R-99-02-11-11A4 - 2/11/1999SUPPLEMENTAL AGREEMENT RESPECTING
WILLIAMSON COUNTY RAW WATER LINE
1. RECITALS. 1
2. CONSTRUCTION IN STAGES. 6
3. TWDB. 6
4. DEFINITIONS 6
(a) "Bonds" 6
(b) "Capital Costs" 7
(c) "TWDB" 7
5. USE OF INTAKE STRUCTURE 8
6. AUTHORITY PAYMENTS AND REIMBURSEMENT. 8
7. PROJECTION OF WITHDRAWALS. 9
8. ANNUAL AUDITS 9
9. CUSTOMER REPRESENTATIONS AND COVENANTS. 9
10. MULTIPLE COUNTERPARTS 10
SUPPLEMENTAL AGREEMENT RESPECTING
WILLIAMSON COUNTY RAW WATER LINE
SUPPLEMENTAL AGREEMENT RESPECTING WILLIAMSON COUNTY RAW
WATER LINE made and entered into this 1 day of I" 4Jadey , 1 77
, between and among BRAZOS RIVER AUTHORITY ( "Authority"), a
river authority of the State of Texas, CITY OF ROUND ROCK of
Williamson County, Texas ( "Round Rock "), CITY OF GEORGETOWN of
Williamson County, Texas ( "Georgetown "), JONAH SPECIAL UTILITY
DISTRICT of Williamson County, Texas, ( "Jonah "), BRUSHY CREEK
MUNICIPAL UTILITY DISTRICT of Williamson County, Texas ( "Brushy
Creek ") and CHISHOLM TRAIL SPECIAL UTILITY DISTRICT of Williamson
County, Texas ( "Chisholm Trail ").
1. RECITALS.
(a) Authority, Round Rock, Georgetown and Jonah are
parties to an agreement ( "Base Agreement ") dated June 30,1586,
providing for construction and operation of facilities
( "Project ") for transporting water diverted from Lake Stillhouse
Hollow ( "Stillhouse ") on the Lampasas River in Bell County, Texas
to Lake Georgetown ( "Lake Georgetown ") on the North San Gabriel
River in Williamson County, Texas. Base Agreement has been
amended by Amendment No. 1. A draft of an Amendment No. 2 has
been prepared and a copy of such draft is now in the hands of
1
•
each of the parties awaiting signature. By separate agreements
( "Participation Agreements ") with Authority, dated respectively,
October 1, 1998, and , each of Brushy
Creek and Chisholm Trail have become "Additional Participants"
(as defined in Base Agreement) in Project. Base Agreement, as
amended, and Participation Agreements are hereinafter called
"Project Agreements ". The parties to Project Agreements other
than Authority are hereinafter called "Customers ". Pursuant to
Project Agreements, Authority has completed "Preliminary Design
Phase" (as defined in Project Agreements) and the design portion
of "Final Design and Construction Phase" (as defined in Project
Agreements). Project is planned to meet anticipated increasing
needs as well as present needs of Customers.
(b) It has now been determined that Texas Water
Development Board ( "TWDB ") may be willing to pay for and acquire
an undivided interest in Project to be held for later acquisition
by Authority as usage of Project increases. This will reduce the
payments required of Customers by Project Agreement pending their
need for the full amounts of water which Project will ultimately
transport. It has also been determined that construction of a
portion of the pumping facilities planned to be included in
Project can be delayed pending full development of the needs of
Customers without inordinate increase in cost and that such delay
will also result in reduced payments in the periods before full
2
development of needs. Thus, it is advantageous to Customers that
Authority be able to construct Project in stages rather than
being required to construct Project in its entirety without
interruption.
(c) For the purpose of reducing the ultimate cost of
Project to Customers, Authority has entered into an agreement
( "Intake Agreement ") with Central Texas Water Supply Corporation
( "Central Texas ") under which Central Texas will (for
consideration which will be applied against the cost of Project,
with the result that the cost to Customers will be so reduced)
have a right to use the intake structure ( "Intake Structure ") to
be placed in the waters of Stillhouse as part of Project in
connection with operation of equipment for diversion of water to
be processed in a treatment plant near Stillhouse planned to be
constructed and operated by Central Texas. It is possible that
the useful life of such treatment plant will exceed that of
Project. Thus, Central Texas needs the right to continue to use
Intake Structure after expiration of Project Agreements and after
cessation of its use in the operation of Project. In order to
induce Central Texas to enter into Intake Agreement, Authority
agreed therein to undertake to obtain the agreement of each of
the other parties to Project Agreements to such extended use.
(d) Authority has determined that it may be desirable for
purposes of convenience and mitigation of the cost of financing
3
for Authority to pay some of the cost of design and construction
of Project with funds other than Bond proceeds, with monies thus
paid to be reimbursed at a later time from Bond proceeds. In
order for Authority to do this, agreement of each of Customers is
required.
(e) Since it is anticipated that the rate at which water
diverted from Stillhouse can be transported to Lake Georgetown
through use of Project will be less than the cumulative rates at
which Customers will be capable of making withdrawals from Lake
Georgetown, it may be necessary for Authority in operating
Project to deliver water to Lake Georgetown substantially in
advance of Customer withdrawals. For Authority to be able to do
this most economically and effectively, accurate advance
estimates of the needs of each of Customers will be required.
Periodic estimates from each Customer of when it will make
diversions from Lake Georgetown or withdrawals from Project and
of the amounts and rates of such diversions or withdrawals will
be of material assistance to Authority in the timing of its
Project operations.
(f) For TWDB to agree to participation in Project, it may
require that annual audits for Authority and each of Customers be
supplied to it.
(g) The purposes of this Supplemental Agreement are to
amend Project Agreements to provide:
4
(i) that Authority may construct Project in
stages;
(ii) that Authority may enter into an
arrangement with TWDB by virtue of which
TWDB will pay for and acquire undivided
interests in Project to be later leased
and /or purchased from it by Authority;
(iii) that the term "Bonds" as used in Project
Agreements includes bonds and other
obligations issued by Authority to
finance the acquisition of undivided
interests in Project from TWDB and
reimbursement of expenditures
theretofore made by Authority out of
monies other than Bond proceeds for
design and construction of Project;
(iv) that payments made by Authority to TWDB
with money not received as proceeds from
the sale of Bonds shall be included in
and shall constitute Capital Costs (as
defined in Project Agreements);
(v)
(vi) that Authority may pay costs of design
and construction of Project with monies
other than Bond proceeds and that, in
the event of any such payment, Authority
shall be reimbursed for all payments
thus made from the Bond proceeds which
next become available.
that Central Texas or its successors may
continue to use Intake Structure in
connection with the operation of its
treatment plant after termination of
Project Agreements for so long as it
continues to operate such treatment
plant; and
that each of Customers will provide
Authority in advance of the beginning of
each calendar year with an estimate of
the amounts and times of the withdrawals
of water from Lake Georgetown and /or
Project which it will make during such
calendar year.
(viii) that each of Customers will supply
Authority with an annual audit of its
affairs.
2. CONSTRUCTION IN STAGES. Any provision of Project
Agreements or any of them to the contrary notwithstanding,
Authority may construct Project in stages rather than immediately
constructing it in its entirety, so long as Authority makes a
diligent effort to complete each stage and such entirety on a
schedule reasonably calculated to always result in sufficient
capacity in Project to transport the amounts of water needed by
and available to Customers from Stillhouse to Lake Georgetown (up
to the full amounts available) as such needs increase.
3. TWDB. Each of Customers agrees that Authority may
enter into an agreement with TWDB by virtue of which
(i) TWDB will initially own and pay for an
undivided interest of up to 50% of each
stage and of the entirety of Project;
and
(ii) Authority shall have the right and the obligation
to acquire such undivided interests from TWDB and
to make payments therefor in amounts and on a
schedule agreed to by TWDB and Authority.
4. DEFINITIONS. The following definitions are added to
Project Agreements or substituted for the definitions of the
words "Bonds" and "Capital Costs" contained in Project
Agreements.
(a)
"Bonds" means revenue bonds or other obligations
(whether one or more issues) issued by Authority to obtain funds
6
7
for use in the design, construction, expansion, improvement,
completion, repair, replacement and /or acquisition of Project or
of any part or stage of Project or any undivided interest therein
or to obtain funds for use in reimbursement of expenditures
theretofore made by it for design and /or construction of Project
or issued by Authority and delivered to TWDB in payment for
undivided interests in Project acquired from TWDB, and bonds or
other obligations issued for the purpose of refunding Bonds
previously issued or obligations previously incurred for such
purposes.
(b) "Capital Costs" means all sums of money which are
required by the terms of a Bond Resolution to be paid to or on
behalf of the holders of Bonds or other obligations or to be paid
into any reserve fund or sinking fund established by a Bond
Resolution or which are required or permitted by the terms of
any agreement between Authority and TWDB to be paid by Authority
to TWDB as interest on or principal of amounts owing by Authority
to TWDB on account of expenditures made by TWDB for acquisition
of undivided interests in Project or as rental for use of any
undivided interest therein owned by TWDB or as consideration for
or on account of the acquisition by Authority of any undivided
interest or interests in Project at any time owned by TWDB.
(c) "TWDB" means Texas Water Development Board, an
agency of the State of Texas, created pursuant to Article 3,
Section 49 -c of the Texas Constitution and operating according to
Chapters 6, 15 -17 of the Texas Water Code.
5. USE OF INTAKE STRUCTURE. Any provision of Project
Agreements or any of them to the contrary notwithstanding,
Customers agree that Central Texas and its successors in interest
may use and continue to use Intake Structure in connection with
the operation of a water treatment plant to be constructed by it
in the vicinity of Stillhouse after termination of Project
Agreements for so long as it or its successors shall operate such
plant and Intake Structure continues to be useful in such
operation. Authority may contract with Central Texas to allow
such use.
6. AUTHORITY PAYMENTS AND REIMBURSEMENT. Should
Authority determine at any time that it is convenient to pay or
that financing costs can be mitigated by payment of costs of
design and /or construction of Project with funds other than Bond
proceeds or monies advanced by TWDB, it may pay such costs with
such other funds. In such event, it shall be reimbursed from
Bond proceeds for the amounts so paid plus interest thereon from
the date of payment to the date of reimbursement at a rate
determined by Authority's Board of Directors to produce income
equal to that which Authority would have earned on the funds thus
expended had it retained the funds rather than using them for
such payments and invested them in accordance with its usual
8
investment practices. Such reimbursement shall be made from the
Bond proceeds first becoming available after the date of any such
expenditure. Customers agree that Authority may sell Bonds (or
incur obligations constituting Bonds) for the purpose of
obtaining money for such reimbursement.
7. PROJECTION OF WITHDRAWALS. On or before November 1 of
each year during which Project is being operated by Authority on
such date, each Customer shall supply to Authority a written
estimate of the amounts and times of withdrawals from Project
and /or Lake Georgetown which it anticipates that it will make or
request during the calendar year beginning on the next following
January 1.
8. ANNUAL AUDITS. Each of customers shall submit to
Authority or its designee an annual audit of its affairs prepared
by an independent certified public accountant or an independent
firm of certified public accountants.
9. CUSTOMER REPRESENTATIONS AND COVENANTS. Each
Customer has represented and covenanted in its respective Project
Agreement that all payments to be made under such Project
Agreement shall constitute operating expenses of its water
distribution system. Each Customer further represents that the
services to be provided by Project are absolutely necessary and
essential to the present and future operation of its water
distribution system and that Project constitutes the only
9
reasonable method for obtaining the ability to transport water
from Stillhouse to Lake Georgetown and, accordingly, all payments
required by Project Agreement to be made by Customer shall
constitute reasonable and necessary operating expenses of each
Customer's water distribution system, with the effect that the
obligation to make such payments from revenues of Customer's
water distribution system shall have priority over any obligation
to make any payments from such revenues of principal, interest,
or otherwise, with respect to all bonds or other obligations
hereafter issued by Customer, except any other contract under
which Customer is required to make payments which constitute
operation and maintenance expenses of Customer. Customer may not
obtain the services or facilities provided under Project
Agreements to transport water from Stillhouse to Lake Georgetown
from any other source than Authority without Authority's advance
written consent.
10. MULTIPLE COUNTERPARTS. Circulation of copies of this
Supplemental Agreement among Customers to obtain the signatures
of all Customers on the same copies hereof would be inconvenient
and result in delay. Therefore, this Supplemental Agreement has
been prepared in multiple copies with two copies being prepared
for signature on behalf of Authority, on the one hand, and on
behalf of each Customer, alone, on the other hand. When all
copies have been signed on behalf of Authority and each of the
10
two copies prepared for signature on behalf of each Customer has
also been signed by such Customer, Authority shall give written
notice of such fact to all Customers and this Supplemental
Agreement shall thereupon become effective. Authority shall
retain possession of one copy of this Supplemental Agreement
executed by it on the one hand and each Customer on the other
hand. Each Customer shall receive possession of one copy
executed by Authority on the one hand and by it on the other
hand. This Supplemental Agreement, when it becomes effective,
shall be binding on Authority and all Customers and subject to
enforcement by any party against any other.
BRAZOS RIV R AUTHO TY
ATTEST:
i
Assistant Secretary
ATTEST:
7 / #JtA A: 1 X/A4°
1
City Secretary
BY:
[2Wi11iamson County Disk 1 /6 /99:A: \Supplemental.Round Rock]
11
"Round Rock"
WHEREAS, the Brazos River Authority ( "BRA ") the City of
Georgetown, the City of Round Rock ( "City "), and the Jonah Water Supply
Corporation (n /k /a Jonah Water Special Utility District) entered into
that one certain Williamson County Regional Raw Water Line Agreement,
as amended by Amendment No. 1 and Amendment No. 2, and
WHEREAS, BRA has prepared a document entitled Supplemental
Agreement Respecting Williamson County Raw Water Line, which the City
Council wishes to approve, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City the Supplemental Agreement Respecting Williamson
County Raw Water Line, a copy of which is attached hereto and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended, and the Act.
RESOLVED this llth day of February, 1999.
ATTEST:
ill/Y1/14- a
Ap NE LAND, City Secretary
R:\ WPDOCS \RBSOL[TTI \R90211A4.WPD /ecg
RESOLUTION NO. R- 99- 02- 11 -11A4
CHARLES CULPEPPER, Mayor
City of Round Rock, Texas
SUPPLEMENTAL AGREEMENT RESPECTING
WILLIAMSON COUNTY RAW WATER LINE
1. RECITALS. 1
2. CONSTRUCTION IN STAGES. 6
3. TWDB. 6
4. DEFINITIONS 6
(a) "Bonds" 6
(b) "Capital Costs" 7
(c) "TWDB" 7
5. USE OF INTAKE STRUCTURE 8
6. AUTHORITY PAYMENTS AND REIMBURSEMENT, 8
7. PROJECTION OF WITHDRAWALS. 9
8. ANNUAL AUDITS 9
9. CUSTOMER REPRESENTATIONS AND COVENANTS. 9
10. MULTIPLE COUNTERPARTS 10
SUPPLEMENTAL AGREEMENT RESPECTING
WILLIAMSON COUNTY RAW WATER LINE
SUPPLEMENTAL AGREEMENT RESPECTING WILLIAMSON COUNTY RAW
WATER LINE made and entered into this day of
, between and among BRAZOS RIVER AUTHORITY ( "Authority"), a
river authority of the State of Texas, CITY OF ROUND ROCK of
Williamson County, Texas ( "Round Rock "), CITY OF GEORGETOWN of
Williamson County, Texas ( "Georgetown "), JONAH SPECIAL UTILITY
DISTRICT of Williamson County, Texas, ( "Jonah "), BRUSHY CREEK
MUNICIPAL UTILITY DISTRICT of Williamson County, Texas ( "Brushy
Creek ") and CHISHOLM TRAIL SPECIAL UTILITY DISTRICT of Williamson
County, Texas ( "Chisholm Trail ").
1. RECITALS.
(a) Authority, Round Rock, Georgetown and Jonah are
parties to an agreement ( "Base Agreement ") dated June 30,1986,
providing for construction and operation of facilities
( "Project ") for transporting water diverted from Lake Stillhouse
Hollow ( "Stillhouse ") on the Lampasas River in Bell County, Texas
to Lake Georgetown ( "Lake Georgetown ") on the North San Gabriel
River in Williamson County, Texas. Base Agreement has been
amended by Amendment No. 1. A draft of an Amendment No. 2 has
been prepared and a copy of such draft is now in the hands of
1
each of the parties awaiting signature. By separate agreements
( "Participation Agreements ") with Authority, dated respectively,
October 1, 1998, and , each of Brushy
Creek and Chisholm Trail have become "Additional Participants"
(as defined in Base Agreement) in Project. Base Agreement, as
amended, and Participation Agreements are hereinafter called
"Project Agreements ". The parties to Project Agreements other
than Authority are hereinafter called "Customers ". Pursuant to
Project Agreements, Authority has completed "Preliminary Design
Phase" (as defined in Project Agreements) and the design portion
of "Final Design and Construction Phase" (as defined in Project
Agreements). Project is planned to meet anticipated increasing
needs as well as present needs of Customers.
(b) It has now been determined that Texas Water
Development Board ( "TWDB ") may be willing to pay for and acquire
an undivided interest in Project to be held for later acquisition
by Authority as usage of Project increases. This will reduce the
payments required of Customers by Project Agreement pending their
need for the full amounts of water which Project will ultimately
transport. It has also been determined that construction of a
portion of the pumping facilities planned to be included in
Project can be delayed pending full development of the needs of
Customers without inordinate increase in cost and that such delay
will also result in reduced payments in the periods before full
2
development of needs. Thus, it is advantageous to Customers that
Authority be able to construct Project in stages rather than
being required to construct Project in its entirety without
interruption.
(c) For the purpose of reducing the ultimate cost of
Project to Customers, Authority has entered into an agreement
( "Intake Agreement ") with Central Texas Water Supply Corporation
( "Central Texas ") under which Central Texas will (for
consideration which will be applied against the cost of Project,
with the result that the cost to Customers will be so reduced)
have a right to use the intake structure ( "Intake Structure ") to
be placed in the waters of Stillhouse as part of Project in
connection with operation of equipment for diversion of water to
be processed in a treatment plant near Stillhouse planned to be
constructed and operated by Central Texas. It is possible that
the useful life of such treatment plant will exceed that of
Project. Thus, Central Texas needs the right to continue to use
Intake Structure after expiration of Project Agreements and after
cessation of its use in the operation of Project. In order to
induce Central Texas to enter into Intake Agreement, Authority
agreed therein to undertake to obtain the agreement of each of
the other parties to Project Agreements to such extended use.
(d) Authority has determined that it may be desirable for
purposes of convenience and mitigation of the cost of financing
3
for Authority to pay some of the cost of design and construction
of Project with funds other than Bond proceeds, with monies thus
paid to be reimbursed at a later time from Bond proceeds. In
order for Authority to do this, agreement of each of Customers is
required.
(e) Since it is anticipated that the rate at which water
diverted from Stillhouse can be transported to Lake Georgetown
through use of Project will be less than the cumulative rates at
which Customers will be capable of making withdrawals from Lake
Georgetown, it may be necessary for Authority in operating
Project to deliver water to Lake Georgetown substantially in
advance of Customer withdrawals. For Authority to be able to do
this most economically and effectively, accurate advance
estimates of the needs of each of Customers will be required.
Periodic estimates from each Customer of when it will make
diversions from Lake Georgetown or withdrawals from Project and
of the amounts and rates of such diversions or withdrawals will
be of material assistance to Authority in the timing of its
Project operations.
(f) For TWDB to agree to participation in Project, it may
require that annual audits for Authority and each of Customers be
supplied to it.
(g) The purposes of this Supplemental Agreement are to
amend Project Agreements to provide:
4
(i) that Authority may construct Project in
stages;
(ii) that Authority may enter into an
arrangement with TWDB by virtue of which
TWDB will pay for and acquire undivided
interests in Project to be later leased
and /or purchased from it by Authority;
(iii) that the term "Bonds" as used in Project
Agreements includes bonds and other
obligations issued by Authority to
finance the acquisition of undivided
interests in Project from TWDB and
reimbursement of expenditures
theretofore made by Authority out of
monies other than Bond proceeds for
design and construction of Project;
(iv) that payments made by Authority to TWDB
with money not received as proceeds from
the sale of Bonds shall be included in
and shall constitute Capital Costs (as
defined in Project Agreements);
(v)
(vii)
that Central Texas or its successors may
continue to use Intake Structure in
connection with the operation of its
treatment plant after termination of
Project Agreements for so long as it
continues to operate such treatment
plant; and
(vi) that Authority may pay costs of design
and construction of Project with monies
other than Bond proceeds and that, in
the event of any such payment, Authority
shall be reimbursed for all payments
thus made from the Bond proceeds which
next become available.
that each of Customers will provide
Authority in advance of the beginning of
each calendar year with an estimate of
the amounts and times of the withdrawals
of water from Lake Georgetown and /or
Project which it will make during such
calendar year.
(viii) that each of Customers will supply
Authority with an annual audit of its
affairs.
2. CONSTRUCTION IN STAGES. Any provision of Project
Agreements or any of them to the contrary notwithstanding,
Authority may construct Project in stages rather than immediately
constructing it in its entirety, so long as Authority makes a
diligent effort to complete each stage and such entirety on a
schedule reasonably calculated to always result in sufficient
capacity in Project to transport the amounts of water needed by
and available to Customers from Stillhouse to Lake Georgetown (up
to the full amounts available) as such needs increase.
3. TWDB. Each of Customers agrees that Authority may
enter into an agreement with TWDB by virtue of which
(i) TWDB will initially own and pay for an
undivided interest of up to 50% of each
stage and of the entirety of Project;
and
(ii) Authority shall have the right and the obligation
to acquire such undivided interests from TWDB and
to make payments therefor in amounts and on a
schedule agreed to by TWDB and Authority.
4. DEFINITIONS. The following definitions are added to
Project Agreements or substituted for the definitions of the
words `Bonds" and "Capital Costs" contained in Project
Agreements.
(a) "Bonds" means revenue bonds or other obligations
(whether one or more issues) issued by Authority to obtain funds
6
required by the terms of
behalf of the holders of
into any reserve fund or
to TWDB as
to TWDB on
7
for use in the design., construction, expansion, improvement,
completion, repair, replacement and /or acquisition of Project or
of any part or stage of Project or any undivided interest therein
or to obtain funds for use in reimbursement of expenditures
theretofore made by it for design and /or construction of Project
or issued by Authority and delivered to TWDB in payment for
undivided interests in Project acquired from TWDB, and bonds or
other obligations issued for the purpose of refunding Bonds
previously issued or obligations previously incurred for such
purposes.
(b) "Capital Costs" means all sums of money which are
a Bond Resolution to be paid to or on
Bonds or other obligations or to be paid
sinking fund established by a Bond
Resolution or which are required or permitted by the terms of
any agreement between Authority and TWDB to be paid by Authority
interest on or principal of amounts owing by Authority
account of expenditures made by TWDB for acquisition
of undivided interests in Project or as rental for use of any
undivided interest therein owned by TWDB or as consideration for
or on account of the acquisition by Authority of any undivided
interest or interests in Project at any time owned by TWDB.
(c) "TWDB" means Texas Water Development Board, an
agency of the State of Texas, created pursuant to Article 3,
8
Section 49 -c of the Texas Constitution and operating according to
Chapters 6, 15 -17 of the Texas Water Code.
5. USE OF INTAKE STRUCTURE. Any provision of Project
Agreements or any of them to the contrary notwithstanding,
Customers agree that Central Texas and its successors in interest
may use and continue to use Intake Structure in connection with
the operation of a water treatment plant to be constructed by it
in the vicinity of Stillhouse after termination of Project
Agreements for so long as it or its successors shall operate such
plant and Intake Structure continues to be useful in such
operation. Authority may contract with Central Texas to allow
such use.
6. AUTHORITY PAYMENTS AND REIMBURSEMENT. Should
Authority determine at any time that it is convenient to pay or
that financing costs can be mitigated by payment of costs of
design and /or construction of Project with funds other than Bond
proceeds or monies advanced by TWDB, it may pay such costs with
such other funds. In such event, it shall be reimbursed from
Bond proceeds for the amounts so paid plus interest thereon from
the date of payment to the date of reimbursement at a rate
determined by Authority's Board of Directors to produce income
equal to that which Authority would have earned on the funds thus
expended had it retained the funds rather than using them for
such payments and invested them in accordance with its usual
investment practices. Such reimbursement shall be made from the
Bond proceeds first becoming available after the date of any such
expenditure. Customers agree that Authority may sell Bonds (or
incur obligations constituting Bonds) for the purpose of
obtaining money for such reimbursement.
7. PROJECTION OF WITHDRAWALS. On or before November 1 of
each year during which Project is being operated by Authority on
such date, each Customer shall supply to Authority a written
estimate of the amounts and times of withdrawals from Project
and /or Lake Georgetown which it anticipates that it will make or
request during the calendar year beginning on the next following
January 1.
8. ANNUAL AUDITS. Each of customers shall submit to
Authority or its designee an annual audit of its affairs prepared
by an independent certified public accountant or an independent
firm of certified public accountants.
9. CUSTOMER REPRESENTATIONS AND COVENANTS. Each
Customer has represented and covenanted in its respective Project
Agreement that all payments to be made under such Project
Agreement shall constitute operating expenses of its water
distribution system. Each Customer further represents that the
services to be provided by Project are absolutely necessary and
essential to the present and future operation of its water
distribution system and that Project constitutes the only
9
reasonable method for obtaining the ability to transport water
from Stillhouse to Lake Georgetown and, accordingly, all payments
required by Project Agreement to be made by Customer shall
constitute reasonable and necessary operating expenses of each
Customer's water distribution system, with the effect that the
obligation to make such payments from revenues of Customer's
water distribution system shall have priority over any obligation
to make any payments from such revenues of principal, interest,
or otherwise, with respect to all bonds or other obligations
hereafter issued by Customer, except any other contract under
which Customer is required to make payments which constitute
operation and maintenance expenses of Customer. Customer may not
obtain the services or facilities provided under Project
Agreements to transport water from Stillhouse to Lake Georgetown
from any other source than Authority without Authority's advance
written consent.
10. MULTIPLE COUNTERPARTS. Circulation of copies of this
Supplemental Agreement among Customers to obtain the signatures
of all Customers on the same copies hereof would be inconvenient
and result in delay. Therefore, this Supplemental Agreement has
been prepared in multiple copies with two copies being prepared
for signature on behalf of Authority, on the one hand, and on
behalf of each Customer, alone, on the other hand. When all
copies have been signed on behalf of Authority and each of the
10
ATTEST:
two copies prepared for signature on behalf of each Customer has
also been signed by such Customer, Authority shall give written
notice of such fact to all Customers and this Supplemental
Agreement shall thereupon become effective. Authority shall
retain possession of one copy of this Supplemental Agreement
executed by it on the one hand and each Customer on the other
hand. Each Customer shall receive possession of one copy
executed by Authority on the one hand and by it on the other
hand. This Supplemental Agreement, when it becomes effective,
shall be binding on Authority and all Customers and subject to
enforcement by any party against any other.
BRAZOS RIVER AUTHORITY
Secretary
City Secretary
[2Williamson County Disk 1 /6 /99:A: \Supplemental.Round Rock)
BY:
General Manager
"Authority"
CITY
BY: w
11
ayor
"Round Rock"
DATE: February 5, 1999
SUBJECT: City Council Meeting - February 11, 1999
ITEM: 11.A4. Consider a resolution authorizing the Mayor to execute a
Supplemental Agreement Respecting Williamson County Raw
Water Line. Staff Resource Person: Jim Nuse, Public Works
Director.
Brazos River Authority
Ms. Joanne Land
Assistant City Manager/
City Secretary
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Dear Ms. Land:
As requested, enclosed for your files is an original executed Supplemental Agreement
for the Williamson County Raw Water Line project.
If you have any questions, please do not hesitate to call me.
Sincerely,
JTR:rp
Enclosure
q./files /projects/wmco /Joanne Land RR Supl Agrmt.doc
/' - C/ J. TOM RAY, P.E.
f Assistant General Manager /Planning
and Environmental
4400 Cobbs Drive • P.O. Box 7555 • Waco, Texas 76714 -7555
254- 776 -1441 • FAX 254 - 772 -5780
QUALITY • CONSERVATION • SERVICE
March 19, 1999
Mayor
Charles Culpepper
Maya Pro-tem
Robert St1 k
Correll Members
Earl M Hairston
Rick Stewart
Earl Palmer
Martha Chavez
Jimmy Joseph
City Mamger
Robert L. Bennett, Jr.
City Attorney
Stephan L Sheets
CITY OF ROUND ROCK
February 16, 1999
Brazos River Authority
c/o LCRA
Attn: Ron Anderson
P.O. Box H300
Austin, Texas 78767
Dear Mr. Anderson:
The Round Rock City Council approved Resolution No. R- 99- 02- 11 -11A4
at their regularly scheduled meeting on February 11, 1999. This
resolution approves Supplemental Agreement Respecting Williamson
County Raw Water Line.
Enclosed is a copy of the resolution and two original agreements. Please
sign and return one of the originals to my attention. If you have any
questions, please do not hesitate to call.
Sincerely,
Joanne Land
Assistant City Manager/
City Secretary
Enclosures
Fax: 512 - 218.7097
1-800135- 2989TDD 1- 800 - 735 -2988 Voice
www. ci. rou nd -rack tx. us
221 East Main Street
Round Rack, Texas 78664
512 - 218 -5400
RECLi `c�_ .
Brazos River Authority
May 20, 1999
Mr. Robert L. Bennett, Jr.
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Re: Williamson County Regional Raw Water Line Project
Dear Mr. Bennett:
QUALIFY • CONSERVATION • SERVICE
Please be advised that all participants in the above project have signed and
returned the "Supplemental Agreement Respecting Williamson County Raw
Water Line." Enclosed please find the Certificate of Execution pursuant to
Section 10 of the Supplemental Agreement.
In Section 1.(a) on page 2 of the Supplemental Agreement, a blank space was
left for the date Chisholm Trail Special Utility District entered into a "Participation
Agreement" to become an "Additional Participant." That date is March 15, 1999,
and I have filled in the Authority's copies of the Supplemental Agreement with
that date. You may wish to fill in that date on your copy for the completeness of
your records.
If you have any questions on this matter, please feel free to contact me at (254)
776 -1441 or Mr. Ron Anderson at (512) 473 -3572.
MEF:jwj
Enclosures
cc: Mr. Ron Anderson
w:lcorrlfieldkr wm co Itr.doc
Sincerely,
ckyL,4e-i f:
MICHAEL E. FIELD
Executive Counsel
4400 Cobbs Drive • P.O. Box 7555 • Waco, Texas 76714 -7555
254 - 776 -1441 • FAX 254 - 772 -5780
r 1;
_1
Ubrdealpakwp'corrlfield \ cert exec jwsud bcmud ctsud.doc
CERTIFICATE OF EXECUTION
TO:
CITY OF GEORGETOWN,
CITY OF ROUND ROCK,
JONAH WATER SPECIAL UTILITY DISTRICT,
BRUSHY CREEK MUNICIPAL UTILITY DISTRICT, and
CHISHOLM TRAIL SPECIAL UTILITY DISTRICT
Per Section 10 of "Supplemental Agreement Respecting Williamson County Raw
Water Line ", counterparts of the Agreement signed by Brazos River Authority,
have been executed by each of the other parties. Thus, the Agreements are now
in effect. The effective date is May 20, 1999.
Dated the day of /� , 1999.
BRAZOS RIV ' TY
V7 General tanager
By:
AUTHO
Gary G
YZ
S
K
Brazos River Authority
Mr. Robert Bennett
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
RE: Williamson County Regional Raw Water Line
Supplemental Agreement
Dear Mr. Bennett:
The Authority's Bond Counsel has determined that an additional provision is necessary in the
Supplemental Agreement in connection Financing to meet the requirements of the Attomey
General. The enclosed Supplemental Agreement has been revised accordingly with the addition
of Customer Representations and Covenants which can be found on pages 9 and 10. Please
discard the Supplemental Agreement previously furnished to you under cover of letter dated
December 21, 1998 if it has not already been returned.
After reviewing, please sign each of the two enclosed agreements and return to them to the
attention of the General Manager prior to January 25, 1999 in order to avoid delay in the project
schedule. The Authority will then return to you one fully executed copy following approval of
the Board on the 25 of January. Thank you for your assistance with this matter.
If you or your counsel have any questions concerning this agreement, please call me at (512)
473 -3572 or Mr. David Kultgen at (254) 776 -5500.
Sincerely,
Enclosure (2 copies)
RA:ms
Distribution:
Mr. David Kultgen, Beard & Kultgen
Mr. Bob Bennett, City of Round Rock
Mr. Bob Hart, City of Georgetown
Mr. James Donaldson, Brushy Creek MUD
Ms. Patty Rodgers, Chisholm Trail SUD
Mr. Carl Lidell, Jonah SUD
RON ANDERSON, P.E.
Senior Water Resources Planner
4400 Cobbs Drive • P.O. Box 7555 • Waco, Texas 76714 -7555
254 - 776 -1441 • FAX 254 - 772 -5780
QUALITY • CONSERVATION • SERVICE
January 7, 1999
'999
Ron Anderson
From: Ron Anderson [rona @brazos.org]
To: Bob Hart (E- mail); Carl Lidell (Business Fax); James Donaldson (Business
Fax); Patty Rodgers (Business Fax); Robert L. Bennett Jr. (E -mail)
Cc: Chuck Kobdish (E- mail); David Kautz (E- mail); David Kultgen (E- mail);
Alexander (Skip) Ferris (Business Fax); Jim Nuse , P.E. (E- mail); Jim Briggs
(E-mail); Steven A. Adams C.F.A. (E- mail); Susan Morgan (E- mail); Philip S.
Haag (E- mail); Mark Deitz (E -mail)
Subject: Supplemental Agreement
RE: Williamson County Regional Raw Water Line Project
Supplemental Agreement
It has been requested and approved to make a modification to Section 9, Customer
Representations and Covenants, of the above referenced agreement. The modification has
been determined to be permissible by the Authority's Bond Counsel and advantageous to the
Customers since it is less restrictive. Therefore, no objection is anticipated.
The Agreement is a singular document circulated among several customers. Therefore, any
modification must be made to each copy.
The modification is to strike the text "heretofore or" from page 10, line 10. Replacement pages
will be distributed. In the mean time, you may simply strike the text from your current copy.
For your information, the Texas Water Development Board is anticipated to commit up to $20
Million from the State Participation Account to this project at its meeting of January 21, 1999.
Your patience with the extra coordination associated with regional projects is appreciated. You
may address any questions to myself at (512) 473 -3572 or Mr. David Kultgen at (254) 776-
5500.
Brazos River Authority
mailing address: physical address:
BRA clo LCRA Mail Stop H 300
P. 0. Box , H300 3701 Lake Austin Blvd.
Austin, Texas 78767 Austin, Texas 78703
Sincerely,
Phone: (512) 473 -3572 or (800) 776 -5272 ext. 3572
Fax: (512) 473 -3551
BRAZOS RIVER AUTHORITY
Waco, Texas RECEIVED JAN 2 0 1999
Ron Anderson, P.E.
Senior Water Resources Planner
Printed on 1/15/99