2012-290ORDINANCE NO. 2012-290
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE "WHOLESALE
WASTEWATER TREATMENT SERVICES CONTR.ACT BETWEEN THE CITIES OF
DENTON AND CORINTH, TEXAS;" AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFORE; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute the
"Wholesale Wastewater Services Contract between the Cities of Denton and Corinth, Texas" in
substantially the form of the Contract attached hereto, incorporated by reference and made a part
of this ordinance for all purposes (the "Contract").
SECTION 2. The City Manager, or his designee, is authorized to ma1�e the expenditures
as set forth in the Contract, and to take all actions necessary and appropriate to perform said
Contract.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the �� �� day of � , 2012.
MARK A. B GH YOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: � -
AP OVED S TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
B rl ��
y
STATE OF TEXAS §
COUNTY OF DENTON §
WHOLESALE WASTEWATER TREATMENT SERVICES CONTRACT
BETWEEN THE CITIES OF DENTON AND CORINTH, TEXAS
THIS AGREEMENT made this ���� day of � , 2012, by and 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 Corinth, Texas, a Municipal Corporation,
acting herein by and through its City Manager, hereinafter referred to as "Corinth"; 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 Corinth desire to avoid the duplication of services through coordination of the collection,
treatment, and reclamation of wastewater; and
WHEREAS, Denton and Corinth desire to enter into a Contract for Denton to treat a portion of
Corinth's wastewater on a wholesale basis for Corinth; and
WHEREAS, the public health, welfare, and safety of the residents of Denton and Corinth
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 Corinth are required to comply with standards and treatment methods
for wastewater as set forth in federal, state and local, laws, regulations and pernuts; and
WHEREAS, Denton and Corinth 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 Corinth; and insuring the reduction of pollution in said waters and water resources;
and planning the use, development, restoration, preservation and enhancement of said waters and
water resources; and
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WHEREAS, Corinth desires to contract for wastewater treatment service on behalf of
Customers of Corinth; and Denton desires to provide regional wastewater treatment service on a
wholesale basis to Corinth; and
WHEREAS, the enabling statute of the City of Corinth authorizes Denton and Corinth to enter
into this Contract;
NOW, THERFORE, Denton and Corinth, in consideration of the terms, covenants, and
conditions herein contained, do hereby AGREE as follows:
CONTRACT
Adontion 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.
1.0 Definitions. When used in this Contract, these terms shall be defined as follows:
1.01 Act or "the Act". The Federal Water Pollution Control Act, also known as the Clean
Water Act ("CWA"), as amended (33 U.S.C. 1251, et seq.).
1.02 Siochemical Olcv�en 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 ineter accuracy utilizing standard primary device
procedures and calibration signals and/or a separate flow measurement instrument.
1.04 CapitalImprovements. Any of the following facilities which provide utility
services and benefits common to all wholesale and retail Customers, and that have a life
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expectancy of one or more years located within the jurisdictional limits of Denton or the City of
Corinth: wastewater treatment facilities; metering and sampling facilities; control systems;
appurtenances; all major collectors and interceptors that are twelve inches (12") and greater in
diameter; and li$ stations associated therewith.
1.05 Cate�orical Pretreatment Standard. Any regulation containing pollutant
discharge limits applicable to a specific category of users as promulgated by the EPA in
accordance with section 307(b) and (c) of the Act. (33 U.S.C. § 1317) (40 CFR Chapter I,
Subchapter N, Parts 405--471).
1.06 Corinth. Depending upon the context, this may refer to the City of Corinth, or to
Corinth's Customer, or other Customers of Corinth being provided service pursuant to this
Contract.
1.07 Corinth Svstems. The facilities of Corinth used for pretreatment, collection, and
transportation of Wastewater to the Points of Entry into Denton's System.
1.08 Deliverv Facilities. A11 facilities necessary for the transmission of Wastewater from
the City of Corinth System to the Denton System, which are on the City of Corinth's side of the
Point of Entry which are constructed specifically to allow Denton to serve Corinth.
1.09 Director. The Denton Water/Wastewater Utilities Director or the Director's
designee, as may be applicable.
1.10 Direct Costs. Costs directly assignable to the wholesale customer, Corinth.
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 Domestic Wastes. Liquid and water-carried waste discharged from sanitary
conveniences of dwellings, business buildings, institutions and the like.
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1.13 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.
1.14 Denton Svstem. Denton's wastewater collection and treatment system, including
the Points of Entry provided for herein.
1.15 Corinth Reuresentative. The City Manager of the City of Corinth or the City
Manager's designated representative.
1.16 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.
1.17 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.
1.18 Indirect Discharge. The introduction of pollutants into the POTW from any nondomestic
source.
1.19 IndustriaUCommercial User. Any non-domestic source discharging pollutants to
the City of Denton POTW which is not a significant industrial user.
1.20 Industrial Wastes. The liquid wastes from industrial, rnanufacturing, or other
processes as distinct from wastes in Domestic Wastes.
1.20.1 Infiltration. Water that has migrated from the ground into the wastewater system.
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1.21 Inflow. Water, other than wastewater that enters a sewerage system (including
sewer service connections) from sources such as, but not limited to: roof drains, 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.
1.22 Liquid Waste. The water-borne solids, liquids, and gaseous substances derived
irom certain sources including, but not limited to: a grease trap, septic tank, chemical toilet
waste, and sand trap waste.
1.23 Metering and Samulin� Facility. The meter, meter vault, and all metering and
telemetry equipment required to measure and/or sample wastewater flows of the City of Corinth
at the Point(s) of Entry or into Denton's System.
1.24 Non-domestic Account. Commercial, industrial, multifamily or other accounts that
are not considered Domestic Accounts. This definition is used only in the context of deternuning
billing on a per-connection basis.
1.25 Non-Metered Area. Areas within the City of Corinth's boundaries that generate
wastewater that does not drain into a part of the City of Corinth system for which wastewater
flow is measured by an approved metering and sampling facility.
1.26 POTW. Publicly Owned Treatment Works as defined in 40 CFR § 403.
1.27 Point of Entrv. The point of connection to the Denton System. There are three
Points of Entry at the effective date of this Contract, as shown on E�ibits I.
1.28 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
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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).
1.29 Pretreatment Standards and Requirements. Any substantive or procedural
requirement related to Pretreatment stipulated in Denton's Sewer Use Ordinance No. 2011-103
and any amendments thereto, Corinth's ordinance, and Federal Pretreatment Standards
promulgated by the U. S. Environmental Protection Agency pursuant to 40 CFR § 403.5 and
403.6.
1.30 Si�nificant Industrial User (SIin.
(1) A user subject to categorical pretreatment standards; or
(2) A user that:
(a) Discharges an average of 25,000 gpd (gallons per day) or more of process wastewater to the
POTW (excluding sanitary, noncontact cooling, and boiler blowdown wastewater);
(b) Contributes a process wastestream which makes up five (5%) percent or more of the
average dry weather hydraulic or organic capacity of the POTW treatment plant; or
(c) Is designated as such on the basis that it has a reasonable potential for adversely affecting
the POTW's operation or for violating any pretreatrnent standard or requirement.
1.31 Standard Methods. Those testing or analysis procedures as prescribed in the current
edition of "5tandard 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 which testing or analysis
procedures will otherwise comply with procedures specified in state and federal discharge
permits held by Denton.
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1.32 Svstem Costs. Operating expenses and capital related costs incurred by Denton in
the provision ofwastewater 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.
1.33 Total Suspended Solids (TSS). Solids, measured in mg/1, 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.
1.34 Wastewater. All liquid or water-carried 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.
1.35 Wastewater Svstem Imuact 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.
2.0 Connection to the Denton Svstem.
2.1 Denton hereby grants to Corinth, upon compliance with the terms and conditions
contained herein, permission to connect Corinth Systems to the Denton System. The City of
Corinth shall deliver and discharge wastewater into the Denton System; and, Denton shall
transport, treat, and dispose of the wastewater received from the City of Corinth, in accordance
with this Contract, unless the Parties otherwise agree in writing. The City of Corinth 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 Corinth to the Denton System and Corinth shall retain ownership of such.
2.2 It sha11 be the sole responsibility of the City of Corinth to convey and deliver the
Wastewater to the Point or Points of Entry approved by Denton and designated in E�iibit I.
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Denton agrees to accept all Wastewater from Corinth at the Point(s) of Entry as designated on
E�ibit I 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 Corinth 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 Corinth shall pay for Denton's
reasonable 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 Corinth, or necessitated by the City of
Corinth discharge characteristics to which both parties agree in writing. Provided however, that
if such change is necessitated by Corinth's discharge characteristics, Denton shall give notice to
Corinth of such need by providing written notice to Corinth 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
Corinth shall be responsible.
2.3 The cost of all Delivery Facilities necessary to convey Wastewater to the designated
Points of Entry, whether shown on E�ibit I, or mutually agreed upon at a later date, together
with the cost of connection of the City of Corinth System to the Denton System including the
metering and sampling facilities, shall be borne solely by the City of Corinth.
2.4 Unless mutually agreed to in writing by Denton and Corinth, Corinth shall be responsible
for the design, contracting, construction and financing of Delivery Facilities and acquisition of
any necessary rights-of-way and easements for such facilities. Plans and specifications for
Delivery Facilities which connect to the Denton System shall be submitted to the Director for
written approval, and shall be acted upon within ten (10) business days, and which approval of
the Director shall not be unreasonably withheld. 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. Corinth agrees that Denton has
the right to make periodic inspections during the construction phase of the Delivery Facilities at
no additional cost to Corinth for said inspections if or when construction may occur. 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 Director, or his designee
in a timely manner and sha11 not be unreasonably withheld.
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2.5 To facilitate adequate five-year planning for the transportation and treatment of
wastewater, Corinth will submit the population and customer projection data from the 5-Year
updates of the Corinth Water/Wastewater Impact Fee study. Corinth agrees it shall not provide
service to, or contract or subcontract with, any new single retail customer [or any customer
located outside the boundaries of the City of Corinth whose need for Wastewater service would
exceed 25,000 gallons per day (GPD)] without the prior written approval by the City of Denton
Director, which approval shall not be unreasonably withheld.
2.6 Facilities within Denton CCN. Pipelines and other facilities constructed by or for
the City of Corinth 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 cornply 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 Corinth. In this event, Denton shall provide
Corinth with specifications for the design and construction of the proposed facilities. 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 Corinth shall
transfer to Denton the ownership of the oversized line and associated easements and property
interests. Corinth shall retain the right to use the lines and easement areas for its capacity
purposes and any purposes that do not unreasonably interfere with the use of the easement areas
by Denton, including, but not limited to, roads, sidewalks, landscaped areas and other utilities
and pipelines.
2.7 Service Requirements. At such time in the future should service requirements
become an issue, then Denton and Corinth shall immediately discuss, and if resolution of the
problem is not susceptible to remediation, then they shall jointly move to mediation on a good
faith basis under the procedures set forth in Section 25.6. The cost of inediation shall be borne
evenly between Denton and Corinth.
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3.0 Maintenance of Denton and Customer Svstems
3.1 Corinth 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 Corinth's
System(s) is not being maintained to those generally accepted standards set forth in TCEQ rules
and regulations, Chapter 217. Denton shall not have any responsibility or liability now or ever
for the operation of the City of Corinth's System(s), except as agreed to in writing by the parties
hereto.
3.2 Denton agrees to maintain its system in good condition and to make repairs in a timely
manner. Corinth shall not have any responsibility or liability now or ever for the operation of the
Denton System, except as agreed to in writing by the parties hereto.
4.0 Meterin� and Samplin� Facilities
4.1 Beginning on the effective date of this Contract, Denton shall have the exclusive right to
operate and maintain Corinth metering and sampling facilities at all existing Points of Entry, and
all future Points of Entry should be addressed in an amendment to this Contract; and Denton
shall become solely responsible for the operation and maintenance associated with these
facilities. Corinth shall have access to the metering facilities for inspection purposes only.
Corinth 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, aud replacements to said facilities as a System Cost,
subject to review and approval by Corinth of all proposed construction, expansion, and
replacement plans and costs. Approval by Corinth shall not be unreasonably delayed or
withheld. Corinth 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 Corinth 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.
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4.2 Denton and Corinth may agree in writing that Denton may construct Corinth 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 rights-of-way, shall be
System Costs, and shall be subject to review and approval by Corinth, including all necessary
modifications to accommodate a complete installation satisfactory to Denton. Such approval
shall not be unreasonably withheld or delayed. If Corinth constructs new metering and sampling
facilities, Corinth may either transfer ownership of such newly constructed facilities, together
with all necessary access easements and rights-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.
4.3 Expenses incurred by Denton for the operation and maintenance of Corinth metering and
sampling facilities shall be System Costs and shall include the following:
A. Cost of electricity at the facilities.
B. Cost of the installation of the telemetry service at the facilities and to the control
center and cost of monthly lease charge for the telephone line.
C. Cost of ineter 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 payroll costs, plus fringe benefits, direct and indirect costs for repairs,
calibrations and upgrading of the facilities.
F. Maintenance of ingress and egress and the meter facility site.
G. Meter reading costs.
H. Any other reasonable and customary operations aud maintenance costs or charges
appropriately included in system costs applicable to wholesale wastewater customers.
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4.4 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.
4.5 The City of Corinth shall construct, install, and maintain for each Point of Entry a control
manhole for pretreatment sampling to allow Denton to monitor Wastewater received from
Corinth. 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.
4.6 Upon expiration or termination of this Contract, Denton shall transfer to Corinth the
ownership of any property easements, metering and sampling facilities and rights-of-way
conveyed to Denton pursuant to the terms of this Section. In the event this Contract is transferred
to another entity and Denton continues to treat wastewater from the City of Corinth, ownership
of the aforementioned items shall remain with Denton.
5.0 Ri�hts-of-Wav
Corinth shall grant, without charge to Denton, such easements and the use of rights-of-way along
public highways or other property owned by Corinth, as requested by Denton; or maintaining
mains or facilities within the boundaries of the City of Corinth or of any present or future
Corinth wastewater certificate of convenience and necessity ("CCN") to convey Wastewater
delivered to the Points of Entry. In the event of damage to the rights-of-way or mains, the parties
hereto (and applicable Customers of the City of Corinth) 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 Corinth 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.
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6.0 Meterin� and Samnlin�
6.1 All flow discharged into the Denton System by Corinth 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 deterinining the volume shall include an
adjustment for infiltration and inflow.
6.2 If, in the judgment of the Director, the sewage generated within one or more areas of the
City of Corinth or of any present or future Corinth wastewater CCN cannot be accurately
measured by an approved type of inetering 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 pomestic Account within the metered area, plus the estimated Wastewater flow for Non-
Domestic Accounts based on an agreed-upon percentage of inetered 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, Corinth will be responsible for providing
data each month on the number of Domestic Accounts and the metered water volume of all Non-
Domestic Accounts. Corinth will provide this data to Denton no later than the 5�' day of each
calendar month. Alternatively, the Director and Corinth Representative may agree in writing to a
non-metered system for such areas, based on water usage for the area during the three winter
montl�s of December, January, and February.
6.3 Corinth 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 Corinth and Denton, if so requested by Corinth.
Notification of any proposed tests shall be provided to the City of Corinth at least seventy-two
(72) hours prior to such test being conducted.
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6.4 All readings of ineters will be entered in ink upon bound journals maintained by Denton.
Corinth 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.
6.5 Denton shall have meters calibrated by a third-party and routinely service the meters at
least once during each six-(6) month period. If Corinth requests, Denton shall promptly provide
written copies of the results of such Calibration and all related information to Corinth. Denton
shall notify the City of Corinth at least seventy-two (72) hours in advance of the date and time
for any Calibration, and Corinth may observe if so desired.
6.6 Upon any Calibration, if it is determined tkat 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 detei7nined 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 Denton aud Corinth shall agree upon the length of time for purposes of
this deterinination, for a period extending back one-half (1/2) of the tirne elapsed since the date
of the last calibration, but in no event further back than a period of six (6) months.
6.7 If Corinth requests that the meters be calibrated more than the frequency specified in
Paragraph 6.5, then the following payrnent procedure shall apply: Corrections to meter
Calibrations that are inside the plus or minus 5% range will be paid for by the City of Corinth
and will be added to the City of Corinth's next monthly bill and shall appear as a separate line
item on the bill. Corrections outside the plus or minus 5% range will be paid to Corinth by
Denton during the month following such determination.
6.8 If any meter used to detei7nine volume from the City of Corinth 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:
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(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
obtain 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 Corinth Representative (or his designee), and a third person to be
mutually agreed upon and the cost of this reconciliation process will be equally shared by
Denton and Corinth. 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.
6.9 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 detertnine 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 Corinth with a minimum of seven (7) days' advance
notice of intent to sample. If, at the request of Corinth 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 herein. If Corinth requests such
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additional monitoring, Denton shall invoice Corinth for the operational and admi.nistrative costs
involved, and payment shall be made within (30) thirty days after receipt of invoice.
The notice required in this section shall include the planned dates, times, and locations of
sampling. Denton shall analyze the samples collected in accordance with Standard Methods.
Corinth 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 Corinth for independent analyses.
6.10 If, in the opinion of Denton's Director, compliance monitoring is required, the Director
may order that additional monitoring be performed with or without prior notice to Corinth. 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
Corinth. Denton will provide notice of the results of such compliance monitoring to Corinth
within a reasonable time thereafter. Denton shall pay all costs for additional monitoring ordered
at the Director's discretion, pursuant to this paragraph.
6.11 Costs incurred by Denton under this Section 6 will be considered a System Cost.
7.0 Rates and Char�es
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
System Cost. All cost-of-service studies shall be conducted utilizing the utility cost basis of
detertnining revenue requirements applicable to the wholesale Wastewater class. The last rate
study was completed during 2009 by an independent consultant. Rate studies by an independent
utility rate consultant will be conducted at least every s� (6) years. Internal rate reviews will be
conducted annually, based upon consultant rate study methodology, to review rates and charges,
to recover allocated costs. Upon request, Denton shall provide Corinth a copy of any rate study
within a reasonable time. The City of Corinth shall have access to all data used to calculate the
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proposed rate to be charged, and the City of Corinth will be provided at least sixty-(60) days
advance notice with the opportunity to review and comment on any proposed rate changes.
7.2 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 Corinth, the following factors
shall be considered: total volume, rate of flow, wastewater quality, metering, and Corinth-related
costs (such as accounting, billing, monitoring, and Corinth 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),
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 sixty 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 Corinth.
7.3 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
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rate of interest on all of its outstanding wastewater system revenue bonds plus one-and-one-half
percent (1.5%).
7.4 No more 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 to exceed six (6) year cycle 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 30th ofthe prior year, adjusted for known and measurable changes in cost data
which may have occurred since the last audited study.
7.5 The initial rates for this Contract shall be those adopted by the Denton City Council in
Ordinance No. 2011-162, effective October 1, 2011, as follows:
Volume Charge
BOD Strength Charges
TSS Strength Charges
Facility Charges
Sampling Charge
Analysis Charge
$2.35 per 1,000 gallons
$0.47 per pound of BOD above 250 mg/1
$0.42 per pound of TSS above 250 mg/1
$209.75/ per bill
$60.00
$ Actual cost per test
7.6 The rate charged the City of Corinth shall increase or decrease in accordance with any
amendment to the Rate Schedule applicable to the City of Corinth, as approved by Ordinance of
the City Council of Denton, based upon normal and reasonable cost-of-service. Denton shall
send written notice of the amendment to the Rate Schedule to the City of Corinth via U.S. Mail
immediately following the passage of the applicable ordinance. The amended rate shall become
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effective, as it applies to the City of Corinth, from and after the sixty-frst (61st) day after the
written notice is sent by the City of Denton.
7.7 Denton shall render bills for Wastewater treatment and disposal service to Corinth
monthly. The billing address, until further written notice is delivered to Denton, is the current
location of the Corinth, Texas City Hall. All such bills shall be due and payable by Corinth 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 fmance charge of ten percent (10%) per annum simple interest shall be calculated
from the date when the payment was due until paid.
7.8 If Corinth disputes a bill and is unable to resolve the difference informally, Corinth sha11
notify the Director in writing. Dispute of a bill is not grounds for non-payment. If Corinth at
any time disputes the amount to be paid to Denton, Corinth 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 and,
at Corinth's option, make payment or issue Corinth a credit. All such amounts due and owing to
Denton by Corinth, or due and owing to Corinth by Denton, shall be paid plus ten (10%) percent
per annum from the date when due until paid.
7.9 The parties agree that services obtained pursuant to this Contract are essential and
necessary to the operation of Corinth's wastewater facilities, and that all payments made by
Corinth shall constitute reasonable and necessary operating expenses of wastewater systems
within the meaning of Article 1113, Vernon's Annotated Texas Statutes, and Sections 1502.056
and 1502.058(a) of the Texas Government Code, 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 hereafter issued by Corinth.
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7.10 Corinth 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 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 a11 principal of, and interest on
such bonds and other obligations.
8.0 Corinth Concerns and Disuutes
8.1 Corinth shall notify the Director regarding any concern or dispute related to the
wholesale Customer volumes billed and/or wholesale rates charged. Denton shall provide
Corinth explanations and/or documentation which describe the processes used by Denton in
order for Corinth to fu11y understand how the monthly volumes and billings were determined
and/or wholesale rates were calculated.
8.2 If Corinth disputes the monthly billing and/or rates, Corinth must continue to make
prompt monthly payments as required by this Contract. If, after a thorough review, Corinth's
concern or dispute is determined to have merit and justification, Denton shall promptly adjust
and correct the area of concern or dispute. If the parties are not satisfied, they shall use the
mediation process in Section 25.6 Unless otherwise specified in this Contract, the determulation
or settlement in areas of dispute, will generally be judged in accordance with standard practices
used in the wastewater treatment and collection industry, while considering fairness to both
parties.
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9.0 Industrial Connection and Monitorin�
9.1 Corinth agrees that it will not permit any Significant Industrial User within its jurisdiction
to connect to its system, without at least thirty days prior written notification to the Director of
such intent to connect. Corinth shall provide the Director with such information pertaining to
volume and composition of expected flow as may be requested. After a review ofthe submitted
data, the Director has the right to refuse the permit only if such SIU would cause Wastewater
discharged by the City of Corinth at the Point of Entry to be in violation of this Contract.
9.2 Corinth agrees to conduct any and all monitoring, sampling and inspection of Corinth
System and Industrial Users as necessary to insure that industrial waste introduced into the City
of Corinth System meets the quality standards set out in Section 10.5 hereof. Upon request to
Corinth, a representative of Denton will be permitted to observe Corinth's collection of samples
from Industrial Users, and Corinth agrees to furnish Denton separate duplicate samples for
independent testing; and, upon request, to provide the Director sample analysis results and
Pretreatment records.
9.3 Corinth 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.
Corinth 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 Corinth 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 Corinth's System if the quality of the wastewater
delivered to the Point of Entry is in compliance with this Contract.
9.4 Following reasonable notice to the City of Corinth by Denton, Denton may enter
Corinth's jurisdiction if Denton determines that questionable discharges or prohibited discharges
are entering the Denton System through the Point of Entry. Corinth agrees to assist Denton and
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to coordinate with its Customers in locating and eliminating such prohibited discharges within
the Corinth System.
9.5 The Director shall give notice to the City of Corinth if it is determined that a Customer is
failing to provide a satisfactory pre-treatment program, or a discharge by the City of Corinth is in
violation of the Sewer Use Ordinance (hereafter "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 Corinth shall cooperate to determine the source of any wastewater discharge
violation and agree to cooperate in remedying the violation, but Corinth shall be responsible for
insuring that the violation is properly and timely corrected. Corinth's failure to take reasonable
efforts to have the violation corrected in the time specified shall be a breach of this Contract for
w�ich Denton may terminate service to the particular Customer wherein the offending violation
is taking place.
10.0 Wastewater Quality
10.1 Corinth 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 20ll-103 (SUO).
10.2 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. Corinth agrees, upon
reasonable notice from Denton, to enact and enforce ordinances or any amendments to the SUO,
or any future ordinances relating to industrial discharges, prohibited or controlled wastes, or
Pretreatment Requirements.
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10.3 Denton shall give written notice to Corinth 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. The notice shall include a copy of
the proposed amendment.
10.4 Corinth 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. Corinth 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 Corinth is properly notified of the ordinance or amendment required herein.
Corinth shall provide a copy of the approved amendment to Denton within thirty-(30) days of
enactment.
10.5 Corinth 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. 2011-103,
or to any amendment thereto adopted pursuant to Section 10.1.
10.6 Corinth shall require all Significant Industrial Users within its jurisdiction that ultimately
discharge into the Denton System to apply for and obtain a permit from Corinth allowing such
discharge. Such permit shall require Industrial Users to abate prohibited substances from their
discharge as a condition to discharging wastewater into the Corinth System. The permit
application shall contain, as a minimum, the following:
l. 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
7. Typical analysis of the waste
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8. Type of pretreatment proposed
Corinth shall provide Denton a copy of such application within fourteen days of receipt and a
copy of such permit, if issued, within fourteen (14) days after issuance.
11.0 Title to and Liabilitv for Dama�es and Resuonsibility 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
Corinth 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 Corinth, to the
extent permitted by law each party agrees to indemnify the other and to save and hold the other
party harinless from any and all claims, demands, causes of action, damages, losses, costs, fines,
and expenses, including reasonable attorney's fees, which may arise 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
Corinth. 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.
12.0 Infiltration and Inflow
Corinth agrees that it has an obligation to prevent infiltration and inflow into its system and then
into the Denton System. Corinth further agrees that all future sewer connections within its
jurisdiction, 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,
Corinth 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.
Corinth shall not make, nor shall it permit to be made, any connection which will contribute
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storm water run-off from rainwater, spouts, drainage areas, streets, gutter drain or other source of
rainwater into Corinth's System.
13.0 Assistance
13.1 In the event Corinth requests assistance with the Corinth Systern, Denton may, at its
option, assist Corinth. Corinth 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 Corinth. Such costs will be invoiced to
Corinth and payment made within thirty-(30) days after receipt of invoice.
13.2 In the event Denton requests assistance with the Denton System, Corinth may, at its
option, assist Denton. Denton agrees to pay Corinth its actual costs incurred, including, but not
limited to, administration, labor and material expended, as documented by Corinth. Nothing
herein shall be construed to require Corinth to assist Denton. Such costs will be invoiced to
Denton and payment made within thirty-(30) days a$er receipt of invoice.
14.0 Pretreatment Pro�ram
14.1 Corinth agrees to develop and administer a Pretreatment Program in accordance with 40
CFR Section 403.8 and the City of Denton's TPDES Perniit. A true and correct copy of the
permit in effect at the commencement of this Agreement is attached hereto as Exhibit II_. If a
Permit is issued which will affect Corinth's obligations under this Agreement, Denton agrees that
Corinth will not be obligated unless Denton has provided Corinth notice of the Permit provisions
which afFect Corinth.
14.2 If requested by Corinth, Denton will enter into a separate contract with Corinth, or
directly with a particular Customer, to develop and/or administer a local Pretreatment service
program for such Customer on a cost-reimbursement basis.
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15.0 Reports and Records
15.1 If requested by the Director, Corinth shall provide the following data to Denton on an
annual basis:
A. Actual number of Customer accounts discharging into the Denton point(s) of entry;
B. Classification of Domestic and Non-Domestic Accounts within Denton service area by
number and percentage of accounts discharging into the Denton points of entry.
C. Additional data which may assist Denton and/or Corinth 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 Corinth to incur unreasonable expenses in providing such data.
15.2 By or on the last day of January of each year, Corinth shall furnish in writing to Denton
the following information:
A. A list of IndustriaUCommercial Users which, during the preceding twelve months, were in
significant noncompliance with applicable pretreatment requirements;
B. An updated list of all Significant Industrial Users including SIC code and categorical
determination;
C. Control document status;
D. A summary of all monitoring activities;
E. Status of compliance with both effluent limitations and reporting requirements; and
F. All other documents and records as are necessary to determine compliance by all
IndustriaUCommercial Users.
16.0 Notices
Any notice, communication, request, reply or advice herein provided or perinitted to be given,
made or accepted by either party to the other party must be in writing and addressed to:
City of Denton: City Manager
City of Denton, Texas
215 East McI�ey Street
Denton, Texas 76201
�
City of Corinth: City Manager
City of Corinth, Texas
3300 Corinth Parkway
Corinth, Texas 76208
Notices shall be sent via United States Mail, return receipt requested or via nationally recognized
overnight delivery service. Notices shall be deemed effective on the date of receipt. The parties
hereto shall provide notice in writing of any change that may occur in their respective addresses
from time to time. The parties may also provide additional notices by the use of electronic-mail,
but such may not be in place of written notification.
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 sha11 at all times, upon notice, have the right at reasonable times to
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 this agreement, Denton is permitted to give its written consent or
approval, Denton rnay 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.
Whenever, under the terms of this agreement, Corinth is permitted to give its written consent or
approval, Corinth may give or 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, Remedv, Severability
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.
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18.2 Venue for any action shall be in Denton County, Texas. This Contract shall be
governed in accordance with, and by the laws of the State of Texas.
18.3 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.
19.0 Ownership and Liabilitv
19.1 Except as expressly provided herein, this Contract sha11 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. Corinth payments (whether past, present, or future) will not
be construed as granting to Corinth any partial ownership of, prepaid capacity in, or equity in the
Denton System. Provided however, Corinth shall have the continuing right to receive the
services provided for hereiY under the terms of this Contract.
19.2 Contracts made and entered into by either Corinth 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 Corinth
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 Corinth 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
Corinth acknowledges that Denton is the holder of discharge permits issued by the United States
of America and the State of Texas. Corinth agrees that it will comply with all permit conditions
in any way relating to its collection system and any discharge into the Denton System. In the
event Denton receives notice of a violation of any permit condition that relates to or is caused by
Corinth or will affect the treatment of Corinth's wastewater, Denton shall promptly provide
28
Corinth a copy of the notice. Corinth 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 Corinth, Corinth will promptly pay to Denton the amount of such fine upon
receipt of an invoice. If such fine is not attributable to Corinth, such fine shall be paid by
Denton.
21.0 Term of Contract/Effective Date
The term of this Contract shall be for ten (10) years, with the provision for two (2) 5-year term
extensions based upon the mutual agreement of the parties. Thereafter, this Contract sball be
subject to re-negotiation between the Parties hereto. Any party electing to terminate this
Contract must provide the other party with three (3) years' advance notice, not to be exercised
before the end of the seventh year of the term.
22.0 Force Maieure
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
but not limited to: failure of facilities, flood, earthquake, tornado, storm, fire, lightning,
epidemic, war, riot, 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, such event being an event of force majeure. Either party rendered unable to fulfill
any such obligation shall exercise due diligence to remove such inability with all reasonable
dispatch. In the event an event of force majeure renders a party unable to fulfill any obligation
hereunder, such party shall give notice to the other party of such event within five days.
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In the event the proper operation of the Denton System, as a result of an event of force majeure,
requires Denton to temporarily interrupt all or part of the services to Corinth, no claims for
damage shall be made by Corinth against Denton. Denton will exercise its best efforts to insure
that such iYterruptions will not adversely affect the health and welfare of Corinth's residents. In
the event the proper operation of Corinth System, as a result of the above, requires Corinth to
temporarily interrupt, reduce or increase flow to the Denton System, no claims shall be made by
Denton against Corinth.
23.0 Wastewater Impact Fees
23.1 The Denton City Council has adopted "Impact Fees" by amending Chapter 26 "Utilities"
of the Code of Ordinances, Ordinance No. 2008-156, providing for the assessment of such
"Impact Fees."
23.2 On a quarterly basis, Corinth agrees to pay to Denton a Wastewater System Impact Fee
for each new or enlarged connection for Wastewater service made within Corinth's service area
served by the General Benefit Capital Facilities of the Denton System. Denton, however, agrees
that there will be no assessment of wastewater impact fees through December 2016. Thereafter,
impact fees will be assessed at the then current rate for all new wastewater connections in
Corinth contributing wastewater flows to the Denton wastewater system. Corinth agrees to place
such impact fees received in an interest-bearing account in a federally-deposit insured
commercial bank, and remit to Denton, on a quarterly basis, the impact fees plus interest earned.
The Wastewater System Impact Fee to the City of Corinth for each such connection sha11 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 System Impact Fee. The calculation of the
Wastewater System Impact Fee shall be consistent and comply 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 City of Denton, Ordinance No. 98-301 and
30
the later amendments of said Ordinance, necessary to provide service to new growth and
development, and/or expanded growth and development of existing Customers within the service
area including Corinth. Nothing within this Contract shall be deemed to prevent either Denton or
Corinth from charging their own respective retail Customers an impact fee in excess of the
Wastewater System Impact Fee provided for herein.
23.3 Denton agrees that all monies 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 by Denton for operation and maintenance expenses. Once expended on
capital improvements, 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.
23.4 Corinth 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.
23.5 Should Denton or Corinth waive any impact fee due from a retail Customer for a new or
upsized connection to its respective system within its jurisdiction, Denton or Corinth shall pay
such impact fee from other sources into the fund required for paying for the capital
improvements. This provision shall not apply if the retail customer is exempted by statute from
the requirement to pay an impact fee and Corinth provides Denton a copy of such statute.
23.6 Denton agrees that only those capital improvements related to the wastewater system
located within Service Area 1, as identified in Ordinance No. 2008-156 or in the later
amendments of said ordinance, the Service Area within which Corinth is located, shall be
included in the capital improvements plan for the purpose of determixiing Wastewater System
31
Impact Fee; provided, however, Denton may include other capital improvements for the purpose
of deternvning impact fees to its own retail Customers.
23.7 Prior to the adoption of any land use assumptions, capital improvements, or Impact Fees,
the City of Corinth 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 ninety-(90) days after adoption by Denton and then to the
extent permitted by law.
24.0 Termination
24.1 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 party shall have available to it the equitable remedy of
mandamus and specific performance, in addition to any other legal or equitable remedies (other
than ternlination) which may be available.
24.2 Also this Contract may be terminated in whole or in part by the mutual consent of the
governing bodies of the City of Corinth 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 ternunation of this Contract by the other Party in the manner set forth in this
S ection.
24.3 For failure to pay for undisputed costs for services rendered in accordance with this
Contract, Denton may, upon notice to Corinth, terminate this Contract sixty-(60) days following
the date notice of non-payment is received by the City of Corinth, unless full payment is made by
the City of Corinth to Denton within that time.
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24.4 Denton shall deliver to Corinth ninety-(90) days prior written notice of its intention to
terminate this Contract if Corinth fails to cure any breach other than non-payment provided in
Section 24.3 above. Such notice shall include a complete and detailed description of the breach,
setting forth the facts and the provisions of this Contract which are allegedly breached. In the
event Corinth does not agree that it is in such breach, default or failure, Corinth may respond in
writing for Denton's further review; or, in the alternative, Corinth may respond and submit a
plan of action for Denton's approval, which approval will not be unreasonably denied. Denton
shall advise the City of Corinth in writing immediately upon acceptance of the cure of any such
breach. If, within said ninety-(90) days. Corinth 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
(6) months advance written additional notice to Corinth, to declare this Contract terminated. In
the event of termination of this Contract, all rights, powers, and privileges of Corinth hereunder
shall cease and terminate. The following breaches, defaults or failure to perform a duty or
obligation of any of the below subsections, shall be considered a material breach of this Contract:
a. Failure to adopt and enforce any ordinance required to be adopted and enforced
herein, if Corinth has received notice as required in Section 10 ofthis Agreement;
or if by a Customer of Corinth, the failure of Corinth 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 Corinth pursuant to this Contract.
g. Failure to maintain the quality of discharge as required in this Contract.
Failure of Corinth to comply with Section 10 (Wastewater Quality) hereof.
h. Failure of Corinth to comply with Section 23 (Impact Fees) hereof.
i. Failure of Denton to provide the services required by this Contract or to carry out
its duties and responsibilities under this Contract.
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j. Failure of Denton to make a payment to Corinth or issue a credit to Corinth
promptly, as required by this Contract.
24.5 In case of any alleged breach, default, or failure to perform duties under this Contract not
addressed by Sections 24.3 and 24.4 above, in the event that Corinth does not agree that it is in
such alleged breach, default or failure, Corinth may respond in writing for Denton's further
review; or in the alternative, Corinth may respond with a plan of action for Denton's approval,
which approval will not be unreasonably denied. Corinth may timely appeal Denton's
determination of breach or Denton's failure to approve its plan to cure the alleged breach to the
City of Denton Assistant City Manager/LTtilities. Pending the outcome of Corinth's appeal, the
charges shall not be due and payable by Corinth.
24.6 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 Corinth, 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.
24.7 Corinth shall deliver to Denton ninety-(90) days prior written notice of its intention to
tei7ninate this Contract if Denton fails to cure any breach. Such notice shall include a complete
and detailed description of the breach, setting forth the facts and the provisions of this Contract
which are allegedly breached. In the event Denton does not agree that it is in such breach,
default or failure, Denton may respond in writing for Corinth's further review; or, in the
alternative, Denton may respond and submit a plan of action for Corinth's approval, which
approval will not be unreasonably denied. Corinth shall advise the City of Denton in writing
immediately upon acceptance of the cure of any such breach. If, within said ninety-(90) days.
Denton shall fail or refuse to cure such breach to the reasonable satisfaction of Corinth, then and
in such event, Corinth shall have the right, with six (6) months advance written additional notice
to Denton, to declare this Contract terminated. In the event of ternlination of this Contract, all
rights, powers, and privileges of Denton hereunder shall cease and terminate. Any failure by
Corinth to so terminate this Contract, or the acceptance by Corinth of any benefits under this
Contract, for any period of time after such material breach, default, or failure by Denton, shall
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not be deternlined to be a waiver by Corinth 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.
Denton shall furnish copies of applicable permits, ordinances or amendments adopted pursuant
to Section 10.0 hereof upon reasonable written request by Corinth provided however, such
permits, ordinances or amendments shall not be controlling as to Corinth until Corinth is
provided a copy and given a reasonable time to renew and implement the new requirements.
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 jurisdiction.
25.2 The parties hereto agree to make any changes in this Contract made necessary by any
amendment or revision to state or federal laws and/or regulations.
25.3 Upon prior notice by Denton, any duly authorized employee of Denton bearing proper
credentials and identification shall notify Corinth of need for access to any premises located
within the Denton sewer basin within Corinth's boundaries limits, or served by Corinth for the
purpose of inspections and observation, measurement, sampling and testing and/or auditing, in
accordance with the provisions of this Contract. Corinth may elect to accompany the Denton
representative. To the extent permitted by 1aw, Denton agrees to indemnify Corinth and hold
Corinth 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.
25.4 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
35
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.
25.5 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.
25.6 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. Corinth 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�') 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, Corinth Representative and
Director shall alternate striking a name from the list and the name remaining shall be the
impartial mediator. Corinth Representative and Director shall mutually agree on a date for the
mediation. The decision of the mediator shall not be fmal. Mediation shall not in any event toll
any default period under the Contract, unless approved mutually in writing by Denton and
Corinth.
25.7 This Contract includes the following e�iibits:
E�ibit I: Points of Entry
Exhibit II: Denton TPDES Permit
Whenever in this Contract there appears a reference that an Exhibit or Ordinance may be
modified or amended, such modification or amendment shall not apply to or be binding on
Corinth until Corinth has received notice of such modification or amendment.
�
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed in
duplicate originals by their respective officers thereunto duly authorized.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: -
APPR ED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
1�
By: �
"DENTON"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
►
' �� 1� � /J �.� v
.
"•� � ��:
CITY MANAGER
Ci � e� 1���� ��L
�
"CORINTH"
CITY OF CORINTH, TEXAS
A Ty�as Municipal Corporation
AGER
ATT ST:
I E PE E, IT SECRETARY
APPROVED AS TO LEGAL FORM:
�
DEBRA A. DRAYOVITC , ITY ATTORNEY
37