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HomeMy WebLinkAboutContract 24162 CITY SECRETARY CONTRACT NO. CONTRACT FOR THE SALE OF TREATED WASTEWATER EFFLUENT STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, the City of Fort Worth is the owner and operator of the Village Creek Wastewater Treatment Plant; and WHEREAS, the Links at Waterchase, L. L. C. desires to purchase treated wastewater effluent for use in the irrigation of a golf course; and WHEREAS, the Links at Waterchase, L. L. C. has determined that the discharge of treated wastewater effluent from the Village Creek Wastewater Treatment Plant is of such quality and character as to satisfy its needs. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the City of Fort Worth ("City") and The Links at Waterchase, L. L. C. ("Customer") agree as follows: Section 1. Definition of Terms: The following terms and expressions are used in this Contract, unless the context clearly shows otherwise, shall have the following meanings: 1.1 "Contract quality" means the specific quantitative upper or lower limits of concentrations or presence of certain specific criteria. For purposes of this Contract, Contract Quality shall mean quality equal to the quality required to be discharged by at the Point-of-Discharge, as issued by the Texas Natural Resource Conservation Commission ("TNRCC") or as such may be amended in the future. 1.2 "Facilities" shall mean the pump station, metering facilities and transmission line(s) necessary to transport the treated wastewater effluent to the Point of Discharge. 1.3 "Fiscal year' means the City's fiscal year that begins October 1 and ends September 30 of the next successive year. 1.4 "MGD" is an abbreviation for "one million gallons of water per day," and represents a rate of delivery, Which, if extended for a twenty-four (24) hour period, would result in a total quantity of exactly one million gallons (1,000,000). For expression of any given day, the twenty-four (24) hour period is assumed to begin at twelve o'clock midnight (12:00 a.m.) and extend through eleven fifty-nine (11:59) of that same calendar day. D CACNAL PE DRO cc�Tf S E(,C P E TA V1,41 1.5 "Point-of-delivery" or"Point—of-discharge" is the point shown on Exhibit "A" attached hereto and made a part hereof. 1.6 "Treated wastewater effluent" is that specified effluent water to be delivered and/or sold to Customer, regardless of quality at the time and location of delivery. 1.7 "Waste Discharge Permit No. 10494-13" is the permit and legal authority by which City is legally permitted to discharge treated wastewater, most recently and officially approved by the.TNRCC and any amendments thereto. Said permit is incorporated herein and made a part of this Contract by reference. Section 2. Connection to the Wastewater Transportation System; Construction of Facilities: Upgrade of Facilities. 2.1 Customer shall be responsible for the design of the Facilities necessary for the transportation of the treated wastewater effluent to the point of discharge. The design shall be subject to the review and written approval by the City. 2.2 City's approval of the design shall not be deemed to be an assumption of any liability or responsibility related to the design, it being the parties' intent that such approval only signifies approval of the general design concept of the facilities to be constructed. 2.3 Customer, at its sole cost and expense, shall be responsible for the construction of the Facilities necessary for the. transportation of the treated wastewater effluent to the point of discharge and to the holding pond to be constructed, save and except as provided for in section 2.7 hereof. Customer agrees to employ a contractor acceptable to the City. 2.4 Prior to any construction beginning, Customer shall provide to the City bond or other form of guaranty acceptable to the City to assure its performance of its obligations to construct and fully pay for the Facilities to be constructed hereunder. 2.5 Prior to any construction beginning, Customer shall require its contractor to provide a performance and payment bond in the full amount of the contract price executed by a corporate surety authorized to do business in the State of Texas and otherwise acceptable to the City. Said bonds shall name the City and Customer as dual obligees. 2.6 After completion of construction and acceptance by the City, City shall be responsible for the operation and maintenance of the Facilities. 2.7 City agrees to upgrade the existing reclaimed water pump station located as shown on Exhibit "A" attached hereto and the electrical wiring therein. LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 2 of 9 Section 3. Quantity, unit of measurement and charges. 3.1 Quantity. City agrees to sell and deliver wastewater effluent to Customer at the applicable Point of Delivery as provided in Section 1.4 hereof, or at any other Point or Points of Delivery as may be agreed upon between City and Customer. It is covenanted and agreed that in the future Customer shall have the sole responsibility, at its own cost and expense, for providing any additional pipelines and other facilities required for transporting the effluent from the City facilities to new or additional Point of Delivery. Customer agrees to take at its Point(s)-of-Delivery all water required for use by it pursuant to this Contract during the entire term of this Contract. 3.2 Service Area. Customer is permitted to use the wastewater effluent only within that area as shown on Exhibit "B" attached hereto. 3.3 Resale by Customer. Customer is prohibited from reselling any wastewater effluent purchased hereunder. 3.4 Quantity. The rate of delivery shall be controlled so that the maximum treated wastewater effluent delivered in one day shall not exceed 2.0 MGD. 3.5 Measurements. (a) City shall provide, operate, maintain, and read meter(s) that shall record wastewater effluent delivered to Customer. The principal measurement point for water taken by Customer shall be located near the designated Point of Delivery at a specific location to be designated by City and all meters and other related equipment shall be the property of the City. Measurement will be by standard totaling-indicating recording meters, which shall measure the water volume with an accuracy between the limits of ninety-five percent (95%) and one-hundred-five percent (105%) of true volume. (b) City shall keep accurate records of all measurement of wastewater effluent delivered under this Contract and the measuring devices and such records shall be open to inspection by Customer during reasonable business hours. Customer shall have access to the metering equipment at all reasonable times, but the reading, calibration, and adjustment thereof shall be done only by employees or agents of City. All readings of meters will be entered in ink upon bound journals maintained by City. Customer shall have access to such records during reasonable business hours and shall be furnished with monthly readings for each point of delivery metering facility. LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 3 of 9 (c) Not more than once each calendar year, City shall calibrate the meter(s). City shall give Customer notice of the time when any such calibration is to be made and Customer may be present to observe such calibration. (d) Upon any calibration, if it is determined that the accuracy envelope of such meter is found to be lower than ninety-five percent (95%) or higher than one hundred five percent (105%) expressed as a percentage of the full scale of the meter, the registration of the flow as determined by such defective meter shall be corrected for a period extending back to the time such inaccuracy began, if such time is ascertainable; or, if such time is not ascertainable, then for a period extending back one-half (1/2) of the time elapsed since the date of the last calibration, but in no event further back than a period of six (6) months. All meters will be properly sealed, and the seals shall not be broken unless representatives of both parties have been notified and given a reasonable opportunity to be present. If any meter used to determine the flow of wastewater effluent to Customer is out of service or out of repair so that the amount of wastewater effluent metered cannot be ascertained or computed from the reading thereof, the wastewater effluent delivered during the period such meter is out of service or out of repair shall be estimated and agreed upon by the parties hereto upon the basis of the best data available. The basis for estimating such flow includes, but is not limited to, extrapolation of past patterns of flow for said metering station under similar conditions. (e) Customer may, at its option and its own expense, install and operate a check meter to check the meter installed by the City. Such check meter shall be of standard make, and shall be subject to all reasonable times to inspection and examination by any City employee or agent, but the reading, calibration and adjustment thereof shall be made only by the Customer, except during any period when a check meter may be used under the provisions hereof for measuring the amount of wastewater delivered, in which case the reading, calibration and adjustment thereof shall be made by the City with like effect as if such check meter has been furnished or installed by the City. 3.5 Unit of Measurement. The unit of measurement for water delivered hereunder shall be 1,000 gallons of water, U. S. Standard Liquid Measure. 3.6 Charges: Billing. (a) The charges for the treated wastewater effluent to be sold hereunder shall be equal to seventy-five percent (75%) of the charge the City pays the Tarrant Regional Water Board for raw water, as such charge may change from time to time. The charge in effect at the time this Contract is executed is $0.58110 per 1,000 gallons; therefore the charge to Customer as of the date this contract is executed is $0.4358 per 1,000 gallons. LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 4 of 9 (b) All bills for the delivery of treated wastewater effluent shall be due and payable not more than thirty (30) days from the billing date. The bills will show current charges, as well as past-due charges, if any. Current charges shall be the amount due for treated wastewater effluent delivered since the prior billing period. Past-due charges shall be the total amount unpaid from all prior billings as of the current billing date. Payments received by Fort Worth shall first be applied to the past-due charges, if any, and thereafter to the current charges. Past due charges shall accrue interest at the rate of twelve percent (12%) per annum. Section 4. QUALITY. 4.1 General. The wastewater to be delivered by the City shall be treated wastewater effluent. Customer has satisfied itself that such treated wastewater effluent will be suitable for its use. Wastewater effluent delivered to the Customer shall be deemed to be sufficient and acceptable under the terms of this Contract if the quality, as measured and determined at the Point-of-Discharge meets the standards and criteria for a discharge at that point as required by the City's discharge permit. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION HEREIN. SPECIFICALLY, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. 4.2 Quality Modification. City and Customer may, in the future at any time, amend this Contract by written agreement approved and signed by the Parties hereto, to address modification of the wastewater effluent quality herein established. Section 5. Term; Option to Renew; Temporary Suspension; Termination. 5.1 The term of this Contract shall be 10 years, with one option to renew for an additional 10 years. Customer shall notify City in writing at least 6 months prior to the end of the initial term of its intention to renew, provided that all payments due hereunder are current. If the first option to renew is exercised, there shall be a second option to renew for an additional 10 years, subject to the right of the City to approve the request to renew or to request renegotiation of this Contract or to refuse the request for the second additional term. Customer shall notify City in writing of its intention to renew for the second 10 year term at least 6 months prior to the end of the first option term. City shall notify Customer within 30 days after receipt of the notice whether it desires to renegotiate the terms hereof or to reject the request to renew. Failure of the City to so notify Customer shall not create any obligation on the part of the City to provide treated wastewater effluent for the second option period; Customer shall acquire no rights to receive treated wastewater effluent in the event City fails to respond to Customer's request to exercise the second option period. LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 5 of 9 5.2 City may temporarily suspend the delivery of treated wastewater effluent at any time the quality of the effluent does not meet the minimum requirements established by the TNRCC for reused water. In such event, City will notify Customer by calling 817-927-1732 and advise the person answering the phone of such suspension and the estimated duration of the suspension. At such time as the cause for the suspension is cured, City will notify Customer that is it ready to resume delivery. 5.3 Customer may temporarily suspend or terminate this agreement at any time. For temporary suspension, Customer will notify City by calling 277-7591 and advising the person answering to cease the delive ry of the treated water effluent. Termination of the contract shall be effected in writing addressed to the Director, Fort Worth Water Department, 1000 Throckmorton, Fort Worth, Texas 76102. 5.4 City shall have the right to temporarily suspend delivery of treated wastewater effluent hereunder in the event Customer is delinquent for more than sixty (60) days in the payment of any bill. City shall have the right to*terminate this contract in the event Customer is delinquent for more than one-hundred twenty (120) days in the payment of any bill. Section 6. GENERAL PROVISIONS. 6.1 Title to all water supplied hereunder shall be in the City up to the Point of Delivery, at which point title shall pass to the Customer. Each of the parties hereto hereby agrees to save and hold the other party hereto harmless from all claims, demands, and causes of action which may be asserted by anyone on account of the transportation and delivery of the water while title remains in such party. 6.2 Wastewater effluent may only be used for irrigation purposes. Irrigation shall only be conducted on areas not occupied by the general public. 6.3 Signs shall be posted advising the general public that the area is irrigated with treated wastewater effluent and that care should be taken in placing objects to the mouth. 6.4 Customer shall comply with all state and federal rules, regulations and policies regarding water reuse. Customer agrees to indemnify, defend, and hold harmless City from any damage to person or property arising out of or in any way related to Customer's use of treated wastewater effluent under this Contract. 6.5 Prior to the delivery of any treated wastewater effluent hereunder, Customer shall grant to City an easement 10 feet in width within which the transmission line depicted in purple in Exhibit "A" will be located. LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 6 of 9 Section 7. FORCE MAJEURE. 7.1 General. If by reason of force majeure any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Contract, other than the obligation of the Customer to make the payments required under Section 3 of this Contract, then if such party shall give notice and full particulars of such force majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affected by such force majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government or the courts of the United States or the State of Texas, or any Civil or military authority insurrection, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply, and inability on the part of the City to deliver water hereunder for any such reason, or on account of any other causes not reasonably within the control of the party claiming such inability. 7.2 No damages shall be recoverable by Customer from the City by reason of the suspension of the delivery of treated wastewater effluent due to any of the causes above mentioned, and no failure of the City to meet any obligations by reason of Force Majeure shall relieve the Customer from its obligations to make payments required under the terms of this Contract. Section 8. NOTICES: STATE OR FEDERAL LAWS, RULES, ORDERS OR REGULATIONS. 8.1 Address and Notice. Unless otherwise provided herein, any notice, communication, request, reply, or advise (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made, or accepted by any party to any other party must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three (3) days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 7 of 9 If to the City, to: City of Fort Worth Director, Water Department P.O. Box 870 Fort Worth, Texas 76102 If to the Customer, to: Links at Waterchase Mr. Nick Martin 3113 South University Drive Suite 600 Fort Worth, Texas 76109 The parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days' written notice to the other party hereto. 8.2 Delivery Notice. Customer shall advise City of its need for delivery or temporary suspension of delivery by calling 277-7591 and advising the operator of such. 8.3 State or Federal Laws, Rules, Orders, or Reaulations. This Contract is subject to all applicable Federal and State laws and any applicable permits, ordinances, rules, orders, and regulations of any local, state or federal governmental authority having or asserting jurisdiction, but nothing contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule, or regulation in any forum having jurisdiction. 8.4 Assignment. This Contract shall not be assignable in whole or in part without the written consent of the City. City and Customer each bind itself and its successors and assigns to the other party with respect to all covenants of this Contract. Section 9. VENUE AND GOVERNING LAW. All amounts due under this Contract, including, but not limited to, payments due under this Contract or damages for the breach of this Contract, shall be paid and due in Tarrant County, Texas, which is the County in which the City is located. It is specifically agreed by the parties to this Contract that Tarrant County, Texas, is the place of performance of this Contract; and in the event that any legal proceeding is brought too enforce this Contract or any provision hereof, the same shall be brought in Tarrant County, Texas. The validity of this Contract and any of its terms or provisions, as well as the rights and duties hereunder shall be governed by the Laws of the State of Texas. LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 8 of 9 Section 10. SEVERABILITY. The parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses, or words of this contract or the application of such sections, subsections, provisions, clauses, or words to any situation or circumstance should be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or constitutions of the State of Texas or the United States of America, or in contravention of any such laws or constitutions, such invalidity, unconstitutionality, or contravention shall not affect any other sections, subsections, provisions, clauses or words to any other situation or circumstance, and it is intended that this Contract shall be severable and shall be construed and applied as if any such invalid or unconstitutional section, subsection, provision, clause, or word had not been included herein, and the rights and obligations of the parties hereto shall be construed and remain in force accordingly. IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this Contract to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first abovewritten,,which is the date of this Contract. ATTE9T UITYOF RTtRTH 6ity Secretary Mike Groomer Assistant City Manager Approved as to Form and Legality Assistan"ttity Attorney LINKS AT WATERCHASE, L.L.C. N is VaRimn',lf Tir5cto"r se, Contract Authorization S- [I -qs Date LINKS AT WATERCHASE SALE OF TREATED WASTEWATER EFFLUENT Page 9 of 9 City of Fort Worth, Texas co I C 0 Cation gor and UnC* 1 ',Lommunl Date Reference Number Log Name Page 8/11/98 **C-1692$ 1 6000LF 1 1 of I Subject CONTRACT WITH THE LINKS AT WATERCHASE L.L.C. TO PURCHASE WASTEWATER EFFLUENT TO IRRIGATE A GOLF COURSE AND GOLF TRAINING FACILITY RECOMMENDATION: It is recommended that the City Council authorize the City Manager to enter into a contract with the Links at Waterchase L.L.C. for the sale of wastewater effluent to irrigate a golf course and golf training facility. DISCUSSION: The Links at Waterchase L.L.C. is building a golf course and training facility just west of Village Creek and north of 1-30 within the city limits of Fort Worth. Water is needed for irrigation and wastewater effluent is available from the Village Creek Wastewater,Treatment Plant. The Links at Waterchase has agreed to design and build the infrastructure to transport the water to a receiving pond located on their property. The Water Department will upgrade and operate an existing pump station and maintain the facilities for delivery of water. The Links of Waterchase has agreed to pay a rate equivalent to 75% of the cost of the raw water rate paid by the City of Fort Worth to the Tarrant Regional Water District. The rate will change as the District's rate changes. The term of the contract will be for 10 years with two options to renew for an additional 10 years each. Volume will be up to 2 million gallons per day. As per requirement of the Texas Natural Resource Conservation Committee (TNRCC), the Links of Waterchase may not take water on occasion and the Water Department will have the ability to suspend delivery if the quality of the water does not meet regulatory requirements. FISCAL INFORMATION/CERTIFICATION: The Customer Service Division of the Water & Sewer Department will be responsible for the billing and collection for this service. MG-j Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) PE45 493112 0701000 APPR(NED Mike Groomer 6140 CITY COUNCIL Originating Department Head: Lee Bradley,Jr. 8207 (from) AUG i Additional Information Contact: City-`GcreEnry of the Lee Bradley,Jr. 8207 C44'0f r0tt Worth,T'4`117