are relying upon BRA and LCRA to acquire, construct, own, operate, maintain, repair and
replace the System in accordance with the terms of this Agreement so that the Customers may
provide wastewater service to their respective customers in their respective service areas.
Therefore, BRA and LCRA also agree that each Customer shall be entitled to a writ of
mandamus or injunctive relief from a court of competent jurisdiction compelling and requiring
BRA and LCRA to perform their respective covenants, obligations and conditions imposed upon
each of them in this Agreement.
Section 8.06. USE OF PUBLIC PROPERTY. By these presents, each Customer, to the
extent capable under existing law, authorizes use by BRA and LCRA of streets and general
utility or sewer easements of the Customer for construction, operation and maintenance of the
System, so long as such use is in compliance with the terms of any easement utilized by BRA
and LCRA and does not interfere with any lawful use by the Customer and subject to all of the
Customer's ordinances, rules and regulations respecting the manner of such use and restoration
of lands, pavement or improvements resulting from exercise of the rights provided in this
section, including the cost of relocation of any facilities located within any such easement as an
expense of the System. BRA and LCRA will cooperate with each Customer in the timing,
planning and installation of the System to be constructed and installed hereunder.
Section 8.07. FORCE MAJEURE. In case by reason of "Force Majeure" any party
hereto shall be rendered unable wholly or in part to carry out its obligations under this
Agreement, then if such party shall give notice and full particulars of such "Force Majeure" in
writing to the other parties within a reasonable time after 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,
with the exception of the obligation to pay Capital Charges, 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, strikes, lockouts or other industrial
disturbances, acts of public enemy, orders of any kind of the United States or the State of Texas
or any civil or military authority, insurrections, riots, epidemics, landslides, lightning,
earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of
government and people, civil disturbances, explosions, breakage or accidents to machinery,
pipelines or canals, partial or entire failure of water supply and inability on the part of such
Customer to provide water necessary for operation of its water and wastewater system hereunder
or of BRA and LCRA to receive Wastewater on account of any other causes not reasonably
within the control of the party claiming such inability. It is understood and agreed that the
settlement of strikes and lockouts shall be entirely within the discretion of the party having the
difficulty and that the above requirement that any Force Majeure shall be remedied with all
reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the
demands of the opposing party or parties when such settlement is unfavorable in the judgment
of the party having the difficulty.
Section 8.08. INSURANCE. BRA and LCRA will carry fire, casualty, public liability
and other insurance for purposes and in amounts which would ordinarily be carried by a
privately owned utility company owning and operating facilities similar to the System, except
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that BRA and LCRA need not carry liability insurance except to insure against risk of loss due
to claims for which they can, in the opinion of their respective legal counsels, be liable under
law or judicial decision. Such provisions will be so designed as to afford protection not only
for the owners of the Bonds but to assure and facilitate, to the extent feasible and practicable,
the restoration of damaged or destroyed properties and to minimize the interruption of service
to the Customers and others. Provided, however, nothing herein shall prevent BRA and LCRA
from providing such insurance through self - insurance, self - insurance pools or similar methods.
Section 8.09. REGULATORY BODIES. This Agreement shall be subject to all valid
rules, regulations and laws applicable hereto passed or promulgated by the United States of
America, the State of Texas or any governmental body or agency having lawful jurisdiction or
any authorized representative or agency of any of them.
Section 8.10. ADDITIONAL CAPACITY AND FACILITIES. As the responsible
agencies for the establishment, administration, operation and maintenance of the System, BRA
and LCRA will, from time to time, as provided previously herein, determine when it is
necessary to provide additional facilities to receive; transport, treat and dispose of additional
Wastewater of the Customers and any Additional Customers. In making the determinations
called for herein, BRA and LCRA covenant that such determinations will be made only after
requests from Customers or Additional Customers, after detailed studies of statistical data
available as to the need and feasibility have been made, and after consulting with engineers and
financial advisors. Each Customer and Additional Customer will be kept advised at all times
of planning and proposed development of the System.
Section 8.11. CONTRACTS WITH OTHERS IN RELATION TO SYSTEM.
(a) Each Customer shall have the right to enter into contracts with other
persons natural or corporate, private or public, to receive Wastewater from such persons.
Each Customer covenants that it will advise BRA and LCRA of all such written contracts
and will, if requested by BRA or LCRA, furnish BRA and LCRA with a list of all
customers other than retail, residential customers.
(b) BRA and LCRA shall have the right to enter into agreements similar to
this Agreement with Additional Customers provided:
(1) such agreements comply with the requirements of this Agreement,
substantially restate the essential provisions of this Agreement, and are structured
to be similar hereto to the fullest extent applicable and practicable, with such
additions or changes as are necessary to meet the actual circumstances, with the
effect that each Additional Customer will substantially adopt the provisions of this
Agreement, as supplemented and necessarily changed by its agreement;
(2) such agreements do not prevent BRA or LCRA from meeting their
obligations to the Customers under this Agreement;
-35-
(3) such agreements do not cause any adverse impact on the charges
made by BRA and LCRA to the Customers under this Agreement; and
(4) that no agreement will be made for service within a Customer's
Limits or within the extraterritorial jurisdiction of any Customer, if appropriate,
as defined, in Article 970a, Vernon's Annotated Civil Statutes, on the date of
such agreement unless the Customer consents.
BRA and LCRA will provide copies of any such agreement to the Advisory Committee
for review and comment at least thirty (30) days prior to entering into same and will negotiate
in good faith with the Customers any changes to this Agreement which might be appropriate as
a result of such agreement with an Additional Customer and which would benefit the Customers.
It is further recognized and agreed that in the future, BRA and LCRA may provide services of
the System to parties which are not Customers or Additional Customers, provided that all such
services of the System to parties which are not Customers or Additional Customers shall in all
respects be subordinate to the prior rights of the Customers and Additional Customers, and all
contracts or other arrangements relating to such services shall recognize, and be made
subordinate to, such prior rights.
Section 8.12. ANNUAL REPORT AND AUDIT OF SYSTEM. BRA and LCRA shall
cause to be prepared an annual report and audit of the System each year. Such report shall
contain such matters and information as may be considered necessary and useful by BRA, LCRA
and the Advisory Committee. A copy of the annual report and BRA's and LCRA's annual
audits and accompanying management letters shall be promptly provided to each Customer and
the Advisory Committee.
Section 8.13. GOVERNMENTAL REGULATIONS. In each instance herein where
reference is made to a federal or State regulation, it is the intention of the parties that at any
given time the then current edition of any such federal or State regulation shall apply. New
standards shall be adopted by BRA and LCRA which are in compliance with applicable State
and federal laws and any valid rules and regulations issued pursuant thereto.
Section 8.14. OPERATION OF THE SYSTEM. BRA and LCRA covenant that they
will operate the System in accordance with accepted good business and engineering practices and
in accordance with requirements of the Clean Water Act and 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. BRA, LCRA and
the Customers agree that their obligations hereunder shall include compliance with the
requirements made under said laws, and any rules and regulations issued pursuant thereto.
Section 8.15. NO ADDITIONAL WAIVER IMPLIED. No waiver or waivers of any
breach or default (or any breaches or defaults) by any party hereto of any term, covenant,
conditions, or liability hereunder, or of performance by the other parties of any duty or
obligation hereunder, shall be deemed or construed to be a waiver of subsequent breaches or
defaults of any kind, under any circumstances.
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Section 8.16. ADDRESSES AND NOTICE. Unless otherwise provided in this
Agreement, any notice, communication, request, replay, 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 others 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 in this Agreement, from and after the expiration of four
(4) 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 purpose of notice, the addresses of the parties
shall, until changed as hereinafter provided, be as follows:
If to LCRA, to:
If to BRA, to:
If to Austin, to:
If to Round Rock, to:
If to Cedar Park, to:
The parties shall have the right from time to time and at any time to change their respective
addresses and each shall have the right to specify as its address any other address by at least
fifteen (15) days written notice to the other parties.
Section 8.17. MODIFICATION. Except as otherwise provided in Section 2.06, this
Agreement shall be subject to change or modification only with the mutual consent of the
governing bodies of each of the parties hereto, which consent shall not be unreasonably withheld
or delayed, but the parties recognize that the Bond Resolution may contain covenants by BRA
or LCRA not to consent to certain changes or modifications of this Agreement.
-37-
Section 8.18. ASSIGNABILITY. This Agreement shall not be assignable by any party
without the prior written consent of the other parties, which consent shall not be unreasonably
withheld or delayed.
Section 8.19. SEVERABILITY. The provisions of this Agreement are severable, and
if any provision or part of this Agreement or the application thereof to any person or
circumstance shall ever be held by any court of competent jurisdiction to be invalid or
unconstitutional for any reason, the remainder of this Agreement and the application of such
provision or part of this Agreement to other persons 'or circumstances shall not be affected
thereby.
Section 8.20. MERGER. This Agreement constitutes the entire agreement between the
parties relative to the subject matter thereof. There have been and are no agreements,
covenants, representations or warranties between the parties other than those expressly stated
herein or expressly provided for herein.
ARTICLE IX
ADVISORY COMMI t'bE
Section 9.01. COMPOSITION OF ADVISORY COMMITTEE. There is hereby created
an Advisory Committee to be composed of the following:
(a) Two representatives appointed by Austin;
(b) Two representatives appointed by Cedar Park; and
(c) Two representatives appointed by Round Rock.
The governing bodies of the Customers shall each appoint their representatives (and
alternate representatives to serve in the absence of the Customers' representatives) to the
Advisory Committee promptly after execution of this Agreement, and shall immediately notify
BRA and LCRA of such appointment. Each representative (or alternate representative) of a
Customer shall serve at the will of the governing body which the person represents. Upon the
death, resignation or revocation of the power of such representative (or alternate representative),
the governing body of the appropriate entity shall promptly appoint a new representative (or
alternate representative) to the Advisory Committee.
Section 9.02. RESPONSIBILITY OF ADVISORY COMMIT1'hE. The Advisory
Committee may consult with and advise BRA and LCRA, through their respective General
Managers or designated representatives, with regard to the following matters pertaining to the
System:
(a) The issuance of Bonds;
(b)
The operation and maintenance of the System;
(c) Additional Customers and the terms and conditions of the agreements with
such Additional Customers consistent with the provisions of this Agreement;
-38-
(d) Agreements for services to entities which are not Additional Customers
and the prices, terms, and conditions of such agreements consistent with the provisions
of this Agreement;
(e) Review of the budgets, prior to submission to the Boards of Directors of
BRA or LCRA;
(f) Review of the annual reports of the System;
(g)
(h) Review of the funding and use of the Operation and Maintenance Reserve
Fund and the Repair and Replacement Reserve Fund; and
(i)
Improvements to and extension of the System;
Any other pertinent matters relating to the management of the System.
The Advisory Committee shall have access to and may inspect at any reasonable
time all physical elements of the System and all records and accounts of BRA and LCRA
pertaining to the System.
ARTICLE X
NEGOTIATION AND MEDIATION OF DISPUTES
Section 10.01. AGREEMENT TO NEGOTIATE FIRST TO RESOLVE ISSUES.
The parties agree to attempt first to resolve disputes concerning this Agreement amicably by
promptly entering into negotiations in good faith. The parties agree that they will not refer any
dispute to another dispute resolution procedure including mediation or litigation until they have
first made reasonable and good faith efforts to settle their differences by joint negotiations
conducted in a timely manner.
Section 10.02. AGREEMENT TO MEDIATE. If any dispute cannot be resolved
through good faith negotiation, then the parties shall endeavor to resolve the dispute by
mediation as provided herein.
Section 10.03. PRESENTATION OF WRITTEN CLAIM REGARDING
DISPUTES NOT RESOLVED BY NEGOTIATION. In the event that a dispute is not resolved
as a result of such negotiations, either party may at any time give formal written notice to the
other of a "claim." A "claim" as used herein means a demand or assertion by one of the parties
(the "claimant ") seeking, as a matter of right, adjustment or interpretation of contract terms, the
payment of money, an extension of time for performance or other relief with respect to the terms
of this Agreement or any other dispute or matter in question among the parties arising out of or
related to this Agreement. Such notice shall be in writing. After such notice is given, the
dispute resolution procedure provided for below shall immediately enter into effect.
Section 10.04. PERFORMANCE DURING MEDIATION. The claimant shall
continue with performance under this Agreement pending mediation of the dispute.
-39-
Section 10.05. APPOINTMENT OF MEDIATOR. Promptly following the making
of a written claim by any party, the parties will consult with one another to agree on the
appointment of a mediator acceptable to all parties. The mediator shall have experience in
matters of the kind giving rise to the claim. If within five (5) business days the parties are
unable to agree on the appointment of a mediator, then any party may request the appointment
of a mediator by the Center for Public Policy Dispute Resolution at the University of Texas at
Austin School of Law. The parties shall endeavor to secure such appointment from the Center
for Public Policy Dispute Resolution within ten (10) business days after the request for same is
made. The parties agree to utilize the mediator appointed by the Center unless they ultimately
reach agreement on an alternative selection and give notice to the Center that another selection
has been made by agreement.
Section 10.06. RULES FOR MEDIATION. The parties agree to the following
stipulations concerning the conduct of the mediation:
(a) The mediator shall be impartial among the parties and shall have no conflict of
interest.
(b) The mediator shall not have any past, present or anticipated financial interest in
the Agreement or the System except for the payment for services as mediator nor shall the
mediator have been previously employed or acted as a consultant, attorney, employee, engineer,
architect, contractor or subcontractor of any party nor have any present or anticipated future
engagement of the kind described. Before the engagement of the mediator is finalized, the
mediator shall provide to the parties a disclosure statement containing a resume of experience,
a description of past, present or anticipated future relationships to the System and the parties,
their engineers, contractors, subcontractors, attorneys, architects, or consultants.
(c) The mediation shall be held at a time and location mutually agreeable to the
parties and the mediator provided, however, that the mediation shall commence no later than
fifteen (15) business days following the confirmation of appointment.
(d) At least five (5) business days prior to the mediation, the claimant shall submit
to the parties and the mediator a statement of the claimant's position, the issues that need to be
resolved and a summary of the arguments supporting the claimant's position. At least two (2)
business days prior to the mediation, the responding parties shall submit their written response
to the claimant's statement and provide a summary of their arguments in response.
(e) If the parties agree that independent expert or technical advice would be helpful
in facilitating a negotiated resolution of the dispute, the mediator may make arrangements to
obtain such advice, and may, with the agreement of the parties, make arrangements for an
independent expert to render a non - binding advisory opinion with respect to any technical
matters in dispute after hearing the contentions of the parties with respect thereto. The expenses
of obtaining such independent advice or advisory opinion shall be borne equally by the parties.
(f) No party shall engage in any private interview, discussion or argument with the
mediator concerning the subject matter of the mediation.
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(g) The fees of the mediator and any other costs of administering the mediation shall
be borne equally by the parties unless otherwise agreed among them in writing.
(h) The mediator may promote settlement in any manner the mediator believes
appropriate at one or several mediation sessions as agreed to by the parties. The mediation shall
continue only so long as desired by the parties and with the consent of all of them.
(i) Mediation sessions shall be private unless otherwise required by law. Persons
other than the representatives of the parties may attend mediation sessions only with the
permission of all parties and the consent of the mediator.
(j) All communications made in the course of the mediation process including any
advice or advisory opinions rendered shall be confidential in accordance with V.T.C.A. Civil
Practice and Remedies Code, Section 154.073.
ARTICLE XI
EFFECTIVE DATE AND TERM OF AGREEMENT .
Section 11.01. EFFECTIVE DATE. This Agreement shall become effective upon
execution by BRA, LCRA and all Customers and such fact shall be communicated in writing to
the Customers by BRA and LCRA. This Agreement shall constitute the sole and only contract
between the Customers and BRA and LCRA regarding Wastewater disposal services and the
Customers hereby recognize and affirm their responsibility to make the payments required
hereunder.
Section 11.02. TERM OF AGREEMENT. This Agreement shall continue in force
and effect from the effective date hereof for a period of forty (40) years, and thereafter shall
continue in effect until any Bonds, or Bonds issued to refund same, if any, have been paid in
full. The Customers shall have the right to the continued performance of services provided
hereunder for the useful life of the System after amortization of LCRA's and BRA's investment
in the System, upon payment of charges by the Customers.
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IN WITNESS WHEREOF, the parties hereto acting under authority of their respective
governing bodies have caused this Agreement to be duly executed in several counterparts, each
of which shall constitute an original, all as of the day of , 1996.
ATTEST:
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
BRAZOS RIVER AUTHORITY
By:
Name:
Title:
LOWER COLORADO RIVER AUTHORITY
By:
Name:
Title:
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Year
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
Contractual Flows
(Kgal /yr)
295,833
763,434
2,054,527
3,113,794
332,698
837,529
2,110,788
3,281,015
375,476
926,151
2,168,633
3,470,260
423,218
1,002,874
2,228,011
3,654,103
443,585
1,096,387
2,307,625
3,847,597
464,280
1,189,462
2,390,100
4,043,842
487,020
1,285,494
2,475,488
4,248,002
510,124
1,378,240
2,563,943
4,452,307
533,594
1,469,636
2,655,565
4,658,795
557,465
1,581,983
2,750,406
4,889,854
581,774
1,694,367
2,848,723
5,124,864
606,557
1,806,750
2,950,514
5,363,821
Austin
Cedar Park
Round Rock
Total
Contractual Flow as
Percent of Total Flow
Austin
9.50%
1014%
10.82%
11.58%
11.53%
11.48%
11.46%
11.46%
11 45%
11 40%
11.35%
11.31%
Cedar Park
24.52%
25.53%
26.69%
27.45%
2850%
29.41%
3026%
30.96%
31.55%
32.35%
33.06%
33.68%
Round Rock
65.98%
64.33%
62.49%
60.97%
59.98%
59.10%
58 27%
57.59%
57.00%
56.25%
55.59%
55.01%
Total
10000%
10000%
100.00%
100.00%
100.00%
10000%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Maximum Month Daily
Average Flows (MGD)
Austin
0.97
1.09
1.23
1.39
1.46
1.53
1.60
1 68
1.75
1.83
1.91
1.99
Cedar Park
2 51
2.75
3.04
3.30
3.60
3.91
4.23
4.53
4.83
5.20
5.57
5.94
. Round Rock
6.75
6.94
7.13
7.32
7.59
7.86
8.14
8.43
8.73
9.04
9.37
9.70
Total
10.24
10.79
11.41
12.01
12.65
13.29
13.97
14.64
15.32
16.08
16.85
17.63
Total Available
-
Treatment Plant
Capacity Available
(MGD)
Cedar Park Regional
WWTP (MGD)
2.5
2 5
2 5
2.5
2.5
2.5
2.5
2.5
2.5
2.5
2.5
2.5
Round Rock East
Regional WWTP (MGD)
11.8
11.8
11.8
11 8
11.8
11.8
11 8
11.8
11.8
11.8
11 8
17.8
Round Rock West
RegionalWWTP (MGD)
3.0
30
3.0
3.0
3.0
3.0
3.0
30
3.0
3.0-
3.0
3.0
Total
17.3
17.3
17.3
17.3
17.3
17 3
17.3
17.3
17.3
17.3
17 3
23.3
Allocated Per Cent of
Available Treatment
Capacity
Austin 11 35%
11 35%
11.35%
11.35%
11.35%
11.35%
11 35%
11 35%
11.35%
11.35%
11.35%
11.36%
Cedar Park 33 06%
33.06%
33.06%
33 06%
3306%
33.06%
33.06%
33.06%
3306%
33.06%
33.06%
34 67%
Round Rock 55.59%
55.59%
55.59%
55.59%
55.59%
55.59%
55.59%
55.59%
55.59%
55.59%
55.59%
53 97%
Total I 100.00%
100 00%
100.00%
100 00%
100.00%
100 00%
10000%
100.00%
100 00%
100.00%
100.00%
100 00%
EXHIBIT _ 1
BRUSHY CREEK REGIONAL WASTEWATER SYSTEM
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Contractual Flows
(Kgal /yr)
631,742
1,919134
3,055,933
5,606,809
657,475
2,031,517
3,165,083
5,854,075
683,609
2,109,919
3,278,218
6,071,746
710,363
2,188,285
3,395,340
6,293,988
737,592
2,266,687
3,516,651
6,520,930
765,442
2,345,052
3,642,306
6,752,800
793,839
2,423,454
3,772,355
6,989,648
814,133
2,501,820
3,901,536
7,217,489
834,538
2 580 222
855,159
2 658 587
4,158,876
7,672,622
875,927
2,736,989
4,296.335
7,909,251
896,842
2,815,355
4,438,291
8,150,488
Austin
Cedar Park
Round Rock
Total
4,025,811
7,440,569
Contractual Flow as
Percent of Total Flow
Austin
11.27%
11.23%
11.26%
11.29%
11.31%
11.34%
11.36%
11.28%
11 22%
11.15%
11.07%
11 00%
Cedar Park
34.23%
34.70%
34.75%
34.77%
34.76%
34.73%
34.67%
34.66%
34 68%
34.65%
34.60%
34.54%
Round Rock
54.50%
54.07%
53.99%
5395%
53.93%
53.94%
53.97%
54.06%
54.11%
5420%
54.32%
54.45%
Total
100.00%
100.00%
100.00%
100.00%
100.00%
10000%
100.00%
100.00%
10000%
100.00%
100.00%
100.00%
Maximum Month Daily
-
Average Flows (MGD)
Austin
2.08
2.16
2 25
2.34
2.42
2.52
2.61
2.68
2 74
2.81
2 88
2.95
Cedar Park
6 31
6.68
6.94
7.19
7.45
7.71
7.97
8.23
8 48
8.74
9.00
9 26
Round Rock
10.05
10.41
10.78
11.16
11.56
11 97
12.40
12.83
13 24
13 67
14.12
14 59
Total
18 43
19.25
19.96
20.69
21.44
22.20
22.98
23.73
24 46
25.23
26.00
26 80
Total Available
Treatment Plant
Capacity Available
(MGD)
Cedar Park Regional
.
VWVTP(MGD)
2.5
2.5
2.5
2.5
25
2.5
2.5
2.5
2.5
25
2.5
2.5
Round Rock East
Regional WWTP(MGD)
17.8
17.8
17.8
17.8
17.8
17.8
17.8
23.8
23.8
238
23.8
238
Round Rock West
Regional WWTP (MGD)
30
3.0
3.0
30
3.0
30
3.0
3.0
3.0
30
3.0
3.0
Total
23.3
23.3
23.3
23.3
23.3
23.3
23 3
29.3
29.3
29.3
29.3
29.3
Allocated Per Cent of
Available Treatment
'
Capacity
Austin
11.36%
11.36%
11 36%
11.36%
11.36%
11.36%
11.36%
10.82%
10.82%
10.82%
1082%
10.82%
Cedar Park
34 67%
34.67%
34.67%
34.67%
34.67%
34.67%
34.67%
34.06%
34.06%
34 06%
34.06%
34.06%
Round Rock
5397%
53.97%
5397%
53.97%
53.97%
53.97%
53.97%
55.12%
55.12%
5512%
55.12%
55.12%
Total
10000%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
EXHIBIT _ 2
BRUSHY CREEK REGIONAL WASTEWATER SYSTEM
Year
2021
2022
2023
2024
2025
2026
2027
2028
2029
2036 2036
Downstream Upstream
3,577,000 3,577,000
8916,450 3,916,450
7,467,900 0
14,961,350 7,493,450
Contractual Flows
(Kgal /yr)
917,975
2,884,668
4,584,999
8,387,642
939,255
2,950,295
4,736,510
8,626,060
960,717
3,023,259
4,893,029
8,877,005
982,361
3,092,536
5,054,761
9,129,658
1,004,225
3,161,849
5,221,807
9,387,881
1,026,234
3,231,126
5,394,372
9,651,732
1,048,463
3,300,440
5,572,659
9,921,562
1,070,874
8369,717
5,756,824
1,093,504
3,439,030
5,947,069
""
Austin
Cedar Park
Round Rock
Total
Contractual Flow as
Percent of Total Flow
Austin
10.94%
10.89%
10.82%
10.76%
10.70%
10.63%
10.57%
10.50%
10.43%
23.91%
4774%
Cedar Park
34.39%
34.20%
34.06%
33.87%
3368%
33.48%
3327%
33.04%
32.82%
26.18%
5226%
Round Rock
54.66%
54.91%
55.12%
55 37%
55.62%
55 89%
56.17%
56.45%
56.75%
49.91%
0.00%
Total
100.00%
100 00%
100 00%
100 00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Maximum Month Daily
Average Flows (MGD)
Austin
3.02
3.09
3.16
3.23
3.30
337
3.45
3.52
3.60
Cedar Park
9.48
9.70
9.94
10.17
10.40
10.62
10.85
11.08
11.31
. Round Rock
15 07
15.57
16 09
16 62
17.17
17.73
18.32
18.93
19.55
. Total
27.58
28.36
29.18
30.02
30.86
31.73
32.62
33.53
34.45
Total Available
Treatment Plant
Capacity Available
(MGD)
Cedar Park Regional
WWiP (MGD)
2.5
2 5
2.5
2.5
2.5
2 5
2.5
2.5
2 5
Round Rock East
Regional WWfP(MGD)
23.8
23.8
238
29.3
29.3
29.3
29.3
29.3
29.3
Round Rock West
Regional WiNTP (MGD)
3.0
3.0
3.0
30
3.0
3.0
3.0
3.0
3.0
Total
29.3
29.3
29 3
34.8
34.8
34.8
3.4.8
34.8
34 8
Allocated Per Cent of
Available Treatment
Capacity
Austin
10.82%
10.82%
10.82%
10.43%
10.43%
10.43%
10.43%
1043%
10.43%
Cedar Park
34.06%
34 06%
34.06%
32.82%
32.82%
32.82%
32.82%
32.62%
32.82%
Round Rock
55.12%
5512%
55.12%
56 75%
56.75%
56.75%
56.75%
56.75%
56 75%
Total
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
10000%
100.00%
10000%
EXHIBIT _ 3
BRUSHY CREEK REGIONAL WASTEWATER SYSTEM
ATTEST:
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
\bralcra7.agt
CITY OF AUSTIN
By:
Bruce Todd
Mayor
CITY OF CEDAR PARK
By:
Dorthey Duckett
Mayor
CITY OF ROUND ROCK
By:
Charles Culpepper
Mayor
-43-
EXECUTIVE SUMMARY
OF THE
WASTEWATER DISPOSAL CONTRACT
Article 1. Definitions.
(e) "Annual Operation and Maintenance Expense Requirement" means
the amount budgeted for all Operation and Maintenance Expense
during any Fiscal Year.
(f) "Annual Project Requirement" means the amount budgeted for the
capital related costs of the System, including Bond Costs, GIF
Advanced Costs, and the LCRA Management Fee.
(r) "BRA Management Fee" means a 7% of the amount budgeted for the
Annual Operation and Maintenance Expense Requirement.
(s) "Capital Charge" means the monthly amount owed by each
Customer to pay for the Annual Project Requirement.
(x) "Contractual Flow" means the amount of Wastewater projected to
be discharged by a Customer in a particular year.
(aa) "Downstream Collection System" means that portion of the
System from Node B -3 downstream to the East Plant.
(hh) "Flow Charge" means the monthly amount paid by each Customer
for Annual Operation and Maintenance Expense Requirement.
(rr) "LCRA Management Fee" means the fee to be paid to LCRA
pursuant to Sec. 7.05.
(vv) "Operation and Maintenance Expense" means all costs of
operation and maintenance of the System.
(bbb) "Project Costs" means all acquisition and construction costs
for projects of the regional system.
(ggg) "System" means the wastewater treatment facilities owned by
LCRA
(iii) "Upstream Collection System" means the portion of the System
from Node B -3 upstream.
C \WPDCCS\A CITY \REGIM\LCRA BRA\EXESUf2.WPD /sls
1
ti.
2.01. General. In order to treat and dispose of Customers'
wastewater, LCRA will acquire, construct and own the System and BRA
will operate the System.
2.02. Acquisition and Construction of Phase I. LCRA and
Customers agree to proceed to consummate the "Acquisition
Contracts" with each Customer (cities). July 12, 1996 is
anticipated Funding Date. Austin and Round Rock agree to instruct
the WCID to transfer their rights in the Regional System to the
LCRA. LCRA agrees to proceed with the acquisition and construction
of the remainder of Phase I.
3.01. OPERATION. The System shall be operated by BRA.
3.02. COMPETITIVE BIDS. BRA will compare costs of private
operation with its own costs of operation. If BRA is operator, it
will evaluate taking competitive bids upon request of Advisory
Committee or when operating costs increase more than 150% of CPI.
4.01. DISCHARGE QUANTITIES. Customers have the right to
discharge Wastewater in the amounts described below:
a. Into Phase I:
Round Rock 8.7 mgd
Austin 1.2 mgd
Cedar Park 0.5 mgd at Onion Branch
2.5 mgd at CP Treatment Plant
b. Into Phase II:
Round Rock
Austin
Cedar Park
ARTICLE II. DESIGN, ACQUISITION AND
CONSTRUCTION OF SYSTEM BY THE ALLIANCE
ARTICLE III.
OPERATION OF SYSTEM BY BRA
ARTICLE IV. DISCHARGE OF
WASTEWATER AND METERING
8.7 mgd
1.8 mgd
5.6 mgd
2
4.04. Rate and Quantity at Point(s) of Entry. The rate of
wastewater will be metered and annual flow shall be used to
determine payment for the Flow Charges.
ARTICLE V.
QUALITY AND TESTING
ARTICLE VI. ACQUISITION AND
CONSTRUCTION OF PHASE I OF SYSTEM
6.01. Phasing of System Implementation. LCRA will acquire the
regional system assets on the initial funding date, and promptly
thereafter acquire and construct the remainder of Phase I.
Thereafter LCRA will acquire or construct subsequent phases as
described in Engineering Report.
6.04. Construction of Expansions. When either LCRA or BRA determine
that an Expansion is necessary, it will give 45 days written notice
of its intention to proceed with plans for such Expansion. A
request for an expansion from a Customer will be deemed a
reasonable basis for a determination, but will not require such a
determination. If LCRA or BRA are unwilling to construct the
Expansion, the requesting Customer may prepare plans for the
Expansion, subject to approval by the LCRA and BRA. When plans are
approved, the Customer may proceed with construction, under the
supervision of LCRA and BRA. Upon construction, LCRA shall own,
operate and maintain the Expansion.
7.01 Establishing budgets and charges. 75 days before commencement
of each Fiscal Year LCRA and BRA will prepare and file with each
Customer the tentative budgets for Annual Project Requirement and
Annual Operation and Maintenance Expense Requirement and
corresponding Capital Charges and Flow Charges for next year. If no
protest filed within 45 days the tentative Budgets and Charges will
be deemed in effect. If protest is filed a hearing will be held to
express views to the Board of Directors of LCRA or BRA.
7.04. Capital Charge.
ARTICLE VII. SYSTEM BUDGETS AND CHARGES
a) Each month each customer will pay its Capital Charge.
3
b) The Capital Charge is 1/12 of the Annual Project
Requirement based upon Contractual Flows as shown on
Exhibit
c) The Annual Project Requirement will be allocated to
Customers in two steps.
(i) The Annual Project Requirement will be
functionalized between Treatment Facilities,
Downstream Collection System and Upstream
Collection System.
(ii)(A) The Annual Project Requirement- Treatment
Facilities will be allocated among Customers in
proportion to their Contractual Flows. The
Contractual Flows may be changed for the following
reasons:
(I) If Customer's actual flow exceeds the
Contractual Flow prior to the next Expansion Year.
(II) If an Expansion Year is reached and
actual flows from each Customer are less than their
Contractual Flows, then Contractual Flows will
continued to be used.
(III) If an Additional Customer executes an
Agreement, the Contractual Flows of the Additional
Customer will be used to reallocate the Annual
Project Requirement of all Customers.
(IV) At least once every five years the
Customers will review assumptions and projections
in the Engineering Report.
(B) The Annual Project Requirement- Downstream
Collection System will allocated between Customers
and Additional Customers in proportion to their
Contractual Flow's in Year 2036 as shown in Exhibit
(C) The Annual Project Requirement- Upstream
Collection System will be allocated between
Customers (other than Round Rock).
7.05. Flow Charges. Each Customer will pay a monthly Flow Charge
equal to 1/12 of the Annual Operation and Maintenance Expense
Requirement.
4
7.07. Default. In event of default, the Alliance shall give notice
to defaulting Customer and all other Customers. If default is not
cured in 30 days the LCRA /BRA may terminate service. If default is
not cured in 90 days the LCRA /BRA may terminate Agreement with
defaulting Customer.
7.08. LCRA Management Fee. Customers agree to pay to LCRA 7% of the
Annual Project Requirement. To the extent that Austin pays cash for
its share of Project Costs, Austin shall pay 7% of the estimated
additional Capital Charge had LCRA financed Project Costs.
ARTICLE VIII. GENERAL PROVISIONS
8.01. Obligations of Customers. Alliance shall never have the right
to demand payment from Customers from funds raised by taxation.
8.02. Payments Constitute Operating Expenses. Payments for services
constitute "operating expenses" within meaning of Article 1113,
V.A.T.S.
8.03. Customers to establish adequate rates. Customer agrees to
establish adequate rates to make possible prompt payment of
payments required hereunder.
8.04. Mandamus. Alliance has right to writ of mandamus compelling
Customer to take all actions and to make prompt payment of all
charges.
8.05. Customer Remedies. Customers shall have right to writ of
mandamus compelling LCRA /BRA to perform obligations imposed by this
Agreement.
8.11. Contracts with Others in Relation to System.
(a) Customers have right to enter into contracts with other
persons to receive Wastewater.
(b) BRA and LCRA may enter into similar Agreements with
Additional Customers provided:
1) Agreement comply with this Agreement and are
substantially similar;
2) Such agreements do not prevent LCRA /BRA from meeting
their obligations under this Agreement;
5
3) such agreements do not cause adverse impacts on the
Charges to the existing Customers;
4) no agreement will be made for service within a
Customer's limits or ETJ
ARTICLE IX. ADVISORY COMMITTEE
9.01. Composition of Advisory Committee. Two representatives each
to be appointed by Round Rock, Austin, and Cedar Park.
9.02. Responsibility of Advisory Committee. Tp review and submit
recommendations to LCRA /BRA with regard to the following matters:
(a) Issuance of Bonds
(b) Operation and maintenance of the System
(c) Additional Customers
(d) Agreements with entities which are not Additional
Customers
(e) Review of Budgets
(f) Review of annual reports of the System
(g) Improvements and expansions to the System
(h) Review of O &M Reserve Fund and Repair and Replacement
Reserve Fund
(i) Any other pertinent matter related to the System.
ARTICLE X.
NEGOTIATION AND MEDIATION OF DISPUTES
10.01. Parties agree to attempt to resolve disputes by entering
into good faith negotiations and mediation, if necessary.
ARTICLE XI. EFFECTIVE DATES
AND TERM OF AGREEMENT
11.01. Effective Date. Upon execution by BRA, LCRA, and all
Customers.
11.02. Term of Agreement. For a period of 40 years and thereafter
until all Bonds have been paid in full. Customers have right to
continued services for useful life of System after amortization of
Alliance's investment, upon payment of charges by Customer, reduced
to take into consideration such amortization.
6
DATE: May 7, 1996
SUBJECT: City Council Meeting, May 9, 1996
ITEM: 14.E. Consider a resolution authorizing the
Mayor to execute a Wastewater Disposal
Agreement with LCRA /BRA Alliance
STAFF RESOURCE PERSON: Bob Bennett and /or Steve Sheets
STAFF RECOMMENDATION: Approval of the resolution
Late last year the City of Round Rock approached officials
with the LCRA and BRA requesting their assistance with respect to
the regionalization of wastewater treatment in the upper Brushy
Creek drainage basin in Williamson County.
In response to the City's request, LCRA and BRA formed an
informal "Alliance" to implement cooperation and the pooling of
resources to, among other things, construct, operate and maintain
a regional wastewater system in the Brushy Creek basin.
For the past five to six months, the Alliance and the cities
of Round Rock, Austin, and Cedar Park have negotiated the terms of
a proposed Wastewater Disposal Contract whereby the LCRA would
provide financing for the construction of the wastewater treatment
system, and the BRA would provide operation and maintenance of the
system. The City of Round Rock's primary concern is that the rates
to its customers should be no more under the Alliance option than
the option of the City financing and managing the wastewater system
itself.
An Executive Summary of the Wastewater Disposal Contract is
provided for your convenience to summarize the more important terms
and conditions of the Contract.
While the Contract is generally acceptable, there are some
relatively minor terms which remain to be negotiated. The Staff
recommends that the Council approve the general terms of the
Contract and to authorize the Mayor to sign the Contract subject to
the final negotiation and approval of the remaining terms by the
City Manager and City Attorney.
C \ WPCOCS \ACITY \BLCSSH88 \BLVSHHHS, J.,
THE POWER TO MAKE A DIFFERENCE.
September 19, 1996
Mr. Bob Bennett
City Manager
City of Round Rock
221 East Main
Round Rock, Texas 78664
Re: (Agreement for Acquisition of Wastewater System Assets dated July 12, 1996, by and
between the City of Round Rock and the Lower Colorado River Authority (the "Contract)
Dear Mr. Bennett:
I have enclosed LCRA's objections to the title commitment for the 1.935 acre tract as required
by our contract. We will work with you to resolve these matters and look forward to closing on
the purchase on or about October 2, 1996, as we have discussed with Steve Sheets and other
members of your staff.
Yours very truly,
hJ.Be. ".E.
anager, WaterCo
A_q(e- RECEIVED SEP 1 91996
The mcssion ojtbe Loner Colorado Rum. Authority (LCRA) is to provide reliable, !ow -cost utility and public seances in partnership wilb our customers and communities and
to use our leadership role and environmental aut only to ensure the protection and constructive use of the area's natural resources The LCRA is a Tema conservation and
reclamation district operating with no taring authority
P O BOX 220 AUSTIN, TX 78767.0220 (512) 473 -3200 (512) 473 -3298 FAX
:.
�,A
THE POWER TO MAKE A DIFFERENCE.
September 18, 1996
Mr. Bob Bennett
City Manager
City of Round Rock
221 East Main
Round Rock, Texas 78664
Re: Agreement for Acquisition of Wastewater System Assets dated July 12, 1996, by and
between the City of Round Rock and the Lower Colorado River Authority (the "Contract)
Dear Mr. Bennett:
After a review of the title commitment GF 96033644 CO, issued on the 1.935 -acre roadway to the East
Plant site, LCRA hereby gives you notice, in accordance with Paragraph 2.1 of the Contract, of
LCRA's objections to title on that tract:
1. Items listed on Schedule B of Commitment #GF 96033644 CO:
a. Item 10: Easement to Texas Power & Light dated July 1, 1940, referred to in deed
recorded in Vol. 320, Page 53, Deed Records, Williamson County, Texas;
b. Item 11: Easement recorded in Vol. 1235, Page 632; and
c. Item 13: Lack of a right of access to and from the property.
2. All exceptions, conditions, or requirements described in Schedule C of the title commitment
shall be released and/or satisfied prior to or at closing, and such items and requirements shall not be
exceptions to the title insurance policy to be provided by the City of Round Rock.
3. Any encumbrances or other title defects which may be shown on a current plat or survey of
the property.
4. Encumbrances, if any, resulting from, arising out of, or relating to the rights of parties under
that certain Wastewater Disposal Agreement dated April 11, 1988 between the Brushy Creek WCID
No.1, the City of Austin, and the City of Round Rock, as amended.
5. Encumbrances resulting from, arising out of, or relating to the rights of the parties under that
certain Wastewater Disposal Agreement dated December 16, 1985, between the above -named parties
The mission of the Lower Colorado RbverAutboHty (LCRA) is to provide reliable, low -cost utrbty and publw services in partnership with our customers and communities and
to use our leadership role and environmental authority to ensure the protection and constructive use of the area's natural resources, The LCRA is a Texas conservation and
reclamation district operating with no taxing aubonryy.
P.O. BOX 220 AUSTIN, TX 78767 -0220 (512) 473 -3200 (512) 473.3298 FAX
Mr. Bob Bennett
September 18, 1996
Page 2
and Williamson County Municipal Utility District No. 2 (now Brushy Creek Municipal Utility District)
and Williamson County Municipal Utility District No. 3, as amended.
We will need a current survey and plat of the site, prepared by a duly licensed Texas land surveyor.
The survey should be staked on the ground, and each plat should show the location of all highways,
streets, roads, railroads, creeks, or other water courses, fences, easements, and rights -of -way on or
adjacent to the site, if any, and should contain the surveyor's certification that there are no
encroachments on the site. It should contain the total number of acres and include a metes and bounds
description.
The objections in this letter relate only to the above - mentioned 1.935 -acre tract. LCRA reserves all
rights to object to title matters on other real property as the Contract may provide. We also are
working with Steve Sheets to ensure that any new agreement Round Rock executes with Austin will
not encumber this property; however, we reserve the right to make appropriate objections when that
document is finalized.
LCRA looks forward to closing the transaction contemplated in the Contract, and we will fully
cooperate with you in your efforts to resolve these title matters.
Y
uly,
'J „de
B - al, :iF
anager, WaterCo
pc: Mr. Stephan Sheets
Sheets & Crossfield
309 E. Main
Round Rock, Texas 78644
FAX (512) 255 -8986
Ms. Jackie Ellason
Georgetown Title Company, Inc.
1717 N. Mays
Round Rock, Texas 78680
FAX (512) 244 -9138
Mr. Ronald J. Freeman
Law Offices of Ronald J. Freeman
301 Congress Avenue, Suite,1400
Austin, Texas 78701
FAX (512) 469 -9015
LOWER COLORADO RIVER AUTHORITY
44319
Brazos River Authority
Mr. Bob Bennett
City Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Dear Mr. Bennett:
RAR:bok
t\brushylaccept.doc.
HAND DELIVERED
Re: Brushy Creek Regional Wastewater System
This letter is to confirm that the Brazos River Authority will assume operation of
the Round Rock East and Round Rock West plant pursuant to the terms of the
Wastewater Disposal Agreement, dated July 12, 1996, and the Agreement
Respecting Operation of Sewerage Treatment Plants Serving the City of Round
Rock, Texas, dated October 16, 1996, at 12:00 noon on October 16, 1996.
Thank you for your assistance in this matter.
Sincerely,
cc: Mr. Jim Clarno, Lower Colorado River Authority
Mr. Henry Huffman, OMI, Inc.
ROY A. ROBERTS, P.E.
General Manager
4400CobbsDrive • P.O.Box7555 • Waco, Texas 76714-7555
817 - 776-1941 • FAX 817- 772 -5780
-�� -Ds - COI- WE
QUALITY • CONSERVATION • SERVICE
October 16,_ 1996
THE POWER TO MAKE A DIFFERENCE.
August 22, 1996
Mr. Bob Bennett
City Manager
City of Round Rock
221 East Main
Round Rock, Texas 78664
Via Facsimile: (512) 218 -7097
RECEIVED AUG 2 61996
Re: Agreement for Acquisition of Wastewater System Assets dated July 12, 1996, by and
between the City of Round Rock and the Lower Colorado River Authority (the "Contract)
Dear Mr. Bennett:
After a review of the title commitments issued on the East Plant and West Plant sites, site
inspections, and other due diligence, LCRA hereby gives you notice, in accordance with
Paragraph 2.1 of the Contract, of LCRA's objections to title on the West Plant and East Plant
sites:
West Plant Site
1. Items listed on Schedule B of Commitment #GF 96033431 CP:
a. Item 10: Electric transmission and/or distribution line easement recorded in Vol.
329, Page 232, Deed Records, Williamson County, Texas;
b. Item 11: Easement for the passage of livestock to water as described in document
recorded in Vol. 472, Page 677; and
c. Item 19: Electric distribution line easement and right -of -way recorded in Vol.
733, Page 796; and
d. Items 12, 13, 14, and 18 of Schedule B do not affect the West Plant site and
should be removed from the title commitment.
The mission of the Lower Colorado Rims Authority (LCRA) is to provide reliable, low -cost utility and public services in partnership with our customers and communities and
to use our leadership role and environmental authority to ensure the protection and constructive use of the area's natural resources. The LCRA is a Texas toner alion and
reclamation district operating with no taxing authority.
PO BOX 220 AUSTIN, TX 78767.0220 (512) 473 -3200 (512) 473 -3298 FAX
Mr. Bob Bennett
August 22, 1996
Page 2
2. All exceptions, conditions, or requirements described in Schedule C of the title
commitment shall be released and/or satisfied prior to or at closing, and such items and
requirements shall not be exceptions to the title insurance policy to be provided by the City of
Round Rock.
3. Any encumbrances or other title defects which may be shown on a current plat or survey
of the property.
4. The City has obtained easement rights of ingress and egress as described in the
instrument recorded in Vol. 909, Page 823. Clear title to that or other access rights to the
property must be conveyed to LCRA at closing.
5. The possibility of environmental problems on the West Plant site, including the
"boneyard" and landfill located on the eastem portion of the property.
East Plant Site
1. Items listed on Schedule B of Commitment #GF 96033432 CP:
a. Item 10: Surface rights of the owners of mineral interests reserved in document
recorded in Vol. 504, Page 348, as amended by instrument recorded in Vol. 768, Page
654;
b. Item 11: Electric transmission and distributing line easement recorded in Vol.
224, Page 380;
c. Item 12: Electric transmission and distributing line easement recorded in Vol.
283, Page 522; and
d. Item 16: Lack of right of access to and from the plant site and crossing rights from
the railroad (see item 8 of Schedule C).
2. All exceptions, conditions, or requirements described in Schedule C of the title
commitment shall be released and/or satisfied prior to or at closing, and such items and
requirements shall not be exceptions to the title insurance policy to be provided by the City of
Round Rock. •
LOWER COLORADO RIVER AUTHORITY ;
Mr. Bob Bennett
August 22, 1996
Page 3
3. Any encumbrancess other title defects which may be shown on a current plat or survey
of the property.
4. The encroachment of equipment and facilities (including transformer, electric service
line, water meter, water line, sludge /water line, control panel, etc.) on the adjacent City of Austin
property.
5. Encumbrances, if any, resulting from, arising out of, or relating to the rights of parties
under that certain Wastewater Disposal Agreement, dated April 11, 1988 between the Brushy
Creek WCID No.1, the City of Austin, and the City of Round Rock, as amended, and that certain
Wastewater Disposal Agreement dated December 16, 1985, between the above -named parties
and Williamson County Municipal Utility District No. 2 (now Brushy Creek Municipal Utility
District) and Williamson County Municipal Utility District No. 3, as amended.
We will need a current survey and plat of each of the sites, prepared by a duly licensed Texas
land surveyor. Each survey should be staked on the ground, and each plat should show the
location of all improvements, highways, streets, roads, railroads, creeks, or other water courses,
fences, easements, and rights -of -way on or adjacent to the site, if any, and should contain the
surveyor's certification that there are no encroachments on the site. It should contain the total
number of acres and include a metes and bounds description.
The objections in this letter relate only to the East Plant and West Plant sites. LCRA reserves all
rights to object to title matters on other real property as the Contract may provide.
LCRA looks forward to closing the transaction contemplated in the Contract, and we will fully
cooperate with you in your efforts to resolve these title matters.
ery truly,
Jtseph J. Beal, P.E.
Manager, WaterCo
cc:
Mr. Stephan Sheets
Sheets & Crossfield
309 E. Main
Round Rock, Texas 78644
FAX (512) 255 -8877
LOWER COLORADO RIVER AUTHORITY
Mr. Bob Bennett
August 22, 1996
Page 4
Ms. Jackie Ellason
Georgetown Title Company, Inc.
1717 N. Mays
Round Rock, Texas 78680
FAX (512) 244 -9138
Mr. Ronald J. Freeman
Law Offices of Ronald J. Freeman
301 Congress Avenue, Suite 1400
Austin, Texas 78701
FAX (512) 469 -9015.,
! jt
h. 'f
LOWER COLORADO RIVER AUTHORITY
Name of Addressee
Bob Bennet
Company /Firm Name
City of Round Rock
Facsimile Number
512- 218 -7097
Re:
Agreement for Acquisition of Wastewater System Assets
• 08/22/98 15:34 3 512 473 4010
• 7
FAX TRANSMISSION
Date: August 22, 1996
From: Joseph J. Beal, P.C.
Manager, WaterCo
PLEASE DELIVER THE ATTACHED MESSAGE TO:
Comments /Special Instructions:
LCRA LEGAL DEPT
THIS MESSAGE I5 INTENDED ONLY FOR THE USE OF THE INDIVIDUAL TO WHOM IT IS ADDRESSED AND CONTAINS
INFORMATION THAT IS PRIVILEGED OR CONFIDENTIAL AND EXEMPT FROM DISCLOSURE UNDER LAW.
IRIPIrra
Number of pages attached; _4_
IF YOU ARE NOT THE ADDRESSEE NAMED ABOVE, OR THE EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING
THIS MESSAGE TO THE ADDRESSEE YOU ARE HEREBY NOTIFIED THAT ANY UNAUTHORIZED DISCLOSURE,
DISTRIBUTION, OR COPYING OF THIS MESSAGE IS STR /CTLYPROHIBITED. IF YOU HAVE RECEIVED THIS MESSAGE
IN ERROR PLEASE
NOTIFY THE SENDER IMMEDIATELY BY TELEPHONE AT THE NUMBER BELOW AND RETURN THE ORIGINAL MESSAGE
TO THE ABOVE ADDRESS WA U.S.MAIL. THANK YOU.
Can 1.3004785272 art. 2204 or 512173 -3304 H you have any questions or comments.
@3598
LCRA • P.O. Box 220 • Austin, Texas 78767 -0220
3701 Lake Austin Blvd. • Austin, Texas 78703
(512) 473 -3304 • FAX (512) 473.4010
IJ 001
. 08/22/96 15:35 $512 473 4010 LCRA LEGAL DEPT l 002
THE POWER 70 MAKE A DIFFERENCE.
August 22, 1996
Mr. Bob Bennett Via Facsimile: (512) 218 -7097
City Manager
City of Round Rock
221 Fast Main
Round Rock, Texas 78664
Re: Agreement for Acquisition of Wastewater System Assets dated July 12, 1996, by and
between the City of Round Rock and the Lower Colorado River Authority (the "Contract)
Dear Mr. Bennett:
After a review of the title commitments issued on the East Plant and West Plant sites, site
inspections, and other due diligence, LCRA hereby gives you notice, in accordance with
Paragraph 2.1 of the Contract, of LCRA's objections to title on the West Plant and East Plant
sites:
West Plant Site
1- Items listed on Schedule B of Commitment #GF 96033431 CP:
a. Item 10: Electric transmission and/or distribution line easement recorded in Vol.
329, Page 232, Deed Records, Williamson County, Texas;
b. Item 11: Easement for the passage of livestock to water as described in document
recorded in Vol. 472, Pagc 677; and
c. Item 19: Electric distribution line easement and right -of -way recorded in Vol.
733, Page 796; and
d. Items 12, 13, 14, and 18 of Schedule B do not affect the West Plant site and
should be removed from the title commitment.
The mission of Ms Lower Colorado RinerAwhoriry (FI RA) ie to pnnide mlinbl; low-cost reap and public services In parhrersbrp with orn •,avumer and communities and
In use our kmdersb0 role and environmental authority m ensure the protection and constmctive use (Jibe IORa ;'S natrral narnwxs. 0* i.CRA is a 7kun ennsanedron and
reclwaallon district operating with no faxing authority.
P.O. BOX 220 AUSTIN. TX 78767.0220 15121 4 73.3200 151'il 473.13'18 FAX
t
08/22/98 15:35
Mr. Bob Bennett
August 22, 1996
Page 2
$512 473 4010
LCRA LEGAL DEPT
2. All exceptions, conditions, or requirements described in Schedule C of the title
commitment shall be released and/or satisfied prior to qr at closing, and such items and
requirements shall not be exceptions to the title insurance policy to be provided by the City of
Round Rock.
3. Any encumbrances or other title defects which may be shown on a current plat or survey
of the property.
4. The City has obtained easement rights of ingress and egress as described in the
instrument recorded in Vol. 909, Page 823. Clear title to that or other access rights to the
property must be conveyed to LCRA at closing.
5. The possibility of environmental problems on the West Plant site, including the
"boneyard" and landfill located on the eastern portion of the property.
Fast Plant Site
I. Items listed on Schedule B of Commitment #GF 96033432 CP:
a. Item 10: Surface rights of the owners of mineral interests reserved in document
recorded in Vol. 504, Page 348, as amended by instrument recorded in Vol. 768, Page
654;
b. Item 11: Electric transmission and distributing line easement recorded in Vol.
224, Page 380;
c. Item 12: Electric transmission and distributing line easement recorded in Vol.
283, Page 522; and
d. Item 16: Lack of right of access to and from the plant site and crossing rights from
the railroad (see item 8 of Schedule C).
2. All exceptions, conditions, or requirements described in Schedule C of the title
commitment shall be released and/or satisfied prior to or at closing, and such items and
requirements shall not be exceptions to the title insurance policy to be provided by the City of
Round Rock.
LOWER COLORADO RIVERAIJUIORnY
e 003
. 08/22/98 15:35
Mr. Bob Bennett
August 22, 1996
Page 3
3. Any encumbrances or other title defects which may be shown on a current plat or survey
of the property.
4. The encroachment of equipment and facilities (including transformer, electric service
line, water meter, water line, sludge/water line, control panel, etc.) on the adjacent City of Austin
property.
5. Encumbrances, if any, resulting from, arising out of, or relating to the rights of parties
under that certain Wastewater Disposal Agreement dated April 11, 1988 between the Brushy
Creek WCID No.1, the City of Austin, and the City of Round Rock, as amended, and that certain
Wastewater Disposal Agreement dated December 16, 1985, between the above -named parties
and Williamson County Municipal Utility District No. 2 (now Brushy Creek Municipal Utility
District) and Williamson County Municipal Utility District No. 3, as amended.
We will need a current survey and plat of each of the sites, prepared by a duly licensed Texas
land surveyor. Each survey should be staked on the ground, and each plat should show the
location of all improvements, highways, streets, roads, railroads, creeks, or other water courses,
fences, easements, and rights -of -way on or adjacent to the site, if any, and should contain the
surveyor's certification that there are no encroachments on the site. It should contain the total
number of acres and include a metes and bounds description.
The objections in this letter relate only to the East Plant. and West Plant sites. LCRA reserves all
rights to object to title matters on other real property as Contract may provide.
LCRA looks forward to closing the transaction contemplated in the Contract, and we will fully
cooperate with you in your efforts to resolve these title matters.
cc:
Mr. Stephan Sheets
Sheets & Crossfield
309 E. Main
Round Rock, Texas 78644
FAX (512) 255 -8877
LOWER COLORADO RmutAmtloRRY
$512 473 4010
LCRA LEGAL DEPT Idj004
, 08/22/98 15:36 $512 473 4010 LCRA LEGAL DEPT fj005
Mr. Bob Bennett
August 22, 1996
Page 4
Ms. Jackie Ellason
Georgetown Title Company, Inc.
1717 N. Mays
Round Rock, Texas 78680
FAX (512) 244 -9138
Mr. Ronald 3. Freeman
Law Offices of Ronald J. Freeman
301 Congress Avenue, Suite 1400
Austin, Texas 78701
FAX (512) 469 -9015
LOWER COLORADO RwmtAtimouny
RECITALS
£- % -05 o9--NL
AGREEMENT FOR ACQUISITION OF WASTEWATER SYSTEM ASSETS
THIS AGREEMENT FOR ACQUISITION OF WASTEWATER SYSTEM ASSETS (the
"Agreement ") is made and entered into as of the 1 day of - 3 - uit, , 1996 (the "Effective
Date "), by and between the LOWER COLORADO RIVER AUTHY, a conservation and
reclamation district and political subdivision of the State of Texas ( "Buyer "), the BRAZOS
RIVER AUTHORITY, a conservation and reclamation district and a political subdivision of the
State of Texas ("BRA ") and the CITY OF ROUND ROCK, a Texas municipal corporation
( "Seller ").
A. Seller is the current owner of those certain wastewater system assets more
particularly described herein in Exhibit A (the "Regional System Assets ").
B. Seller desires to sell and convey to Buyer and Buyer desires to purchase and
acquire from Seller the Regional System Assets upon the terms and conditions more particularly
set forth in this Agreement.
C. Buyer and BRA are entering into this Agreement for the purpose of furthering the
objectives of the Brazos - Colorado Water Alliance.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
Independent Contract Consideration stated herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
PURCHASE AND SALE OF THE PURCHASED REGIONAL SYSTEM ASSETS
Section 1.1. Transfer of Purchased Regional System Assets by Seller. Subject and
pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined
in Section 5.1 hereof), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the
following:
(a) Facilities. (i) All of the plants, pipes, pumps, fittings, valves, fixtures,
equipment, and other tangible assets listed on Schedule 1 of Exhibit A attached hereto
and incorporated herein for all purposes (the "Facilities "); and (ii) the other tangible
assets of Seller listed on Exhibit A which are relevant and necessary for the Buyer's
ownership and operation of the Regional System Assets and to the extent Seller needs to
retain originals of each of the items in (a)(ii), copies only shall be delivered to Buyer.
A complete inventory ("Inventory") of the stock, parts, chemicals, tools and equipment
which are owned by Seller and necessary for the operation of the Regional System Assets
shall be taken at the expiration of the Review Period (defined below), by Buyer and
Seller. The full list of all items shown on the Inventory shall constitute a part of the
Facilities to be transferred to Buyer at Closing. If any item listed on the Inventory is
sold or transferred to any person following the completion of the Inventory, it shall be
replaced with an item of equal or better quality and type.
(b) Contracts. (i) All contracts, option rights, permits, certificates, licenses,
reimbursements rights, deposits, service agreements, warranties, goodwill and other
intangible assets of Seller including any security or deposits associated therewith which
are related to the ongoing operation and ownership of the Regional System Assets
including but not limited to those more particularly described on Exhibit A attached
hereto and incorporated herein for all purposes; and (ii) all liens, security interests,
deposits and letters of credit and other matters pledged to secure the obligations or
performance of any party under such contracts or agreements of Seller (collectively
referred to herein as the "Contracts ").
(c) Property. All land and interests therein, including without limitation plant
sites, easements and rights -of -way owned or held by Seller for the installation, use and
maintenance of, or otherwise associated with the Facilities, all of which land and interests
therein are more particularly described on Exhibit A attached hereto and incorporated
herein by reference for all purposes, together with all and singular the rights, privileges,
and appurtenances pertaining to said land and interests therein, including any right, title,
and interest of Seller in and to adjacent streets, alleys, or rights -of -way, together with
any improvements, fixtures, and personal property of Seller situated on and attached to
said land and interests therein (collectively referred to herein as the "Property").
The Facilities, Contracts, and Property are collectively referred to herein as the "Regional
System Assets ".
Section 1.2. Purchase Price and Payment.
(a) The Purchase Price (herein so called) for the Regional System Assets shall
be Fourteen Million Nine Hundred Fifteen Thousand Six Hundred Forty-Five and
No /100 Dollars ($14,915,645) or such other amount as may result from any adjustment
to the price as provided in Section 1.2(b) below payable in case on the Closing Date.
(b) (i) The Purchase Price shall be adjusted by the amount of any capital
related costs expended by Round Rock after the Effective Date to improve the Regional
System Assets provided such expenditures result from a need to improve the Regional
System Assets to comply with applicable regulatory requirements for which the Regional
System Assets were not originally designed but which are now imposed upon the
Regional System Assets by a regulatory authority (but not including ordinary maintenance
or repairs). It is specifically provided, however, that before making any such
expenditures Seller shall provide Buyer with written notice of the required expenditure,
including the reason for the expenditure, plans and specifications for the improvement,
-2-
a preliminary cost estimate and such other information as may be appropriate to assist
Buyer in understanding the need for and the nature of the expenditure and improvement.
After receipt of such notice, Buyer shall have thirty (30) days to review, comment upon
and approve the expenditure and improvement, which review, comment and approval
shall not be unreasonably withheld or delayed. Thereafter, Seller, in cooperation with
Buyer, shall cause such improvement to be made and any expenses incurred by Seller in
connection therewith prior to the Closing Date shall be added to the Purchase Price
pursuant to Section 1.2(a) above. At or before Closing, Seller shall provide Buyer
adequate proof of such expenditures, and any resulting improvements shall be considered
part of the Regional System Assets.
(ii) The parties further agree that the Purchase Price set forth in
Section 1.2 (a) above was determined by Round Rock using the net book value of the
Regional System Assets, said net book value consisting of original cost of the assets less
accumulated depreciation using generally accepted accounting principles, for all of the
Regional System Assets except the treatment plant sites for the Round Rock East and
West Plants which were valued at comparable market value at the time this Agreement
is being executed. The parties agree that during the Review Period, they will review the
Purchase Price determined utilizing these principles and make appropriate adjustments
to the Purchase Price, either upwards or downwards, to reflect a more appropriate
Purchase Price based on these principles if further investigation warrants such changes.
The parties agree to cooperate in good faith in making any such adjustments.
Section 1.3. Earnest Money. Upon the execution of this Agreement by all parties
hereto, Buyer shall deliver its check in the amount of Ten Thousand and No /100 Dollars
($10,000.00) (hereinafter called the "Earnest Money ") to Georgetown Title Company of Austin,
Texas ( "Title Company "). In the event this Agreement is closed, the Earnest Money shall be
credited to the Purchase Price. In the event this Agreement is not closed, then the Earnest
Money shall be disbursed in accordance with the terms of this Agreement.
Section 1.4. Independent Consideration. Contemporaneously with the execution of this
Agreement, Buyer hereby delivers to Seller and Seller hereby acknowledges the receipt of a
check in the amount of One Hundred and No /100 Dollars ($100.00)( "Independent Contract
Consideration "), which amount the parties bargained for and agreed to as consideration for the
Seller's grant to Buyer of Buyer's exclusive right to purchase the Regional System Assets
pursuant to the terms hereof and for Seller's execution, delivery and performance of this
Agreement. This Independent Contract Consideration is in addition to and independent of any
other consideration or payment provided in this Agreement, is nonrefundable under any
circumstances, shall not be credited to the Purchase Price and shall be retained by Seller
notwithstanding any other provisions of this Agreement.
Section 1.5. Other Assets to be Conveyed to Buyer. Contemporaneously with entering
into this Agreement, Buyer and Seller have also entered into that certain "Wastewater Disposal
Contract" together with the BRA and the "Supplemental Agreement" thereto (collectively, the
"Wastewater Disposal Contract "). Seller has also previously entered into that certain
"Agreement for Termination of Brushy Creek Regional Wastewater Disposal Agreement" dated
-3-
September 19, 1994, among Seller, the City of Austin and Brushy Creek WCID No. 1, as
amended by the first amendment thereto among said same parties dated September 18, 1995 and
the second amendment dated March 19, 1996 (collectively, the "Termination Agreement ").
Seller agrees to diligently pursue implementation of the Termination Agreement. As Seller
acquires "Regional System Assets" as that term is defined in the Wastewater Disposal Contract,
it shall sell the same to Buyer at a price equal to the original cost thereof less depreciation under
terms substantially the same as in this Agreement except that closing on such sale shall be as
soon as reasonably possible after implementation of the Termination Agreement.
ARTICLE II
TITLE MATTERS
Section 2.1. Title Commitment Review. Within fifteen (15) days from the Effective
Date, the Seller, at the Buyer's sole cost and expense, shall furnish to the Buyer and Buyer's
counsel a current commitment (hereinafter called the "Title Commitment") for the issuance of
an Owner's Policy of Title Insurance to the Buyer from the Title Company, insuring the
Property and such portions of the Regional System Assets as may be real property or interests
therein (collectively, the "Insured Property ") for an amount equal to the portion of the Purchase
Price related to the Insured Property together with good legible copies of all documents
constituting exceptions to Seller's title as reflected in the Title Commitment. Buyer shall have
until thirty (30) days after receipt of the Title Commitment to review the Title Commitment and
to deliver to Seller in writing such objections as Buyer may have to anything contained or set
forth in the Title Commitment. Any items to which Buyer does not object by the end of said
thirty (30) days shall be deemed to be "Permitted Exceptions" (herein so called). As to items
to which Buyer makes objections, Seller shall have an obligation to cooperate with Buyer to
effectuate the cure of such objections. In the event such matters are not cured prior to the
earlier of July 1, 1996, or Closing, Buyer shall have the right to either (1) terminate this
Agreement, in which event Buyer shall receive a full refund of the Earnest Money and neither
party hereto shall owe any further obligations one to the other hereunder, or (2) waive such title
matters and proceed to Closing, whereupon such waived title matters shall also be deemed
"Permitted Exceptions."
Section 2.2. Title Policy. As soon as reasonably practical after Closing, the Seller shall
furnish the Buyer, at the Seller's sole cost and expense, with an Owner's Policy of Title
Insurance issued by the Title Company on the standard form in use in the State of Texas,
insuring good and indefeasible title to the Insured Property in the Buyer, subject only to the
Permitted Exceptions and the standard printed exceptions, except at Buyer's sole cost and
expense, the exception relating to discrepancies, conflicts or shortages in area or boundary lines,
or any encroachments or protrusions or any overlapping of improvements shall be modified to
delete such exception, except as to "shortages in area ". All exceptions, conditions or
requirements described in Schedule C of the Title Commitment shall be released and /or satisfied
prior to or at Closing and such items and requirements shall not be exceptions to the Owner's
Policy of Title Insurance to be provided by Seller.
-4-
ARTICLE III
REVIEW ITEMS
Section 3.1. Review Items. Within five (5) working days after the Effective Date,
Seller shall make available for reasonable inspection and copying (at Buyer's expense) by Buyer
during normal working hours in Round Rock, Texas, the following (the "Review Items "):
(a) To the extent same are reasonably available to or in Seller's possession,
copies of all non - attorney client privileged books, records, operating reports, trade
account reports, accounts payable and receivable lists, vendor contracts, management
agreements, maintenance records, purchase or sale contracts, deeds, easements, licenses,
permits, certificates, soil reports, and engineering reports (including, without limitation,
endangered species, environmental and governmental inspection reports of Seller related
to the ownership or operation of the Regional System Assets relating to or in respect of
the physical condition or operation of Regional System Assets; and
(b) To the extent same are reasonably available to or in Seller's possession,
a list of all insurance policies covering or affecting the Regional System Assets, both
casualty and liability, together with copies of such policies.
ARTICLE IV
REVIEW PERIOD
Section 4.1. Feasibility Review. During the period beginning on the Effective Date and
continuing until the thirtieth (30th) day following the Effective Date (the "Review Period "),
Buyer shall have the right during normal business hours and upon reasonable prior notice to
Seller, to conduct any and all reviews, investigations or examinations of the Review Items and
the Regional System Assets which Buyer determines necessary in Buyer's sole and absolute
discretion; provided such reviews, investigations and examinations shall not unreasonably
interfere with Seller's operation of the Regional System Assets. Buyer shall be obligated to
restore the Regional System Assets or any item related thereto substantially to its prior condition
to the extent Buyer's review, investigation or examination changed same and this obligation shall
survive any termination of this Agreement. Seller may, at Seller's option, accompany Buyer
during any such inspections. Notwithstanding any provisions herein or elsewhere to the
contrary, Buyer, for any reason or no reason whatsoever, shall be entitled to terminate this
Agreement by delivering written notice of termination to Seller on or before the expiration of
the Review Period in which event this Agreement shall terminate, the Earnest Money, if any,
shall be returned to Buyer and neither party shall have any further rights or obligations under
this Agreement. The failure of Buyer to deliver written notice of termination to Seller shall be
deemed an acceptance of the Regional System Assets and Review Items and a waiver of any
termination rights under this Section 4.1.
-5-
ARTICLE V
REPRESENTATIONS AND COVENANTS
Section 5.1. Representations and Warranties of Buyer. Buyer represents and warrants
to Seller that the following are true, accurate and complete as of the Effective Date: each of the
persons executing this Agreement on behalf of Buyer is duly authorized to do so; Buyer has full
right and authority to enter into this Agreement and to consummate the transaction described in
this Agreement; this Agreement constitutes the valid and legally binding obligations of Buyer
and is enforceable against Buyer in accordance with its terms; and neither the execution or
delivery of this Agreement nor the performance of Buyer's obligations under this Agreement
violates, or will violate, any contract or agreement to which Buyer is a party or by which Buyer
is otherwise bound.
Section 5.2. Seller's Representations and Warranties. Seller represents and warrants
to Buyer that the following are true, accurate and complete, as of the Effective Date: each of
the persons executing this Agreement on behalf of Seller is duly authorized to do so; Seller has
full right and authority to enter this Agreement and to consummate the transaction described in
this Agreement; this Agreement constitutes the valid and legally binding obligation of Seller, and
is enforceable against Seller in accordance with its terms, subject to applicable law; and neither
the execution or delivery of this Agreement nor the performance of Buyer's obligations under
this Agreement violates, or will violate, any contract or agreement to which Buyer is a party or
by which Buyer is otherwise bound.
Section 5.3. Covenants. In addition to Seller's and Buyer's other agreements and
undertakings hereunder, Seller and Buyer hereby covenant and agree with each other that:
(a) Notices Received. Seller, at its sole cost and expense, will promptly
deliver to the Buyer copies of any written notices or promptly inform Buyer of any other
notices received or of which Seller gains actual knowledge and possession alleging the
occurrence of any default or alleged default under any of the Contracts, or any violation
or alleged violation of any law, regulation, order or other requirement of any
governmental authority having jurisdiction over the Regional System Assets.
(b) Operation. Seller, at its sole cost and expense, shall continue to operate,
manage and maintain the Regional System Assets in substantially the same manner that
Seller has heretofore operated, managed and maintained and operated the Regional
System Assets through Closing. Should Seller desire to change the operation,
management or maintenance of the Regional System Assets in some extraordinary way
including but not limited to incurring any additional debt or contractual obligations for
which Buyer would be liable, terminating or amending any Contract, or entering into any
additional service or sale contract, Seller shall notify Buyer in writing in advance and
obtain Buyer's approval thereof in writing before taking such action or entering into such
agreement, which approval shall not be unreasonably withheld or delayed.
(c) Liens, Claims, Encumbrances and Agreements. Except as otherwise
disclosed to Buyer in the Permitted Exceptions or in Exhibit B hereto, no portion of the
-6-
Regional System Assets shall be subject at the Closing to any liens, claims or
encumbrances or any agreements, including any management agreement or understanding
respecting the Regional System Assets, so that Buyer shall receive all of the Regional
System Assets free and clear of any such liens, claims or encumbrances or any
agreements, including any management agreement(s).
(d) Notice to Texas Natural Resource Conservation Commission. Buyer, at
Buyer's sole cost and expense, shall deliver to the Texas Natural Resource Conservation
Commission (the "TNRCC ") all required notices, if any, with respect to the change in
ownership of the Regional System Assets and the transfer of deposits and obtain any
approval, if required, of same. Seller shall have the right to review any filings made
with the TNRCC prior to the filing of same and Seller shall otherwise cooperate and
assist Buyer to the extent reasonably necessary in obtaining such approvals.
Section 5.4. Closing Updates.
(a) At Closing, Seller shall provide to Buyer a Seller Closing Certificate (so
called herein) which shall certify, represent and warrant to Buyer, as of the date of
Closing that (i) each and every of the covenants contained in Section 5.3(a), (b), and (c)
of this Agreement has been fully satisfied, and (ii) each and every of the representations
and warranties contained in Sections 5.2 and 7.5 of this Agreement are and continue to
be true and correct on the date of Closing, provided, should an event occurring during
the pendency of this Agreement make any of such representations and warranties not
correct on the date of Closing, such non - compliance shall be indicated and described on
the Seller Closing Certificate. The obligation of the Buyer to close this transaction is
expressly conditioned upon the representations and warranties contained in Sections 5.2
and 7.5 hereof being true and correct on the date of Closing and the covenants contained
in Section 5.3(a), (b) and (c) hereof being fully satisfied on the date of Closing.
(b) At Closing, Buyer shall provide to Seller a Buyer Closing Certificate (so
called herein) which shall certify, represent and warrant to Seller, as of the date of
Closing that (i) each and every of the covenants contained in Section 5.3(d) of this
Agreement has been fully satisfied and (ii) each and every of the representations and
warranties contained in Section 5.1 of this Agreement are and continue to be true and
correct on the date of Closing, provided, should an event occurring during the pendency
of this Agreement make any of such representations and warranties not correct on the
date of Closing, such non - compliance shall be indicated and described on the Buyer
Closing Certificate. The obligation of the Seller to close this transaction is expressly
conditioned upon the representations and warranties contained on Section 5.1 hereof
being true and correct on the date of Closing and the covenants in Section 5.3(d) being
fully satisfied on the date of Closing.
-7-
ARTICLE VI
CASUALTY PRIOR TO CLOSING
Section 6.1. Casualty. In the event the Acquired Regional System Assets or any of
them should be damaged by any casualty prior to Closing, and the cost of repairing such
damage, as estimated by an engineer, architect or contractor retained by the Buyer and mutually
agreeable to Buyer and Seller, is:
(a) less than or equal to TEN THOUSAND AND NO /100 DOLLARS
($10,000.00), then the Seller shall, at Seller's sole cost and expense, repair such damage
as promptly as is reasonably possible, restoring the damaged property at least to its
condition immediately prior to such damage; and in such event, the Buyer may elect to
defer Closing until such repair is made, or the Buyer may elect to close and have the
Title Company temporarily withhold from Seller One Hundred Fifty Percent (150 %) of
the funds necessary to make such repairs until the Seller has repaired such damage
pursuant to the provisions hereof; or if said cost is
(b) more than TEN THOUSAND AND NO /100 DOLLARS ($10,000.00),
then the Buyer may elect to terminate this Contract whereupon Buyer shall be provided
a full refund of the Earnest Money. If the Buyer does not so elect to terminate this
Contract, then the Closing shall occur as scheduled, whereupon the Seller shall pay to
the Buyer, at Closing, any funds actually received in replacement of the damaged
property by Seller as insurance proceeds relating to such casualty, and the sale shall be
closed without the Seller repairing any such damage.
ARTICLE VII
CLOSING
Section 7.1. Time and Place of Closing. The Closing Date shall be (i) July 25, 1996,
or (ii) such other date as may be agreed to in writing between the parties or as provided in
Section 7.2 below. The Closing of the transaction contemplated by this Agreement (the
"Closing ") shall be held at 10 a.m., local time on the Closing Date, at the offices of the Title
Company in Round Rock, Texas, or at such other date, time and place as may be mutually
agreed upon in writing by the parties. All matters to take place at the Closing shall take place
simultaneously, and no delivery shall be considered to have been made until all such proceedings
have been completed.
Section 7.2. Conditions to Closing. Notwithstanding anything in this Agreement to the
contrary, it is specifically agreed that neither Seller nor Buyer shall be under any obligation to
close the transaction(s), or any portion thereof, contemplated by this Agreement, until (i) Seller
has been able to issue, sell, deliver and receive payment for its bonds or other debt obligations
in an amount sufficient to provide Seller with the funds necessary to pay the Purchase Price, and
(ii) all required notices or governmental approvals, if any, including, without limitation, any
notification to or consent by TNRCC, have been given or obtained. If either or both of these
conditions have not occurred by the Closing Date, the Closing Date shall be extended for a
reasonable period of time in order to allow the unresolved condition to be satisfied, provided in
-8-
no event shall the Closing Date be extended beyond September 30, 1996, unless the required
approval is still pending without resolution but is being pursued in good faith by Buyer and there
is a reasonable likelihood of receiving such consent or approval, in which event the Closing Date
shall continue to be extended periodically for reasonable periods of time to allow such consent
or approval to be obtained.
Section 7.3. Seller Delivery. At the Closing, Seller shall deliver or cause to be
delivered to Buyer, at Seller's sole cost and expense, each of the following items:
(a) A deed with general warranty duly executed and acknowledged by Seller,
and in form for recording, conveying good and indefeasible title in the Insured Property
to Buyer subject only to Permitted Exceptions (collectively, the "Deed ").
(b) A Bill of Sale and Assignment ( "Assignment ") duly executed and
acknowledged by Buyer and Seller, transferring and assigning to Buyer without warranty
or recourse the Facilities and the Contracts and providing for Buyer's assumption of all
of Seller's obligations and liabilities under or related to the Facilities or the Contracts.
The Assignment shall contain as exhibits recertified and updated lists of the Facilities and
Contracts. The Assignment shall further include Seller's covenant to reasonably
cooperate with Buyer to secure performance by any warrantor or contractor for any work
which the Buyer believes should be performed by any warrantor or contractor pursuant
to any assigned guaranties or warranties.
(c) An affidavit in the form acceptable to Title Company from Seller pursuant
to Section 1445 of the Internal Revenue Code and /or applicable regulations relating
thereto stating (a) that Seller is not a foreign person, (b) the Seller's name, U.S. taxpayer
identification number and address (home address for individuals, office address for
entities), and (c) such other information as may be required by Section 1445 of the Code
or the Regulations thereunder. An executed counterpart of this affidavit may be
furnished to the Internal Revenue Service at or following Closing.
(d) The Seller Closing Certificate in form specified in Section 5.4(a) duly
executed and acknowledged by Seller.
(e) A secretary's certificate and corporate resolution indicating that Seller has
all requisite power and authority to own and convey the Regional System Assets, that all
requisite corporate consents and approvals have been obtained and that the person
executing the documents in furtherance of this Agreement has all requisite authority to
do so.
(f) An updated Title Commitment revised to show only the Permitted
Exceptions in the form specified in Section 2.1 hereof and evidence of the deposit with
the Title Company of the applicable premium for the Owner Policy.
-9-
(g) An affidavit(s) as to debts and liens in the form customarily used by the
Title Company, addressed to each of Buyer and the Title Company, and executed by
Seller, if applicable.
(h) Any other additional documents and instruments as in the mutual opinion
of Buyer's counsel and Seller's counsel are reasonably necessary to the proper
consummation of this transaction.
(i)
All combinations to all locks related to the Regional System Assets.
(j) To the extent reasonably available, the originals of all matters agreed to
be transferred to Buyer at Closing, unless otherwise noted, pursuant to Section 1.1(a) and
(b) of this Agreement.
Section 7.5. Seller's Additional Representations and Warranties. By the execution of
this Agreement and again by execution of any instruments of conveyance, transfer or assignment
at Closing, Seller, except to the extent specifically set forth in Schedule 4 of Exhibit A attached
hereto, represents and warrants that, to the best of Seller's knowledge, there are no defects,
impairments, impediments, defaults, breaches, encumbrances or other similar problems with
respect to (i) the quality, layout or physical condition or state of repair of the Regional System
Assets, (ii) the location of the Regional System Assets in any flood plain, flood way or special
flood hazard area, (iii) the presence of any geological fault or unsatisfactory soil condition,
(iv) the availability of utilities, including water, wastewater, electricity, natural gas, telephone
and cable television, to or on the Regional System Assets, (v) access of the Regional System
Assets to a public road, (vi) the income, expenses, suitability or safety of the Regional System
Assets for any and all activities and uses which Buyer may conduct thereon, including Buyer's
continuation of the current use and activity, (vii) compliance by Seller and /or other parties in
relation to the Regional System Assets with any laws, rules, ordinances, or regulations of any
applicable governmental authority, including zoning and other land use regulations, or (viii) the
habitability, merchantability, marketability, suitability or fitness of the Regional System Assets
for a particular purpose, and (ix) Seller's compliance with any environmental protection,
pollution or related land use laws, rules, regulations, orders or requirements, including, but not
limited to, those pertaining to the use, handling, generating, treating, storing or disposing of any
hazardous waste, hazardous substances, petroleum product storage tanks or asbestos, those
pertaining to public drinking water systems or utilities and those pertaining to protection of
endangered or threatened species. The provisions contained in this paragraph shall be contained
in any instruments of conveyance, transfer or assignment at Closing, and shall survive delivery
of this Agreement and delivery of any instruments of conveyance, transfer or assignment at
Closing.
items:
Section 7.6. Buyer Delivery. At the Closing, Buyer shall deliver to Seller the following
(a) Buyer's Closing Certificate pursuant to Section 5.4(b) of this Agreement.
-10-
(b) A corporate resolution indicating the Buyer has all requisite power and
authority to own and/or lease the Regional System Assets, that all requisite corporate
consents and approvals have been obtained and that the person executing the documents
in furtherance of this Agreement has all requisite authority to do so.
hereof.
(c) The Purchase Price in the amount and manner specified in Section 1.2
(d) Such evidence or documents as may reasonably be required by the Seller
or the Title Company evidencing the capacity of Buyer to close the transaction and the
authority of the person or persons who are executing the various documents on behalf
of the Buyer in connection with the sale of the Regional System Assets.
(e) Buyer shall also execute the Deed and, as appropriate, the assignment of
any Contracts.
(t) Any other additional documents or instruments as in the mutual opinion
of Buyer's counsel and Seller's counsel are reasonably necessary to the proper
consummation of this transaction.
Section 7.7. Adjustments and Prorations. At Closing, the following items shall be
adjusted or prorated between Seller and Buyer:
(a) Seller shall pay to Buyer, in cash at Closing, the amount of any sums, if
any, prepaid by third parties to Seller and held by Seller pursuant to the provisions of
any of the Contracts and Buyer assumes all liabilities and obligations for such amounts
and will execute and deliver notices of transfer and assumption of security deposit to all
such third parties. Buyer shall pay Seller, in cash at Closing, the amount of any sums,
if any, prepaid by Seller to third parties pursuant to the provisions of any of the
Contracts.
(b) If any adjustments pursuant to this Section 7.7 are, subsequent to Closing,
found to be erroneous, then either party hereto who is entitled to additional monies shall
invoice the other party for such additional amounts as may be owing, and such amount
shall be paid within ten (10) days from receipt of the invoice. This covenant shall not
merge with the instruments of conveyance, transfer or assignment to be delivered
hereunder but shall survive the Closing.
Section 7.8. Possession. Possession of the Regional System Assets shall be delivered
to Buyer by Seller at the Closing.
Section 7.9. Reporting Person. Each of Seller and Buyer hereby designates the Title
Company as the "Reporting Person" as such term is utilized in Section 6045 of the Code and
regulations thereunder. Seller agrees to provide the Title Company with such information as
may be required for the Title Company to file a Form 1099 or other required form relative to
the Closing with the Internal Revenue Service. A copy of the filed Form 1099 or other filed
form shall be provided to Seller and Buyer simultaneously with its being provided to the Internal
Revenue Service.
Section 7.10. Costs and Expenses. All costs and expenses in connection with the
transaction contemplated by this Agreement shall, except as otherwise expressly provided herein,
be borne by Seller and Buyer in the manner in which such costs and expenses are customarily
allocated between the parties at closings of the purchase or sale of real property in the Austin,
Texas area.
ARTICLE VIII
REMEDIES
Section 8.1. Buyer's Remedies. Notwithstanding any provision of this Agreement to
the contrary, in the event Seller fails or refuses to timely comply with Seller's obligations
hereunder or at Closing, any of Seller's representations, warranties or covenants contained
herein is not true or has been breached or Seller enters into any contracts prior to the Closing
Date to which Buyer timely objects, Buyer shall have the following remedies as Buyer's sole and
exclusive remedies: (i) to enforce this Agreement by specific performance, mandamus or similar
remedy, (ii) to terminate this Agreement by giving Seller written notice of such election prior
to or at Closing and thereupon this Agreement shall terminate and Seller and Buyer shall be
relieved and released of all obligations and claims and liabilities hereunder and Buyer shall
receive a full and prompt refund of the Earnest Money; or (iii) to waive prior to or at Closing
as applicable, the applicable objection or condition and proceed to close the transaction
contemplated hereby in accordance with the remaining terms hereof.
Section 8.2. Seller's Remedies. Notwithstanding any provision of this Agreement to
the contrary, in the event Buyer fails or refuses to timely comply with Buyer's obligations
hereunder or is unable to do so as a result of Buyer's acts or failure to act, Seller may terminate
this Agreement and as Seller's sole remedy retain the Earnest Money as liquidated damages and
not a penalty in full satisfaction of Seller's claims against Buyer. Seller and Buyer agree that
it is difficult to determine the actual amount of Seller's damages arising out of Buyer's breach,
but the amount of liquidated damages is a fair estimate of those damages and has been agreed
to by the parties in a sincere effort to make the damages certain.
ARTICLE IX
GENERAL PROVISIONS
Section 9.1. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered by hand delivery, expedited courier delivery or mailed (if mailed,
by registered or certified mail, return receipt requested, postage prepaid) addressed as follows,
and shall be effective upon actual delivery if delivered by hand or by expedited courier delivery
or, if mailed, three days after deposit in the United States mail:
-12-
(a) If to Buyer, to:
Joseph J. Beal, P.E.
Manager, Water & Hydroelectric Company
LCRA
P. O. Box 220
Austin, Texas 78767 -0220
(512) 473 -3586
Fax: (512) 473 -3551
With a copy to:
Ronald J. Freeman
Law Offices of Ronald J. Freeman
301 Congress Avenue, Suite 1400
Austin, Texas 78701
Fax: (512) 469 -9015
(b) If to Seller, to:
Bob Bennett
City Manager
City of Round Rock
221 East Main
Round Rock, TX 78664
Phone: (512) 255 -3612
Fax: (512) 218 -7097
With a copy to:
Stephan Sheets
Sheets & Crossfield
309 E. Main
Round Rock, TX 78664
Phone: (512) 255 -8877
Fax: (512) 255 -8986
Any party may change its address for receiving notice by giving notice of a new address in the
manner herein provided; however, if mailed, notice of such new address will be effective only
upon actual receipt by the other party.
Section 9.2. Headings. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this Agreement.
-13-
Section 9.3. Assignment. Assignments of this Agreement by the parties are prohibited
without the prior written consent of the other party, which consent shall not be unreasonably
withheld or delayed. This Agreement shall be binding upon and inure to the benefit of the
parties thereto, their successors and assigns.
Section 9.4. Goveming Law and Forum. THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE
OF TEXAS AND THE OBLIGATIONS OF THE PARTIES HERETO ARE AND SHALL BE
PERFORMABLE IN THE COUNTY WHEREIN THE PROPERTY IS LOCATED. BY
EXECUTING THIS AGREEMENT, EACH PARTY HERETO EXPRESSLY (a) CONSENTS
AND SUBMITS TO PERSONAL JURISDICTION AND VENUE CONSISTENT WITH THE
PREVIOUS SENTENCE, (b) WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ALL CLAIMS AND DEFENSES THAT SUCH JURISDICTION AND VENUE ARE
NOT PROPER OR CONVENIENT, AND (c) CONSENTS TO THE SERVICE OF PROCESS
IN ANY MANNER AUTHORIZED BY TEXAS LAW.
Section 9.5. No Oral Modification. This Agreement may not be modified or amended,
except by an agreement in writing signed by both the Seller and the Buyer.
Section 9.6. No Oral Waiver. The parties may waive any of the conditions contained
herein or any of the obligations of the other party hereunder, but any such waiver shall be
effective only if in writing and signed by the party waiving such conditions or obligations.
Section 9.7. Time of Essence. Time is of the essence of this Agreement.
Section 9.8. Total Agreement. This Agreement, including the Exhibits hereto,
constitutes the entire agreement among the parties pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the parties in
connection therewith. No representation, warranty, covenant, agreement or condition not
expressed in this Agreement shall be binding upon the parties hereto or shall affect or be
effective to interpret, change or restrict the provisions of this Agreement.
Section 9.09. Partial Invalidity. If any clause or provision of this Agreement is or
should ever be held to be illegal, invalid, or unenforceable under any present or future law
applicable to the terms hereof, then and in that event, it is the intention of the parties hereto that
the remainder of this Agreement shall not be affected thereby, and that in lieu of each such
clause or provision of this Agreement that is illegal, invalid, or unenforceable, there be added
as part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and enforceable such
that the intention of the parties is effected as closely as is possible.
Section 9.10. Counterpart Execution. To facilitate execution, this Agreement may be
executed in as many counterparts as may be convenient or required. It shall not be necessary
that the signature of all persons required to bind any party, appear on each counterpart. All
counterparts shall collectively constitute a single instrument. It shall not be necessary in making
-14-
proof of this Agreement to produce or account for more than a single counterpart containing the
respective signatures of, or on behalf of, each of the parties hereto.
Section 9.11. Holidays. In the event that the date upon which any duties or obligations
hereunder to be performed shall occur upon a Saturday, Sunday or legal holiday, then, in such
event, the due date for performance of any duty or obligation shall thereupon be automatically
extended to the next succeeding business day.
Section 9.12. Effective Date. The Effective Date of this Agreement shall be the date set
forth on the first page hereof.
IN WITNESS WHEREOF, each party hereto has signed this Agreement or caused this
Agreement to be signed in its corporate name by its officer thereunto duly authorized, all as of
the date first above written.
BUYER:
LOWER COLORADO RIVER AUTHORITY
SELLER: CITY OF ROUND ROCK, TEXAS
Name: Name: C les C per-
Title: lYl a h D r-
-15-
Exhibits Attached Hereto:
Exhibit A - Regional System Assets
Schedule 1 - Facilities
Schedule 2 - Contracts
Schedule 3 - Property
Exhibit B - Other Encumbrances on Regional System Assets
purch•agt
-16-
EXHIBIT A
ROUND ROCK REGIONAL SYSTEM ASSETS
Attached Exhibit B is intended to be a general description of the Round Rock Regional System
Assets. During the Review Period, the parties will continue to revise and update this Exhibit B
and prepare and update Schedules 1 -4 to be attached hereto.
• CITY.OF• ROCK
SUMMARY /RECONCILIATION OF ASSET LIST
06/27/96
AMOUNTS PER DETAIL ASSET LIST
INVESTMENT IN REGIONAL
SEWER JOINT VENTURE
RECONCILIATION OF LAND VALUES —
REMOVE BOOK VALUES -PLANT SITES
ADD MARKET VALUES—
WEST PLANT SITE
EAST PLANT SITE
REVISED TOTAL
ACQUIRED
VALUE
$9,648,341
SEE NOTE
(306,892)
160,000
557.000
$10.05$.449
ACCUMULATED
DEPRECIATION
($2,387,982)
0
0
0
(S2 387 9821
NET BOOK
VALUE
$7,260,359
(306,892)
160,000
557 000
$7 670 467
NOTE: Settlement of the investment in the regional sewer joint venture of $1,223,546 will follow.
RPT00001.RM1
UPA
Comm
Asset Description
Maj. Current Dept Accumulated Eat Acquired User Pie
Type Expense O/1 Purchase D Dept Clo. 10/94 -09/95 Depreciation Life Value Id 7
920403 STENO CHAIR - HOP90OT 09 20610006110 09/30/92 61000 4 27.60 96.60 0500 138.00 sewer
920404 0TEN0 CHAIR - HOPSCOT 20610006110 09/30/92 61000 4 27.60 96.60 0500 138.00 sewer
920405 TASK CHAIR - HOP000TC 20610006110 09/30/92 61000 4 46.80 163.80 0500 234.00 newer
920406 SIDE CHAIR - H0000010 20610006110 09/30/92 61000 4 22.80 79.00 0500 114.00 sower
920407 SIDE CHAIR - HOPSCOTC 20610006110 09/30/92 61000 4 21.40 74.90 0500 107.00 sewer
920408 SIDE CHAIR - HOPSCOTC 20610006110 09/30/92 61000 4 21.40 74.90 0500 107.00 0e1e0
920409 SIDE CHAIR - HOPBCOTC 20610006110 09/30/92 61000 4 21.40 74.90 0500 107.00 sewer
920410 SIDE CHAIR - HOPSCOTC 20610006110 09/30/92 61000 4 21.40 74.90 0500 107.00 sewer
920411 BIDE CHAIR - HOPSCOTC 20610006110 09/30/92 61000 4 21.40 74.90 0500 107.00 newer
920412 0E00-0E1AL (HON) 20610006110 09/30/92 61000 4 44.30 378.00 0500 370.00 sewer
930435 DESK (WALNUT) 66100 20610006110 04/20/93 61000 4 75.00 107.50 0500 375.00 sewer
920402 STENO CHAIR - HOPSCOT 20610006110 09/29/92 61000 4 29.00 100.80 0500 144.00 sewer
1708 DE0K,L W /RETURN 10176110 07/26/85 81000 4 0.00 397.20 0500 397.20 newer
2520 ABRIALB,PRARE0 20106110 01/10/00 81000 4 0.00 817.30 0500 817.30 sewer
910281 WALNUT 48" ROUND TABL 20010006110 11/09/90 81000 4 14.60 71.40 1500 219.00 newer
910282 WALNUT BOOKCASE 72" 20010006110 05/09/91 01000 4 14.20 63.90 1500 213.00 sewer
910283 WALNUT SECRETARY DESK 20810006110 05/09/91 01000 4 38.33 172.50 1500 575.00 newer
910284 0LUE WALNUT SNIVEL CH 20010006110 05/09/91 01000 4 11.93 53.69 1500 179.00 rawer
930502 R0PRINERATO0, ADMIRAL 20640005375 04/02/93 64000 4 86.00 215.00 0500 430.00 flower
940497 R9PRIOERATOR /PR002ER 20610106112 09/01/94 61010 4 90.95 136.43 1000 909.49 newer
09
0623 PLANT IMPROVEMENTS 11 20115342 07/31/84 61000 2 0.00 4152.50 0500 4152.50 sewer
11 0.00 4152.50 4152.50
930466 ECHO TRIMMER 13 20610006112 06/28/93 61000 4
CORR -- UTILITY 0000 ASSETS DATE. 06/27/1996
UTILITY FUND ASSETS PAG0M 1
635.99 3405.02 5795.99
63.78 159.45 0500 318.90 sewer
RPT00001.RM1 CORK -- UTILITY FUND ASSETS
IJPA UTILITY PUNO A990T8
comany
Aoeet Description
Maj. Current Depr Accumulated Bet Acquired
Type 8xpenoe 0/L Purche0e 0 Dept Cla. 10/94 -09/95 Depreciation Life Value
13
910264 80NIC PLUMB 15 20630006112 09/26/91 63000 4
920444 SUBMERSIBLE PUMP 20610006112 11/22/91 61000 4
920445 ALLIS CHALMERS 2000 W 20610006112 02/14/92 61000 4
940447 80 MMP ELEMENT- ROTATI 20620006112 04/21/94 62000 4
15
930409 ELECTRICAL 00661108 ( 16 20640006112 02/24/93 64000 4
951061 115 20" MPR BELT 08208 20610106112 10/26/94 61010 0
951062 3 PELT PILTBR ELEMENT 20610106112 10/20/94 61010 0
951060 3 PELT PILTBR ELEMENT 20610006112 10/20/94 61000 0
951059 115 20" MPR BELT PANS 20610006112 10/26/94 61000 0
16
910245 2 HEATER BLANKETS FOR 20 20610006112 12/20/90 61000 4
910248 CYLINDER SCALE 20610006112 09/30/91 61000 4
910253 WATER COOLER 20610006112 08 /01/91 61000 4
910254 34 BUTTON TELEPHONE S 20610006112 09/26/91 61000 4
910259 6 L0000E08. 1 EA 800101 20620006112 03/28/91 62000 4
920447 BUILDING MATERIALS 20610006112 09/30/92 61000 4
63.78 159.45
635,96 2061.82 0500
224.70 090.80 0500
159.60 638.40 0500
900.00 1350.00 0500
1920.26 5749.02
20 1902.83 0690.97
DATE: 06/27/1996
PAGES 2
318.90
User Pie
14 7
3179.79 Bower
1123.50 sewer
797.99 sewer
4500.00 sower
9601.28
451.66 1129.15 0500 2250.32 0e0e6
313.28 313.28 0500 3132.81 0e0e6
24.89 24.09 0500 248.88 sewer
24.89 24.89 0500 240.88 Bower
313.28 313.20 0500 3132.81 0ewer
1128.00 1805.49 9021.70
958.00 4577.40 0500 4790.00 0e8e6
459.13 2066.09 0500 2295.65 e0806
84.91 382.09 0500 424.53 eerier
74.50 335.25 0500 372.50 sewer
49.03 221.10 1500 735.40 0e0e6
277.26 1109.04 0500 1386.31 aewet
10004.39
RPT00001,RN1 CORR -- UTILITY PUND A998T0 DATE, 06/27/1996
UFA UTILITY PUNO 198810 PA02, 3
Comany Maj. Current Depr Accumulated Bet Acquired User Pie
Asset Description Type expense O/L Purchase D Dept Cle. 10/94 -09/95 Depreciation Life Value 1d 7
2122 SLUDGE DISPOSAL EQUIP 23 37136101 09/30/05 61000 4 4662.38 48954.99 4000 186495.00 sewer
2357 MOTOR, 1500', HORIZONT 20146112 07/15/87 61000 4 0.00 524.38 0500 524.38 8e001'
2358 MOTOR, 250P, H001100T 20146112 07/15/87 61000 4 0.00 345.25 0500 345.25 sewer
2360 HOIST, ELECTRIC & RBH 20146112 07/22/87 61000 4 0.00 1800.55 0500 1000.55 sewer
2361 ROOTS SLONOR 20146112 00/13/87 61000 4 0.00 2544.21 0500 2544.21 sewer
2362 WEIGHT HST, CLASS 8 20146112 08/31/07 61000 4 0.00 334.00 0500 334.00 sewer
2511 VACUUM REGULATOR 20146112 05/31/08 61000 4 0.00 815.00 0500 815.00 0e0e1'
2512 CHLORINATOR 20146112 05/31/08 61000 4 0.00 1195.00 0500 1195.00 'mar
2513 CHLORINE SCALE 20146112 05/31/88 61000 4 0.00 2195.00 0500 2195.00 sewer
2524 PUMP,8TA -RITE, 1/2 HP 20146112 07/18/88 61000 4 0.00 385.00 0500 385.00 sewer
2702 PH METER 20146112 03/22/89 61000 4 0.00 471.78 0500 471.70 sewer
2704 AMMONIA 6100T500E 20146112 08/31/89 61000 4 0.00 310.25 0500 310.25 sewer
2708 VACUUM REGULATOR 20146112 04/28/89 61000 4 0.00 700.00 0500 700.00 sewer
2709 CHLORINB BCALH 20146112 04/28/89 61000 4 0.00 2225.00 0500 2225.00 sewer
940512 PLANT WASH DOWN 81019 20610106112 09/30/94 61010 4 164.68 247.02 0500 823.40 sewer
951123 MODAL 57 89108,155099 20610006112 09/30/95 61000 4 91.34 91.34 0700 1278.73 newer
951124 8000L 57 00109.59088 20610106112 09/30/95 61010 4 91.34 91.34 0700 1278.72 sewer
951125 HONDA 111 HORSEPOWER 20610106112 09/30/95 61010 4 77.07 77.07 0700 1078.99 sewer
127 WW LIPTSTAT -TREAT PLA 45 09/30/73 61000 2 0.00 16800.00 2000 16800.00 sewer
143 11179051 P0.-.30 GALLON 09/30/72 61000 2 2791.75 65606.13 4000 111670.00 sewer
144 WW TREAT PL -1.19 GALL 09/30/78 61000 2 15029.03 263008.03 4000 601161.00 eewor
0527• REDWOOD COVOR SOX 20125375 09/30/83 61000 2 0.00 308.00 0500 388.00 090e1'
2494 9J,090 0BT8RING 33106102 09/30/07 61000 2 634.50 5393.26 3000 19035.07 0ewer
2510 WEIRS -0LD WW PLANT 20146112 11/19/87 61000 2 0.00 5334.00 0500 5334.00 sewer
270fi PIPING -WWTP -WEST 20146112 02/10/89 61000 2 55.91 372.75 1500 838.70 sewer
•2589, • BRUSHY CRUX 211105007 33036101 09/30/88 61000 2 9384.10 00439.85 2500 234602.48 sewer
23 5086.81 63307.18 204800.26
RPT00001.081
UFA
CORE -- UTILITY FUND ASSETS DATE: 06/27/1996
UTILITY FUND ASSETS PAGE: 4
Coaany Maj. Current Depr Accumulated Bet Acquired User Pie
Asset Description Type Expenoe 0/L Purchase O Dept Clo. 10/94 -09/95 Depreciation Life Value ld 7
2488 LAKE CREEK INTERCEPTO 45 33036107 09/30/87 61000 2 4165.20 49832.66 4000 166608.07 newer
951155 W WW TRTNT PLA9T -E0.00 36652916201 09/30/95 61000 2 2035.11 2035.11 2500 101755.34 newer
2226 ONION 10805 INTERCEPT 37166101 09/30/85 61000 2 3920.00 41166.00 4000 156825.00 Bawer
2226 ONION CREEK AT I -35 37166101 09/30/85 61000 2 7193.00 75524.00 4000 287712.00 Bawer
962032 LAKE CREEK LIFT ETATI 09/30/87 61000 2 4134.00 33066.00 3000 124000.00 sewer
962033 ONION CREEK INTERCEPT 09/30/84 61000 2 7279.00 00060.00 3000 218350.00 newer
45 56611.60 719025.79 3045079.66
135 BUILD - CONTROL CL2 EMT 81 09/30/72 61000 2 0.00 3000.00 1000 3000.00 newer
136 BUILD -LAB NWT PLANT 09/30/78 61000 3 0.00 2156.00 1000 2156.00 •ewer.
137 BUILD- CONTROL CLE PUN 09/30/72 61000 3 722.50 16978.75 4000 28900.00 newer
0000 WASTEWATER TREATMENT 09/01/82 61000 3 41301.20 557566.20 4000 1652048.00 Dower
0525 519001' IMPROV -SEWER 20125342 09/30/83 61000 3 0.00 203.00 0500 203.00 newer
2127 STRIP, AIR COND. 6 08 20126111 10/28/85 61000 3 0.00 606.00 0500 606.00 newer
2220 00000E DISP09AL BUILD 37136101 09/30/85 61000 3 3108.25 32636.63 4000 124330.00 newer
2363 RBNOVATION9 -WWTP WEST 20146112 09/11/87 61000 3 0.00 817.51 1000 817.51 sewer
2364 RENOVATIONS- WWTP /LABO 20146112 08/19/87 61000 3 0.00 2179.99 0500 2179.99 newer
2365 RENOVATIONS -WWTP /MATE 20146112 08/31/87 61000 3 0.00 336.17 0500 336.17 sewer
2487 2.5 MOD WASTEWATER PL 33026101 09/30/87 61000 3 86349.98 762521.59 5000 4317499.10 newer
2509 ELBC SUPPLY TO A/C 20146112 10/30/87 61000 3 0.00 626.68 0500 626.68 sewer
2707, OFFICE D09ION- WWTP -WE 20146112 09/30/89 61000 3 496.85 3229.54 1500 7452.75 newer
2745 NW PLANT 0E9A11-9E97' 46026010 09/30/89 61000 3 17014.61 110594.99 1500 255219.21 newer
2740, WW PLANT WHET IMPROY 46026061 09/30/09 61000 3 4760.00 30940.51 1500 71401.12 °ewer
•
81 153753.47 1524393.56 6466775.53
900045 W /WW PLANT IMPROVEMEN 82
RPT00001.11M1 CORR-- UTILITY FUND A8SET8
UFA UTILITY FUND A58019
Comany Maj. Current Depr Accumulated Bet Acquired User Fie
Ameet Description Type Oxpenoe 0/L Purchase D Dept C1e. 10/94 -09/95 Depreciation Life Value 1d 7
920456 1991 WWTP HANDRAIL /WA 02 36652856XXX 09/30/92 61000 3 754,81 2641.84 5000 37740.49 newer
920462 1991 0001 WWTP IMPROV 3765291650700 09/30/92 61000 3 2480.00 8690.00 5000 124000.00 newer
920463 1991 W WWTP IMPROVEM0 57652916X005 09/30/92 61000 3 5055.99 17695.97 5000 252799.47 oewer
940520 0050 TREATMENT PLANT I 24652996201 09/30/94 61010 3 3637.50 5456.25 3000 109124.96 eewer
193 60WER 8IT8 -ROS00 TRAC 91
82 16077.20 57293.01 585898.43
0270 1800 -500 PLANT 0518 09/30/81 61000 1
91 Meets Reported
91
04/01/90 61000 3 4148.90
09/30/79 61000 1
- 237189.94
0.00 0.00 0000
0.00 0.00 0000
22818.95 1500 62233.51 newer
115000.00 power
191092.00 oewer
0.00 0.00 306892.00
2387981.99 9640340.64
DATE: 06/27/1996
PARR: 5
NOTICE
val 768rbISE 618
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
EAST
Prepared by the Stem bcc Texas r PLANT Lawyers only. Reviewed 1 -1.76.
To stltct tilt proper Joan, MI In blank spaces, strike out /or t provisions or
insert special terns eanssilutes the procure of law. No "standard form" can
meet all requirements.
WARRANTY DEED
9377 I KNOW ALL MEN BY THESE PRESENTS:
That ELIZABETH ANN ROSSQ.f, Individually and as Administrator of the
Estate of AUGUST GENE ROSSOW, Deceased
of the County of Williamson
and State of Texas
consideration of the sum of
TEN AND NO /100
for and in
and other valuable consideration to the undersigned paid by the grantee DOLLARS
8 herein named, the receipt of
which is hereby acknowledged,
have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto
THE CITY OF ROUND ROCK, a municipal corporation
of the County of Williamson and State of
Texas , all of
• the following described real property in Williamson
• County, Texas, to-wit:
(See Exhibit "A ")
TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto the said grantee , its successors
forever; and I do hereby bind myself, my 32# G7 and t o r s to
heirs, executors and admi nistrators to
WARRANT AND FOREVER DEFEND all and singular the said premises unto the said grantee , its
auccessors
sim®tand assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
EXECUTED this da of i
rry 1 day `^ .0. ,1 . A.D. 19 79
E a eethh nn Rossow, individually"' "'
i
El abeth Ann Rossow, as Administrator
of,•the Esaty...ag . A!, ggPX....gAng...RP.S.saw..Dec'd.
COUNTY OF HILL7AMSON I NOW ALL MEN BY THESE PRESENTS:
I, W.P. FOREST, do hereby certify that the above d
that
correct to the beet of m ascribed tract was surveyed
on the ground under my supervision and
Y knowledge and bellefe above description is true and
h e CERTIFY WHICH, WITNESS my hand and seal at Georgetown, Texas, this
7 of August; 1979, A.D.
VOL C'8 r
EXHIBIT "A"
DESCRIPTION FOR THE ESTATE OP A.C. ROSSOW
CITY OF ROUND ROCK
BEING 31.372 acres of the Joseph Marshall Survey, Abstract No. 409, in
Williamson County, Texas, the same tract called 31.00 acres In a deed to
A.G. /burrow of record In Vol. 550, Page 404, Deed Records of Williamson
County, Texas, Surveyed on the ground in July of 1979, under No.
nder the
direction of W.F. Forest, Registered Public Surveyor
BEGINNING at an 101.
e
et the Northeast ant set i the 31.00 O.N. Railroad
th R.O.W. of the I. S
corner of a tract owned by cre tract and
y Mrs. V.A. V Southern, at thn Northwest
THENCE S 00 E 700.0 feet with the general course of a crooked fence in
the creek bottom and S 02'03' N 677.0 feet to the center of Brushy Creek
and to the Southeast corner of the 31.00 acre tract.
THENCE upstream with the center of the Creek as follows: S 56'21'
feet, S 64'10' W 246 feet, S 41'05' W 117 feet and S 02
the lbwan.NaK corner of e , a 87.6
iron pin found. 3.593 ed ; 5 acre tract curve 02'05' E 181 feet to
Y n June of 1977, an
TRENCE N 85'15' W 377.2 feet to an iron pin found at an ell corner in the
East boundary of the 3.593 acre tract (on the East line of a
22 foot vide
•
strip used as an acceesway).
THENCE N 00'05' E 1443.80 feet with the boundary of the 3.593 acre tract
to a point on the crumbling Bane edge of a bridge.
THENCE N 31 '51'45" E 59.9 feet to an iron pin found.
THENCE N 67 '30'55" E 729.09 feet to an iron pin found.
THENCE N 19. 30'30" W 22.09 feet to an iron pin found In the South line
of the I. d G.N. Railroad and at the upper Northeast corner of the
3.593 acre tract.
THENCE N 69 '03'10" E 241.96 feet with the South line of the railroad
to the POINT OF BEGINNING.
STATE OF TEXAS
REGISTERED PUBLIC SURVEYOR NO. 1 01 FOREST
Buck
relander
73 AC,
I-' l■giarty
32.43 AC.
504 /348
A. G. Rossow Estate
3 1.00 A C.
550/404
31.372 AC.
to
City of Round Rock
0
0
0
Z 4 b'
'19 p9
e X51
0 6 . 39 .4:;
5
0
9
JOSE!
0
0
.
t. • 1 ..ti...
•
A 1 - 1 - 3URVI.Y
G4 09
0
0
Mrs. V.A. Southerr
`f• /ram pin 3ao,d
I ../.a„ F ;w sGf
x �gaee
.... 1"
,.'N ,3.GS3 AC. .pp3 to ' . i'h f\ '� M S TATE 'OF TEXAS KNOW 11L` 1p r 1/
-t\ p .' :• • - .. 1/ 0 fDUMTY OE will/A FJt 9Y .IH /
X o •..
t 5
.A. C') W.F. Swabsn unity thntw
nn trot l u w e t�n . ` „n
N true any tormst is Ole Oral ul hly Snow:stet a . ' .-` `p er "+ —
TO Cz a ;/,y wHh:7f wirutss m, 'saw °W sa+; t t
on Ws u:. g'4
� Yf A..3- • WA S n�KTs-a-
9. CI _ .
`R Ep^t : iUs (.” I LI
� �,� � Na. lo
'S' t <� U
VOL 7 88rACE $51
EXHIBIT "A" Page Two
Along with the free and uninterrupted use, liberty and easement
of passing in, along, and across a certain passageway or road
across the premises, and located along the North and West side
and being a part of a 34.60 acre tract described in Deeds re-
corded in Volume 537, Page 166 and Volume 541, Page 340 of the
Deed Records of Williamson County, Texas, said passageway or
road being twenty -two (22) feet wide which was retained by
Grantors out of the aforementioned 34.60 acre tract, thirty -
one (31) acres of which were conveyed by the Grantors to
August Gene Rossow and wife, Elizabeth Ann Rossow by deed dated
7- 11 -77, and recorded in Volume 676, Page 628 of the Deed Records
of Williamson County, Texas. The twenty -two (22) foot permanent
easement was provided for in a contract dated 4 -15 -72 which was
recorded in Volume 550, Page 404, Deed Records of Williamson
County, Texas.
cdrxwnavraenallsceder.xe
-
Type
Code
Description
01 Olfice Equipment
02 Computer Equipment
03 Computer Software
04 Books and Journals
05 Typewriters
00 Movies/films
07 TV's, VCR's, Video Cameras &
Cameras
08 Small ToolaNaluablo Equipment
09 Furniture and Fixtures
10
11
12
13 Lino Tiimmele, Edgers
14 Lawnmowers (Tao, etc)
15 Equipment (machinery)
16 Parts Inventory
17 Safety Equipment
19
19 Communication Equipment
20 Miscellaneous Equipment
21 Recreation Equipment
22 Automotive Equipment
23 Misc. Utility Equipment
24 Automobiles
26 Vans
28 Pickup trucks, Light weight trucks
29 Medium weight ticks
Wtr meters, Udy linos, lire hyranls (impr. 07B1
City of Round Rock
Type
Code
30
31
32
33
34
35
36
37
38
39
40
41.
42
43
44
45
48
47
49
61
81
82
91
EAST PLANT EXPANSION
Street Sweepers
Dump Trucks
Garbage Trucks
Description
Flro Trucks
Fire Truck Equipment
Miscellaneous Improvements
Droinago Improvements
Perk Improvements
Streets and Bridges
Sidewalks, landscape, out door lighting
ConslrucUon Equipment
WW Improvements
Backhoes, Tractors
Trailers
Water Improvements
Improvements hither than to buildings)
BulklIngs
Improvements to Buildings
Land
2445.139-62011
Esdmard
Cast
D
1994
Ian
1995
Feb
1995
IYLsr
1993
1 Apc
1995
54ay
1995
1 Jun
1995
July
1995
Aug
1995
I Sept
1995
1
Total
Sped
FY 1995
2445.230.6112
Belt Press Equip
152,182
1
2445. 291 -6205L Telco
1
3.650
I
2455- 18942191
Engineering'.
144,573
3.491
3,491
144,573
2445.2304I14
Trailer
87,985
1
I
0
24-65- 189-62081
1
50,000
1
86,4401 1
1 1 1 1
1
0
24- 65- 230-6201
Crun, Sheffield
13,016,010
0
2445. 18942251
LOA; FIDR
1.400
(
1
1 1
I
845,551
145.55T
24-65.2304 Coming elk Tooting
180,112
112
1 341
.147
112
112
24.65. 230.62091 MR-construction
601,000
I
0
24.65430 -62171 O'Neill
20,064
1
3,097
3.097
COA inspector 1
17,000
1
1
0
2445.230 -6225
LOA -HDR
9.500
3.448
1,152
1
1
2,705
7,305
24-65. 2304251
M040u4- &It press
47,000
1
1
27,450
7,200
12.350
47.000
2445. 230-64081 Coming -belt press
147
1
1
1
147
147
2445.139-62011
Bid Spring '96 1 1,000,000
I
l
I
1
0
0
2445 - 291-62021 Estimam
24-65-189-62091
Eapcy Huston 1 10,000
2.799
1,459
1,824
5971
1
2445. 291 -6205L Telco
1
3.650
6,679
2455- 18942191
Engineering'.
65,000
3.491
3,491
2445. 291 -62081 Contingency
1
1
1
1
I
0
24-65- 189-62081
Contingency
50,000
1
86,4401 1
1 1 1 1
1
1
1
0
2445. 18942251
LOA; FIDR
1.400
1
I
1 1
I
1
1,332
1,332
2465.29141311 Wcaa/iuttalltn
15,150
l
1 1 1
1
0
0
2445 - 291-62021 Estimam
800,000
I
1 I I
1
2445. 291 -6205L Telco
1
3.650
1
I I 1 1
1
1
3.491
3,491
2445. 291 -62081 Contingency
I
55.750
1
1 1 I
I
1
0
2465-291 -62091 HDR
1
86,4401 1
1 1 1 1
1
1
0
, City atRom_d Ronk ,
EvlWf0P grpansion
July 1,1796
Protaniaaiy Draft
Total
Defaced
Bnrsl yCradc Int to W =TM Con¢act d6
16,130,999
4,474,6I0
20,625,609
0
3,561 1,152 34 0 0 172,023 7 ,200 863,814 1,047,783
T001 1.126,400 2,799 1,459 1,324 597 0 0 ' 0 0 0 1,332
Air Systea I provaoa s -W WW Plea
1,012
Total
Ta01 - All Projars
960,990 0 0 0 0 0 0 0 0 0 3,491 3,491
2.799 1,459 5,384 1,749 34 0 0 172,023 7200 868,638 1,059386
24-65 -189 -6201
Oa 1 Nov
1995 1995
I
Dee
1995
Jan
1996
Feb
1996
My
1996
April
1996
May
1996
Total
Spent
FY 1996
Toni
Spent
To Darn
24- 65- 230 -6212 Bolt Prey Equip
I
7.609
1
1
0
24- 65-2914205
7609
152.182
24.65- 230-61141 Traits
1
1
87,985
1
17.985
87,985
24-65430.62011 Craig. Sheffield
512,7121 601,078
574,839 510.531
584.4821 1,131.6671 825.525 I,076.275
5.817.109
6.662,660
24-65-230-62081 Coating. & Testing
831 153
5,4231
11,775 6,738 3,795 6,580
34,546
34,658
2445.2306209 10)R-cons6uetion
1
319331 30,4061 20,690
24,2611 28,4091 32,507
176,286
176,206
24 - 230 - 6217
07441
1
5,497
11,470
16,967
20,064
COA inspect=
0
0
24-65 - 230 -6225
L1DA 400R
2,195
2,195
9,500
24-65 - 230-6251
Mato us-Belt. Press
0
47,000
2465- 230.6408
Coating-belt Foos
0
147
24-65 -189 -6201
Bid Spring 96
1
f
I 1
15,150
15,150
24 2914201
0
0
24- 65- 1896209
Espey Huston
I
1
1
0
24- 65-2914205
Teteo
0
6,679
24- 65-1096219 Engineering'
1
1
0
3,491
0
0
2445 - 189 -6200
Cootiagmcy *.
1
1
0
0
0
24
LOA RDA
1
60!
1
68
1,
24-65-291-61311 Weirs/411=11M
1
1
15,1501 1
I 1
15,150
15,150
24 2914201
Estimate
1
1
I
1 1
0
0
24- 65-2914205
Teteo
1
1
1
1
0
3,491
2445. 2914200
Cantinttency
1
1
1
0
0
24.65. 2914209
10)0.
1
1
8.393
19,5831
27,976
27.976
1 City o(Round Rock ,
EVVVrrP lgan-don
July 1,1996 '
Itegoinaly Draft
Tool
Dofan:6
Brushy Crook Int to W Wwrp, Contrae
Total
Air Systea Ittsprovemewa -W WW Plata
Total
0
512,795 603,421 625.301 540,937 6I6947 1,250,651 857,809 1,126,832 6,142,698 7,190,482
0 68 0 0 0 0 0 0 68 0,079
0 0 23.543 19,383 0 0 0 43,126 46,617
Total. All Projects 512,795 603,494 648,844 568,520 616,947 1,250,651 857,809 1,126,032 6,185,892 7.245,178
`
•, °^.'^."
- .~^
~~ ^` °"~~ '
' . _~ --~- TRACT '�6��~—
.2 | ~ �
~ = " _--- ` '
.
Tn°CTr"peE
\ \
\ \
\ \ �
\ .
= CIVIL ENGINEERING
ANO
LIND SURVEYING
RntInd Pnr.lt Towne ?RASA
It is further understood and agreed among the parties hereto that the description of the
Regional System Assets on this Exhibit is general in nature, and the parties agree that the
Regional System Assets described herein include all related permits, licenses, approvals,
construction contracts, easements, rights -of -way, engineering reports, plans and specifications,
manuals, warranties, guarantees, studies, reports, pumps, pipes, valves, fittings, meters and
similar items, matters and facilities associated with the Regional System Assets described herein.
The parties agree to work in good faith to more particularly describe the Regional System Assets
in any conveyance documents utilized to implement this Agreement.
The Purchase Price and the Regional System Assets included to date in this Agreement
do not include certain other assets which Round Rock will obtain ownership of pursuant to
implementation of the Termination Agreement. The parties to this Agreement contemplate that
when Round Rock has acquired ownership of those additional assets, the terms and provisions
of this Agreement will apply equally to those assets and the parties will negotiate in good faith
a Purchase Price for said assets and proceed in good faith to implement acquisition of same by
LCRA to the extent the same are used and useful for LCRA in providing wastewater service
under this Agreement.
Brazos River Authority
Honorable Charles Culpepper ✓
Mayor
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Gentlemen:
Please find enclosed executed copies of "Agreement Respecting Operation of
Sewage Treatment Plants Serving the City of Round Rock, Texas" for your
records.
Should you have any questions, please don't hesitate to call.
TGC:bok
Enclosure
t\brushylagree.doc.
Re: Brushy Creek Regional Wastewater System
Sincerely,
Mr. Henry Huffman
District Manager
OMI, Inc.
7600 West Tidwell, Suite 400
Houston, Texas 77040 -5719
TOM G. CLAR
Water Treatment Division Manager
4400CobbsDrive • P.O. Box 7555 • Waco, Texas 76714-7555
817-776-1441 • FAX 817- 772 -5780
RECEIVED NOV 0 11996
QUALITY • CONSERVATION • SERVICE
October 30, 1996
STEPHAN L. SHEETS
CHARLES D. CROSSFIELD
CARY L. BOVEY
FELIX O'NEILL RIPPY
STUART N. WHITLOW
RE: Opinion Letter
Dear Mr. Beal:
C: \NPOOCS\ACITY \RECNN \ICR1 BRA \L- OPINIO.NPD /sls
kl(p- Pig
SHEETS Sc CEOSSFIELD, PC
ATTORNEYS AT LAW
309 E MAIN STREET
ROUND ROCK, TEXAS 78664 -5246
TELEPHONE (512) 255-8877
FAX
1512) 255 -8986
E-MAL
SANDC RRTX ®Aa..coM
August 19, 1996
Joseph J. Beal, E.
Manager, Wa - & Hydroelectric Company
Lower Co .rado River Authority
P.O. :.x 220
Au in, Texas 78767 -0220
This opinion is being rendered to you in connection with the sale
of certain wastewater system assets by the City of Round Rock, Texas
( "City ") to the Lower Colorado River Authority ( "LCRA ") pursuant to the
terms and conditions of that one certain Agreement for Acquisition of
Wastewater System Assets, ( "Agreement ") dated the 12th day of July,
1996. The Agreement provides, among other things, that LCRA will
purchase certain wastewater system assets which are presently under
construction.
I am the City Attorney for the City. As such I have examined and
reviewed the bid documents, contract documents, change orders and
records of city council actions with respect to the construction of said
wastewater system assets. ,In addition, I have examined the Round Rock
City Charter, the Code of Ordinances of the City, and the Texas Local
Government Code, and have made such other investigations, as I have
deemed necessary or advisable for purposes of this opinion.
Based on the _foregoing, I am of the opinion that the City has
complied with laws of the State, as well as the Charter and Ordinances
of the City with respect to the taking of bids,'awarding the contract,
and approving Change Order No. 1 for the construction of the wastewater
treatment expansion located at the City's east wastewater treatment
plant site. In particular, Change Order No. 1 was necessary, proper and
in compliance with applicable law because the City of Austin withdrew
from participation in the project after the request for bids was
advertised and the bids opened, but prior to the award. As a consequence
of this unforeseen circumstance, it was necessary to decrease the.
Joseph J. Beal, P.E.
Page 2
August 19, 1996
quantity of work to be performed and to decrease materials, equipment,
and supplies to be furnished.
If you have further questions regarding these matters, please feel
free to call.
SLS /sls
cc: Robert L. Bennett, Jr.
City Manager
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
Stepha L. Sheets
AGREEMENT RESPECTING OPERATION OF SEWAGE
TREATMENT PLANTS SERVING CITY
OF
ROUND ROCK, TEXAS
AGREEMENT made and entered into this I W day of
o
, 1996, among CITY OF ROUND ROCK,
Williamson County, Texas ( "City "), BRAZOS RIVER AUTHORITY, a
river authority of the State of Texas ( "Authority ") and
OPERATION MANAGEMENT INTERNATIONAL, INC., a private business
corporation ( "OMI ").
1. RECITALS. City and OMI are parties to "Agreement
For Operations, Maintenance And Management Services For The
City of Round Rock, Texas" ( "Management Agreement ") executed
on behalf of OMI on October 19, 1995, and on behalf of City
on November 9, 1995. City and Authority, together with
Lower Colorado River Authority ( "LCRA ") are parties to an
agreement entitled "Wastewater Disposal Contract" executed
on behalf of Authority on the 12th day of July, 1996. Under
the terms of Management Agreement, OMI agrees to provide the
services necessary for the management, operation and
maintenance of two sewage treatment plants ( "Treatment
Plants ") owned by City and described in Appendix B attached
to Management Agreement. Under the provisions of Wastewater
Disposal Agreement, ownership of Treatment Plants has been
transferred by City to LCRA to be operated and maintained by
Authority. Authority and City have agreed that so long as
Management Agreement, as same may be renewed and extended
according to its terms, remains in effect, it is appropriate
that Authority should discharge its obligations provided in
Wastewater Disposal Agreement for management of Treatment
Plants by accepting assignment from City of City's rights
under Management Agreement and assuming City's obligations
thereunder. It is provided in Subsection 1.4 of Management
Agreement that it shall be binding upon the successors and
assigns of each of the parties but that neither party will
assign it without the prior written consent of the other
party. The purposes of this Agreement are to provide for
assignment by City to Authority of its rights under
Management Agreement; for assumption by Authority of City's
obligations under Management Agreement; for the written
consent of OMI to the assignment; and for adjustments to the
rights and obligations provided in Management Agreement in
the light of the change in circumstances resulting from the
execution of the Wastewater Disposal Agreement.
2. ASSIGNMENT AND ASSUMPTION. City assigns unto
Authority all of City's rights provided in Management
2
Agreement and Authority assumes all of City's obligations
thereunder, with such rights and obligations to be modified
as hereinafter provided.
3. WRITTEN CONSENT OF OMI. By its execution of this
Agreement, OMI gives its written consent to the assignment
and assumption provided in Section 2, above, and to the
modifications of the rights and obligations provided in
Management Agreement as set forth below.
4. COSTS DEEMED OPERATION AND MAINTENANCE EXPENSE.
All costs incurred by Authority as a result of assumption of
City's obligations under Management Agreement shall be
deemed "Operation and Maintenance Expense" under the
provisions of Wastewater Disposal Agreement.
5. OBLIGATIONS TO CITY EMPLOYEES. Pursuant to the
provisions of Subsection 2.7 of Management Agreement,
individuals who worked in Treatment Plants at the time when
the services of OMI provided in Management Agreement began
and who continued to work at Treatment Plants thereafter
were afforded the opportunity to remain employees of City.
Some of such individuals availed themselves of this
opportunity. It is provided in Section 2.7 of Management
Agreement that at renewal of said Agreement on November 1,
3
1997, which was to be at the option of City, all of the
individuals continuing to work at Treatment Plant who
remained as employees of City would become employees of OMI.
In the event that Management Agreement is not renewed by
Authority, Authority agrees that such individuals, provided
that they pass Authority's drug screening procedure and meet
its minimum job requirements, will become employees of
Authority and be paid by Authority at the rates and with the
employee benefits established by Authority for the positions
which they occupy. In the event that any such individual
cannot qualify for coverage under the Authority's health
benefit plan at the time that he becomes an employee of
Authority, Authority will, on behalf of the employee, pay
the premiums required for the coverage available to the
employee under the provisions of the Consolidated Omnibus
Budget Reability Act of 1985 after termination of his
employment with City under the health plan offered by City
until such time as the employee becomes eligible for
coverage under the plan offered by Authority to its
employees. No such employee shall be or be deemed to be an
employee of Authority so long as Management Agreement
remains in effect.
6. MOTOR VEHICLES AND HEAVY EQUIPMENT. The motor
4
,
vehicles listed on Appendix B, attached to Management
Agreement, have not become the property LCRA under the
provisions of Wastewater Disposal Agreement. Therefore,
they are not available to Authority for continuation of the
arrangement by which use of same has been provided to OMI
under the provisions of Subsection 6 of Management
Agreement. Further, unless equipment is acquired for that
purpose, Authority will not have available heavy equipment
with which to fulfill the undertakings of City under Section
3.4 of Management Agreement. Authority agrees that it will
either make arrangements with LCRA to acquire motor vehicles
to replace those listed on Appendix B as part of the System
described in Wastewater Water Disposal Contract and make
such motor vehicles available to OMI for use in lieu of the
vehicles described in Subsection 3.6 or it will itself
purchase and make available such vehicles. In the latter
case, the cost shall be treated as a Maintenance and
Operation Expense incurred under provisions of Wastewater
Disposal Agreement. The parties agree to confer in an
attempt to arrive at agreement as to the most inexpensive
way of meeting the requirement for availability of heavy
equipment to fulfill the functions of that provided to be
made available under Section 3.4 of Management Agreement.
5
In the event of need for such equipment by OMI which is not
promptly supplied by Authority, OMI may supply such
equipment as an "other service" provided for compensation as
provided in Section 2.14 of Management Agreement.
ATTEST:
4 9CIMA / U 22 aea/r/Gb
y Secretary
CITY •F ROUND ROCK, TEXAS
Mayor
6
"City"
BRAZOS RIVER AUTHORITY
BY Al`/ a..gi.
Roy A. Roberts,
General Manager
ATTEST:
Secretary
ATTEST:
(Bnzos1Sewage.RoundRca)
Secretary
OPERATION MANAGEMENT
INTERNATIONAL, INC.
BY i�i��f ' .,Gf�,
045 /Avn OE,� res i dcnt
7
"Authority"
"OMI"
Mayor
Charles Culpepper
Mayor Pro•tetn
Earl Palmer
Council Members
Robert Stluka
Rod Morgan
Rick Stewart
Martha Chaves
Jimmy Joseph
City Manager
Robert L Bennet; Jr.
City Attorney
Stephan L Sheets
CITY OF ROUND ROCK
October 17, 1996
Mr. Roy A. Roberts, P. E.
General Manager
Brazos River Authority
P.O. Box 7555
Waco, Texas 76714 -7555
Re: Brushy Creek Regional Wastewater System
Dear Mr. Roberts:
Enclosed are four originals of "Agreement Respecting Operation of Sewage
Treatment Plants Serving City of Round Rock, Texas." Please sign all the
agreements, retain one for your files, and return three to me. If you have
any questions, please do not hesitate to call.
Sincerely,
Joanne Land
Assistant City Manager/
City Secretary
enclosures
Fax: 512-218-7097
1-800-735-2989 TDD 1-800-735-2988 Voice
221 East Main Street
Round Rock. Texas 76664
512 -218 -5400