2001-082 ORDINANCE NO
AN 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 C~ty Manager ~s hereby authonzed to execute on behalf of
the C~ty, a Wholesale Wastewater Treatment Servmes Contract between the C~ty of
Denton, Texas and the C~ty of Argyle, Texas for wholesale wastewater treatment servmes
to Argyle, substantxally m accordance w~th the Contract which ~s attached hereto and
~ncorporated by reference herem
SECTION 2 That the expenchture of funds as set forth m the Contract
Agreement ~s hereby authorized
SECTION 3 That th~s ordinance shall become effective ~mmed~ately upon ~ts
passage and approval
PASSED A VROVED th s they 0 day of o4 WV/Z , 2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
API~ROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
S \Our Dgeument~kOrdlnanccs\01\Wholesal~ 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 ~4~1~ day of J~, 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 mumcipal 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 reclamatmn 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 reqmre
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
for wastewater as set forth in federal, state and local, laws and regulations and permits, and,
WHEREAS, Denton and Argyle have an interest in mmntmnmg and restonng the chemmal,
physical, and biological integrity of waters and water resources, especially those being used by
Denton and Argyle, and msunng the reducuon of pollution in said waters and water resources,
and planmng the use, development, restoration, preservation and enhancement of smd waters and
water resources, and
WHEREAS, Argyle desires to contract for wastewater treatment service on behalf of Customers
of Argyle, and Denton destres to provide regional wastewater treatment service on a wholesale
basis to Argyle, and
WHEREAS, the City of Argyle's enablmg 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 thls 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 flus 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 Biochemical Oxygen Demand (BOD). The quantity of oxygen utilized in the
blochemmal oxidation of orgame matter speeffied by procedure in Standard Methods, and results
expressed in terms of weight and eoncentratlon [milligrams per hter (mg/1)]
1 03 Callbrat~on. Verification of meter accuracy utthzlng standard primary device
procedures and calibration signals and/or a separate flow measurement instrument
1 04 Capital Improvements Any of the following faclhtles which provide utility services
and benefits common to all wholesale and retml Customers, and that have a life expectancy of
one or more years located within the junsdmtlonal limits of Denton or the City of Argyle
wastewater treatment facthtles, metenng and sampling facilities, control systems and
2
appurtenances, all major collectors and mtemeptors that are twelve ~nches (12") and greater ~n
d~ameter and hf~ stations assomated therewith,
I 05 Categorical Industrial User (CIU} An ~ndustnal 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 ~ndustry-spemfic effluent
limits
1 06 Argyle. Depending on the context, may refer to the C~ty of Argyle or to Argyle's
Customer or other Customers of Argyle bemg prowded servme pursuant to th~s Contract
1 07 Argyle Systems. The famht~es of Argyle used for pretreatment, collection, and
transportation of Wastewater to the Points of Entry into Denton's system
1 08 Delivery Faeilit~es. All facthtles necessary for the transmission of wastewater from the
C~ty of Argyle System to the Denton System that are on the C~ty of Argyle's s~de of the Point of
Entry that are constructed specffically to allow Denton to serve Argyle
1 09 Director The Denton Water/Wastewater Uttht~es D~rector or the designee
1 10 Direct Cost. Costs d~rectly assignable to the wholesale customer
1 11 Domestic Accounts Single famdy and residential duplex dwelhngs served by one
water meter Th~s defimt~on ~s used only m the context of determining bllhng on a per-
connection basis
1 12 Denton Expense. Expenses recurred by Denton related to wholesale wastewater
servme, such expenses to be allocated as a System Cost ~n future cost-of-servme studies
1 13 Denton System Denton's wastewater collection and treatment system, ~nclud~ng the
Pmnt of Entry prowded for here~n
1 14 Argyle Representative Mayor of the C~ty of Argyle or demgnee
1 15 Fac!litv Exoanslon. 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, modermzatlon, or an expansxon of an exlstmg facility to better serve existing
development
1 16 General BenefR Capital Facilities. Wastewater facflmes that prowde ntthty services
and benefits common to both Denton retail and Denton wholesale Customers, including
wastewater treatment faelht~es, metenng and samplmg faclhtles, control systems and
appurtenances, and all collectors and interceptors that are twelve inches (12") and greater in
diameter
1 17 ~ The discharge or the ~ntroduction of mdustnal wastes from any
source regulated under Section 307(b) or (c) of the Act (33 U S C 1317), into the Denton System
0ncludmg 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 ~rlal Wastes All water-borne sohds, liquids or gaseous substances resulting from
industrial, manufactunng or food processing operations, or from the development of a natural
resource, or any mixture of these with water or domestic sewage
1 20Infiltration Water that has m~grated from the ground into the wastewater system
1 21 Inflow. Water, other than wastewater that enters a sewerage system 0ncludlng sewer
service connections) from sources such as, but not limited to, roof drams, cellar drams, yard
drams, area drmns, drams from spnngs and swampy areas, manhole covers, cross connections
between storm sewers and sanitary catch basms, coolmg towers, storm waters, surface runoff,
street wash waters or drainage Inflow does not include, and is distinguished from mfiltration
water
1 22 Liquid Waste. The water-borne sohds, hqmds, and gaseous substances derived from
certam sources including, but not limited to, a grease trap, septic tank, chemical toilet waste and
sand trap waste
1 23 Metering and Samolmg Facilit~ The meter, meter vault, and all metering and
telemetry eqmpment required to measure and/or sample wastewater flows of the City of Argyle
at Point of Entry(s) or into Denton's System
1 24 Non-domestic Account. Commercial, mdusmal, multlfamfly or other accounts that are
not considered Domestic Accounts This definition is used only in the context of determlmng
billing on a per-connection basis
1 25 Non-Metered Area. Areas within the City of Argyle's certificated boundaries that
generate wastewater that do not drain into a part of the City of Argyle system for which
wastewater flow is measured by an approved metenng and sampling faclhty
1 26 Non-Categorical Industrial User (IU) Any non-domestic Industrial User, other than a
CIU, which introduces Wastewater into a publicly owned treatment works (POTW)
1 27 Point of Entry. The metenng facility, the point of connection to the Denton System
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 state prior to
or in lieu of discharging or otherwise ~ntroduelng such pollutants ~nto a Pubhely 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 Reqmrements. 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
5
1 30 S~gnifleant Industrial User (SLID. Any industry, which discharges industrial wastes,
directly or indirectly into the City of Argyle's System and/or Denton's System
· Dmeharges 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 oplmon of the Director, to adversely affect the Denton
System due to discharge of wastewater with abnormally h~gh strength or contmmng
limited or probablted substances
1 31 Standard Methods. Those testang 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 m state and federal discharge permits held by Denton
1 32 System Costs. Operating expenses and capital related costs ~ncurred by Denton in the
provision of wastewater collection and treatment serwce to the wholesale class of wastewater
customers Such costs are to be specifically ldentffied by Denton as a component of the armual
cost of promdmg wholesale wastewater treatment service
1 33 Total Suspended Sohds (TSS} Solids, measured in mg/1, that either float on the
surface of, or are m suspensmn in, water, wastewater or other hqmds, and whmh are largely
removable by a laboratory filtration device
1 34 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 "wastewatef' and "sewage" are lntemhangeable
1 35 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
2 0 Connection to the Denton System
2 1 Denton hereby grants to Argyle, upon eomphanee 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 d~spose 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
prowde all hnes, metenng station(s), hft stations, and associated facilities and shall acquire all
property, interests, heenses, and pernnts that are necessary to collect and transport Wastewater
from the City of Argyle to the Denton System
2 2 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 hereto, 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 authonzed representative of each Party The City of Argyle shall pay for Demon's
capital operational and admmlstratlve 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
2 3 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
7
with the cost of connection of the City of Argyle System to the Denton System with the
exception of metenng and sampling facilities, shall be borne by the City of Argyle in accordance
with the lnterlocal Cooperation Agreement for construction of the Graveyard Branch Line
2 4 Unless mutually agreed to in writing by Denton and Argyle, Argyle shall be responsible
for the design, contraetmg, construction and financing of Delivery Facilities and acquisition of
any necessary rights-of-way and easements for such faclhtles All designs, materials and
specifications shall conform to Denton's requirements as a minimum standard Plans and
specifications for Delivery Faclhtles, which connect to the Denton System, shall be submitted to
the Director for written approval No constmctmn 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 mlmmum standards Argyle agrees that Denton has the right to make
periodic inspections during the construction phase of the Dehvery Facdltles Final acceptance of
such facilities from the point of connection up to and including the metenng and sampling point
is subject to the inspection and written approval of the City of Denton Wastewater Director, or
his designee
2 5 To facilitate adequate five-year planmng 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 mqmre that a five-
year planning document revised annually that detmls 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 mtatl
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
2 6 Fa¢ffitles within Denton CCN. Pipelines and other faclhtles constructed by or for the
City of Argyle for the purposes of carrying out th~s Contract which are located within an area for
which Denton holds a certificate of pubhc convenience and necessity to provide sewer utility
g
service, shall comply wuth standards and specfficatlons approved by Denton For such plpehnes
and faclhtles, Denton may require that the improvements be oversized pursuant to a separate
partlclpat~on 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 Deinon the ownership of the
oversized line and associated easements and property mterests Notwithstanding the foregoing,
Argyle shall malntmn ownership of its wastewater capacity m the Graveyard Branch Wastewater
ProJect, as desenbed in the "Inteflocal Cooperation Agreement for the Construction, Installation,
and Cost Participation of the Graveyard Branch Gravity Flow Wastewater Mmn" (hereafter the
Inteflocal Cooperation Agreement) by and between the C~tleS of Denton and Argyle, Texas
2 7 Service Reqmrements At such time in the future, should servme requirements become
an issue, then Denton and Argyle shall immediately discuss, and ~f resolution of the problem is
not susceptible to remedmtmn, then to mediation on a good froth bas~s
3 0 Maintenance of Denton and Customer Systems
3 1 Argyle agrees to maintain its wastewater system(s) m good condition and to make repairs
in a timely manner and to require Its customers to malntmn and repmr their respective systems
Denton shall have the nght to refuse to accept Wastewater for treatment if Argyle's System(s) is
not being moantmned to those generally accepted standards set forth m TNRCC roles and
regulations, Chapter 317 Denton shall not have any responsibility or llabfllty now or ever for
the operation of the City of Argyle's System(s), except as agreed to ~n writing by the parties
hereto
3 2 Denton agrees to mmntmn its system in good con&tion 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 specffically provided here~n, or under separate written modification or
Agreement
~ 0 Metenng and Sampling Facilities
4 1 Begmmng on the effective date of this Contract, Denton shall have the exclusive right to
operate and malntmn Argyle metenng and samphng facthtles at all cresting and future Pmnts of
Entry, and Denton shall become solely responsible for the operation and mmntenance associated
w~th these facilities Argyle shall have access to the metenng faclht~es for inspection purposes
only Argyle shall not adjust or calibrate the meter and wall continuously pmwde a route of
tngress and egress to said metenng and sampling facd~t~es for Denton Denton shall have the
d~scret~on to construct ~mprovements, expansions, mad replacements to smd facilities as a System
Cost, subject to rewew and approval by Argyle of all proposed construction, expansion, and
replacement plans and costs Approval by Argyle shall not be unreasonably delayed or w~thheld
Argyle will also grant and provide to Denton such permits or easements as are necessary for the
continuous operation and mmntanance of all metenng and samphng fac~ht~es All such costs
recurred by Denton for operation, maintenance, construction, expansion, and replacement of
Argyle metenng and samphng fatalities shall be considered System Costs Such System Costs
shall be specffically ~dentlfied by Denton as a component of the annual cost of providing
wholesale wastewater treatment servme
4 2 Unless otherwise agreed to by both partxes m writing, Denton shall have the option to
construct Argyle metenng and sampling faclht~es not currently ~n existence All constructxon
costs, ~ncludmg, but not hm~ted to, sxte acqulsxt~on and preparation, desxgn and eng~neenng,
construction, and eqmpment for such facxht~es, together wxth the costs of necessary easements
and rights-of-way, shall be System Costs, and shall be subject to review and approval by Argyle,
~ncludmg all necessary modfficatmns to accommodate a complete xnstallatlon satxsfactory to
Denton Such approval shall not be unreasonably withheld or delayed If Argyle constructs new
metenng and samphng factht~es, Argyle may either transfer ownership of such newly
constructed famht~es, together w~th all necessary access easements and rights-of-way, to Denton
~n a form satisfactory to Denton or may grant Denton the right of ~ngress and egress to such
factht~es, together wxth the authority to operate and mmntmn the famhtles as specified ~n Section
4 1, wxthln s~xty (60) days of such completion Thereafter, Denton shall operate, mmntmn and
replace the fac~ht~es as a System Cost and treat any ownership transfer as a contribution for rate
purposes, but the same shall not be mdxcatlve of equity ownership
l0
4 3 Expenses incurred by Denton for the operation and m~untenance of Argyle metenng and
sampling faclhtles 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 repmrs, calibrations and upgrading
of the faclhties
E Normal labor cost plus fnnge benefits and indirect costs for repmrs, calibrations and
upgrachng of the facilities
F Mmntenance of ingress and egress and meter faclhty site
G Meter reading costs
4 4 Replacement of Metenng and Sampling Facilities or components thereof as may be
occasioned by obsolescence due to age, excessive mmntenance, growth or other reasons as
determined by the Director shall be a System Cost
4 5 The City of Argyle shall construct, install, and mtuntaln for each Point of Entry a control
manhole to allow Denton to momtor 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 t~mes Upon completion, the control
manholes shall become the property of Denton and shall be malntmned and repaired by Denton,
at Denton's sole cost and expense
4 6 Upon exp~ratlon or termination of this Contract, Denton shall transfer to Argyle the
ownership of any property easements, metenng and sampling factht~es and rights-of-way
conveyed to Denton pursuant to the terms oftlus 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 ~tems shall remain w~th Denton
5 0 Ra~hts-of-Wa¥
Argyle shall grant, w~thout charge to Denton, such easements and the use of rights-of-way along
pubhc highways or other property owned by Argyle, as requested by Denton for the sole purpose
of constructmg or mamt~umng mains or facilities w~thm the boundaries of the Argyle CCN to
convey Wastewater dehvered to the Points of Entry The part,es hereto (and apphcable
Customers of the C~ty of Argyle) will be reqmred to restore the other's property to a condition
equal to ~ts original condition, unless otherwise mutually agreed in writing Denton and Argyle
agree to coorchnate their location of the mains and/or facthtles in the other's easements and
rights-of-way m order to prevent future conflicts insofar as reasonably practicable
6 0 Metering and Samvlinu
6 1 All flow d~scharged into the Denton System by Argyle shall be metered, unless
specffically agreed to by both partms m writing Should both part,es agree m writing that
metenng ~s not possible, the agreed upon method for determlmng the volume shall ~nclude an
adjustment for ~nfiltrat~on and ~nflow
6 2 If, m the judgment of the D~rector, the sewage generated within one or more areas of the
Argyle CCN cannot be accurately measured by an approved type of metenng station, then the
charge for sanitary sewer service within that dnunage area will be made on a per-connection
basra In such cases, the volume of sewage for bfllmg purposes will be determined by adding the
product derived from multiplying the number of Domestm Accounts w~th~n the area, times the
average gallons of Wastewater flow per Domestic Account w~th~n the metered area, plus the
estimated Wastewater flow for Non-domestm Accounts based on an agreed upon percentage of
12
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 Domestm Accounts
and the metered water volume of all Non-domestm Accounts Argyle will provide this data to
Denton no later than the 5th day of each calendar month Alternatively, the Director and Argyle
Representative may agree m writing to a non-metered system for such areas, based on water
usage for the area dunng the three wmter months of December, January, and February
6 3 Argyle shall have access to the metenng and sampling faclhtles at all reasonable times,
provided however, that any reachng, ealthratlon, or adjustment to such metenng equipment shall
be done by employees or agents of Denton, or by other mutually approved third party Cahbratmn
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
6 4 All readings of meters will be entered ~n ink upon bound journals ma~ntmned by Denton
Argyle shall have access to such records dunng reasonable business hours and shall be furnished
with monthly "totahzer" readings for each Point of Entry metenng and sampling famhty
6 5 Denton shall calibrate and routinely service the meters at least once dunng each six- (6)
month period Copies of the results of such Calibration and all related reformation 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 t~me for any Cahbration, and Argyle may observe ffso desired
6 6 Upon any Calthratlon, if it ~s 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
bflhngs related thereto) as determined by such defective meter shall be corrected for a period
extending back to the time such inaccuracy began If such t~me is ascertmnable, or, if such time
~s not ascertainable, then for a period extending back one-half (1/2) of the time elapsed since the
date of the last callhratlon, but ~n no event further back than a period of SlX (6) months
6 7 If addmonal meter Cahbratlons 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 reside the plus or minus 5% range will be prod 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 prod to Argyle by Denton
6 8 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 pement (5%) accuracy, Wastewater volume shall be estimated and agreed
upon by the parties hereto upon the basis of the best data avmlable If a meter is determined to
be reading inaccurately by more than five percent (5%), a correct~on to the billing shall be made
as follows
(a) Take the number of gallons measured by the meter for a period extending
back ½ of the time elapsed since the date of the last calibration of the meter,
(b) Multiply that amount by the percentage of inaccuracy to obtmn the total
number of gallons not properly registered,
(¢) Multiply the gallons by the apphcable rate dunng the time of the inaccuracy to
get the amount to be debited or credited, as appropriate
If a meter completely fmls, 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 obtmn
a dmly 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 tlus 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
14
6 9 Denton shall obt~un 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 bIllmg purposes These samples shall be obtained at the designated
metenng and samplmg faeahtles or other mutually agreed upon sampling points for the purposes
ofbflhng for the strength of the wastewater To determine the qUallty of the wastewater for each
of the three (3) samplmg 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 wall be averaged to determine the wastewater strength for
billing purposes Unless the BOD or TSS exceeds 250 mg/1, no fee for extra strength shall be
applicable or charged Denton will prowde 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 momtonng is desired, such additional monatonng shall be paid for by the party
making the request and shall be done m compliance with Section 7 5 If Argyle requests such
additional monitonng, Denton shall mvolee Argyle for the operational and administrative costs
and payment shall be made within (30) tturty days after receipt of invoice
The notification required an this section shall include the planned dates, times, and locations(s) of
sampling Denton shall analyze the samples collected an accordance with Standard Methods
Argyle may be present during the imtlal set-up of samphng 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
6 10 If, m the opimon of the Director, compliance momtonng is required, the Director may
order that additional momtonng be performed with or without prior notice to Argyle Smd
compliance monitonng is to be in addition to the periodic sampling set forth in Section 6 9 All
information obtmned because of such compliance momtonng shall be provided to the City of
Argyle Denton wall provide notice of the results of such compliance momtonng to Argyle
within a reasonable time thereafter Denton shall pay all costs for additional momtonng ordered
at the Director's d~seretmn, pursuant to this paragraph
6 11 Costs incurred by Denton under this Section 6 will be considered a System Cost
15
7 O Rates and Charges
7 1 Wholesale wastewater rates will be based upon generally accepted cost-of-service rate
methodologies developed by independent utlhty rate consultants as described herein The
D~rector shall select the independent utility rate consultant The cost of such studies will be a
D~rect System Cost All cost-of-sermce studies shall be conducted utilizing the utility cost bas~s
of determining revenue reqmrements applicable to the wholesale Wastewater class The last rate
study was completed dunng 1999 by an independent consultant Rate studies by an independent
utility rate consultant will be conducted at least every s~x (6) years Internal rate reviews will be
conducted annually, based upon consultant rate study methodology, to rewew 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 C~ty of Argyle will be prowded at least 60 days advance
not,ce w~th opportumty to rewew and comment on any proposed rate changes
7 2 The cost-of-service for the wholesale class shall include allocated reasonable and
necessary operatmn and mmntenance expense, deprecmtxon expenses, adm~mstrative expenses, a
fmr and reasonable return on allocated capatal facihties, and a street rental fee To determine the
allocatxon, including inflow and infiltration of costs to the C~ty of Argyle, the following factors
shall be considered total volume, rate of flow, wastewater quality, metenng, and Argyle related
costs (such as accountxng, bflhng, momtonng and Argyle service)
"Capxtal-related costs" consists of depreciation expenses and remm on the ongxnal cost rate base
"Deprecmt~on expense" will be based upon the original cost of all capital famhtles, both invested
and contributed capital, winch facilities are expected to be replaced by Denton at a future date in
order to mmntmn servme Costs to transport the wastewater will be based on interceptor lines
twelve roches (12") m diameter and greater A street rental fee equal to four percent (4%) of
total wastewater operatxon and maintenance costs will also be charged by Denton On a periodic
basra as determined by the Dxrector, the deprematlon rates on all General Benefit Capxtal
Facihties shall be smdxed, and new salvage values, useful lives, and annual rates of deprematxon
shall be developed ~om such studxes The "net-book" rate base shall consmt of all allocated
capital facthtIeS (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 matenals 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 mmntenanee costs Records of the original cost, the accumulated
depreciation on all capital facilities, and contributions to the Denton System shall be maintmned
in the Denton fixed asset-tracking system These records shall be avmlable for inspection at the
Denton Utilities Financial Department dunng reasonable business hours upon request by Argyle
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 utlhty, adequate to maintain and support its credit, enable it to raise the money necessary
for the proper (hscharge 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%)
7 4 Not more frequently than every SlX (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 m costs Such changes shall allow the spreading of non-recurnng expenses
over an appropriate benefit period The first test year occurred October l, 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 30th of the prior year,
adjusted for known and measurable changes an cost data which may have occurred since the last
audited statement
7 5 The initial rates for tins Contract shall be those adopted by the Denton City Council in
Ordinance No 2000-295, finalized in September 2000, effective October l, 2000, as follows
Volume Charge $2 00 per 1,000 gallons
BOD Strength Charges $0 004228 mg/1 of BOD above 250 mg/1
TSS Strength Charges $0 002317 mg/1 of TSS above 250 mg/1
Fac~hty Charges $180 00/30 days
Sampling Charge $35 00
Analys~s Charge $15 00
7 6 Amendment of Rate
The rate charged the C~ty of Argyle shall ~ncrease or decrease ~n accordance wxth any
amendment to the Rate Schedule apphcable to the Cxty of Argyle, as approved by Ordinance of
the C~ty Council of Denton, and normal and reasonable increases in cost of service At least
s~xty- (60) days prior to the effective date of any proposed amendment of the rate charged to
Argyle, Denton shall send written nottee of the proposed rate amendment to the C~ty of Argyle
If Denton fa~ls to g~ve written notice at least sxxty-(60) days prior to the effective date of the
amended rate, the amended rate shall become effeetxve, as it apphes to the Cxty of Argyle, on the
sxxty - first (61st) day after the written notxce ~s sent
7 7 Denton shall render b~lls for Wastewater treatment and d~sposal service to Argyle
monthly All such b~lls shall be due and payable by Argyle not more than thirty- (30) days from
the b~lhng date The bills w~ll show current charges, as well as past-due charges Current
charges shall be the amount due for Wastewater collection, treatment and dxsposal service
prowded since the prior bllhng period Past-due charges shall be the total amount unpaxd fi'om
all prior bxllmgs as of the current bxllmg date Payments received shall first be apphed to the past
due charges, ff any, and thereatter 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
pa~d
7 8 If Argyle d~sputes a bill and is unable to resolve the difference informally, Argyle shall
notxfy the D~rector m writing Dxspute of a b~ll xs not grounds for nonpayment If Argyle at any
txme d~sputas the amount to be prod to Denton, Argyle should nonetheless promptly make such
payment, but, ~f xt xs 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 untxl pad
7 9 The parties agree that services obtmned 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 pnonty 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
7 10 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 m an amount equal to at
least
(I) All of the operation and mmntenance 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 anthonzmg its revenue bonds or other obligations now or hereafter
outstanding, including the amounts required to pay all pnnclpal of, and interest on
such bonds and other obligations
8 0 Argyle Concerns and Disputes
8 1 Argyle shall notify the D~rector 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 bflhngs were determined and/or wholesale rates were
calculated
8 2 If Argyle disputes the monthly bllhng 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
used in the wastewater treatment and collection industry, while consldenng fairness to both
part~es
9 0 Industrial Connection and Momtorln~
9 1 Argyle agrees that ~t will not permit any Significant Industrial User within its jurisdiction
to connect d~rectly or indirectly, exther to ~ts 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 reformation pertaxnlng 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 permxt
only ff such SIU would cause Wastewater discharged by the C~ty of Argyle at the Point of Entry
to be in violation of th~s Contract
9 2 Argyle agrees to conduct any and all monitonng, sampling and inspection of Argyle
System and Industrial Users as necessary to insure that industrial waste introduced into the C~ty
of Argyle System meets the quahty standards set out m Section 10 2 hereof Upon request to
Argyle, a representatxve of Denton will be permitted to observe Argyle's collection of samples
from Industrial Users, and Argyle agrees to funlash Denton separate dupheate samples for
independent testing, and, upon request, to provide the D~rector sample analys~s results and
Pretreatment records
9 3 Argyle agrees that Denton shall have the nght 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 detenmmng the volume and quahty of wastewater entenng the Denton System
Argyle agrees to d~sconneet from ~ts system any Industrial User found to be ~n violation of
allowable d~scharges or who refuses access to its facilities for the purpose of samphng
wastewater being discharged into the City of Argyle System, provided, however, that smd
d~sconnected Industrial User shall be afforded the same rights and privileges of appeal as
Industrial Users operating w~thm Denton's junsd~ctlon Provided, however, Denton may not
require such Industrial User to disconnect from Argyle's System, if the quahty of the wastewater
dehvered to the Point of Entry as m comphance with th~s Contract
2O
9 4 Following reasonable notice to the City of Argyle by Denton, Denton may enter Argyle's
jurisdiction if Denton detenmnes that questionable dxscharges or prohibited discharges are
entenng the Denton System through the Point of Entry Argyle agrees to assmt Denton and to
coordinate w~th ~ts Customers m locating and ehmmatlng such prolub~ted dascharges wxthm the
Argyle System
9 5 The Director shall send written notice to the City of Argyle if it xs determined that a
Customer m fmhng to provide a satxsfactory Pretreatment program, or a d~scharge by the City of
Argyle is m vxolatxon of the SUO or th~s Contract The not, ce shall contmn the following
(a) the nature and description of the violation,
(b) the provlsxon of the SUO or of thxs Contract bexng wolated,
(c) the correct~ve action that must be taken, and
(d) the time m wluch the correcUve action must be taken
Denton and Argyle shall cooperate to determine the source of any wastewater discharge violation
and agree to cooperate m remedying the vaolatxon, but, Argyle shall be responsible for lnsunng
that the violat~on ~s properly and t~mely corrected Argyle's failure to take reasonable efforts to
have the wolat~on corrected ~n the t~me specified shall be a breach of thxs Contract for whmh
Denton may terminate servme to the partmular Customer wherein the offending violation xs
taking place
10 0 W~stewater Ouahty
10 1 Argyle agrees that it shall enact operating policies and enforce an ordinance govermng
~ndustnal waste that are at least as stnngent as the promslons of the current Denton Sewer Use
Ordinance No 93-112 (SUO)
21
10 2 The parties recogmze that federal and state laws and regulations concerning Wastewater
treatment and dtscharges may periodically change dunng the term of thts Contract, requiring
revisions m the SUO It ts the mtent of tins Contract that the SUO be reviewed periodically by
Denton and rewsed m accordance wtth the latest laws and regulations of federal and state
agenctes havmg junsd~ctton over wastewater treatment and discharges Argyle agrees, upon
reasonable notice, to enact and enforce orchnances or any amendments to the SUO, or any future
ordinances relattng to tndustnal discharges, prohtblted or controlled wastes, or Pretreatment
Requirements
10 3 Denton shall gtve written notme to Argyle at least mnety- (90) days prior to conslderatton
by the Denton Ctty Council of any amendment of the SUO that amends a prowslon of the SUO
that applies to this Contract, or that adds a new provision to the SUO that Denton ts required to
apply to wastewater recetved by Denton under this Contract
10 4 Argyle shall be responstble for gtmng nottce of the proposed amendment to any of its
Customers affected by the amendment Upon the effecttve date of the amendment to the SUO, ~t
shall be considered an amendment to th~s Contract and shall be attached hereto, showmg the
amendment made Argyle shall adopt and enforce such proposed ordinances or amendments as
soon as reasonably practteable after the effective date of the Denton orthnance or amendment,
provided that Argyle ~s properly notffied of the ordinance or amendment reqmred herein
10 5 Argyle agrees that the quahty of the wastewater discharged tnto the Denton System shall
be equal to or better than the qualtty standards established by Denton Ordinance No 93-112, or
to any amendment thereto adopted pursuant to Sectton 10 1
10 6 Argyle shall reqmre all Stgmftcant Industrial Users wtthin its junsdmtion that ulttmately
d~scharge mto the Denton System to apply for and obtain a permit from Argyle allowing such
dtscharge Such permit shall reqmre Industrial Users to abate prohtb~ted substances from thetr
dmcharge as a condition to dtschargmg wastewater into the Argyle System The permit
apphcatton shall eontmn, as a mtmmum, the following
22
Name and address of d~scharger
Agent for dmcharger
Type of industry
Products produced or services rendered
Chemicals being stored and/or used
Antlmpated dally wastewater flow rates
Argyle shall prowde Denton a copy of such application and permit, ~f ~ssued, w~th~n fourteen
(14) days after msuanee
11 0 T~tle to and Liability for Damages and Responsibihtv for Treatment and Disposal of
Wastewater
L~abfl~ty for damages arising from the transportation, dehvery, receptmn, treatment, and/or
d~sposal of all wastewater d~scharged ~nto the Denton System hereunder shall remain w~th
Argyle to the Point of Entry, and upon passing through Point of Entry, t~tle to such wastewater
and hablhty for such damages shall pass to Denton As between Denton and Argyle, each party
agrees to mdemmfy 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 arise or be asserted by anyone at any
t~me on account of the transportation, dehvery, receptmn, treatment, and/or d~sposal while t~tle to
the wastewater is ~n such party, or on account of a prohibited dmcharge by the C~ty of Argyle
Denton has the responsibility for the proper reception, transportation, treatment and dmposal of
all wastewater d~scharged ~nto 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 entenng the Denton system becomes
the property of Denton
12 0 Infiltration and Inflow
Argyle agrees that xt has an obhgat~on to prevent infiltration and ~nflow into ltS system and then
into the Denton System Argyle further agrees that all sewer connections w~thm ~ts junsdmUon,
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 m~untaln strict supervmon and maintenance of its system to reasonably
prevent connections through wtueh 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 rmnwater, spouts, drainage areas, streets, gutter drain or other source of rmnwater into
Argyle's System
13 0 Assistance
13 1 In the event, Argyle requests assistance with the Argyle System, Denton may, at its
option, asslst 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 reqmre 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, m
that event, a separate contract can be prepared
13 2 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, admimstratlon, 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 wltlun thirty- (30) days after receipt of invoice
14 0 ~ment Pro rgL~_
If requested by Argyle, Denton will enter into a separate contract with Argyle, or &rectly with a
particular Customer, to develop and/or admlmster a local Pretreatment serwce 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 w~thm 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, planmng 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, eommumcatlon, 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 McKmney
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 t~mes, upon not,ce, have the right at reasonable times to
25
examine and inspect smd records and accounts dunng normal business hours, and further, if
required by any law, role or regulation, make smd records and accounts available to federal
and/or state auditors
Whenever, under the terms of tins 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, hmlt or condition such consent or approval in any manner ~t shall deem advisable,
however, consent will not be unreasonably withheld
18 0 Waiver, Remedy, Severabihty
18 1 No wmver by either party hereto of any term or condition of this Contract shall be
deemed or construed to be a wmver of any other term, or condition, or subsequent wmver of the
same term or condition
18 2 In addition to any other remedy as may be provided by law, this Contract shall be
specffically enforceable by the parties hereto Venue for any action shall be ~n Denton County,
Texas Th~s Contract shall be governed by the laws of the State of Texas
18 3 It is agreed that, in the event any term or provision herein contmned is held to be invalid
by any court of competent junsdmt~on, the anvahd~ty of such term or promslon shall in no way
affect any other term or provision contmned herem, 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 Lmbihty
19 1 Except as expressly provided herein, this Contract shall not be construed to create any
type ofjomt or eqmty ownership of any property, any partnership or jmnt venture, nor create any
other property nghts or hab~htles Argyle payments (whether past, present, or future) will not be
construed as granting to Argyle any part~al ownership of, prepmd capacity in, or equity in the
26
Denton System Prowded however, Argyle shall have the cont~nulng right to recexve the services
provided for herem under the terms ofth~s Contract
19 2 Contracts made and entered ~nto by either Argyle or Denton for the construction,
reconstruction or repmr of any Dehvery Facility shall include the reqmrement 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 ~ndependent contractor(s)
covenant to mdemmfy, hold harmless and defend both the City of Argyle and Denton against any
and all stats or claims for damages of any nature arising out of the performance of such contract
20 0 Compliance with Permit Conditaons
Argyle acknowledges that Denton ~s 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 m the event, a fine ~s assessed against Denton for any vlolaUon of any permit
condition, and the violation ~s attributable to any act of omission or conunlSS~On 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
21 0 Term of Contract/Effective Date
The term of th~s Contract shall be for thirty (30) years, with the provls~on 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 Part,es hereto Any party electing to
terminate this Contract must prowde the other party with five (5) year's not~ce
22 0 Force Maleure
No party hereto shall be considered to be in default ~n the performance of any of the obhgatlons
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 part,es, mcluding
27
but not hmlted to failure of facilities, flood, earthquake, tornado, storm, fire, lightning,
ep~demlc, war, not, mwl disturbance or disobedience, labor dispute, and action or non-action by
a ftulure to obttun 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 exemlse of due dthgence and foresight such party could not have
reasonably been expected to avoid and which by exem~se of due diligence ~t shall be unable to
ovemome Either party rendered unable to fulfill any such obhgatlon shall exercise due
dlhgence to remove such lnablhty 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 clmms for damage shall be made
by Argyle agmnst Denton Denton will exemme its best efforts to ~nsure 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, reqmres Argyle to temporanly ~ntermpt,
reduce or mcrease flow to the Denton System, no clmms shall be made by Denton against
Argyle
23 0 Wastewater Imnact Fees
The Denton City CoBncll has adopted "Impact Fees" by amending Chapter 26 "Uttht~es" 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 servme 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 ~nterest-beanng 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 ~nstalled solely for irrigation purposes shall not be assessed a wastewater Impact Fee
28
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 mclude only those costs assocmted with wastewater
system capital expansions and capital ~mprovements ldentffied by Ordinance No 98-301 or
amendments of smd Ordinance, necessary to prowde service to new growth and development,
and/or expanded growth and development of existmg Customers Nothing within flus Contract
shall be deemed to prevent eaher Denton or Argyle from charging their own retail Customers an
~mpaet fee ~n excess of the wastewater system Impact Fee provided for here~n
23 2 Denton agrees that all momes for Impact Fees remxtted to it pursuant to thru section will
be placed m a separate mterest-beanng account to pay only for the cost of constructing capital
~mprovements or facthty expansions for the wastewater system as penmtted 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 ~ncluded m 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 ~nvested and contributed capital, whmh faclht~es are expected to be
replaced by Denton at a future date in order to mmntmn servme
23 3 Argyle shall provide to Denton such lnfonnat~on that relates to the making of new and/or
upmzed connections within ~ts junsthctuon as may be requested by the D~rector, including but not
limited to buflchng penmts, w~th each quarterly payment reqmred ~n th~s Section
23 4 Should Denton nor Argyle waive any impact fee due from a retml Customer for a new or
ups~zed connection to its respective system within ~ts jurisdiction, Denton or Argyle shall pay
such impact fee from other sources into the fund required for paying for the capital
~mprovements
23 5 Denton agrees that only those capital improvements related to the wastewater system
~dentlfied m Ordinance 98-301 or amendments of smd ordinance, shall be ~ncluded m the capital
~mprovements plan for the purpose of determ~mng Wastewater System Impact Fee, provided,
29
however, Denton may anclude other capital improvements for the purpose of determlmng ~mpact
fees to 1ts own retml Customers
23 6 Prior to the adoption of any land use assumptions, capital improvements, or Impact Fees,
the C~ty of Argyle shall be furmshed a copy of the proposed land use assumptions, capital
improvement plan or proposed Impact Fee at least thirty- (30) days prior to any scheduled
heanng 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
24 1 This Contract is not ~ntended to specify an exclusive remedy for any default, but all such
other remethes (other than termination) existing at law or in equity may be availed of by either
party and shall be cumulative Recogmzmg, 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 remethes (other than
termination) which may be avmlable The remedy of termination for default precluded by this
paragraph does not prohibit e~ther Party from terminating this Agreement for default in
accordance w~th the terms of this Agreement, or as otherwise spemfieally provided herein
24 2 Also thxs Contract may be terminated in whole or in part by the mutual consent of the
governing boches of the C~ty of Argyle and the City of Denton Notwithstanding anything
contmned herein to the contrary, any material breach, as defined herexn, by exther party hereto
shall be cause for termination of this Contract by the other Party ~n the manner set forth in this
Section
24 3 For failure to pay for undisputed costs for services rendered in accordance with this
Contract, Denton may terminate flus Contract sixty- (60) days following the date notice of
nonpayment ~s received by the City of Argyle, unless full payment Is made by the City of Argyle
within that time
30
24 4 The terms and procedures set forth m Sections 24 2 and 24 3, while referring primarily to
Demon, shall be equally applicable to Argyle Denton shall deliver to Argyle mnety- (90) days
prior written notice of its retention to so terminate this Contract if Argyle fails to cure or adjust
such material breach, including ~n such notme a reasonable description of the breach In the
event Argyle does not agree that it is m such breach, default or fmlure, Argyle may respond ~n
writing for Denton's further review, or, ~n the alternative Argyle may respond with a plan of
action for Denton's approval, winch approval will not be unreasonably demed Denton shall
adwse the C~ty of Argyle m writing immediately upon acceptance of the cure of any such breach
If wltinn smd mnety- (90) days Argyle shall fall or refuse to cure such breach to the reasonable
satisfaction of Denton, then and m such event, Denton shall have the right w~th slx months
advance written additional not,ce to Argyle, to declare tins Contract terminated In the event of
termination of tins Contract, all rights, powers, and pnwleges of Argyle hereunder shall cease
and terminate The following breach, default or fmlure to perform a duty or obhgat~on shall be
considered a material breach
a Fatlure to adopt and enfome any ordinance required to be adopted and enforced
hereto, if Argyle has received notice as reqmred ~n Section 10 of this Agreement,
or if by a Customer of Argyle, the failure of Argyle to take reasonable steps to
obtmn such action by Customer
b Making any counectlon to the Denton system at any pmnt except as provided in
Section 2 2 hereof
c Fmlure to provide Denton regress and egress for purposes of samplmg and
operation and maintenance of any metenng or any samplmg faclhty
d Fmlure to provide Denton with rights-of-way as reqmred here~n
e Fmlure to permit any samphng of Wastewater as provided for herein
f Failure to disconnect industrial users of Argyle pursuant to this Contract
g Failure to matntmn the quality of discharge as reqmred ~n tins Contract
h Ftulure of Argyle to comply with Section 10 hereof
Fmlure of Argyle to comply w~th Section 23 hereof
Fmlure of Denton to provide the servmes required by this Contract or to carry out
its duties and responsibilities under tins Contract
24 5 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 dehver to Argyle sixty- (60) day's advance
written nottce of such breach In the event Argyle does not agree that it is in such breach, default
or failure, Argyle may respond in wntmg for Denton's further review, or ~n the alternative
Argyle may respond with a plan of actaon for Danton's approval, which approval will not be
unreasonably demed Argyle may t~mely appeal Denton's determination of breach or Denton's
failure to approve its plan cure the alleged breach to the Utlhty Account Review Committee of
the C~ty of Denton, Texas, as provided for in the Denton Code of Ordinances, Chapter 26
24 6 Any f~ulure by Denton to terminate th~s Contract or the acceptance by Denton of any
benefits under this Contract for any period of t~me after such material breach, default, or failure
by Argyle, shall not be determined to be a waver by Denton of any rights to tenmnate th~s
Contract for any subsequent material breach, default, or failure
24 7 Any failure by Argyle to so terminate th~s Contract, or the acceptance by Argyle of any
benefits under this Contract, for any period oft~me after such material breach, default, or falure
by Denton, shall not be determined to be a waver by Argyle of any rights to terminate th~s
Contract for any subsequent material breach, default or failure
25 0 Miscellaneous
25 1 This Contract is subject to all apphcable federal and state laws and any apphcable
permits, ordmances, or amendments adopted pursuant to Section 10 0 and any ales, orders, or
regulations of any state or federal governmental authority having or asserting jurisdiction
Nothing contaned herein shall be construed as a waver of any right by either party to question
or contest any such law, ordinance, order, ale or regulation in any forum having junsdactlon
25 2 The part, es hereto agree to make any changes in this Contract made necessary by any
amendment or rewsion to state or federal regulations
32
25 3 Upon prior notice by Denton, any duly anthonzed employee of Denton beanng proper
credentials and Identification shall notify Argyle of need for access to any premises located
w~th~n Argyle's boundaries limits or served by Argyle for the purpose of inspections and
observation, measurement, samplmg and testing and/or auditing, m accordance with the
prowsions of this Contract Argyle may elect to accompany the Denton representative To the
extent perraltted 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 wtule such employee is in the course and scope of his employment
25 4 In each instance herein where reference xs made to a federal or state regulation, it xs the
intention of the parties that, at any given time the current federal or state regulation shall apply
If a pubhcation or reference work referred to herein is discontinued or ceases to be the generally
accepted work m 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 m 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 m any way defimng, limiting or amphfyang the prowsions 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 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 as not reached on the selection of the
impartial mechator on or before the tenth (10th) day after the date that notice is received, the
Director shall immediately request a list of seven qualified neutral medmtors 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 stnkmg a name from the list and the name remalmng shall be the
~mpartlal mediator Argyle Representative and Director shall mutually agree on a date for the
mediation The decision of the mechator shall not be final Mediation shall not m any event toll
any default period under the Contract, unless approved mutually ~n writing by Denton and
Argyle
25 7 Denton shall have the right to assign this Contract to the Upper Tnmty Regional Water
District w~th the prior written consent of the C~ty of Argyle to any rews~ons or changes to tlus
Contract, wi'ach shall not be unreasonably w~thheld
IN WITNESS WHEREOF, the Part~es hereto have caused th~s Contract to be executed m
duphcate original counterparts, by their respective officers and officials, thereunto duly
authorized
CITY OF DENTON, TEXAS
MIC''r /~E/W J~//Cl~Manager
ATTESTED
JENNIFER WALTERS, CITY SECRETARY
By ~ ~./14/~t/_ ~~~'
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
CITY OF ARGYLE, TEXAS
3~¥/~ A JENI~ MAYOR
ATTESTED
DEBBIE MILLICAN, CITY SECRETARY
APPROVED AS TO LEGAL FORM
By
PATRICIA ADAMS, CIThrATTORNEY
S \Our Documents\Contracts\01 \Wholesale Wastewater Treatment Contract Argyle Rvs 021201 doc