2001-371AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A
WHOLESALE WASTEWATER TREATMENT SERVICES CONTRACT BETWEEN
THE CITY OF DENTON, TEXAS AND THE LAKE CITIES MUNICIPAL UTILITY
AUTI':[ORITY ("LCMUA"), WHEREIN DENTON AGREES TO PROVIDE
WHOLESALE WASTEWATER TREATMENT SERVICES TO LCMUA,
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT,
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING
AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager ~s hereby authorized to execute on behalf of
the C~ty, a Wholesale Wastewater Treatment Serwces Contract between the C~ty of
Denton, Texas and the Lake C~t~es Municipal Utlhty Authority ("LCMUA") for
wholesale wastewater treatment serwces to LCMUA, substantially tn accordance w~th the
Contract which ~s attached hereto and incorporated by reference hereto
SECTION 2 That the expenditure of funds as set forth m the Contract
Agreement is hereby authorized
SECTION 3 That tfus or&nance shall become effecttve tmmedtately upon tts
passage and approval
PASSED PROVEDth sthe Vday°f ,2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
fT.,r ......
APi~OVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
S \Our Documents\Ordmances\Ol\Wholesale Wastewater Treatment Contract LCMUA doc
STATE OF TEXAS §
COUNTYiOFDENTON §
WHOLESALE WASTEWATER TREATMENT SERVICES CONTRACT
BETWEEN THE
CITY OF DENTON AND THE LAKE CITIES MUNICIPAL UTILITY AUTHORITY
City of Denton, Texas, a mumcipal corporation, and Home-Rule City, acting herein by and
through its City Manager, hereinafter referred to as Denton, and the Lake Cities Mumclpal
Utility Authority, a Texas ._, acting herein by and through its General
Manager, hereinafter referred to as "LCMUA" and
WHEREAS, Denton owns and operates a wastewater collectaon, treatment, and disposal
system an Denton County, Texas, and of their respective systems, both the C~ty of Denton and
the LCMUA desire to avoid duplication of services through coordination for the collection,
treatment, and reclamation of the wastewater, and
WHEREAS, Denton and LCMUA desire to enter into a Contract for Denton to treat
wastewater on a wholesale basis for LCMUA for the proposed sixty-seven (67) single-family
homes m the Orchards Addition development m the City of Shady Shores, and also in adjacent
properties thereto, not to exceed one.hundred total single-family residences, and
WHEREAS, the public health, welfare, and safety of the residents of Denton and
LCMUA reqmre the development of adequate systems of sewage collection and disposal, the
chromatron of water pollution, and the preservation of the water resources of the area, and
WHEREAS, Denton and LCMUA are required to comply with standards and treatment
methods for wastewater as set forth in federal, state and local, laws and regulatmns and permits,
and,
WHEREAS, Denton and LCMUA have an :merest in mamtmmng and restonng the
ehermcal, physical, and biological integrity of waters and water resources, espemally those being
used by Denton and LCMUA, and lnsunng the reductton of pollution in smd waters and water
resources, and plarmmg the use, development, restoratton, preservation and enhancement of smd
waters and water resources, and
WHEREAS, LCMUA desires to contract for wastewater treatment service on behalf of
Customers of LCMUA, and Denton desires to provtde wastewater treatment service on a
wholesale basis to LCMUA, and
WHEREAS, the LCMUA is duly.authorized to enter into thts Contract wqth Denton, and
NOW, THERFORE, Denton and LCMUA, in consideratton of the terms, covenants, and
condtttons hereto contmned, hereby AGREE as follows
~ All matters stated m the preamble of this Contract are true and
correct and are hereby incorporated tnto the body of thts Contract as though fully set forth m
their ent~retyherem
1 0 ~ When used m tins Contract, these terms shall be defined as follows
1 01 ~ 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 1Biochemical Oxygen Demand (BODI The quantity of oxygen utfltzed m the
btochermcal oxidatton of orgamc matter spacffied by procedure tn Standard Methods, and results
expressed tn terms of wetght and eoncentratton [mflhgrams per liter (mg/l)]
1 03 ~ Verification of meter accuracy utthzmg standard primary devtce
procedures and eahbraUon stgnals and/or a separate flow measurement instalment
2
1 04 C#pita! Imnroventent~. Any of the following faedlties which provide utility services
and benefits common to all wholesale and retail Customers, and that have a life expectancy of
one or more years located vathm the junsdmtional limits of Denton or the LCMUA wastewater
treatment facilities, mctenng and samphng facilities, control systems and appurtenances, all
major collectors and Interceptors that are twelve inches (12") and greater in diameter and lift
stations associated therewtth,
~ 05 C~teaorieai Industrial User (CIU), An industrial user that is subject to Categorical
Pretreatmant Standards aceorchng to 40 CFR Section 403 6 and 40 CFR Chapter I, subchapter N,
which are technology-based standards developed by EPA se~ng industry-specific effluent
limits
1 06 ~ Depending on the context, may refer to the LCMUA or to LCMUA's
Customer or other Customers of LCMUA being provided service pursuant to this Contract
1 07 ~ The facthties of LCMUA used for the treatment, collectaon, and
transportation of wastewater to City of Denton from the Orchards Addition and adjacent area
3 08 D~iiverv Facilities. All facilities necessary for the transmission of wastewater from
LCMUA System to the Denton System that are on the LCMUA's side of the Point of Entry that
are constructed specifically to allow Denton to serve LCMUA
1 09 ire~. The Denton Water/Wastewater Ut~hties Director or the designee
Cost. Costs directly assignable to the wholesale customer
q q ~ ~ Single family and residential duplex dwellings served by one
water meter This defimtlon is used only in the context of determining billing on a per-
connection basis
3 12 ~ Expenses incurred by Denton related to wholesale wastewater
service, such expenses to be allocated as a System Cost in future cost-of-servme studies
3
1 13 ~ Denton's wastewater collection and treatment system, including the
Point of Egtry provided for herein
1 14 Li~MUA Renresentative. General Manager of the LCMUA or designee.
1 15 ~ The expansion of the capacity of an existing facility that serves
the same fimctlon as an othervase necessary new Capital Improvement, in order that the existing
facility ray serve new or expanded devalopmem The term does not include the repmr,
mmntemmce, modermzataon, or an expansion of an existing facxhty to better serve existing
development
1 16 ~en~ral Benefit Camtal Facilities. Wastewater facditles that provide utthty services
and benefits common to both Denton retml and Denton wholesale Customers, meludlng
wastewater treatment facthties, metenng and sampling facthtles, control systems and
appurtenances, and all collectors and interceptors that are twelve inches (12") and greater in
diameter
1 17 ~ The chscharge or the introduction of mdustnal wastes from any
source regulated under Secuon 307(b) or (c) of the Act (33 U S C 1317), ~nto the Denton System
(including holding tank waste discharged into the system)
1 18 ~ A source of Indirect Discharge, which does not constitute a "discharge
of pollutants" under regulatxons, issued pursuant to Section 402, of the Act (33 U S C 1342)
1 19 ~[]~l:~],-~ All water-borne solids, hqmds or gaseous substances resulting from
industrial, mahufacturmg or food processing operations, or from the development of a natural
r
resource, or any mixture of these vath ware or domestic sewage
1 20 Infiltration, Water that has migrated from the ground into the wastewater system
1 21 ~ Water, other than wastewater that enters a sewerage system (including sewer
service connections) from sources such as, but not hm~ted to, roof drams, cellar drains, yard
drmns, area drmns, drmns from spnngs and swampy areas, manhole covers, cross connections
between storm sewers and samtary catoh bas~ns, coohng towers, storm waters, surface runoff,
street wash waters or drainage Inflow does not include, and is d~stmgmshed from tnfiltratmn
water
1 22 ~ The water-Dome sohds, hqmds, and gaseous substances derived from
eertmn sources including, but not hm~ted to, a grease trap, septic tank, chemical todet waste and
sand trap waste
1 23 ~/[9terin~ and Samoiin~ Facility The meter, meter vault, and all metenng and
telemetry eqtnpment reqmred to measure and/or sample wastewater flows of LCMUA at Potnt of
Entry(s) or mto Denton's System
1 24 Non.domestic Account. Commercml, industrial, multtfamdy or other accounts that are
not considered Domestle Accounts This defimtlon ~s used only ~n the context of determmtng
bllhng on a per-connection bas~s
1 25 ~ Areas w~tlun LCMUA's certificated boundaries that generate
wastewater that do not drmn into a part of the LCMUA system for whmh wastewater flow ~s
measured by an approved metenng and samphng facthty
1 26 l~lon-Cate~orieal Industrial User (IlYl. Any non-domestic Industrial User, other than a
CIU, wluch tntroduces Wastewater into a pubhcly owned treatment works (POTW)
1 27 ~ The point of connectton to the Denton System
1 28 ~ The reduction of the amount of pollutants, the ehm~nation of pollutants,
or the alteratton of the nature of pollutant properties m wastewater to a less harmful state prior to
or tn heu of dtschargtng or othorwtse mtroductng such pollutants ~nto a Pubhcly Owned
Treatment Works Physical, chermcal or biological processes can obtmn the reduction or
alteratton, or process changes by other means, except as prolub~ted by 40 CFR Section 403 6(d)
5
1 29 pr~tre_a~tment Reauiremen~. Pollutant concentratton discharge hmitat~on and
reporting reqmremants stipulated m Danton's Sewer Use Ordxnance No 93-112 and any
amendments thereto, LCMUA's ordinance or other document, and Federal Pretreatment
Standards promulgated by the U S Enxaronmental Protection Agency
1 30 Sionll~l~-nt Industrial User (Sll.r}. Any ~ndustry, wtuch discharges ~ndustnal wastes,
d~rectly or indirectly into the LCMUA's System and/or Denton's System
· Discharges 25,000 gallons per day or more of regulated industrial wastewater
· Is subject to the NarWhal Pretreatment Standards or Categorical Standards of the U S
Enwronmental Protection Agency, or,
· Has a reasonable potentaal, m the opmmn of the D~reetor, to adversely affect the Denton
System due to dtscharge of wastewater with abnormally h~gh strength or contammg
hmlted or prohtb~ted substances
1 31 ~ Those testing or analysts procedures as prescribed m the current
editaon of "Standard Methods for Examination of Water and Wastewater," pubhshed by the
American Pubhc Health Assucmt~on and/or the U S Env~romnental Protection Agency "Manual
of Methodologtas for the Exanunatwn of Water and Wastewater," or uall otherwise comply w~th
procedures specffied m state and federal d~scharge permits held by Denton
1 32 ~ Operating expenses and capital related costs recurred by Denton in the
proxasxon of wastewatar collection and treatment service to the wholesale class of wastewater
customers Such costs are to be specifically ~dentlfied by Denton as a component of the annual
cost of proxading wholesale wastewater treatment servme
1 33 !0tai Susvended Sohds {TSS~. Sohds, measured in mg/l, that e~ther float on the
surface of, or are m suspenswn m, water, wastewater or other hqmds, and whaeh are largely
removable by a laboratory filtratmn dewce
1 34 ~ All hqmd or water-camed waste products from whatever source derived,
whether treated or untreated, which are d~scherged into or permitted to enter mto the Denton
Systent The words "wastewater" and "sewage" are interchangeable
6
1 35 W~tewater System lmnaet Fee, A capital contribution or recouping of the costs of
General Benefit facthties, capital improvements or Facility Expansion necessitated by and
attributable to new growth and development, and/or expanded growth and development of
ex, sUng Customers
2 0 C0nnee_-_'on to the Denton System
2 1 Denton hereby grants to LCMUA, upon compliance w~th the terms and con&t~ons
contained herein, permismon to connect the proposed sixty-seven (67) single-family homes ~n the
Orchards Addtt~on sub&ws~on, and in the adlacent area for a total, not to exceed one-hundred
(100) single-family homes to the Denton System LCMUA shall dehver and &scharge
wastewater into the Denton System, and, Denton shall transport, treat, and dispose of the
wastewater received from the LCMUA, m accordance w~th tins Contract, unless the Part, es
otherwise agree in writing The LCMUA shall provide all lines, metenng station(s), hft statmns,
and assoemted facthttes and shall aeqmre all property, ~nterests, licenses, and permits that are
necessary to collect and transport Wastewater from the LCMUA to the Denton System
2 2 It shall be the sole responslbthty of LCMUA to convey and deliver the Wastewater to the
Point of Entry approved by Denton and designated m Exbablt I Denton agrees to accept all
Wastewatar from LCMUA at the Point of Entry as designated on Exhibit I, attached hereto and
incorporated hereto A Point of Entry may be changed, or addmonal Points of Entry added upon
mutual agreement, s~gned by an authorized representative of each Party LCMUA shall pay for
Denton's capital operational and admlmstrat~ve costs incurred due to any change m the location
of a Point of Entry, if the change was requested by LCMUA, or necessitated by the LCMUA
discharge characteristics Prowded however, that ff such change ~s necessitated by LCMUA's
discharge characteristics, Denton shall notify LCMUA of such need by providing written notxce
to LCMUA at least sixty- (60) days prior to taking any action on such relocation The nottce
shall spemfy the total cost for wtuch LCMUA shall be responsible
2 3 The cost of all Delivery Facilities necessary to convey Wastewater to the designated
Points of Entry, whether shown on Exhlbat I, or mutually agreed upon at a later date, together
7
w~th the cost of connection of the LCMUA System to the Denton System including metenng and
sampling faefimes, shall be borne by LCMUA m accordance wtth the provasaons ofthas Contract
2 4 Unless mutually agreed to mwnttng by Denton and LCMUA, LCMUA shall be
responsable for the design, contractang, constmctaon and financing of Dehvery Facthtaes and
acqmsatton of any necessary rights-of-way and easements for such facdmes All dasagns,
materials and specfficataons w~tlun the corporate hrmts of the C~ty of Denton, shall conform to
Denton's reqmrements as a rmnmaum standard Plans and speclficattons for Delivery FaclhtleS,
which are w~ttun the Denton System, shall be submitted to the Darector for written approval No
constmctaon shall begin until such approval has been given Approval by Denton shall not be
unreasonably w~thheld, ~f the plans and specfficat~ons satasfy or exceed Denton's mammum
standards LCMUA agrees that Denton has the right to make periodic ~nspecUons dunng the
constructton phase of the Dehvery Facthtaes Final acceptance of such factht~es wathm the
Denton System and the sampling and metering facalat~es as subject to the inspection and written
approval of the Ctty of Denton Wastewater D~rector, or h~s das~gnee
2 5 ~ At such t~me m the future, should serwce reqmrements become
an ~ssue, then Denton and LCMUA shall mamedmtely chscuss, and tf resolutaon of the problem ~s
not suscepttble to remedmtaon, then to medmtlon on a good froth basas
3 0 Maintenance of Denton and Customer Systems
3 1 LCMUA agrees to matntam ~ts wastewater system(s) ~n good cond~taon and to make
repmrs an a ttmely manner and to reqmre ars customers to ma~ntmn and repmr thear respective
systems Denton shall have the night to refuse to accept Wastewater for treatment ~f LCMUA's
System(s) is not being maintained to those generally accepted standards set forth m TNRCC
rules and regulations, Chapter 317 Denton shall not have any respons~bdaty or habfiaty now or
ever for the operation of the LCMUA's System(s), except as agreed to m wrmng by the part~es
hereto
3 2 Denton agrees to mmntmn ars system m good condmon and to make mpmrs ~n a tamely
manner LCMUA shall not have any respons~bal~ty or habthty now or ever for the operaUon of
the Denton System, except as specifically provided here~n, or under separate written
modification or Agreement
4 0 Meterin~ and S~mnhn~ Facilities
4 1 Beginning on the effective date of tins Contract, Denton shall have the exclusive right to
operate and mmntam LCMUA metering and samphng famlmes at all Points of Entry, and
Denton shall become solely responsible for the operauon and maintenance associated w~th these
facflxties LCMUA shall have access to the metenng facdmes for mspectlon purposes only
LCMUA shall not adjust or calibrate the meter and will continuously provide a route of xngress
and egress to said metenng and sampling facilities for Denton Denton shall have the discretion
to construct improvements, expansions, and replacements to said facthties as a System Cost,
subject to review and approval by LCMUA of all proposed constmctaon, expansion, and
replacement plans and costs Approval by LCMUA shall not be unreasonably delayed or
w~thheld LCMUA will also grant and provide to Denton such permats or easements as are
necessary for the continuous operation and mmntenance of all metenng and sampling facilities
All such costs incurred by Denton for operation, maintenance, constmcuon, expansion, and
replacement of LCMUA metenng and sampling facthtles 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
4 2 Expenses recurred by Denton for the operation and mmntenance of LCMUAe metering
and sampling facilities shall be System Costs and shall include, but not necessarily be hm~ted to,
the foll0wmg
A Cost of electricity at the facility
B Cost of the installation of the telemetry service at the facility and t° the c°ntr°l center
and cost of monthly lease charge for the telephone line
C Cost ofmeter calibrau°n' including c°st °f insert meter' twine per year
D Cost of parts, materials and supplies reqmred for repairs, calibrations and upgrading
of the facilities,
E Normal labor cost plus fnnge benefits and indirect costs for repairs, calibrations and
upgrading of the facilities
F Maintenance of ingress and egress and meter facility site
G Meter reading costs
4 3 Replacement of Metenng 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 D~rector shall be a System Cost
4 4 Upon expiration or termination of tins Contract, Denton shall transfer to LCMUA the
ownership of any property easements, metenng and sampling facthtles and rights-of-way
conveyad to Denton pursuant to the terms of tlus Sectl°n in the event tbe contract Is transferred
to another entaty and Denton continues to treat wastewater from LCMUA, ownership of the
aforementaonad items shall remmn with Denton
5 0 Meterm~ and Samnlina
5 1 All flow d~scharged into the Denton System by LCMUA shall be metered, unless
specffically agreed to by both part, es m writing Should both pames agree m writing that
metenng Is not possible, the agreed upon method for detenmmng the volume shall include an
adjustment for infiltration and inflow
5 2 LCMUA shall have access to the metenng and sampling facilities at all reasonable times,
provided however, that any reading, ealthrat~on, or adjustment to such metenng equipment shall
be done by employees or agents of Denton, or by other mutually approved third party Cahbratlon
agent, m the presence of representattves of LCMUA and Denton, if so requested by LCMUA
Notfficat~on of any proposed tests shall be provided to LCMUA at least seventy-two (72) hours
prior to such test being conducted
5 3 All readings of meters will be entered m ink upon bound journals mmntalned by Denton
LCMUA 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
facility
l0
5 4 Denton shall calibrate and routinely service the meters at least once during each six- (6)
month period Copies of the results of such Calibration and all related information shall be
promptly proxuded to LCMUA Denton shall notify the LCMUA at least seventy-two (72) hours
in advance of the date and tune for any Callbrataon, and LCMUA may observe if so desired
5 5 Upon any Cahbmt~on, if it is determined that the accuracy envelope of such meter is found
to be lower than mnety-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 bllhngs
related thereto) as determined by such defective meter shall be corrected for a period extending
back to the time such inaccuracy began If such time is ascertmnable, or, if such time is not
ascertmnable, then for a period extending back one-half (1/2) of the time elapsed since the date
of the last calibration, but m no event further back than a period of s~x (6) months
5 6 If additional meter Calibrations are requested by LCMUA 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 LCMUA and will be added to the
LCMUA's next monthly bill for receipt of payment Corrections outside the plus or minus 5%
range w~ll be paid to LCMUA by Denton
5 7 If any meter used to detemune volume from LCMUA is out of service or out of repair so
that the amount of Wastewater delivered through the period cannot be ascertained or computed,
w~thm five percent (5%) accuracy, Wastewater volume shall be estimated and agreed upon by
the parttas hereto upon the basis of the best data avmlable Ifa meter is determined to be reading
inaccurately by more than five percent (5%), a correction to the billing shall be made as follows
(a) Take the number of gallons measured by the meter for a period extending
back Va of the tune elapsed since the date of the last cahbrataon of the meter,
(b) Multiply that amount by the percentage of ~naccuracy to obtmn the total
number of gallons not properly registered,
(c) 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 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 obtmn
a dmly average, wtuch shall be applied to the days for which the meter was not working In the
event that the parUes hereto cannot agree on the estimate of Wastewater volume dehvered,
agreement on the flow volume vail be deterrmued by a committee composed of the Director (or
his designee) the LCMUA Representattve (or his designee) and a third person to be mutually
agreed upon and the cost of the reconclhataon process will be equally shared Any adjustments
in bflhng prowded m this Section, whether a credit or debit, may be satisfied immediately, or
may be made m equal installments over the tame equal to the tame for which the failure or
inaccuracy was calculated
5 8 Denton shall obtain samples three (3) times per year to determine the quality of the
wastewater for bdlmg for the extra strength of the wastewater Each set of samples will apply to
a four-month period for bdhng purposes These samples shall be obtmned at the designated
metenng and sampling facd~taes or other mutually agreed upon sampling points for the purposes
of bdhng for the strength of the wastewater To determme the quahty 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
eqmpmant for whatever reason for one or more days, additional days shall be added to obtain
five (5) samples The five (5) samples vail be averaged to determine the wastewater strength for
bflhng purposes Unless the BOD or TSS exceeds 250 rog/l, no fee for extra strength shall be
applicable or charged Denton vail provide LCMUA vath a mimmum of seven (7) day advance
notaficatlon of intent to sample If, at the request of LCMUA or at the request of the Director,
more extensive momtonng is desired, such addttaonal momtonng shall be prod for by the party
making the request and shall be done In compliance and in accordance vath Sectaon 6 5 If
LCMUA requests such additional momtonng, Denton shall mvome LCMUA for the operational
and adrmmstrattve costs and payment shall be made vattun (30) thirty days after receipt of
invoice
The notification required in tl~s section shall include the planned dates, times, and locataons(s) of
sampling Denton shall analyze the samples collected ui accordance with Standard Methods
LCMUA may be present dunng the lmtaal set-up of sampling equipment and at the tame of pick
up for each twenty-four (24) hour composite sample Denton agrees, if requested, to spht said
wastewater samples with LCMUA for independent analyses
If, m the optmon of the Dtrector, eomphanee momtonng ~s required, the Dtrector may order
that adfl~ttonal momtonng be performed wath or wathout prior noUce to LCMUA Smd
comphance momtonng ts to be m addttton to the penodtc samphng set forth tn SecUon 5 8
All mformatton obtmned because of such comphance momtonng shall be provtded to
LCMUA Denton wall provtde not,ce of the results of such comphance momtormg to
LCMUA wathm a reasonable me thereafter Denton shall pay all costs for addtttonal
momtonng ordered at the Director's d~screUon, pursuant to thts paragraph
5 10 Costs mcurred by Denton under thts Seetxon 5 wall be constdered a System Cost
60
6 1 Wholesale wastewater rates wall be based upon generally accepted cost-of-serwce rate
methodologies developed by independent utility rate consultants as described heretn The
Dtrector shall select the independent utility rate consultant The cost of such studtes will be a
Dtrect System Cost All eost-of-serwce studies shall be conducted utilizing the unhty cost basts
of determlmng revenue reqmrements apphcable to the wholesale Wastewater class The last rate
study was completed dunng 1999 by an tndependent consultant Rate smdtes by an tndependent
utility rate consultant wall be conducted at least every s~x (6) years Internal rate reviews wall be
conducted annually, based upon consultant rate study methodology, to revtew rates and charges,
to recover allocated costs LCMUA shall have access to all data used to calculate the proposed
rate to be charged, and LCMUA wall be prowded at least stxty- (60) days advance not, ce wath
opportumty to revtew and comment on any proposed rate changes
6 2 The eost-of-servtce for the wholesale class shall xnclude allocated reasonable and
necessary operatton and maintenance expense, deprectatton expenses, admmtstrattve expenses, a
faxr and reasonable remm on allocated capttal famhttes, and a street rental fee To determine the
allocation, mcluchng inflow and mfiltratxon of costs to LCMUA, the followang factors shall be
constricted total volume, rate of flow, wastewater quahty, metenng, and LCMUA related costs
(such as accounting, bflhng, momtonng and LCMUA service)
"Capital-related costs" consists of depreciation expenses and return on the original cost rate base
"Depreciation expense" will be based upon the ongiual cost of all capital facilities, both invested
and contributed capital, wluch facilities are expected to be replaced by Denton at a future date in
order to mmntmn sermce Costs to transport the wastewater will be based on interceptor lines
twelve roches (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 penodm
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 facthties (net of accumulated depreciation and less contributions to the Denton System),
and shall include construction work m progress, a reasonable allowance for working capital, and
a reasonable inventory of materials and supplies necessary for the efficient operation of the
Denton System Working capital shall be based on one-eighth (forty-five days) of annual
wastewater operation and mmnteuance costs Records of the original cost, the accumulated
depreciation on all capital facilities, and contributions to the Denton System shall be mmntmned
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
LCMUA
6 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 m the financial soundness
of the utility, adequate to mamtmn and support its credit, enable it to raise the money necessary
for the proper discharge of its public duties, and shall be equal to the weighted average imbedded
rate of interest on all outstanding wastewater system revenue bonds plus one-and-one-half
percent (1 5%)
6 4 Not more frequently than every sm (6) years, a detailed wholesale revenue reqmrement
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-recumng expenses
over an appropriate benefit period The first test year occurred October 1, 1997, through
September 30, 1998 On a not more frequently than every six (6) year basis thereafter, a
complete, detmled rate study will be performed with the same methodology used in the previous
14
rate study by an mdapendent utthty rate consultant Thereafter, changes an the methodology wall
be allowed ff recommended by the independent consultant In the antenm between complete
detmled rate studaes, wholesale wastewater rates shall be adjusted by Denton using the same
methodology adopted at the same tame, of the last complete detmled rate study utlhzmg the
actual operating data for the twelve month period endmg September 30th Of the prior year,
adjusted for known and measurable changes an cost data whmh may have occurred s~nce the last
auchted statement
6 5 The lmtaal rates for thts Contract shall be those adopted by the Denton City Council an
Or&nance No 2000-295, finalized m September 2000, effecuve October 1, 2000, as follows
Volume Charge
BOD Strangth Charges
TSS Strength Charges
Facthty Charges
Sampling Charge
Analysas Charge
$2 00 per 1,000 gallons
$0 004228 mg/l of BOD above 250 mg/l
$0 002317 mg/l of TSS above 250 mg/l
$180 00/30 days
$35 00
$15 00
6 6 Amendment of Rate
The rate charged LCMUA shall increase or decrease m accordance wath any amendment to the
Rate Schedule applicable to LCMUA, as approved by Ordinance of the CaW Council of Denton,
and normal and reasonable increases m cost of servace At least smty- (60) days prior to the
effective date of any proposed amendment of the rate charged to LCMUA, Denton shall send
wnttan notxce of the proposed rate amendment to LCMUA if Denton finis to gxve written notace
at least sixty- (60) days prior to the effective date of the amended rate, the amended rate shall
become effective, as at applies to LCMUA, on the sxxty - first (61st) day after the written notace
as sent
6 7 Denton shall render bills for Wastewater treatment and &sposal servace to LCMUA All
such bills shall be due and payable by LCMUA not more than thirty- (30) days from the balhng
date The bills wll show current charges, as well as past-due charges Current charges shall be
the amount due for Wastewater collactmn, treatment and &sposal servace provaded sance the
prior billing period Past-due charges shall be the total amount unpmd from all prior bdhngs as
of the current billing date Payments received shall first be applied to the past due charges, if
any, and thereafter to the current charges For late payments, a finance charge of ten percent
(10%) per annum may be calculated from the date when the payment was due until prod
6 8 If LCMUA disputes a bill and is unable to resolve the &fference informally, LCMUA
shall notify the Director in writing Dispute of a bill is not grounds for nonpayment If LCMUA
at any time chsputes the mount to be prod to Denton, LCMUA should nonetheless promptly
make such payment, but, if it is subsequently determined by agreement or court decision that
such disputed payment should have been tess, or more, Denton shall promptly correct the
charges All such amounts due and owang to Denton by LCMUA, or due and owang to LCMUA
by Denton, shall be paid plus ten (10%) percent per annum from the date when due until paid
6 9 The parties agree that services obtmned pursuant to tlus Contract are essential and
necessary to the operation of LCMIJA's wastewater facdmes, and that all payments made by
LCMUA shall constitute reasonable and necessary operating expenses of wastewater systems
wattun the meaiung of Article 1113, Vemon's Annotated Texas Statutes, wath the effect that the
obligation to make such payments shall have priority over any obligation to make any payments
from such revenue, wath respect to all bonds or other debt obhgations heretofore or hereafter
issued by LCMUA
6 10 LCMUA agrees, throughout the term of this Contract, to fix and collect such rates and
charges for wastewater service in its system as wall produce revenues in an amount equal to at
least
(I) All of the operation and maintenance expenses of such system, including specifically,
its payments under tlus Conlxaet
(II) All other amounts as reqmred by law and the provisions of the ordinances or
resolutions authorizing ars revenue bonds or other obhgatlons now or hereafter
outstandtng, including the amounts required to pay all pnnmpal of, and interest on
such bonds and other obligations
7 0 LCMIJA Concerns and Dianutes
7 1 LCMUA shall notify the Director regarding any concern or dispute related to the
wholesale Customer volumes btlled and/or wholesale rates charged Denton shall provide
explanations and/or documentation which outlines the processes used by Denton in order for
LCMUA to fully understand how the monthly volumes and billings were determined and/or
wholesale rates were calculated
7 2 If LCMUA disputes the monthly billing and/or rates, LCMUA must continue to make
prompt monthly payments as required by this Contract If, after a thorough rewew, LCMUA's
concern or dispute ~s 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
determmataon or settlement m areas of dispute, wall generally be judged in accordance with
standard practices used m the wastewater treatment and collection industry, while consldenng
fmmess to both pames
8 0 Industrial Connectnon and Monitorinl
8 1 LCMUA agrees that it wall not permit any Significant Industrial User watlun its
junschchon to connect directly or indirectly, either to its system, wathout at least thirty- (30) days
prior written notfficatlon to the Director of such intent to connect LCMUA shall prowde the
Director wath such information pertaining to volume and composition of expected flow as may
be requested After a review of the submitted data, the Director has the right to refuse the permit
only if such SIU would cause Wastewater dascharged by LCMUA at the Point of Entry to be m
violation of this Contract
8 2 LCMUA agrees to conduct any and all momtonng, sampling and inspection of LCMUA
System and Industnal Users as necessary to msure that ~ndustnal waste introduced into the
LCMUA System meets the quahty standards set out in Section 9 2 hereof Upon request to
LCMUA, a representative of Denton wall be permitted to observe LCMUA's collection of
samples from Industrial Users, and LCMUA agrees to furnish Denton separate duplicate samples
for independent testing, and, upon request, to provide the Director sample analysis results and
Pretreatment records
17
8 3 LCMUA 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 m writing by both parues, for the
purpose of detemumng the volume and quality of wastewater entenng the Denton System
LCMUA agrees to disconnect from its system any Industrial User found to be m violation of
allowable discharges or who refuses access to its facfl~ties for the purpose of sampling
wastewater being discharged into the LCMUA System, provided, however, that smd
disconnected Industrial User shall be afforded the same rights and pnwleges of appeal as
Industrial Users operating w~ttun Denton's jurisdiction Provided, however, Denton may not
require such Industrial User to disconnect from LCMUA's System, if the quality of the
wastewat~r dehvered to the Pmnt of Enmy is m comphance with this Contract
8 4 Follovang reasonable not, ce to LCMUA by Denton, Denton may enter LCMUA's
jurisdiction if Denton determines that questionable discharges or prohibited discharges are
entenng the Denton System through the Point of Entry LCMUA agrees to assist Denton and to
coordinate with its Customers in locating and ehmmatmg such prohibited discharges wltlun the
LCMUA System
85
The Darector shall send written notace to the LCMUA if it is determined that a Customer
is fmlmg to provide a satisfactory Pretreatment program, or a d~scharge by the LCMUA is in
violation of the SUO or this Contract The notme shall contmn the following
(a)
(h)
(c)
(d)
the nature and description of the violation,
the provision of the SUO or of this Contract being violated,
the correct, ye actaon that must be taken, and
the time in which the corrective action must be taken
Denton and LCMUA shall cooperate to determine the source of any wastewater discharge
violation and agree to cooperate in remed3nng the violation, but, LCMUA shall be responsible
for lnsunng that the molataon is properly and timely corrected LCMUA's fmlure to take
reasonable efforts to have the violat~on corrected m the time specified shall be a breach of this
Contract for which Denton may tenmnate service to the particular Customer whereto the
offending violation is tal, ang place
9o
9 1 LCMUA agrees that it shall enact operating pohcles and enforce an ordinance govermng
industrial waste that are at least as stringent as the prowsions of the current Denton Sewer Use
Ordinance No 93-112 (SUO)
9 2 The parties recogmze that federal and state laws and regulations concerning Wastewater
treatment and discharges may periodically change dunng the term of this Contract, requmng
revisions in the SUO It is the intent of this Contract that the SUO be rewewed periodically by
Denton and revised m accordance wath the latest laws and regulations of federal and state
agencies having jurisdiction over wastewater treatment and d~scharges LCMUA agrees, upon
reasonable notice, to enact and enforce ordmancas or any amendments to the SUO, or any future
ordinances relating to industrial d~scharges, prohibited or controlled wastes, or Pretreatment
Reqmrements
9 3 Denton shall give written not,ce to LCMUA at least ninety- (90) days prior to
consideration by the Denton C~ty Council of any amendment of the SUO that amends a prows~on
of the SUO that applies to tbas Contract, or that adds a new prows~on to the SUO that Denton ~s
reqmred to apply to wastewater received by Denton under this Contract
9 4 LCMUA shall be responsible for glwng 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 consadered an amendment to th~s Contract and shall be attached hereto, showing the
amendment made LCMUA shall adopt and enfome such proposed ordinances or amendments
as soon as reasonably practicable after the effective date of the Denton ordinance or amendment,
prowded that LCMUA ~s properly notffied of the ordinance or amendment reqmred herein
9 5 LCMUA agrees that the quality of the wastewater discharged into the Denton System
shall be equal to or better than the qnahty standards estabhshed by Denton Ordinance No 93-
112, or to any amendment thereto adopted pursuant to Section 9 1
9 6 LCMUA shall reqmre all Significant Industrial Users within its jurisdiction that
ultimately discharge into the Denton System to apply for and obtmn a permit from LCMUA
allovang such discharge Such permit shall require Industrial Users to abate prolubited
substances from their discharge as a condition to discharging wastewater into the LCMUA
System The penmt application shall eontmn, as a munmum, the following
1 Name and address of discharger
2 Agent for discharger
3 Type of industry
4 Products produced or services rendered
5 Chemicals being stored and/or used
6 Antmipated da~ly wastewater flow rates
LCMUA shall provide Denton a copy of such apphcat~on and permit, if issued, wathin fourteen
(14) days after issuance
10 0 Title lo and Liability for D~_mn~es and Responsibility for Treatment and Disnosal of
Wastew~ter
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
LCMUA 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 LCMUA, 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 clmms, 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 LCMUA
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 entenng the Denton system becomes
the property of Denton
20
LCMUA agrees that it has an obligation to prevent infiltration and inflow into its system and
then into the Denton System LCMUA further agrees that all sewer connections watinn its
junsdleUon, winch ultimately enter the Denton System, will be constructed in accordance with
apphcable specifications and standards at least equal to those of the Denton System Further,
LCMUA covenants and agrees to mmntmn strict supervision and mamtenance of xts system to
reasonably prevent eonneetmns through winch surface drainage can enter the Denton System
LCMUA shall not make, nor shall it penmt to be made, any connection, wluch will contribute
storm water run-off from rmnwater, spouts, drmnage areas, streets, gutter drmn or other source of
' m
rmnwater into LCMUA s Syste
12 0 Assistance
12 1 In the event, LCMUA requests assistance with the LCMUA System, Denton may, at ~ts
option, assist LCMUA LCMUA agrees to pay Denton its actual costs incurred, including, but
not limited to, admimstratlon, labor and material expended, as documented by Denton Nothing
herem shall be construed to require Denton to assist LCMUA Such costs will be mvomed to
LCMUA and payment made wathm tbarty- (30) days after receipt of mvome Should the
LCMUA request a long term Operations and Mmntenance Contract for the LCMUA system,
then, m that event, a separate contract can be prepared
12 2 In the event, Denton requests assistance with the Denton system, LCMUA may, at its
option, assist Denton Denton agrees to pay LCMUA ~ts actual costs incurred, including, but not
limited to, admunstratton, labor and material expended, as documented by LCMUA Nothing
herein shall be construed to require LCMUA to assist Denton Such costs wall be invoiced to
Denton and payment made wttinn tinrty- (30) days after receipt of invoice
130
If requested by the D~rector, LCMUA, shall provide the followang data on an annual basis
A Actual number of Customer accounts dischargmg ~nto the Denton pmnt of entry
B
C
Classification of Domestac and Non-Domestm Accounts vathm ats servxce area by
number and pementage of accounts dtschargang mto the LCMUA System
Addtt~onal data wluch may assist Denton and/or LCMUA ~n developing methodology for
cost of service studies, planning smdtes for analyzing federal grants, and wholesale
system Impact Fees, prowded, however that Denton shall not request data that will
reqmre LCMUA to ~ncur unreasonable expenses m providing such data
14 0
Any nouce, commumcat~on, request, reply or advice herein prowded or penmtted to be gxven,
made or accepted by eather party to the other party must be ~n writing to
C~ty of Denton
Cay Manager
C~ty of Demon, Texas
215 East McKmney
Denton, Texas 76201
LCMUA
General Manager
Lake C~t~es Munmapal Utthty Authority
P O Box 355
Lake Dallas, Texas 75065
The parttes hereto shall pmwde not~ce ~n writing of any change that may occur m thear respective
addresses from t~me to t~me
15o
Complete records and accounts reqmred by each party hereto shall be kept for a period of five
(5) years Each party shall at all t~mes, upon notme, have the right at reasonable tames to
examine and ~nspect smd records and accounts during normal busaness hours, and further, ff
reqmred by any law, nde or regulatton, make smd records and accounts available to federal
and/or state auditors
Whenever, under the terms of this agreement, Denton ~s permitted to gave its written consent or
approval, Demon may g~ve or may refuse such written consent or approval and, af g~ven, may
restrict, hmat or eondmon such consent or approval in any manner at shall deem admsable,
however, consent vall not be unreasonably w~thheld
22
1~ 0 Wgwer~ Remed,Y~ Severnbfiit¥
16 1 No waiver by exther party hereto of any term or condition of th~s Contract shall be
deemed or construed to be a wmver of any other term, or condition, or subsequent waiver of the
same term or conchtlon
16 2 In addition to any other remedy as may be provided by law, this Contract shall be
specifically enforceable by the part, es hereto Venue for any action shall be in Denton County,
Texas This Contract shall be governed by the laws of the State of Texas
16 3 It is agreed that, in the event any term or provision herein contmned xs held to be invalid
by any court of competent junsdletlon, the mvahdlty of such term or provision shall in no way
affect any other term or provision contmned herein, further, flus Contract shall then continue in
full force and effect as if such invalid term or provision had not been contmned herein
17 0 Ownershin and Liability
17 1 Except as expressly provided herein, tins Contract shall not be construed to create any
type of joint or cqmty ownership of any property, any partnership or joint venture, nor create any
other property rights or habdmes LCMUA payments (whether past, present, or future) will not
be construed as granting to LCMUA any partial ownership of, prepmd capacity in, or equity in
the Denton System Provided however, LCMUA shall have the continuing right to receive the
services proxaded for herein under the terms of tins Contract
17 2 Contracts made and entered into by either LCMUA or Denton for the construction,
reconstruction or repmr of any Dehvery Facility shall ~nclude the reqmrement that the
independent contractor(s) must provide adequate insurance protecting both the LCMUA and
Denton as insured Such contract must also provide that the independent contractor(s) covenant
to indemnify, hold harmless and defend both the LCMUA and Denton agmnst any and all suits
or elanns for damages of any nature arising out of the performance of such contract
23
18 0 Comnhance with Permit Condittons
LCMUA acknowledges that Denton is the holder of discharge permits issued by the Umted
States of America and the State of Texas LCMUA agrees that it will comply with all permit
conditions m any way relating to ~ts collection system and any discharge tnto the Denton System
LCMUA agrees that m the event, a fine ~s assessed against Denton for any violation of any
permit condmon, and the molatlon is attributable to any act of omission or commission by
LCMUA, LCMUA will pay to Denton the mount of such fine If such fine is not attributable to
LCMUA, such f'me shall be paid by Denton
19 0 Tgrpa of Contract/Effective Date
The initial term of t!ms Contract shall be for twenty (20) years, and it shall be thereafter extended
m ten (10) year increments LCMUA may elect to terminate flus Contract by provlchng Denton
with a sm (6) month advance written notice, prowded that such terminaUon shall not be effective
until the end of Denton's fiscal year Denton may elect to terminate this Contract by providing
LCMUA w~th a six (6) month advance written not,ce, provided that LCMUA has extended its
sewerage colleeUon system to the Orchards Addition and is able to transport the wastewater to
the Upper Tnmty Regional ReclamaUon Facthty
20 0 Force Majeure
No party hereto shall be considered to be m default m the performance of any of the obhgat~ons
hereunder (other than obhgaUons of e~ther party to pay costs and expenses), if such fatlure of
performance shall be due to an uncontrollable force beyond the control of the part,es, including
but not hmlted to fmlure of facfl~ttes, flood, earthquake, tornado, storm, fire, hghtmng,
ep~demm, war, not, civil d~sturbance or d~sobed~ence, labor dispute, and action or non-actaon by
a failure to obtain the necessary authonzataons and approvals from any governmental agency or
authority or the electorate, labor or material shortage, sabotage, or restraint by a court order or
pubhc authority, which by the exercise of due dthgence and foresight such party could not have
reasonably been expected to avoid and which by exercise of due diligence ~t shall be unable to
24
ovemome Either party rendered unable to fulfill any such obligation shall exercise due
dfltgence to remove such inability wath all reasonable daspatch
In the event the proper operation of the Denton System, as a result of the above, reqmres Denton
to temporarily interrupt all or part of the serwces to LCMUA, no clmms for damage shall be
made by LCMUA against Denton Denton will exercise its best efforts to insure that such
interruptions will not adversely affect the health and welfare of the LCMUA's residents In the
event the proper operation of the LCMUA System, as a result of the above, requires LCMUA to
temporarily interrupt, reduce or increase flow to the Denton System, no claims shall be made by
Denton agmnst LCMUA
21 0 Wastewater Imuaet Fees
The Denton City Council has adopted "Impact Fees" by amending Chapter 26 "Utilities" of the
Code of Orrhnances, Ordinance No 98-301, providing for the Assessment of Such "Impact
21 1 On a quarterly basis, LCMUA agrees to pay to Denton a Wastewater System Impact Fee
for each new or enlarged connectton for Wastewater service made wtthln LCMUA's service area
served by the General Benefit Capital Facflit~as of the Denton System LCMUA agrees to place
quarterly tmpact fees received m an lnterest-beanng account and renut to Denton on a quarterly
basis the nnpact fees plus interest earned The Wastewater System Impact Fee to LCMUA 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 s~ze water meter made w~tlun the retml
service area of Denton, except as provided m subparagraph 21 6 of this Section Water meters
installed solely for lrngat~on purposes shall not be assessed a wastewater Impact Fee The
calculation of the Wastewater System Impact Fee shall be consistent with all applicable state and
federal regulations, including Chapter 395, Texas Local Government Code, or any amendment or
successor statute It shall include only those costs associated with wastewater system capital
expansions and capital maprovements identified by Ordinance No 98-301 or amendments of smd
Ordinance, necessary to provide serwce to new growth and development, and/or expanded
growth and development of existing Customers Nothing w~thln this Contract shall be deemed to
prevent eather Denton or LCMUA from charging thear own retml Customers an ~mpact fee m
excess of the wastewater system Impact Fee provaded for hereto
21 2 Denton agrees that all momes for Impact Fees rematted to ~t pursuant to thas section will
be placed m a separate anterest-beanng account to pay only for the cost of constmcung capital
~mprovements or facthty 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 wall not be used for operaUon and maintenance expenses Once expended on capital
projects, such funds and all anterest earned thereon wall be considered a "contnbutaon" for rate
setting purposes and shall not be included m the rate base for wholesale service or return on
anvestment calculation purposes Deprecmtaon expense will be based on the original cost of all
capital facthtaes both invested and contributed capatal, whtch factht~es are expected to be
replaced by Denton at a future date m order to mmntam servme
21 3 LCMUA shall provade to Denton such information that relates to the making of new
and~or ups~zed connections wathm ats 3unsdactaon as may be requested by the D~reetor, including
but not lmuted to bmkhng permits, wath each quarterly payment reqmred an th~s SecUon
21 4 Should Denton or LCMUA wmve any ~mpact fee due from a retml Customer for a new or
upsazed conneeUon to ats respectave system wattun ats junsdmUon, Denton or LCMUA shall pay
such ~mpact fee from other sources ~nto the fund mqmred for paying for the capatal
~mprovements
21 5 Denton agrees that only those capital improvements related to the wastewater system
ldentffied m Ordinance 98-301 or amendments of smd ordinance, shall be ~ncluded m the capaal
amprovements plan for the purpose of detenmmng Wastewater System Impact Fee, provided,
however, Denton may include other capatal ~mprovements for the purpose of determlmng impact
fees to tts own retail Customers
21 6 Prior to the adopUon of any land use assumpUons, capital ~mprovements, or Impact Fees,
the LCMUA shall be fumashed a copy of the proposed land use assumptions, capital
~mprovement plan or proposed Impact Fee at least thirty- (30) days prior to any scheduled
heal'lng 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
22 0 Termination
22 1 This Contract is not intended to specify an exclusive remedy for any default, but all such
other remechas (other than terun~tion) existing at law or in equity may be availed of by either
party and shall be cumulative Recogmzmg, however, that the fmlure 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 eqmtable remedy of mandamus
and specific performance, in addition to any other legal or eqmtable remedies (other than
termination) which may be avmlable The remedy of termination for default precluded by this
paragraph does not prohibit either Party from terminating tlus Agreemem for default In
accordance w~th the terms of this Agreement, or as otherwise specifically provided herein
22 2 Also this Contract may be terrmnated in whole or in part by the mutual consent of the
govermng bodies of LCMUA and the City of Denton Notwithstanding anything contmned
herein to the contrary, any material breach, as defined hereto, by either party hereto shall be
cause for temunatlon of tins Contract by the other Party in the manner set forth mttus Section
22 3 For fmlure to pay for undisputed costs for services rendered in accordance w~th this
Contract, Denton may terminate tins Contract sixty- (60) days following the date notice of
nonpayment is received by LCMUA, unless full payment is made by LCMUA vathm that nme
22 4 The terms and procedures set forth in Sections 22 2 and 22 3, while referring primarily to
Denton, shall be equally applicable to LCMUA Denton shall deliver to LCMUA mnety- (90)
days prior written notice of its mtentaon to so terminate this Contract if LCMUA finis to cure or
adjust such material breach, ~ncludmg m such notice a reasonable description of the breach In
the event LCMUA does not agree that a is in such breach, default or failure, LCMUA may
respond m writing for Danton's further rewew, or, m the alternative LCMUA may respond with
a plan of action for Denton's approval, wluch approval will not be unreasonably demed Denton
27
shall advise LCMUA in writing anmedmtely upon acceptance of the cure of any such breach If
wlthm smd mnety- (90) days LCMUA shall fro1 or refuse to cure such breach to the reasonable
satisfactaon of Denton, then and in such event, Denton shall have the right with six months
advance written additional not, ce to LCMUA, to declare flus Contract terminated In the event
of tcnmmmon of this Contract, all rights, powers, and privileges of LCMUA hereunder shall
cease and terminate The following breach, default or failure to perform a duty or obligation
shall be considered a material breach
a Failure to adopt and enforce any ordinance reqmred to be adopted and enforced
herein, if LCMUA has received notice as reqmred in Section 10 of flus
Agreement, or if by a Customer of LCMUA, the failure of LCMUA to take
reasonable steps to obtmn such action by Customer
b Makang any connection to the Denton system at any point except as provided xn
Section 2 2 hereof
c Fmlure to provide Denton ingress and egress for purposes of sampling and
operation and mamtanance of any metenng or any sampling facthty
d Fmlure to pemut any sampling of Wastewater as provided for herein
e, Foalure to mamtmn the quality of discharge as required in this Contract
f Foalure of LCMUA to comply with Section 10 hereof
g Fmlure of LCMUA to comply with Sectaon 21 hereof
h Failure of Denton to provide the services reqmrcd by this Contract or to carry out
its duties and responsibilities under flus Contract
22 5 In case of any other breach, default, or fmlure to perform duties under this Contract, not
addressed by Sections 22 3 or 22 4, Denton shall deliver to LCMUA s~xty- (60) day's advance
written not~ee of such breach In the event LCMUA does not agree that it is m such breach,
default or failure, LCMUA may respond in wmmg for Denton's further rewew, or in the
alternative LCMUA may respond with a plan of action for Denton's approval, winch approval
will not be nnreasonably demed LCMUA may tamely appeal Denton's determination of breach
or Denton's fmlure to approve its plan cure the alleged breach to the Utthty Account Review
Committee of the City of Denton, Texas, as provided for in the Denton Code of Ordinances,
Chapter 26
28
22 6 Any failure by Denton to terminate this Contract or the acceptance by Denton of any
benefits under flus Contract for any period of tune after such material breach, default, or failure
by LCMUA, shall not be detarmmed to be a wmver by Denton of any rights to terminate this
Contract for any subsequent material breach, default, or fmlure
22 7 Any fmlure by LCMUA to so ternunate this Contract, or the acceptance by LCMUA of
any benefits under ttus Contract, for any period of time after such material breach, default, or
fmlure by Denton, shall not be determined to be a wmver by LCMUA of any rights to terminate
this Contract for any subsequent material breach, default or failure
230 ~
23 1 Tlus Contract ~s subject to all applicable federal and state laws and any apphcable
permits, ordinances, or amendments adopted pursuant to Section 10 0 and any rules, orders, or
regulatmns of any state or federal governmental authority having or asserting jurisdiction
Notlung contained hereto shall be construed as a wmver of any right by either party to question
or contest any such law, ordmance, order, rule or regulation m any forum having jurisdiction
23 2 The parties hereto agree to make any changes m tlus Contract made necessary by any
amendment or revlmon to state or federal regulations
23 3 Upon prior notice by Denton, any duly authorized employee of Denton beanng proper
credentials and ldentfficatlon shall notify LCMUA of need for access to any premises located
vathln the LCMUA's boundary lumts or wlttun an area served by Argyle for the purpose of
inspections and observation, measurement, sampling and testing and/or audmng, in accordance
w~th the proxasmns of flus Contract LCMUA may elect to accompany the Denton
representative To the extent pemutted by law, Denton agrees to ~ndemmfy LCMUA and hold
LCMUA harmless for any damage or any mjury to person or property caused by the negligence
of such duly authorized employee while such employee ~s in the course and scope of h~s
employment
23 4 In each instance herein where reference is made to a federal or state regulaUon, it is the
intention of the pames that, at any given time the current federal or state regulation shall apply
If a publication or reference work referred to herein is discontinued or ceases to be the generally
accepted work in its field, or if conditlons 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 vahd rules and regulaUons pursuant thereto
23 5 Section heachngs m thts 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 defimng, hunting or amplifying the provisions hereof
23 6 Whenever any disputed matter hereto 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 medlatton shall serve on the other party a request in writing that such matter be
handled by med~ation LCMUA Representative and Director shall mutually agree in wnttng on
the selection of an lmpartxal mediator Such agreement shall be made within ten (10) days from
the date that the request for mediat~on ~s received If agreement is not reached on the selection of
the ~mpamal medmtor on or before the tenth (10th) day after the date that notice is received, the
Director shall munedmtely request a hst of seven qualified neutral mediators on the list If they
do not agree wtttun five (5) working days after the receipt of the list, LCMUA Representative
and Director shall alternate stoking a name from the list and the name remmmng shall be the
impartial mediator LCMUA Representative and Director shall mutually agree on a date for the
mediaUon The decision of the mediator shall not be final Mediation shall not in any event toll
any default period under the Contract, unless approved mutually in writing by Denton and
LCMUA
IN WITNESS WHEREOF, the Pames hereto have caused this Contract to be executed in
duphcate original counterparts, by their respective officers and officials, thereunto duly
authorized
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By
CITY OF DENTON, TEXAS
MICHAEL A CO~''~- - '~' '~D/~ty Manager
ATTESTED
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
ATTESTED
LAKE CITIES MUNICIPAL UTILITY AUTHORITY
~/~O~N~/ HAndS, General Manager
By
APPROVED AS TO LEGAL FORM
JAMES E SHEPHERD, ATTORNEY
L \CLI~TS\4 5999x5410\Wholesale Wastewatcr Treatment Contract LCMUA do
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