HomeMy WebLinkAbout2001-082AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A
WHOLESALE WASTEWATER TREATMENT SERVICES CONTRACT BETWEEN
THE CITY OF DENTON, TEXAS AND THE CITY OF ARGYLE, TEXAS WHEREIN
DENTON AGREES TO PROVIDE WHOLESALE WASTEWATER TREATMENT
SERVICES TO ARGYLE, AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID CONTRACT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR,
AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute on behalf of
the City, a Wholesale Wastewater Treatment Services Contract between the City of
Denton, Texas and the City of Argyle, Texas for wholesale wastewater treatment services
to Argyle, substantially in accordance with the Contract which is attached hereto and
incorporated by reference herem
SECTION 2 That the expenditure of funds as set forth in the Contract
Agreement is hereby authorized
SECTION 3 That this ordinance shall become effective immediately upon its
passage, and approval
PASSED AND APPROVED this theday of J 2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By
AP OVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By IWELV!
S \Our DgeumentAOrdmances\01\Wholesale Wastewater Treatment Contract Argyle doe
STATE OF TEXAS §
COUNTY OF DENTON §
WHOLESALE WASTEWATER TREATMENT SERVICES CONTRACT
BETWEEN THE CITIES OF DENTON AND ARGYLE, TEXAS
THIS AGREEMENT made this day of 2001, between the City of
Denton, Texas, a municipal corporation, acting herein by and through its City Manager,
hereinafter referred to as "Denton," and the City of Argyle, Texas, a municipal corporation,
acting herein by and through its Mayor, hereinafter referred to as "Argyle" and
WHEREAS, Denton owns and operates a wastewater collection, treatment, and disposal system
in Denton County, Texas, and of their respective systems, both the City of Denton and the City
of Argyle desire to avoid duplication of services through coordination for the collection,
treatment, and reclamation of the wastewater, and
WHEREAS, Denton and Argyle desire to enter into a Contract for Denton to treat wastewater
on a wholesale basis for Argyle, and
WHEREAS, the public health, welfare, and safety of the residents of Denton and Argyle require
the development of adequate systems of sewage collection and disposal, the elimination of water
pollution, and the preservation of the water resources of the area, and
WHEREAS, Denton and Argyle are required to comply with standards and treatment methods
4 for wastewater as set forth in federal, state and local, laws and regulations and permits, and,
WHEREAS, Denton and Argyle have an interest in maintaining and restoring the chemical,
physical, and biological integrity of waters and water resources, especially those being used by
Denton and Argyle, and insuring the reduction of pollution in said waters and water resources,
and planmpg the use, development, restoration, preservation and enhancement of said waters and
water resources, and
WHEREAS, Argyle desires to contract for wastewater treatment service on behalf of Customers
of Argyle, and Denton desires to provide regional wastewater treatment service on a wholesale
basis to Argyle, and
WHEREAS, the City of Argyle's enabling statute authorizes Denton and Argyle to enter into
this Contract
NOW, THERFORE, Denton and Argyle, in consideration of the terms, covenants, and
conditions herein contained, hereby AGREE as follows
CONTRACT
Adoption of Preamble All matters stated in the preamble of this Contract are true and
correct and are hereby incorporated into the body of this Contract as though fully set forth in
their entirety herein
10 Definitions When used in this Contract, these terms shall be defined as follows
101 Act or "the Act" The Federal Water Pollution Control Act, also known as the Clean
Water Act ("CWX), as amended (33 U S C 1251, et seq )
102 Biochemical Oxygen Demand (BOD). The quantity of oxygen utilized in the
biochemical oxidation of organic matter specified by procedure in Standard Methods, and results
expressed in terms of weight and concentration [milligrams per liter (mg/1)]
1 03 Calibration. Verification of meter accuracy utilizing standard primary device
procedures and calibration signals and/or a separate flow measurement instrument
104 Capital Improvements Any of the following facilities which provide utility services
and benefits common to all wholesale and retail Customers, and that have a life expectancy of
one or more years located within the jurisdictional limits of Denton or the City of Argyle
wastewater treatment facilities, metering and sampling facilities, control systems and
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appurtenances, all major collectors and interceptors that are twelve inches (12") and greater in
diameter and lift stations associated therewith,
105 Categorical Industrial User (CIU)An industrial user that is subject to Categorical
Pretreatment Standards according to 40 CFR Section 403 6 and 40 CFR Chapter I, subchapter N,
which are technology -based standards developed by EPA setting industry -specific effluent
limits
106 Argyle. Depending on the context, may refer to the City of Argyle or to Argyle's
Customer or other Customers of Argyle being provided service pursuant to this Contract
107 Argyle Systems. The facilities of Argyle used for pretreatment, collection, and
transportation of Wastewater to the Points of Entry into Denton's system
108 Delivery Facilities. All facilities necessary for the transmission of wastewater from the
City of Argyle System to the Denton System that are on the City of Argyle's side of the Point of
Entry that are constructed specifically to allow Denton to serve Argyle
109 Director The Denton Water/Wastewater Utilities Director or the designee
1 10 Direct Cost. Costs directly assignable to the wholesale customer
1 11 Domestic Accounts Single family and residential duplex dwellings served by one
water meter This definition is used only in the context of determining billing on a per -
connection basis
1 12 Denton Expense. Expenses incurred by Denton related to wholesale wastewater
service, such expenses to be allocated as a System Cost in future cost -of -service studies
1 13 Denton System Denton's wastewater collection and treatment system, including the
Point of Entry provided for herein
1 14 Argyle Representative Mayor of the City of Argyle or designee
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1 15 Facility Expansion. The expansion of the capacity of an existing facility that serves
the same function as an otherwise necessary new Capital Improvement, in order that the existing
facility may serve new or expanded development The term does not include the repair,
maintenance, modernization, or an expansion of an existing facility to better serve existing
development
1 16 General Benefit Capital Facilities. Wastewater facilities that provide utility services
and benefits common to both Denton retail and Denton wholesale Customers, including
wastewater treatment facilities, metering and sampling facilities, control systems and
appurtenances, and all collectors and interceptors that are twelve inches (12") and greater in
diameter
1 17 Indirect Discharge. The discharge or the introduction of industrial wastes from any
source regulated under Section 307(b) or (c) of the Act (33 U S C 1317), into the Denton System
(including holding tank waste discharged into the system)
1 18 Industrial User. A source of Indirect Discharge, which does not constitute a "discharge
of pollutants" under regulations, issued pursuant to Section 402, of the Act (33 U S C 1342)
1 19 Industrial Wastes All water -borne solids, liquids or gaseous substances resulting from
industrial, manufacturing or food processing operations, or from the development of a natural
resource, or any mixture of these with water or domestic sewage
1 20I011tration Water that has migrated from the ground into the wastewater system
121 Inflow. Water, other than wastewater that enters a sewerage system (including sewer
service connections) from sources such as, but not limited to, roof drams, cellar drains, yard
drains, area drains, drains from springs and swampy areas, manhole covers, cross connections
between storm sewers and sanitary catch basins, cooling towers, storm waters, surface runoff,
street wash waters or drainage Inflow does not include, and is distinguished from infiltration
water
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122 Liquid Waste. The water -borne solids, liquids, and gaseous substances derived from
certain sources including, but not limited to, a grease trap, septic tank, chemical toilet waste and
sand trap waste
123 Metering and Samplmg Facility The meter, meter vault, and all metering and
telemetry equipment required to measure and/or sample wastewater flows of the City of Argyle
at Point of Entry(s) or into Denton's System
124 Non -domestic Account. Commercial, industrial, multifamily or other accounts that are
not considered Domestic Accounts This definition is used only in the context of determining
billing on a per -connection basis
125 Nou-Metered Area. Areas within the City of Argyle's certificated boundaries that
generate wastewater that do not dram into a part of the City of Argyle system for which
wastewater flow is measured by an approved metering and sampling facility
126 Non -Categorical Industr►al User (IU) Any non -domestic Industrial User, other than a
CIU, which introduces Wastewater into a publicly owned treatment works (POTW)
127 Point of Entry. The metering facility, the point of connection to the Denton System
128 Pretreatment. The reduction of the amount of pollutants, the elimination of pollutants,
or the alteration of the nature of pollutant properties in wastewater to a less harmful state prior to
or in lieu of discharging or otherwise introducing such pollutants into a Publicly Owned
Treatment Works Physical, chemical or biological processes can obtain the reduction or
alteration, or process changes by other means, except as prohibited by 40 CFR Section 403 6(d)
129 Pretreatment Requirements. Pollutant concentration discharge limitation and
reporting requirements stipulated in Denton's Sewer Use Ordinance No 93-112 and any
amendments thereto, Argyle's ordinance, and Federal Pretreatment Standards promulgated by
the U S Environmental Protection Agency
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130 S1241ficant Industrial User (SIU). Any industry, which discharges industrial wastes,
directly or indirectly into the City of Argyle's System and/or Denton's System
• Discharges 25,000 gallons per day or more of regulated industrial wastewater
• Is subject to the National Pretreatment Standards or Categorical Standards of the U S
Environmental Protection Agency, or,
• Has a reasonable potential, in the opinion of the Director, to adversely affect the Denton
System due to discharge of wastewater with abnormally high strength or containing
limited or prohibited substances
131 Standard Methods. Those testing or analysis procedures as prescribed in the current
edition of "Standard Methods for Examination of Water and Wastewater," published by the
American Public Health Association and/or the U S Environmental Protection Agency "Manual
of Methodologies for the Examination of Water and Wastewater," or will otherwise comply with
procedures specified in state and federal discharge permits held by Denton
132 System Costs. Operating expenses and capital related costs incurred by Denton in the
provision of wastewater collection and treatment service to the wholesale class of wastewater
customers Such costs are to be specifically identified by Denton as a component of the annual
cost of providing wholesale wastewater treatment service
133 Total Suspended Solids (TSS) Solids, measured in mg/l, that either float on the
surface of, or are in suspension in, water, wastewater or other liquids, and which are largely
removable by a laboratory filtration device
134 Wastewater. All liquid or water-camed waste products from whatever source derived,
whether treated or untreated, which are discharged into or permitted to enter into the Denton
System The words "wastewater" and "sewage" are interchangeable
L
135 Wastewater System Impact Fee. A capital contribution or recouping of the costs of
General Benefit facilities, capital improvements or Facility Expansion necessitated by and
attributable to new growth and development, and/or expanded growth and development of
existing Customers
20 Connection to the Denton System
21 Denton hereby grants to Argyle, upon compliance with the terms and conditions
contained herein, permission to connect Argyle Systems to the Denton System The City of
Argyle shall deliver and discharge wastewater into the Denton System, and, Denton shall
transport, treat, and dispose of the wastewater received from the City of Argyle, in accordance
with this Contract, unless the Parties otherwise agree in writing The City of Argyle shall
provide all lines, metering station(s), lift stations, and associated facilities and shall acquire all
property, interests, licenses, and permits that are necessary to collect and transport Wastewater
from the City of Argyle to the Denton System
22 It shall be the sole responsibility of the City of Argyle to convey and deliver the
Wastewater to the Point or Points of Entry approved by Denton and designated in Exhibit IV
Denton agrees to accept all Wastewater from Argyle at the Point(s) of Entry as designated on
Exhibit IV, attached hereto and incorporated herein, and at such additional Points of Entry as
may later be mutually agreed upon by the Director for Denton and the Argyle Representative A
Point of Entry may be changed, or additional Points of Entry added upon mutual agreement,
signed by an authorized representative of each Party The City of Argyle shall pay for Denton's
capital operational and administrative costs incurred due to any change in the location of a Point
of Entry, if the change was requested by the City of Argyle, or necessitated by the City of Argyle
discharge characteristics Provided however, that if such change is necessitated by Argyle's
discharge characteristics, Denton shall notify Argyle of such need by providing written notice to
Argyle at least sixty- (60) days prior to taking any action on such relocation The notice shall
specify the total cost for which the City of Argyle shall be responsible
23 The cost of all Delivery Facilities necessary to convey Wastewater to the designated
Points of Entry, whether shown on Exhibit IV, or mutually agreed upon at a later date, together
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with the cost of connection of the City of Argyle System to the Denton System with the
exception of metering and sampling facilities, shall be bome by the City of Argyle in accordance
with the Interlocal Cooperation Agreement for construction of the Graveyard Branch Line
24 Unless mutually agreed to in writing by Denton and Argyle, Argyle shall be responsible
for the design, contracting, construction and financing of Delivery Facilities and acquisition of
any necessary nghts-of-way and easements for such facilities All designs, materials and
specifications shall conform to Denton's requirements as a minimum standard Plans and
specifications for Delivery Facilities, which connect to the Denton System, shall be submitted to
the Director for written approval No construction shall begin until such approval has been
given Approval by Denton shall not be unreasonably withheld, if the plans and specifications
satisfy or exceed Denton's minimum standards Argyle agrees that Denton has the right to make
periodic inspections during the construction phase of the Delivery Facilities Final acceptance of
such facilities from the point of connection up to and including the metering and sampling point
is subject to the inspection and written approval of the City of Denton Wastewater Director, or
his designee
25 To facilitate adequate five-year planning for the transportation and treatment of
wastewater, Denton will require that the following approval process be utilized when large
volume contributors are anticipated to be added to the system Denton will require that a five-
year planning document revised annually that details projected increases in wastewater flow to
the Denton System be submitted to the Director for incorporation into the Denton planning
document The City of Argyle's planning document will be submitted annually by November 1
Argyle agrees not to provide service to, or contract or subcontract with, any new single retail
customer (or any customer located outside the boundaries of the Argyle Certificate of
Convenience and Necessity) whose need for Wastewater service would exceed 25,000 gallons
per day (GPD) additional treatment requirements without prior written approval by the City of
Denton Director, which approval shall not be unreasonably withheld
26 Facilities within Denton CCN. Pipelines and other facilities constructed by or for the
City of Argyle for the purposes of carrying out this Contract which are located within an area for
which Denton holds a certificate of public convenience and necessity to provide sewer utility
service, shall comply with standards and specifications approved by Denton For such pipelines
and facilities, Denton may require that the improvements be oversized pursuant to a separate
participation agreement with the City of Argyle Denton shall have the right to approve the
location of any such oversized facilities Upon completion of an oversized line and payment by
Denton of its participating share, the City of Argyle shall transfer to Denton the ownership of the
oversized line and associated easements and property interests Notwithstanding the foregoing,
Argyle shall maintain ownership of its wastewater capacity in the Graveyard Branch Wastewater
Project, as described in the "Interlocal Cooperation Agreement for the Construction, Installation,
and Cost Participation of the Graveyard Branch Gravity Flow Wastewater Main" (hereafter the
Interlocal Cooperation Agreement) by and between the Cities of Denton and Argyle, Texas
27 Service Requirements At such time in the future, should service requirements become
an issue, then Denton and Argyle shall immediately discuss, and if resolution of the problem is
not susceptible to remediation, then to mediation on a good faith basis
30 Maintenance of Denton and Customer Systems
3 1 Argyle agrees to maintain its wastewater system(s) in good condition and to make repairs
in a timely manner and to require its customers to maintain and repair their respective systems
Denton shall have the right to refuse to accept Wastewater for treatment if Argyle's System(s) is
not being maintained to those generally accepted standards set forth in TNRCC rules and
regulations, Chapter 317 Denton shall not have any responsibility or liability now or ever for
the operation of the City of Argyle's System(s), except as agreed to in writing by the parties
hereto
32 Denton agrees to maintain its system in good condition and to make repairs in a timely
manner Argyle shall not have any responsibility or liability now or ever for the operation of the
Denton System, except as specifically provided herein, or under separate written modification or
Agreement
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40 Metering and Sampling Facilities
41 Beginning on the effective date of this Contract, Denton shall have the exclusive right to
operate and maintain Argyle metering and sampling facilities at all existing and future Points of
Entry, and Denton shall become solely responsible for the operation and maintenance associated
with these facilities Argyle shall have access to the metering facilities for inspection purposes
only Argyle shall not adjust or calibrate the meter and will continuously provide a route of
ingress and egress to said metering and sampling facilities for Denton Denton shall have the
discretion to construct improvements, expansions, and replacements to said facilities as a System
Cost, subject to review and approval by Argyle of all proposed construction, expansion, and
replacement plans and costs Approval by Argyle shall not be unreasonably delayed or withheld
Argyle will also grant and provide to Denton such permits or easements as are necessary for the
continuous operation and maintenance of all metering and sampling facilities All such costs
incurred by Denton for operation, maintenance, construction, expansion, and replacement of
Argyle metering and sampling facilities shall be considered System Costs Such System Costs
shall be specifically identified by Denton as a component of the annual cost of providing
wholesale wastewater treatment service
42 Unless otherwise agreed to by both parties in writing, Denton shall have the option to
construct Argyle metering and sampling facilities not currently in existence All construction
costs, including, but not limited to, site acquisition and preparation, design and engineering,
construction, and equipment for such facilities, together with the costs of necessary easements
and nghts-of-way, shall be System Costs, and shall be subject to review and approval by Argyle,
including all necessary modifications to accommodate a complete installation satisfactory to
Denton Such approval shall not be unreasonably withheld or delayed If Argyle constructs new
metering and sampling facilities, Argyle may either transfer ownership of such newly
constructed facilities, together with all necessary access easements and nghts-of-way, to Denton
in a form satisfactory to Denton or may grant Denton the right of ingress and egress to such
facilities, together with the authority to operate and maintain the facilities as specified in Section
4 1, within sixty (60) days of such completion Thereafter, Denton shall operate, maintain and
replace the facilities as a System Cost and treat any ownership transfer as a contribution for rate
purposes, but the same shall not be indicative of equity ownership
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43 Expenses incurred by Denton for the operation and maintenance of Argyle metering and
sampling facilities shall be System Costs and shall include, but not necessarily be limited to, the
following
A Cost of electricity at the facility
B Cost of the installation of the telemetry service at the facility and to the control center
and cost of monthly lease charge for the telephone line
C Cost of meter calibration, including cost of insert meter, twice per year
D Cost of parts, materials and supplies required for repairs, calibrations and upgrading
of the facilities
E Normal labor cost plus fringe benefits and indirect costs for repairs, calibrations and
upgrading of the facilities
F Maintenance of ingress and egress and meter facility site
G Meter reading costs
44 Replacement of Metering and Sampling Facilities or components thereof as may be
occasioned by obsolescence due to age, excessive maintenance, growth or other reasons as
determined by the Director shall be a System Cost
45 The City of Argyle shall construct, install, and maintain for each Point of Entry a control
manhole to allow Denton to monitor Wastewater received from Argyle Control manholes shall
be located and constructed in accordance with specifications approved by Denton, to allow
Denton to have unrestricted access at all reasonable times Upon completion, the control
manholes shall become the property of Denton and shall be maintained and repaired by Denton,
at Denton's sole cost and expense
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46 Upon expiration or termination of this Contract, Denton shall transfer to Argyle the
ownership of any property easements, metering and sampling facilities and nghts-of-way
conveyed to Denton pursuant to the terms of this Section In the event the contract is transferred
to another entity and Denton continues to treat wastewater from the City of Argyle, ownership of
the aforementioned items shall remain with Denton
50 Riehts-of-Way
Argyle shall grant, without charge to Denton, such easements and the use of rights -of -way along
public highways or other property owned by Argyle, as requested by Denton for the sole purpose
of constructing or maintaining mains or facilities within the boundaries of the Argyle CCN to
convey Wastewater delivered to the Points of Entry The parties hereto (and applicable
Customers of the City of Argyle) will be required to restore the other's property to a condition
equal to its original condition, unless otherwise mutually agreed in writing Denton and Argyle
agree to coordinate their location of the mains and/or facilities in the other's easements and
rights -of -way in order to prevent future conflicts insofar as reasonably practicable
60 Metering and Sampling
61 All flow discharged into the Denton System by Argyle shall be metered, unless
specifically agreed to by both parties in writing Should both parties agree in writing that
metering is not possible, the agreed upon method for determining the volume shall include an
adjustment for infiltration and inflow
62 If, in the judgment of the Director, the sewage generated within one or more areas of the
Argyle CCN cannot be accurately measured by an approved type of metering station, then the
charge for sanitary sewer service within that drainage area will be made on a per -connection
basis In such cases, the volume of sewage for billing purposes will be determined by adding the
product derived from multiplying the number of Domestic Accounts within the area, times the
average gallons of Wastewater flow per Domestic Account within the metered area, plus the
estimated Wastewater flow for Non -domestic Accounts based on an agreed upon percentage of
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metered water consumption The total volume so derived each month will be used for
calculating the total sewer charges due each month for that drainage area and such charges will
be added to other charges, if any, based on metered connections For all such non -metered areas,
Argyle will be responsible for providing data each month on the number of Domestic Accounts
and the metered water volume of all Non -domestic Accounts Argyle will provide this data to
Denton no later than the Ss' day of each calendar month Alternatively, the Director and Argyle
Representative may agree in writing to a non -metered system for such areas, based on water
usage for the area during the three winter months of December, January, and February
63 Argyle shall have access to the metering and sampling facilities at all reasonable times,
provided however, that any reading, calibration, or adjustment to such metering equipment shall
be done by employees or agents of Denton, or by other mutually approved third party Calibration
agent, in the presence of representatives of Argyle and Denton, if so requested by Argyle
Notification of any proposed tests shall be provided to the City of Argyle at least seventy-two
(72) hours prior to such test being conducted
64 All readings of meters will be entered in ink upon bound journals maintained by Denton
Argyle shall have access to such records during reasonable business hours and shall be furnished
with monthly "totalizer" readings for each Point of Entry metering and sampling facility
65 Denton shall calibrate and routinely service the meters at least once during each six- (6)
month period Copies of the results of such Calibration and all related information shall be
promptly provided to Argyle Denton shall notify the City of Argyle at least seventy-two (72)
hours in advance of the date and time for any Calibration, and Argyle may observe if so desired
66 Upon any Calibration, if it is determined that the accuracy envelope of such meter is
found to be lower than ninety-five percent (95%), or higher than one hundred five percent
(105%) expressed as a percentage of the full scale of the meter, the registration of the flow (and
billings related thereto) as determined by such defective meter shall be corrected for a period
extending back to the time such inaccuracy began If such time is ascertainable, or, if such time
is 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
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67 If additional meter Calibrations are requested by the City of Argyle over the normal
Calibration frequency, then the following payment procedure will be used Corrections to meter
Calibrations that are inside the plus or minus 5% range will be paid for by the City of Argyle and
will be added to the City of Argyle's next monthly bill for receipt of payment Corrections
outside the plus or minus 5% range will be paid to Argyle by Denton
68 If any meter used to determine volume from the City of Argyle is out of service or out of
repair so that the amount of Wastewater delivered through the period cannot be ascertained or
computed, within five percent (5%) accuracy, Wastewater volume shall be estimated and agreed
upon by the parties hereto upon the basis of the best data available If a meter is determined to
be reading inaccurately by more than five percent (5%), a correction to the billing shall be made
as follows
(a) Take the number of gallons measured by the meter for a period extending
back ''/z of the time elapsed since the date of the last calibration of the meter,
(b) Multiply that amount by the percentage of inaccuracy to obtain the total
number of gallons not properly registered,
(c) Multiply the gallons by the applicable rate during the time of the inaccuracy to
get the amount to be debited or credited, as appropriate
If a meter completely fails, a correction shall be made by using the average of the gallons of
wastewater billed for the prior three months, or some other mutually agreeable method, to obtain
a daily average, which shall be applied to the days for which the meter was not working In the
event that the parties hereto cannot agree on the estimate of Wastewater volume delivered,
agreement on the flow volume will be determined by a committee composed of the Director (or
his designee) the City of Argyle Representative (or his designee) and a third person to be
mutually agreed upon and the cost of the reconciliation process will be equally shared Any
adjustments in billing provided in this Section, whether a credit or debit, may be satisfied
immediately, or may be made in equal installments over the time equal to the time for which the
failure or inaccuracy was calculated
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69 Denton shall obtain samples three (3) times per year to determine the quality of the
wastewater for billing for the extra strength of the wastewater Each set of samples will apply to
a four -month period for billing purposes These samples shall be obtained at the designated
metering and sampling facilities or other mutually agreed upon sampling points for the purposes
of billing for the strength of the wastewater To determine the quality of the wastewater for each
of the three (3) sampling periods, Denton shall collect twenty-four (24) hour flow -weighted
composite samples for five (5) consecutive days In case of a malfunction of the sampling
equipment for whatever reason for one or more days, additional days shall be added to obtain
five (5) samples The five (5) samples will be averaged to determine the wastewater strength for
billing purposes Unless the BOD or TSS exceeds 250 mg/l, no fee for extra strength shall be
applicable or charged Denton will provide Argyle with a minimum of seven (7) day advance
notification of intent to sample If, at the request of Argyle or at the request of the Director,
more extensive monitoring is desired, such additional monitoring shall be paid for by the party
making the request and shall be done in compliance with Section 7 5 If Argyle requests such
additional monitoring, Denton shall invoice Argyle for the operational and administrative costs
and payment shall be made within (30) thirty days after receipt of invoice
The notification required in this section shall include the planned dates, times, and locations(s) of
sampling Denton shall analyze the samples collected in accordance with Standard Methods
Argyle may be present during the initial set-up of sampling equipment and at the time of pick up
for each twenty-four (24) hour composite sample Denton agrees, if requested, to split said
wastewater samples with Argyle for independent analyses
610 If, in the opinion of the Director, compliance monitoring is required, the Director may
order that additional monitoring be performed with or without prior notice to Argyle Said
compliance monitoring is to be in addition to the periodic sampling set forth in Section 6 9 All
information obtained because of such compliance monitoring shall be provided to the City of
Argyle Denton will provide notice of the results of such compliance monitoring to Argyle
within a reasonable time thereafter Denton shall pay all costs for additional monitoring ordered
at the Director's discretion, pursuant to this paragraph
611 Costs incurred by Denton under this Section 6 will be considered a System Cost
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70 Rates and Charges
7 1 Wholesale wastewater rates will be based upon generally accepted cost -of -service rate
methodologies developed by independent utility rate consultants as described herein The
Director shall select the independent utility rate consultant The cost of such studies will be a
Direct System Cost All cost -of -service studies shall be conducted utilizing the utility cost basis
of determining revenue requirements applicable to the wholesale Wastewater class The last rate
study was completed during 1999 by an independent consultant Rate studies by an independent
utility rate consultant will be conducted at least every six (6) years Internal rate reviews will be
conducted annually, based upon consultant rate study methodology, to review rates and charges,
to recover allocated costs The City of Argyle shall have access to all data used to calculate the
proposed rate to be charged, and the City of Argyle will be provided at least 60 days advance
notice with opportunity to review and comment on any proposed rate changes
72 The cost -of -service for the wholesale class shall include allocated reasonable and
necessary operation and maintenance expense, depreciation expenses, administrative expenses, a
fair and reasonable return on allocated capital facilities, and a street rental fee To determine the
allocation, including inflow and infiltration of costs to the City of Argyle, the following factors
shall be considered total volume, rate of flow, wastewater quality, metering, and Argyle related
costs (such as accounting, billing, monitoring and Argyle service)
"Capital -related costs" consists of depreciation expenses and return on the original cost rate base
"Depreciation expense" will be based upon the original cost of all capital facilities, both invested
and contributed capital, which facilities are expected to be replaced by Denton at a future date in
order to maintain service Costs to transport the wastewater will be based on interceptor lines
twelve inches (12") in diameter and greater A street rental fee equal to four percent (4%) of
total wastewater operation and maintenance costs will also be charged by Denton On a periodic
basis as determined by the Director, the depreciation rates on all General Benefit Capital
Facilities shall be studied, and new salvage values, useful lives, and annual rates of depreciation
shall be developed from such studies The "net -book" rate base shall consist of all allocated
capital facilities (net of accumulated depreciation and less contributions to the Denton System),
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and shall include construction work in progress, a reasonable allowance for working capital, and
a reasonable inventory of materials and supplies necessary for the efficient operation of the
Denton System Working capital shall be based on one -eighth (forty-five days) of annual
wastewater operation and maintenance costs Records of the original cost, the accumulated
depreciation on all capital facilities, and contributions to the Denton System shall be maintained
in the Denton fixed asset -tracking system These records shall be available for inspection at the
Denton Utilities Financial Department during reasonable business hours upon request by Argyle
73 Denton shall be allowed an adequate opportunity to earn a reasonable return on its
investment The rate of return shall be sufficient to assure confidence in the financial soundness
of the utility, adequate to maintain and support its credit, enable it to raise the money necessary
for the proper discharge of its public duties, and shall be equal to the weighted average imbedded
rate of interest on all outstanding wastewater system revenue bonds plus one -and -one-half
percent (1 5%)
74 Not more frequently than every six (6) years, a detailed wholesale revenue requirement
shall be developed on an actual historical cost, test -year basis, allowing for reasonable and
necessary expenses of providing such wastewater service, and allowing for known and
measurable changes in costs Such changes shall allow the spreading of non -recurring expenses
over an appropriate benefit period The first test year occurred October 1, 1997, through
September 30, 1998 On a not more frequently than every six (6) year basis thereafter, a
complete, detailed rate study will be performed with the same methodology used in the previous
rate study by an independent utility rate consultant Thereafter, changes in the methodology will
be allowed if recommended by the independent consultant In the interim between complete
detailed rate studies, wholesale wastewater rates shall be adjusted by Denton using the same
methodology adopted at the same time, of the last complete detailed rate study utilizing the
actual operating data for the twelve month period ending September 30`h of the prior year,
adjusted for known and measurable changes in cost data which may have occurred since the last
audited statement
75 The initial rates for this Contract shall be those adopted by the Denton City Council in
Ordinance No 2000-295, finalized in September 2000, effective October 1, 2000, as follows
Volume Charge $2 00 per 1,000 gallons
17
BOD Strength Charges
TSS Strength Charges
Facility Charges
Sampling Charge
Analysis Charge
76 Amendment of Rate
$0 004228 mg/1 of BOD above 250 mg/1
$0 002317 mg/1 of TSS above 250 mg/1
$180 00/30 days
$35 00
$15 00
The rate charged the City of Argyle shall increase or decrease in accordance with any
amendment to the Rate Schedule applicable to the City of Argyle, as approved by Ordinance of
the City Council of Denton, and normal and reasonable increases in cost of service At least
sixty- (60) days prior to the effective date of any proposed amendment of the rate charged to
Argyle, Denton shall send written notice of the proposed rate amendment to the City of Argyle
If Denton fails to give written notice at least sixty-(60) days prior to the effective date of the
amended rate, the amended rate shall become effective, as it applies to the City of Argyle, on the
sixty — first (61st) day after the written notice is sent
77 Denton shall render bills for Wastewater treatment and disposal service to Argyle
monthly All such bills shall be due and payable by Argyle not more than thirty- (30) days from
the billing date The bills will show current charges, as well as past -due charges Current
charges shall be the amount due for Wastewater collection, treatment and disposal service
provided since the prior billing period Past -due charges shall be the total amount unpaid from
all prior billings as of the current billing date Payments received shall first be applied to the past
due charges, if any, and thereafter to the current charges For late payments, a finance charge of
ten percent (10%) per annum may be calculated from the date when the payment was due until
paid
78 If Argyle disputes a bill and is unable to resolve the difference informally, Argyle shall
notify the Director in writing Dispute of a bill is not grounds for nonpayment If Argyle at any
time disputes the amount to be paid to Denton, Argyle should nonetheless promptly make such
payment, but, if it is subsequently determined by agreement or court decision that such disputed
payment should have been less, or more, Denton shall promptly correct the charges All such
amounts due and owing to Denton by Argyle, or due and owing to Argyle by Denton, shall be
paid plus ten (10%) percent per annum from the date when due until paid
18
79 The parties agree that services obtained pursuant to this Contract are essential and
necessary to the operation of Argyle's wastewater facilities, and that all payments made by
Argyle shall constitute reasonable and necessary operating expenses of wastewater systems
within the meaning of Article 1113, Vernon's Annotated Texas Statutes, with the effect that the
obligation to make such payments shall have priority over any obligation to make any payments
from such revenue, with respect to all bonds or other debt obligations heretofore or hereafter
issued by Argyle
710 Argyle agrees, throughout the term of this Contract, to fix and collect such rates and
charges for wastewater service in its system as will produce revenues in an amount equal to at
least
(I) All of the operation and maintenance expenses of such system, including specifically,
its payments under this Contract
(II) All other amounts as required by law and the provisions of the ordinances or
resolutions authorizing its revenue bonds or other obligations now or hereafter
outstanding, including the amounts required to pay all principal of, and interest on
such bonds and other obligations
80 Argvle Concerns and_Disoutes
8 1 Argyle shall notify the Director regarding any concern or dispute related to the wholesale
Customer volumes billed and/or wholesale rates charged Denton shall provide explanations
and/or documentation which outlines the processes used by Denton in order for Argyle to fully
understand how the monthly volumes and billings were determined and/or wholesale rates were
calculated
82 If Argyle disputes the monthly billing and/or rates, Argyle must continue to make prompt
monthly payments as required by this Contract If, after a thorough review, Argyle's concern or
dispute is determined to have merit and justification, the area of concern or dispute shall be
promptly adjusted and corrected Unless otherwise specified in this Contract, the determination
or settlement in areas of dispute, will generally be judged in accordance with standard practices
W01
used in the wastewater treatment and collection industry, while considering fairness to both
parties
90 Industrial Connection and Monitoring
91 Argyle agrees that it will not permit any Significant Industrial User within its jurisdiction
to connect directly or indirectly, either to its system, without at least thirty- (30) days prior
written notification to the Director of such intent to connect Argyle shall provide the Director
with such information pertaining to volume and composition of expected flow as may be
requested After a review of the submitted data, the Director has the right to refuse the permit
only if such SIU would cause Wastewater discharged by the City of Argyle at the Point of Entry
to be in violation of this Contract
92 Argyle agrees to conduct any and all monitoring, sampling and inspection of Argyle
System and Industrial Users as necessary to insure that industrial waste introduced into the City
of Argyle System meets the quality standards set out in Section 10 2 hereof Upon request to
Argyle, a representative of Denton will be permitted to observe Argyle's collection of samples
from Industrial Users, and Argyle agrees to furnish Denton separate duplicate samples for
independent testing, and, upon request, to provide the Director sample analysis results and
Pretreatment records
93 Argyle agrees that Denton shall have the right to sample wastewater at all Points of Entry
and at such other locations as may be mutually agreed to in writing by both parties, for the
purpose of determining the volume and quality of wastewater entering the Denton System
Argyle agrees to disconnect from its system any Industrial User found to be in violation of
allowable discharges or who refuses access to its facilities for the purpose of sampling
wastewater being discharged into the City of Argyle System, provided, however, that said
disconnected Industrial User shall be afforded the same rights and privileges of appeal as
Industrial Users operating within Denton's jurisdiction Provided, however, Denton may not
require such Industrial User to disconnect from Argyle's System, if the quality of the wastewater
delivered to the Point of Entry is in compliance with this Contract
O
94 Following reasonable notice to the City of Argyle by Denton, Denton may enter Argyle's
jurisdiction if Denton determines that questionable discharges or prohibited discharges are
entering the Denton System through the Point of Entry Argyle agrees to assist Denton and to
coordinate with its Customers in locating and eliminating such prohibited discharges within the
Argyle System
95 The Director shall send written notice to the City of Argyle if it is determined that a
Customer is failing to provide a satisfactory Pretreatment program, or a discharge by the City of
Argyle is in violation of the SUO or this Contract The notice shall contain the following
(a) the nature and description of the violation,
(b) the provision of the SUO or of this Contract being violated,
(c) the corrective action that must be taken, and
(d) the time in which the corrective action must be taken
Denton and Argyle shall cooperate to determine the source of any wastewater discharge violation
and agree to cooperate in remedying the violation, but, Argyle shall be responsible for insuring
that the violation is properly and timely corrected Argyle's failure to take reasonable efforts to
have the violation corrected in the time specified shall be a breach of this Contract for which
Denton may terminate service to the particular Customer wherein the offending violation is
taking place
100 Wastewater QuaLty
101 Argyle agrees that it shall enact operating policies and enforce an ordinance governing
industrial waste that are at least as stringent as the provisions of the current Denton Sewer Use
Ordinance No 93-112 (SUO)
21
102 The parties recognize that federal and state laws and regulations concerning Wastewater
treatment and discharges may periodically change during the term of this Contract, requiring
revisions in the SUO It is the intent of this Contract that the SUO be reviewed periodically by
Denton and revised in accordance with the latest laws and regulations of federal and state
agencies having jurisdiction over wastewater treatment and discharges Argyle agrees, upon
reasonable notice, to enact and enforce ordinances or any amendments to the SUO, or any future
ordinances relating to mdustrial discharges, prohibited or controlled wastes, or Pretreatment
Requirements
103 Denton shall give written notice to Argyle at least ninety- (90) days prior to consideration
by the Denton City Council of any amendment of the SUO that amends a provision of the SUO
that applies to this Contract, or that adds a new provision to the SUO that Denton is required to
apply to wastewater received by Denton under this Contract
104 Argyle shall be responsible for giving notice of the proposed amendment to any of its
Customers affected by the amendment Upon the effective date of the amendment to the SUO, it
shall be considered an amendment to this Contract and shall be attached hereto, showing the
amendment made Argyle shall adopt and enforce such proposed ordinances or amendments as
soon as reasonably practicable after the effective date of the Denton ordinance or amendment,
provided that Argyle is properly notified of the ordinance or amendment required herein
105 Argyle agrees that the quality of the wastewater discharged into the Denton System shall
be equal to or better than the quality standards established by Denton Ordinance No 93-112, or
to any amendment thereto adopted pursuant to Section 10 1
106 Argyle shall require all Significant Industrial Users within its jurisdiction that ultimately
discharge into the Denton System to apply for and obtain a permit from Argyle allowing such
discharge Such permit shall require Industrial Users to abate prohibited substances from their
discharge as a condition to discharging wastewater into the Argyle System The permit
application shall contain, as a minimum, the following
22
1 Name and address of discharger
2 Agent for discharger
3 Type of industry
4 Products produced or services rendered
5 Chemicals being stored and/or used
6 Anticipated daily wastewater flow rates
Argyle shall provide Denton a copy of such application and permit, if issued, within fourteen
(14) days after issuance
11 0 Title to and Liability for Damages and Responsibility for Treatment and Disposal of
Wastewater
Liability for damages arising from the transportation, delivery, reception, treatment, and/or
disposal of all wastewater discharged into the Denton System hereunder shall remain with
Argyle to the Point of Entry, and upon passing through Point of Entry, title to such wastewater
and liability for such damages shall pass to Denton As between Denton and Argyle, each party
agrees to indemnify the other to the extent permitted by law and to save and hold the other party
harmless from any and all claims, demands, causes of action, damages, losses, costs, fines, and
expenses, including reasonable attorney's fees, which may anse or be asserted by anyone at any
time on account of the transportation, delivery, reception, treatment, and/or disposal while title to
the wastewater is in such party, or on account of a prohibited discharge by the City of Argyle
Denton has the responsibility for the proper reception, transportation, treatment and disposal of
all wastewater discharged into the Denton System, but not for prohibited discharges by any party
at any Point of Entry Denton may, after treatment of such wastewater, reclaim, use or sell the
water, sludge or any other product for reuse Wastewater entering the Denton system becomes
the property of Denton
120 Inflltration and Inflow
Argyle agrees that it has an obligation to prevent infiltration and inflow into its system and then
into the Denton System Argyle further agrees that all sewer connections within its jurisdiction,
23
which ultimately enter the Denton System, will be constructed in accordance with applicable
specifications and standards at least equal to those of the Denton System Further, Argyle
covenants and agrees to maintain strict supervision and maintenance of its system to reasonably
prevent connections through which surface drainage can enter the Denton System Argyle shall
not make, nor shall it permit to be made, any connection, which will contribute storm water run-
off from rainwater, spouts, drainage areas, streets, gutter dram or other source of rainwater into
Argyle's System
13 0 Assistance
13 1 In the event, Argyle requests assistance with the Argyle System, Denton may, at its
option, assist Argyle Argyle agrees to pay Denton its actual costs incurred, including, but not
limited to, administration, labor and material expended, as documented by Denton Nothing
herein shall be construed to require Denton to assist Argyle Such costs will be invoiced to
Argyle and payment made within thirty- (30) days after receipt of invoice Should the City of
Argyle request a long term Operations and Maintenance Contract for the Argyle system, then, in
that event, a separate contract can be prepared
132 In the event, Denton requests assistance with the Denton system, Argyle may, at its
option, assist Denton Denton agrees to pay Argyle its actual costs incurred, including, but not
limited to, administration, labor and material expended, as documented by Argyle Nothing
herein shall be construed to require Argyle to assist Denton Such costs will be invoiced to
Denton and payment made within thirty- (30) days after receipt of invoice
14 0 Pretreatment Program
If requested by Argyle, Denton will enter into a separate contract with Argyle, or directly with a
particular Customer, to develop and/or administer a local Pretreatment service program for such
Customer on a cost reimbursement basis
24
15 0 Reports and Records
If requested by the Director, Argyle, shall provide the following data on an annual basis
A Actual number of Customer accounts discharging into the Argyle System,
B Classification of Domestic and Non -Domestic Accounts within its service area by
number and percentage of accounts discharging into the Argyle System
C Additional data which may assist Denton and/or Argyle in developing methodology for
cost of service studies, planning studies for analyzing federal grants, and wholesale
system Impact Fees, provided, however that Denton shall not request data that will
require Argyle to incur unreasonable expenses in providing such data
160 Notices
Any notice, communication, request, reply or advice herein provided or permitted to be given,
made or accepted by either party to the other party must be in writing to
City of Denton City Manager
City of Denton, Texas
215 East McKinney
Denton, Texas 76201
Argyle Mayor
City of Argyle
506 North Highway 377
Argyle, Texas 76226
The parties hereto shall provide notice in writing of any change that may occur in their respective
addresses from time to time
17 0 Inspection and Audit
Complete records and accounts required by each party hereto shall be kept for a period of five
(5) years Each party shall at all times, upon notice, have the right at reasonable times to
25
examine and inspect said records and accounts during normal business hours, and further, if
required by any law, rule or regulation, make said records and accounts available to federal
and/or state auditors
Whenever, under the terms of tlus agreement, Denton is permitted to give its written consent or
approval, Denton may give or may refuse such written consent or approval and, if given, may
restrict, limit or condition such consent or approval in any manner it shall deem advisable,
however, consent will not be unreasonably withheld
18 0 Waiver, Remedy, Severabihty
18 1 No waiver by either party hereto of any term or condition of this Contract shall be
deemed or construed to be a waiver of any other term, or condition, or subsequent waiver of the
same term or condition
182 In addition to any other remedy as may be provided by law, this Contract shall be
specifically enforceable by the parties hereto Venue for any action shall be in Denton County,
Texas This Contract shall be governed by the laws of the State of Texas
183 It is agreed that, in the event any term or provision herein contained is held to be invalid
by any court of competent jurisdiction, the invalidity of such term or provision shall in no way
affect any other term or provision contained herein, further, this Contract shall then continue in
full force and effect as if such invalid term or provision had not been contained herein
190 Ownership and Liabili
191 Except as expressly provided herein, this Contract shall not be construed to create any
type of joint or equity ownership of any property, any partnership or joint venture, nor create any
other property rights or liabilities Argyle payments (whether past, present, or future) will not be
construed as granting to Argyle any partial ownership of, prepaid capacity in, or equity in the
92
Denton System Provided however, Argyle shall have the continuing right to receive the services
provided for herein under the terms of this Contract
192 Contracts made and entered into by either Argyle or Denton for the construction,
reconstruction or repair of any Delivery Facility shall include the requirement that the
independent contractor(s) must provide adequate insurance protecting both the City of Argyle
and Denton as insured Such contract must also provide that the independent contractor(s)
covenant to indemnify, hold harmless and defend both the City of Argyle and Denton against any
and all suits or claims for damages of any nature arising out of the performance of such contract
20 0 Compliance with Permit Conditions
Argyle acknowledges that Denton is the holder of discharge permits issued by the United States
of America and the State of Texas Argyle agrees that it will comply with all permit conditions
in any way relating to its collection system and any discharge into the Denton System Argyle
agrees that in the event, a fine is assessed against Denton for any violation of any permit
condition, and the violation is attributable to any act of omission or commission by Argyle,
Argyle will pay to Denton the amount of such fine If such fine is not attributable to Argyle,
such fine shall be paid by Denton
210 Term of Contract/Effective Date
The term of this Contract shall be for thirty (30) years, with the provision for two (2) 10-year
term extensions based on mutual agreement from the date first stated above Thereafter this
Contract shall be subject to re -negotiation between the Parties hereto Any party electing to
terminate this Contract must provide the other party with five (5) year's notice
22 0 Force Majeure
No party hereto shall be considered to be in default in the performance of any of the obligations
hereunder (other than obligations of either party to pay costs and expenses), if such failure of
performance shall be due to an uncontrollable force beyond the control of the parties, including
27
but not limited to failure of facilities, flood, earthquake, tomado, storm, fire, lightning,
epidemic, war, not, civil disturbance or disobedience, labor dispute, and action or non -action by
a failure to obtain the necessary authorizations and approvals from any governmental agency or
authority or the electorate, labor or material shortage, sabotage, or restraint by a court order or
public authority, which by the exercise of due diligence and foresight such party could not have
reasonably been expected to avoid and which by exercise of due diligence it shall be unable to
overcome Either party rendered unable to fulfill any such obligation shall exercise due
diligence to remove such inability with all reasonable dispatch
In the event the proper operation of the Denton System, as a result of the above, requires Denton
to temporarily interrupt all or part of the services to Argyle, no claims for damage shall be made
by Argyle against Denton Denton will exercise its best efforts to insure that such interruptions
will not adversely affect the health and welfare of Argyle's residents In the event the proper
operation of Argyle System, as a result of the above, requires Argyle to temporarily interrupt,
reduce or increase flow to the Denton System, no claims shall be made by Denton against
Argyle
23 0 Wastewater Impact Fees
The Denton City Council has adopted "Impact Fees" by amending Chapter 26 "Utilities" of the
Code of Ordinances, Ordinance No 98-301, providing for the Assessment of Such "Impact
Fees "
23 1 On a quarterly basis, Argyle agrees to pay to Denton a Wastewater System Impact Fee
for each new or enlarged connection for Wastewater service made within Argyle's service area
served by the General Benefit Capital Facilities of the Denton System Denton, however, agrees
that it shall treat up to 560 SFE without any wastewater plant -related impact fees Argyle agrees
to place quarterly impact fees received in an interest -bearing account and remit to Denton on a
quarterly basis the impact fees plus interest earned The Wastewater System Impact Fee to the
City of Argyle for each such connection shall be based upon the size of water meter and shall be
equal to the Wastewater System Impact Fee collected for the same size water meter made within
the retail service area of Denton, except as provided in subparagraph 23 6 of this Section Water
meters installed solely for irrigation purposes shall not be assessed a wastewater Impact Fee
m
The calculation of the Wastewater System Impact Fee shall be consistent with all applicable state
and federal regulations, including Chapter 395, Texas Local Government Code, or any
amendment or successor statute It shall include only those costs associated with wastewater
system capital expansions and capital improvements identified by Ordinance No 98-301 or
amendments of said Ordinance, necessary to provide service to new growth and development,
and/or expanded growth and development of existing Customers Nothing within this Contract
shall be deemed to prevent either Denton or Argyle from charging their own retail Customers an
impact fee in excess of the wastewater system Impact Fee provided for herein
232 Denton agrees that all momes for Impact Fees remitted to it pursuant to this section will
be placed in a separate interest -bearing account to pay only for the cost of constructing capital
improvements or facility expansions for the wastewater system as permitted by Chapter 395,
Texas Local Government Code, or any amendment thereto, or by any successor statute thereto,
and will not be used for operation and maintenance expenses Once expended on capital
projects, such funds and all interest earned thereon will be considered a "contribution" for rate
setting purposes and shall not be included in the rate base for wholesale service or return on
investment calculation purposes Depreciation expense will be based on the original cost of all
capital facilities both invested and contributed capital, which facilities are expected to be
replaced by Denton at a future date in order to maintain service
233 Argyle shall provide to Denton such information that relates to the making of new and/or
upsized connections within its jurisdiction as may be requested by the Director, including but not
limited to building permits, with each quarterly payment required in this Section
23 4 Should Denton nor Argyle waive any impact fee due from a retail Customer for a new or
upsized connection to its respective system within its jurisdiction, Denton or Argyle shall pay
such impact fee from other sources into the fund required for paying for the capital
improvements
23 5 Denton agrees that only those capital improvements related to the wastewater system
identified in Ordinance 98-301 or amendments of said ordinance, shall be included in the capital
improvements plan for the purpose of determining Wastewater System Impact Fee, provided,
29
however, Denton may include other capital improvements for the purpose of determining impact
fees to its own retail Customers
236 Prior to the adoption of any land use assumptions, capital improvements, or Impact Fees,
the City of Argyle shall be furnished a copy of the proposed land use assumptions, capital
improvement plan or proposed Impact Fee at least thirty- (30) days prior to any scheduled
hearing thereon Any revised Impact Fee adopted pursuant to such updated capital
improvements plan shall not take effect for a period of at least ninety- (90) days after adoption
by Denton
24 0 Termination
241 This Contract is not intended to specify an exclusive remedy for any default, but all such
other remedies (other than termination) existing at law or in equity may be availed of by either
party and shall be cumulative Recognizing, however, that the failure of either party to perform
cannot be adequately compensated in money damages alone, both parties agree that in the event
of any default on its part, the other shall have available to it the equitable remedy of mandamus
and specific performance, in addition to any other legal or equitable remedies (other than
termination) which may be available The remedy of termination for default precluded by this
paragraph does not prohibit either Party from terminating this Agreement for default in
accordance with the terms of this Agreement, or as otherwise specifically provided herein
242 Also this Contract may be terminated in whole or in part by the mutual consent of the
governing bodies of the City of Argyle and the City of Denton Notwithstanding anything
contained herein to the contrary, any material breach, as defined herein, by either party hereto
shall be cause for termination of this Contract by the other Party in the manner set forth in this
Section
243 For failure to pay for undisputed costs for services rendered in accordance with this
Contract, Denton may terminate this Contract sixty- (60) days following the date notice of
nonpayment is received by the City of Argyle, unless full payment is made by the City of Argyle
within that time
Tel
244 The terms and procedures set forth in Sections 24 2 and 24 3, while referring primarily to
Denton, shall be equally applicable to Argyle Denton shall deliver to Argyle ninety- (90) days
prior written notice of its intention to so terminate this Contract if Argyle fails to cure or adjust
such material breach, including in such notice a reasonable description of the breach In the
event Argyle does not agree that it is in such breach, default or failure, Argyle may respond in
writing for Denton's flirther review, or, in the alternative Argyle may respond with a plan of
action for Denton's approval, which approval will not be unreasonably denied Denton shall
advise the City of Argyle in writing immediately upon acceptance of the cure of any such breach
If within said ninety- (90) days Argyle shall fail or refuse to cure such breach to the reasonable
satisfaction of Denton, then and in such event, Denton shall have the right with six months
advance written additional notice to Argyle, to declare this Contract terminated In the event of
termination of this Contract, all rights, powers, and privileges of Argyle hereunder shall cease
and terminate The following breach, default or failure to perform a duty or obligation shall be
considered a material breach
a Failure to adopt and enforce any ordinance required to be adopted and enforced
herein, if Argyle has received notice as required in Section 10 of this Agreement,
or if by a Customer of Argyle, the failure of Argyle to take reasonable steps to
obtain such action by Customer
b Making any connection to the Denton system at any point except as provided in
Section 2 2 hereof
c Failure to provide Denton ingress and egress for purposes of sampling and
operation and maintenance of any metering or any sampling facility
d Failure to provide Denton with rights -of -way as required herein
e Failure to permit any sampling of Wastewater as provided for herein
f Failure to disconnect industrial users of Argyle pursuant to this Contract
g Failure to maintain the quality of discharge as required in this Contract
h Failure of Argyle to comply with Section 10 hereof
i Failure of Argyle to comply with Section 23 hereof
Failure of Denton to provide the services required by this Contract or to carry out
its duties and responsibilities under this Contract
31
245 In case of any other breach, default, or failure to perform duties under this Contract, not
addressed by Sections 24 3 or 24 4, Denton shall deliver to Argyle sixty- (60) day's advance
written notice of such breach In the event Argyle does not agree that it is in such breach, default
or failure, Argyle may respond in writing for Denton's further review, or in the alternative
Argyle may respond with a plan of action for Denton's approval, which approval will not be
unreasonably denied Argyle may timely appeal Denton's determination of breach or Denton's
failure to approve its plan cure the alleged breach to the Utility Account Review Committee of
the City of Denton, Texas, as provided for in the Denton Code of Ordinances, Chapter 26
246 Any failure by Denton to terminate this Contract or the acceptance by Denton of any
benefits under this Contract for any period of time after such material breach, default, or failure
by Argyle, shall not be determined to be a waiver by Denton of any rights to terminate this
Contract for any subsequent material breach, default, or failure
247 Any failure by Argyle to so terminate this Contract, or the acceptance by Argyle of any
benefits under this Contract, for any period of time after such material breach, default, or failure
by Denton, shall not be determined to be a waiver by Argyle of any rights to terminate this
Contract for any subsequent material breach, default or failure
25 0 Miscellaneous
25 1 This Contract is subject to all applicable federal and state laws and any applicable
permits, ordinances, or amendments adopted pursuant to Section 10 0 and any rules, orders, or
regulations of any state or federal governmental authority having or asserting jurisdiction
Nothing contained herein shall be construed as a waiver of any right by either party to question
or contest any such law, ordinance, order, rule or regulation in any forum having junsdiction
252 The parties hereto agree to make any changes in this Contract made necessary by any
amendment or revision to state or federal regulations
32
25 3 Upon prior notice by Denton, any duly authorized employee of Denton bearing proper
credentials and identification shall notify Argyle of need for access to any premises located
within Argyle's boundaries limits or served by Argyle for the purpose of inspections and
observation, measurement, sampling and testing and/or auditing, in accordance with the
provisions of this Contract Argyle may elect to accompany the Denton representative To the
extent permitted by law, Denton agrees to indemnify Argyle and hold Argyle harmless for any
damage or any injury to person or property caused by the negligence of such duly authorized
employee while such employee is in the course and scope of his employment
254 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 current federal or state regulation shall apply
If a publication or reference work referred to herein is discontinued or ceases to be the generally
accepted work in its field, or if conditions change, or new methods or processes are implemented
by Denton, new standards shall be adopted which are in compliance with state and federal laws
and any valid rules and regulations pursuant thereto
255 Section headings in this Contract are for convenience only and do not accurately or
completely describe the contents of any Section Such headings are not to be construed as a part
of this Contract, or in any way defining, limiting or amplifying the provisions hereof
256 Whenever any disputed matter herein is to be specifically determined by the use of a
mediator, the following procedure is to be followed The party requesting that the dispute be
settled by mediation shall serve on the other party a request in writing that such matter be
handled by mediation Argyle Representative and Director shall mutually agree in writing on the
selection of an impartial mediator Such agreement shall be made within ten (10) days from the
date that the request for mediation is received If agreement is not reached on the selection of the
impartial mediator on or before the tenth (10`h) day after the date that notice is received, the
Director shall immediately request a list of seven qualified neutral mediators on the list If they
do not agree within five (5) working days after the receipt of the list, Argyle Representative and
Director shall alternate striking a name from the list and the name remaining shall be the
impartial mediator Argyle Representative and Director shall mutually agree on a date for the
mediation The decision of the mediator shall not be final Mediation shall not in any event toll
33
any default period under the Contract, unless approved mutually in writing by Denton and
Argyle
257 Denton shall have the right to assign this Contract to the Upper Trinity Regional Water
District with the prior written consent of the City of Argyle to any revisions or changes to this
Contract, which shall not be unreasonably withheld
IN WITNESS WHEREOF, the
Parties hereto have
caused this Contract to
be executed in
duplicate original counterparts,
by their respective
officers and officials,
thereunto duly
authorized
ATTESTED
JENNIFER WALTERS, CITY SECRETARY
By 01#
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
q=�-
CITY OF DENTON, TEXAS
By '
MICHAE W J Ci Manager
I
CITY OF ARGYLE, TEXAS
NISI abpPlr
ATTESTEDcaaJM`'�
DEBBIE MILLICAN, CITY SECRETARY
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APPROVED AS TO LEGAL FORM
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