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HomeMy WebLinkAboutContract 159021W k , Ar May 7, 1987 WHOLESALE WASTEWATER CONTRACT CITY SECRETAR GONTRACT W �TXZ STATE OF TEXAS § COUNTY OF TARRANT § This contract made and entered into this, the day of 1987, by and between the City of Fort Worth, Texas, a municipal corporation, acting herein by and through its City Manager, Douglas Harman, who is duly authorized so to act, hereinafter referred to as "Fort Worth," and the Town of Pantego, Texas, a municipal corporation, acting herein by and through its City Manager, Robert McDaniel, who is duly authorized so to act, hereinafter referred to as "Customer." WHEREAS, the public health, welfare and safety of the residents of Fort Worth and Customer require the development of adequate systems of sewage collection and disposal, the elimination of water pollution and the preservation of the water resources of the area; and WHEREAS, Fort Worth is 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, Fort Worth and Customer have an interest in maintaining and restoring the chemical, physical and biological integrity of waters and water resources and insuring the OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX x May 7, 1987 reduction of pollution in said waters and water resources, and planning the use, development, restoration, preservation and enhancement of said waters and water resources; and WHEREAS, Fort Worth and Customer have previously entered into a contract, being known as Fort Worth City Secretary Contract No. 6080, dated June 24, 1968, together with any and all amendments thereto dated February 25, 1974, December 17, 1976, and September 30, 1983, said contract and amendments, if any, providing for wastewater treatment services; and WHEREAS, Customer desires to continue to contract for wastewater treatment service and Fort Worth desires to continue to provide wastewater treatment service to Customer; and WHEREAS, Article 4413 (32c) (the Interlocal Cooperation Act) and Article 11185, §3 of the Revised Civil Statutes of Texas, authorizes Fort Worth and Customer to enter into this agreement; NOW, THEREFORE, Fort Worth and Customer, in consideration of the terms, covenants and conditions herein contained, hereby agree as follows: 1. Definitions When used in this contract, these terms shall be defined as follows: 1.1 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.). 2 May 7, 1987 1.2 Biochemical Oxygen Demand (BOD) - The quantity of oxygen utilized in the biochemical oxidation of organic matter specified by procedure in Standard Methods, and results expressed in terms of weight and concentration (milligrams per liter (mg/1)). 1.3 Calibration - Verification of primary measuring device and secondary instrumentation accuracy utilizing standard primary device procedures and calibration signals and/or a separate flow measurement instrument. 1.4 Customer System - The facilities of Customer used for pretreatment, collection and transportation of wastewater to the point of entry. 1.5 Delivery facilities - All facilities necessary for the transmission of wastewater to the Fort Worth System that are on the Customer's side of the point of entry that are constructed specifically to allow Fort Worth to serve Customer. 1.6 Director - The Fort Worth Water Department Director or his designee. 1.7 Domestic accounts - Single-family and residential duplex dwellings served by one meter. This definition is used only in the context of determining billing on a per -connection basis. 1.8 Fort Worth Expense - Expenses incurred by Fort Worth related to the wastewater utility, such expenses to be 3 May 7, 1987 allocated as a System Cost if so determined in future cost -of -service studies. 1.9 Fort Worth System - Fort Worth's wastewater collection and treatment system. 1.10 General benefit capital facilities - Wastewater facilities that provide utility services and benefits common to all customers; this includes wastewater treatment facilities, metering and sampling facilities, control systems and appurtenances, and all major collectors and interceptors that are eighteen inches (18") and greater in diameter. 1.11 Indirect Discharge - The discharge or the introduction of industrial wastes from any source regulated under Section 307(b) or (c) of the Act, (33 U.S.C. 1317), into the Fort Worth System (including holding tank waste discharged into the system). 1.12 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). 1.13 Industrial wastes - All water -borne solids, liquids or gaseous substances resulting from industrial, manufacturing or food processing operations, or from the development of a natural resource, or any mixture of these with water or domestic sewage. 1.14 Infiltration - Water that has migrated from the ground into the wastewater system. 4 May 7, 1987 1.15 Inflow - Water other than wastewater that enters a sewerage system (including sewer service connections) from sources such as, but not limited to, roof leaders, cellar drains, yard drains, area drains, drains from springs and swampy areas, manhole covers, cross connections between storm sewers and sanitary catch basins, cooling towers, storm waters, surface runoff, street wash waters or drainage. Inflow does not include, and is distinguished from, infiltration water. 1.16 Liquid Waste - The water -borne solids, liquids, and gaseous substances derived from certain sources including, but not limited to, grease trap, septic tank, chemical toilet waste and sand trap waste. 1.17 Metering and sampling facility - The meter, meter vault, and all metering and telemetry equipment required to measure and/or sample wastewater flows of the Customer at point of entry or other such locations, as may be mutually agreed upon in writing. 1.18 Non -domestic account - Commercial, industrial, multi -family or other accounts that are not considered domestic accounts. This definition is used only in the context of determining billing on a per -connection basis. 1.19 Non -metered area - Areas within the Customer's corporate or certificated boundaries that generate wastewater that do not drain into a part of the Customer System for which 5 May 7, 1987 wastewater flow is measured by an approved metering and sampling facility. 1.20 Point of entry - The metering facility or, where no metering facility is utilized, the point of connection to the Fort Worth System, unless otherwise mutually agreed upon in writing. 1.21 Pretreatment - The reduction of the amount of pollutants, the elimination of pollutants, or the alteration of the nature of pollutant properties in wastewater to a less harmful state prior to or in lieu of discharging or otherwise introducing such pollutants into a Publicly Owned Treatment Works. The reduction or alteration can be obtained by physical, chemical or biological processes, or process changes by other means, except as prohibited by 40 CFR Section 403.6(d). 1.22 Pretreatment requirements - Pollutant concentration discharge limitation and reporting requirements stipulated in Fort Worth Ordinance No. 8895 and any amendments thereto, and the Customer's Code, as hereinafter amended, and Federal Pretreatment Standards promulgated by the U.S. Environmental Protection Agency. 1.23 Significant industrial user - Any industry which discharges industrial wastes directly or indirectly into the Fort Worth System or Customer System that: discharges 25,000 gallons per day or more of industrial wastes; 0 May 7, 1987 - is subject to the National Pretreatment Standards: Categorical Standards of the U.S. Environmental Protection Agency; or, has a reasonable potential, in the opinion of the Director, to adversely affect the Fort Worth System due to discharge of wastewater with abnormally high strength or limited and/or prohibited substances. 1.24 Standard methods - Those testing or analysis procedures as prescribed in the then 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 Wastewaters, or as will otherwise comply with procedures specified in state and federal discharge permits held by Fort Worth. 1.25 System cost - Operating expenses and capital related costs incurred by Fort Worth pursuant to the provision of wastewater collection and treatment service to the wholesale class of sewer customers. Such costs are to be collected by Fort Worth as a component of the annual cost of providing wholesale wastewater service. 1.26 System Access Fee - A capital contribution (impact fee, capital recovery fee, system development charge) which represents a proportional capital cost of general benefit capital facilities capacity, less depreciation, outstanding debt, and 7 May 7, 1987 appropriate contributions paid to Fort Worth, required to provide service for new connections, whether located within the jurisdictional limits of Fort Worth or Customer. 1.27 Total Suspended Solids (TSS) - Solids, measured in mg/l, that either float on the surface of, or are in suspension in, water, wastewater or other liquids, and which are largely removable by a laboratory filtration device. Also referred to as Total Non -Filterable Residue. 1.28 Wastewater - All liquid or water -carried waste products from whatever source derived, together with such ground water infiltration and surface water inflow as may be present, whether treated or untreated, which is discharged into or permitted to enter into the Fort Worth System. The words "wastewater" and "sewage" are interchangeable. 2. Connection to the Fort Worth S sy tem 2.1 Fort Worth hereby grants to Customer, upon compliance with the terms and conditions contained herein, permission to connect its System to the Fort Worth System. 2.2 Fort Worth agrees to accept all wastewater from Customer at the point(s) of entry as designated on Exhibit "A", attached hereto and incorporated herein, and at such additional points as may later be mutually agreed upon in writing signed by both parties hereto. 2.3 The cost of all delivery facilities necessary to convey wastewater to the designated points of entry, whether shown on 0 May 7, 1987 Exhibit "A" or mutually agreed upon at a later date, together with the cost of connection of the Customer System to the Fort Worth System, with the exception of metering and sampling facilities, shall be borne by Customer. In the event Fort Worth requests Customer to increase the size of any such delivery facility, the difference in the cost of the delivery facility as designed by Customer and the cost of the delivery facility as requested by Fort Worth shall be at Fort Worth's expense and may be allocated as a system cost if so determined in future cost -of -service studies. 2.4 Unless mutually agreed to in writing by Fort Worth and Customer, Customer shall be responsible for the design, contracting, construction and financing of delivery facilities and acquisition of any necessary rights -of -way and easements to and from such facilities. All designs, materials and specifica- tions shall conform to Fort Worth's requirements as a minimum. Plans and specifications for any delivery facility which actually connects to the Fort Worth System shall be submitted to the Director for written approval. Such approval shall not be unrea- sonably withheld. No construction shall begin until such approval has been given. Customer agrees that Fort Worth has the right to make periodic inspections during the construction phase of the delivery facilities. Final acceptance of such facility from the point of connection up to and including the metering and sampling 9 May 7, 1987 facility is subject to the inspection and written approval of the Director. 2.5 After the date of this contract, Customer agrees not to provide service to or contract or subcontract with any new customer whose need for wastewater service would exceed 500,000 gallons per day without written notice to the Director. 3. Maintenance of Customer S sy tem Customer agrees to maintain its system in good condition and to make repairs in a timely manner. Fort Worth shall not have any responsibility or liability now or ever for the operation of the Customer System, except as agreed to in writing by the parties hereto. 4. Maintenance of Fort Worth System Fort Worth agrees to maintain its system in good condition and to make repairs in a timely manner. Customer shall not have any responsibility or liability now or ever for the operation of the Fort Worth System, except as otherwise provided herein. 5. Metering and Samplinq Facilities 5.1 Beginning on the effective date of this contract, Fort Worth shall have the exclusive right to use, operate, and maintain Customer metering and sampling facilities and Fort Worth shall become solely responsible for the operational and maintenance responsibilities associated with these facilities. Customer will continuously provide a route of ingress and egress to said metering and sampling facilities for Fort Worth. Fort 10 May 7, 1987 Worth shall have the discretion to construct improvements, expansions, and replacements to said facilities as a system cost and at the timing of Fort Worth's needs subject to the review by Customer of all proposed construction, expansion, and replacement plans. Customer will also grant and provide to Fort Worth such permits or easements as are necessary for the continuous operation and maintenance of all metering and sampling facilities. All such costs incurred by Fort Worth for operation, maintenance, construction, expansion, and replacement of Customer metering and sampling facilities shall be considered system costs. 5.2 Unless otherwise agreed to by both parties in writing, Fort Worth shall have the option to construct Customer metering and sampling facilities not currently in existence. All construction costs, including, but not limited to, site acquisition and preparation, design and engineering, construction and equipment for such facilities, together with the costs of necessary easements and rights -of -way, shall be system costs, including any and all necessary modifications to accommodate a complete initial installation satisfactory to Fort Worth. If Customer constructs new metering and sampling facilities, Customer may either transfer ownership of such newly constructed facilities, together with all necessary access easements and rights -of -way to Fort Worth in a form satisfactory to Fort Worth or may grant to Fort Worth the right of ingress and egress to 11 r a May 7, 1987 such facilities, together with the authority to operate and maintain the facilities as specified in Section 5.1, within sixty (60) days of such completion. Thereafter, Fort Worth shall operate and maintain the facilities as a system cost and treat any ownership transfer as a contribution for rate purposes, but same shall not be an indicia of equity ownership. 5.3 Expenses incurred by Fort Worth for the operation and maintenance of Customer metering and sampling facilities shall be system costs and shall include, but not necessarily be limited to, the following: A. Cost of electricity at the facility; B. Cost of the initial 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 calibration; D. Cost of parts, materials and supplies required for repairs, calibrations and upgrading of the facilities; E. Labor cost plus fringe benefits and indirect costs for repairs, calibrations and upgrading of the facilities; F. Maintenance of ingress and egress and meter facility site. 5.4 Replacement of facilities described in this section or equipment therein occasioned as a result of obsolescence due to age,excessive maintenance, growth or other reasons as determined by the Director shall be a system cost. Any replacement facility 12 9 May 7, 1987 or equipment therein shall comply with Fort Worth's standards and specifications. 5.5. Upon expiration or termination of this agreement by either party, Fort Worth shall transfer to Customer ownership of any property easements, metering and sampling facilities and rights -of -way conveyed to Fort Worth pursuant to the terms of this Section 5. 6. Rights -of -Way Customer shall grant, without charge to Fort Worth, such easements and rights -of -way along public highways or other property owned by Customer, as requested by Fort Worth, in order to construct or maintain mains or facilities within the corporate limits of Customer to provide wastewater collection to Customer and to other areas. Upon notice from Customer and at Fort Worth expense, Fort Worth will move such wastewater mains or facilities located in such street right-of-way, or other property owned by Customer when reasonably necessary to the performance of essential governmental duties by Customer. Fort Worth shall grant, without charge to Customer, such easements and rights -of -way along with public highways or other property owned by Fort Worth, as requested by Customer, in order to construct and maintain wastewater mains or facilities within Fort Worth to provide wastewater collection to Customer. Upon notice from Fort Worth and at Customer's expense, Customer will move such wastewater mains or facilities when located in such street 13 May 7, 1987 rights -of -way or other property owned by Fort Worth when reasonably necessary to the performance of essential governmental duties by Fort Worth. All work done by or on behalf of Fort Worth under this paragraph will be performed in accordance with specifications equal to those applying to work of a similar nature performed within Fort Worth, but neither party hereto will be required to restore the other's property to a condition exceeding its original condition, unless otherwise mutually agreed in writing. Fort Worth and Customer agree to coordinate the location of the mains and/or facilities in the other's easements and rights -of -way in order to prevent further conflicts insofar as reasonably practicable. 7. Metering and Samplinq 7.1 All flow discharged into the Fort Worth System by Customer shall be metered, unless specifically agreed to by both parties in writing. Should both parties agree in writing that metering is not possible, the agreed upon method for determining the volume shall include an adjustment for infiltration and inflow. 7.2 If, in the judgment of the Director, the sewage generated within one or more areas of the Customer cannot be accurately measured by an approved type of metering station, then the charge for sanitary sewer service within that drainage area will be made on a per -connection basis. In such cases, the volume of sewage for billing purposes will be determined by 14 May 7, 1987 adding the product derived from multiplying the number of domestic accounts within the area times 10,500 gallons to the sum total metered water of all non -domestic accounts within the area. The total volume so derived each month will be used as the basis for calculating the total sewer charges due each month for that drainage area and such charges will be added to any other charges, if any, based on metered connections. For all such non -metered areas, Customer will be responsible for providing data each month on the number of domestic accounts and the metered water volume of all non -domestic accounts. This data will be provided by Customer to Fort Worth no later than the 5th of each calendar month. 7.3 Customer shall have access to the metering and sampling facilities at all reasonable times; provided, however, that any reading, calibration or adjustment to such metering equipment shall be done by employees or agents of Fort Worth, or other mutually approved third party calibration agent, in the presence of representatives of Customer and Fort Worth, if so requested by Customer. Notification of any proposed tests shall be provided to the Customer at least seventy-two (72) hours prior to such tests being conducted. 7.4 All readings of meters will be entered in ink upon bound journals maintained by Fort Worth. Customer shall have access to such records during reasonable business hours and shall be 15 May 7, 1987 furnished with monthly totalizer readings for each point of entry metering and sampling facility. 7.5 Fort Worth shall calibrate and routinely service the meters no less than once during each six (6) month period. Copies of the results of such calibration and all related information shall be provided to Customer. Fort Worth shall notify the Customer at least seventy-two (72) hours in advance of the date and time for any calibration and Customer may observe, if so desired. 7.6 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. 7.7 If any meter used to determine volume from Customer is out of service or out of repair so that the amount of wastewater metered cannot be ascertained or computed from the reading thereof, the wastewater delivered through the period such meter is out of service or out of repair shall be estimated and 16 May 7, 1987 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. In the event that the parties hereto cannot agree on the extrapolated estimate of wastewater volume delivered, agreement on the flow volume will be determined by third party arbitration. 7.8 Fort Worth shall periodically determine the quality of the wastewater at the metering and sampling facilities or other agreed upon sampling points for the purposes of billing for the strength of the wastewater. The sampling and testing shall normally occur at such frequency as determined by the monthly flow of sewerage, as outlined in the sampling table below: Customer Flow Monitoring (million qallons per month) (times per year) 80 and more 3 Greater than 50 and less than 80 2 50 or less 1 To determine the quality of the wastewater, Fort Worth shall collect twenty-four (24) hour flow -weighted composite samples for a period of not less than five (5) consecutive twenty-four (24) hour periods. Fort Worth will provide Customer with a minimum of seven (7) day advance notification of intent to sample, or such 17 May 7, 1987 notification as is sufficient to allow Customer to arrange the services of a qualified laboratory. If, at the request of Customer or at the request of the Director, more extensive monitoring is desired, such additional monitoring shall be paid for by the party making the request and shall be done in compliance with Section 7. If Customer requests such additional monitoring, Fort Worth shall invoice Customer and payment shall be made within ten (10) days after receipt of invoice. The notification required in this section shall include the planned dates, times, and location(s) of sampling. Fort Worth shall analyze the samples collected in accordance with standard methods. Customer may be present during the initial setup of sampling equipment and at the time of pickup for each twenty-four (24) hour composite sample. Fort Worth agrees, if requested, to split said wastewater samples with Customer. 7.9 If in the opinion of the Director, compliance monitoring is required, the Director may order that additional monitoring be performed with or without prior notice to Customer. Said compliance monitoring is to be in addition to the periodic sampling set forth in Section 7.8. All information obtained as a result of such compliance monitoring shall be provided to the Customer upon request. Fort Worth will provide notice of such compliance monitoring to Customer within a reasonable time thereafter. w May 7, 1987 7.10 If Customer disputes Fort Worth results of analyses and the parties hereto cannot settle such dispute, such dispute will be determined by third party arbitration. 7.11 Costs incurred by Fort Worth under this section will be considered to be a system cost. 8. Rates and Charges 8.1 Wholesale wastewater rates will be based upon cost -of - service rate studies performed by independent utility rate consultants as described herein. The independent utility rate consultant shall be selected by Director from a list of five highly qualified firms submitted by the Wastewater System Advisory Committee. The cost of such studies will be a system cost. All cost -of -service studies shall be conducted utilizing the utility cost basis of determining revenue requirements applicable to the wholesale customer class. 8.2 The cost -of -service for the wholesale class shall include allocated reasonable and necessary operation and maintenance expense, depreciation expense and a fair and reasonable return on allocated capital facilities. To determine the allocation and distribution of costs to the wholesale customer class, the independent utility rate consultant shall consider at least the following factors: total volume, rate of flow, wastewater quality, metering, and customer -related costs such as accounting, billing, and monitoring. Capital -related costs will consist of depreciation expense and return on 19 May 7, 1987 original cost rate base. On a periodic basis as determined by the Director the depreciation rates on all general benefit capital facilities shall be studied, and new salvage values, useful lives, and annual rates of depreciation shall be developed from such studies. The rate base shall consist of all allocated capital facilities, net of depreciation and appropriate contributions, and shall include construction work in progress, a reasonable allowance for working capital, and a reasonable inventory of materials and supplies necessary for the efficient operation of the Fort Worth System. On a periodic basis as determined by the Director, a cash "lead -lag" study shall be conducted to determine the appropriate level of working capital at the same time as the above depreciation rate study is done. Records of the original cost and the accumulated depreciation of all capital facilities shall be maintained in the Fort Worth Fixed Asset Tracking System. These records shall be available for inspection at the Fort Worth Water Department during reasonable business hours upon request by Customer. 8.3 Fort Worth shall be allowed an adequate opportunity to earn a reasonable rate of return. The return shall be sufficient to assure confidence in the financial soundness of the utility, shall be adequate to maintain and support its credit, shall enable it to raise the money necessary for the proper discharge of its public duties, and shall be equal to the weighted average PXII May 7, 1987 imbedded cost of outstanding debt plus one -and -one-half percent (1 1/2%). 8.4 Every three (3) 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 adjustments. Such adjustments should allow for year- end trending and the spreading of non -recurring expenses over an appropriate benefit period. The first test year shall be October 1st, 1986, through September 30th, 1987, and the first detailed cost -of -service study shall be performed by an independent utility rate consultant during the first two (2) calendar quarters of 1989, based on audited data for the immediate past fiscal year ended September 30, 1988. On a three (3) year cycle thereafter, a complete detailed rate study will be performed with the same methodology used in the previous rate study by an independent utility rate consultant. Thereafter, changes in the methodology will be allowed if recommended by a majority of the Wastewater System Advisory Committee, such majority defined by any combination of Customers contributing a total of more than fifty percent (50%) of the wholesale sewage flow in the immediate past fiscal year, and approved by the Fort Worth City Council. In the interim period between complete detailed rate studies, wholesale wastewater rates shall be adjusted by Fort Worth using the same methodology adopted at the time of the last complete 21 May 7, 1987 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 in cost data which may have occurred since the last audited statement. 8.5 The initial rates for this contract shall be those approved by the Tarrant County Mayor's Council on April 27, 1987, and adopted by the Fort Worth City Council on May 7, 1987, and are as follows: Volume Charge $0.3374 per 1000 gallons BOD Strength Charges $0.0683 per pound of BOD TSS Strength Charges $0.0417 per pound of TSS Monthly Billing Charges $27.00 8.6 Bills for wastewater treatment and disposal service shall be rendered to wholesale Customers monthly by Fort Worth. All such bills shall be due and payable by each Customer 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 wastewater collection, treatment and disposal service provided since the prior billing period. Past -due charges shall be the total amount unpaid from P*a May 7, 1987 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. 8.7 If Customer disputes a bill and is unable to resolve the difference informally, Customer shall notify the Director in writing. If the Director and Customer are unable to resolve the disputed bill, agreement on the bill will be determined by third party arbitration. Dispute of a bill is not grounds for non-payment. In the event a payment is not paid as specified in this agreement, a finance charge of ten percent (10%) per annum will be calculated from the date which the payment was required to be made. In the event the bill established by arbitration is less than the disputed bill, then the amount found to be incorrect will be credited to the Customer's account together with an interest charge of ten percent (10%) per annum calculated from the date payment of the disputed bill was received. 8.8 The parties hereto agree that services obtained pursuant to this contract are essential and necessary to the operation of Customer's waterworks and wastewater facilities and that all payments made by each Customer hereunder shall constitute reasonable and necessary operating expenses of Customer's waterworks and wastewater systems within the meaning of Article 1113, Vernon's Annotated Texas Statutes, and the provisions of any and all ordinances of Customer authorizing the issuance of 23 May 7, 1987 any revenue bond issues of Customer which are payable from its waterworks and wastewater systems. 8.9 Customer agrees, throughout the term of this agreement, to fix and collect such rates and charges for wastewater service to be supplied as will produce revenues in an amount equal to at least (i) all of operation and maintenance expenses of such system, including specifically its payments under this agreement; and (ii) all other amounts as required by law and the provisions of the ordinances or resolutions authorizing its revenue bonds or other obligations now or hereafter outstanding, including the amounts required to pay all principal of and interest on such bonds and other obligations. 8.10 Customer specifically agrees to adopt and maintain in effect for the life of this contract an ordinance providing for a user charge system in full accord with relevant EPA regulations. 9. Industrial Connection and Monitoring 9.1 Customer agrees that it will not permit any significant industrial user within its jurisdiction to connect directly or indirectly either to its system or to the Fort Worth System without at least thirty (30) days' prior written notification to the Director of such intent to connect. Customer shall provide the Director with such information pertaining to volume and composition of flow as may be requested by the Director. 9.2 Customer agrees to conduct any and all monitoring, sampling and inspection of Customer System and industrial users 24 May 7, 1987 as necessary to insure that industrial waste introduced into the Customer System meets the quality standards set out in Section 10.2 hereof. Upon request to Customer, a representative of Fort Worth will be permitted to observe Customer's collection of samples from industrial users, and Customer agrees to furnish Fort Worth separate duplicate samples for independent testing, and, upon request, to provide the Director sample analysis results and pretreatment records. 9.3 Customer agrees that Fort Worth shall have the right to sample wastewater at all points of entry and such other locations as may be mutually agreed to in writing by both parties for the purpose of determining the volume and quality of wastewater entering the Fort Worth System. Customer agrees to disconnect from its system any industrial user found to be in violation of allowable discharges or who refuses access to its facilities for the purpose of sampling wastewater being discharged into the Customer System; provided, however, that said disconnected industrial user shall be afforded the same rights, privileges of appeal a:"a deficiency cure periods as are industrial users operating within Fort Worth's jurisdiction. 9.4 Following notice to the Customer by Fort Worth, Customer grants to Fort Worth the right to enter Customer's jurisdiction if Fort Worth determines that questionable discharges or prohibited discharges are entering the Fort Worth System emanating from the Customer System. Customer agrees to assist 25 May 7, 1987 Fort Worth in locating and eliminating such prohibited discharges. 10. Wastewater Quality 10.1 Customer agrees that on or before thirty (30) days from date of execution of this contract it shall enact and cause to be enforced an ordinance enabling Customer to enforce within its jurisdiction regulations governing industrial waste that are at least as stringent as the provisions of the current Fort Worth Ordinance No. 8895 and any necessary and reasonable amendments thereto, (attached hereto and marked as Exhibit "B" and made a part hereof for all intents and purposes) and state and applicable federal regulations relating to 1) discharged substances; 2) prohibited discharges; 3) pretreatment requirements; 4) industrial discharge permitting system; and 5) industrial self -monitoring reports. Customer agrees to enact and enforce ordinances or any amendments to Ordinance No. 8895, or any future ordinances relating to industrial discharges, prohibited or controlled wastes or pretreatment requirements and such amendments and future ordinances shall become incorporated as additional exhibits to this contract; provided, however, Fort Worth shall provide Customer with a copy of such proposed ordinances or amendments at least sixty (60) days prior to the presentation of such ordinances or amendments to the Fort Worth City Council during which time Customer shall have an opportunity to review same. Customer shall adopt and enforce such proposed 26 May 7, 1987 ordinances or amendments no later than the effective date of the Fort Worth ordinance or amendment. 10.2 Customer agrees that the quality of the wastewater discharged into the Customer System shall be equal to or better than the quality standards established by Fort Worth Ordinance No. 8895, or any amendment adopted pursuant to Section 10.1. 10.3 Customer shall require all significant industrial users within its jurisdiction that ultimately discharge into the Fort Worth System to apply for and obtain a permit from Customer allowing such discharge. Such permit shall require industrial users to abate prohibited substances from their discharge as a condition to discharging wastewater into the Customer System. The permit application shall contain, as a minimum, the following: 1. Name and address of discharger; 2. Agent for discharger; 3. Type of industry; 4. Products produced or services rendered; and 5. Chemicals being stored and/or used. Customer shall provide Fort Worth a copy of such application and permit, if issued, within fourteen (14) days after issuance. 11. Resale of Wholesale Wastewater Services 11.1 Customer may provide wastewater services to wholesale customers upon the recommendation of the Wastewater System Advisory Committee with prior written notice to and consent from the Director, said consent not to be unreasonably withheld. 27 May 7, 1987 Customer shall provide the Director a copy of the proposed contract with its wholesale customer as part of Customer's written notice to the Director. 11.2 If Customer provides wastewater services to wholesale customers, Customer shall require its wholesale customers to comply with Sections 9, 10 and 28 of this contract and to enact and enforce any and all necessary ordinances. 12. Infiltration and Inflow Customer agrees that it has an obligation to prevent infiltration and inflow into its System and then into the Fort Worth System. Customer further agrees that all sewer connections within its jurisdiction which ultimately enter into the Fort Worth System will be constructed in accordance with applicable specifications and standards at least equal to those of the Fort Worth Water Department. Further, Customer covenants and agrees to maintain strict supervision and maintenance of its System to prevent connections through which surface drainage can enter ultimately into the Fort Worth System. Customer shall not make, nor shall it perwit to be made, any connection which will contribute storm water run-off from rainwater spouts, rainwater areas, streets, gutter drain or other source into its sanitary sewer system. 13. Sludge Disposal Customer recognizes the importance of utilizing sludge in a timely and proper manner. Customer will cooperate with Fort Worth W May 7, 1987 in any environmentally sound sludge utilization program meeting federal and state standards within the area served by Customer. 14. Wastehaulers Customer agrees to adopt the North Central Texas Council of Government's model ordinance, or one similar to it, regulating liquid wastehaulers within Customer's service area. At a minimum, such ordinance shall require liquid wastehaulers to be permitted and provide for a manifest system. Further, said ordinance shall prohibit the introduction of liquid waste into the Customer System, directly or indirectly. 15. Assistance 15.1 In the event Customer requests assistance with its System, Fort Worth may, at its option, assist Customer. Customer agrees to pay Fort Worth its actual costs incurred, including, but not limited to, labor and material expended. Nothing herein shall be construed to require Fort Worth to assist Customer. Such costs will be invoiced to Customer and payment made within ten (10) days after receipt of invoice. 15.2 In the event Fort Worth requests assistance with its System, Customer may, at its option, assist Fort Worth. Fort Worth agrees to pay Customer its actual costs incurred, including, but not limited to, labor and material expended. Nothing herein shall be construed to require Customer to assist Fort Worth. Such costs will be invoiced to Fort Worth and payment made within ten (10) days after receipt of invoice. 29 May 7, 1987 16. Payment and Finance Charge The parties hereto agree that the failure to make any payments within the times provided for herein results in additional cost to the party to be paid; therefore, the parties agree that any payment required herein not made within thirty (30) days of the billing date shall be subject to a finance charge of ten percent (10%) per annum to be calculated from the date which the payment was required to be made. 17. Reports and Records If requested by the Director, and/or Customer, the other party shall provide quarterly the following data: A. Actual number of customer accounts discharging directly or indirectly into the Fort Worth System and/or Customer System within its service area; B. Classification of domestic and nondomestic accounts within its service area by number and percentage of accounts discharging directly or indirectly into the Fort Worth System and/or Customer System within its service area. C. Additional data which may assist Fort Worth and/or Customer in developing methodology for cost of service studies, planning studies for analyzing federal grants, and system access fees; provided, however, that neither party shall request data that will 30 May 7, 1987 require either party to incur unreasonable expenses in providing such data. 18. Notices Any notice, communication, request, reply or advice herein provided or permitted to be given, made or accepted by either party to the other party must be in writing to: City of Fort Worth: Water Director City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Customer: City Manager Town of Pantego 1614 S. Bowen Road Pantego, Texas 76013 The parties hereto shall indicate in writing any change that may occur in Pach respective addresses from time to time. 19. Inspection and Audit Complete records and accounts required to be maintained by each party hereto shall be kept for a period of five (5) years. Each party shall at all times, upon notice, have the right at reasonable times to examine and inspect said records and accounts during normal business hours; and further, if required by any 31 May 7, 1987 law, rule or regulation, make said records and accounts available to federal and/or state auditors. 20. Consent 20.1 Whenever, under the terms of this agreement, Fort Worth is permitted to give its written consent or approval, Fort Worth, in its discretion, may give or may refuse such written consent or approval and, if given, may restrict, limit or condition such consent or approval in any manner it shall deem advisable; however, consent will not be unreasonably withheld. 21. Waiver, Remedy, Severability. 21.1 No waiver by either party hereto of any term or condition of this agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 21.2 In addition to any other remedy as may be provided by law, this agreement shall be specifically enforceable by the parties hereto. Venue for any action shall be in Tarrant County, Texas. 21.3 It is agreed that, in the event any term or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such term or provision shall in no way affect any other term or provision contained herein; further, this agreement shall then continue as if such invalid term or provision had not been contained herein. 32 May 7, 1987 22. Ownership and Liability 22.1 No provision of this agreement shall be construed to create any type of joint or equity ownership of any property, any partnership or joint venture, nor shall same create any other rights or liabilities and Customer payments (whether past, present, or future) will not be construed as granting Customer partial ownership of, pre -paid capacity in, or equity in the Fort Worth System. 22.2 Liability for damages arising out of the transportation, delivery, reception, treatment, and/or disposal of all wastewater discharged into the Fort Worth System shall remain in the Customer, together with title thereto, until such wastewater passes through the point of connection to the Fort Worth System, at which time liability for such damage shall pass to Fort Worth, save and except that title to any prohibited discharge and any liability therefor shall not pass to Fort Worth unless such prohibited discharge originated in the Fort Worth System. Further, the parties hereto agree to indemnify, 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, that may 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. If such liability for damages is not attributable to a specific customer or Fort Worth, such liability becomes a Fort Worth expense. 33 May 7, 1987 22.3 Contracts made and entered into by either Customer or Fort Worth for the construction, reconstruction or repair of any delivery facility shall include the requirements that the independent contractor(s) must provide adequate insurance protecting both the Customer and Fort Worth as insured. Such contract must also provide that the independent contractor(s) covenant to indemnify, hold harmless and defend both the Customer and Fort Worth against any and all suits or claims for damages of any nature arising out of the performance of such contract. 23. Compliance with Permit Conditions Customer acknowledges that Fort Worth is the holder of discharge permits issued by the United States and the State of Texas. Customer agrees that it will comply with all permit conditions in any way relating to the collection system and the discharge into the collection system. Customer agrees, that in the event a fine is assessed against Fort Worth for any violation of any permit condition, and the violation is attributable to any act of omission or commission by Customer, to indemnify Fort Worth and pay to Fort Worth the amount of such fine. If such fine is not attributable to a specific customer, such fine becomes a Fort Worth expense. 24. Life of Contract The life of this contract shall be thirty (30) years from the date of its execution and thereafter shall be subject to renegotiation between the parties hereto. 34 May 7, 1987 25. Force Majeure No party hereto shall be considered to be in default in the performance of any of the obligations hereunder (other than obligations of either party to pay costs and expenses) if such failure of performance shall be due to an uncontrollable force beyond the control of the parties, including but not limited to, the failure of facilities, flood, earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute and action or non -action by a failure to obtain the necessary authorizations and approvals from any governmental agency or authority or the electorate, labor or material shortage, sabotage, or restraint by a court order or public authority, which by the exercise of due diligence and foresight such party could not have reasonably been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Either party rendered unable to fulfill any obligation by reason of an uncontrollable force shall exercise due diligence to remove such inability with all reasonable dispatch. In the event the proper operation of the Fort Worth System, as a result of the above, requires Fort Worth to temporarily interrupt all or part of the services to Customer, no claims for damage shall be made by Customer against Fort Worth. Fort Worth will exercise its best efforts to insure that such interruptions 35 May 7, 1987 will not adversely affect the health and welfare of Customer's residents. 26. Termination This agreement may be terminated in whole or in part by the mutual consent of Customer and Fort Worth. Notwithstanding anything contained herein to the contrary, any material breach by either party hereto to perform any of the duties or the obligations assumed by such party hereunder or to faithfully keep and perform any of the terms, conditions and provisions hereof shall be cause for termination of this agreement by Fort Worth in the manner set forth in this paragraph. Fort Worth shall deliver to Customer ninety (90) days prior written notice of its intention to so terminate this agreement if Customer fails to cure or adjust such material breach, including in such notice a reasonable description of the breach. If within said ninety (90) days Customer shall fail or refuse to cure such default to the satisfaction of Fort Worth, then and in such event, Fort Worth shall have the right with six months advance written additional notice to Customer and without any liability whatsoever on the part of Fort Worth to declare this agreement terminated. In the event of termination of this agreement, all rights, powers, and privileges of Customer hereunder shall cease and terminate and Customer shall make no claim of any kind whatsoever against Fort Worth, its agents or representatives, by reason of such termination or any act incident thereto, provided Fort Worth 36 May 7, 1987 acted reasonably and such termination was not unreasonable, arbitrary and capricious. Fort Worth shall advise Customer in writing immediately upon acceptance of the cure of any default. The following breach, default or failure to perform a duty or obligation shall be considered to be a material breach: a. Failure to adopt and enforce any ordinance required to be adopted and enforced herein; b. Failure to make any payment of any bill, charge or fee as provided for in this agreement; C. Making any connection to the Fort Worth system at any point except as provided in Section 2.2 hereof; d. Failure to provide Fort Worth ingress and egress for purposes of sampling and operation and maintenance of any metering or any sampling facility; e. Failure to provide Fort Worth rights -of -way as required herein; f. Failure to permit any sampling of wastewater as provided for herein; 9. Failure to disconnect industrial users of Customer pursuant to Section 9.3; h. Failure to maintain the quality of discharge as required in Sections 10.2 and 10.3; 37 May 7, 1987 i. Failure of Customer to comply with Section 11.2 hereof; j. Failure of Customer to comply with Section 23 hereof. In the event of any other nonmaterial breach, default or failure to perform duties under this agreement, Fort Worth shall deliver to Customer sixty (60) days advance written notice of such default. If Customer fails to cure such breach, default or failure, then Fort Worth shall give Customer written notice of such failure to cure and may surcharge Customer Five Thousand Dollars ($5,000) per month until such time as Customer cures such nonmaterial default. Any failure by Fort Worth to so terminate this agreement or the acceptance by Fort Worth of any benefits under this agreement for any period of time after such material breach, default or failure by Customer shall not be determined to be a waiver by Fort Worth of any rights to terminate this agreement for any subsequent material breach, default or failure. Any failure by Customer to so terminate this agreement or the acceptance by Customer of any benefits under this agreement for any period of time after such breach, default or failure by Fort Worth shall not be determined to be a waiver by Customer of any rights to terminate this agreement for any subsequent material breach, default or failure. W May 7, 1987 27. Regional Wastewater Authority In the event Fort Worth is designated as a regional wastewater authority or agency by a duly authorized regulatory body, or if Fort Worth should elect to contract with or assign this contract to a regional wastewater authority to provide all or part of the services covered by this agreement, the parties hereto agree that any such regional wastewater authority may, by way of assignment of this agreement, assume the same obligations and receive the same benefits as Fort Worth. Customer hereby grants to Fort Worth the specific right to assign this agreement subject to the provisions of this section. 28. S stem Access Fees 28.1 Customer agrees to pay to Fort Worth on a quarterly basis a charge for each new or enlarged connection for wastewater service made within Customer's jurisdiction served by the Fort Worth system, with the first payment being due on October 31, 1987 to include charges incurred through September 30, 1987. The charge to Customer for such connections shall be based upon the size and type of connection and shall be equal to the charge imposed for the same size and/or type of connection made within the jurisdiction of Fort Worth. The charge for each size and/or type of new connection shall be equal to those as contained in Fort Worth Ordinance No. 9853, Wastewater System Facility Access Fees, or any amendment thereto. 28.2 Fort Worth agrees that all monies remitted to it pursuant to this section will be placed in a separate account to OR May 7, 1987 be used exclusively for treatment plant and meter and sampling system general benefit improvements, and will not be used for operation and maintenance expenses or collection system improvements. Such funds and all interest earned thereon will be considered a "contribution" for rate setting purposes only. 28.3 Customer shall provide to Fort Worth such information that relates to the making of new and/or enlarged connections within its jurisdiction as may be requested by the Director, including but not limited to building permits, with each quarterly payment required in this section. 28.4 Fort Worth will cause to be deposited into the proper revenue account the appropriate charge as provided for in Fort Worth Ordinance No. 9853, or any amendment thereto or any future ordinance for each new or enlarged connection for wastewater service made within Fort Worth's jurisdiction. 28.5 There is hereby created and established a Wastewater System Access Fee Advisory Committee whose purpose shall be to consult with and advise Fort Worth, through the Wastewater System Advisory Committee, on matters pertaining to the methodology of calculating access fees and amendments to Fort Worth Ordinance No. 9853. Said Committee shall be composed of nine (9) members, three (3) of which shall be members of, and appointed by, the Fort Worth City Council. The remaining six (6) members shall be members of the City Council of Customers and shall be appointed by the Tarrant County Mayor's Council. The Chairman of said 40 May 7, 1987 committee shall be a Fort Worth member elected by the membership of the committee at its first, annual called meeting. All committee members shall serve terms of one year but may be reappointed by the appropriate bodies for subsequent terms. On an annual basis beginning with the first meeting of the calendar year the committee shall consider adjustments to the access fee amounts and the administration of such charges and make recommendations, through the Wastewater System Advisory Committee, for amendments or adjustments to Fort Worth City Ordinance No. 9853. 29. Wastewater System Advisory Committee Customer's governing body shall annually appoint a representative to be a voting member of the Wastewater Advisory Committee which Committee is hereby created and established and whose purpose shall be to consult with and advise Fort Worth, through the Director, on matters pertaining to planning, improvements, grants, rate studies, budgets, administration, and additional wholesale customers, whether same be wholesale customers of Customer or Fort Worth. Said Committee, at its first meeting, shall elect a Chairman, Vice -Chairman and Secretary. The Committee may establish bylaws governing the election of officers, meeting dates and other matters pertinent to its functioning. 41 May 7, 1987 30. Effective Date This contract, together with all terms and conditions and covenants, shall be effective June 1, 1987. 31. Miscellaneous 31.1 This agreement terminates and supersedes that certain contract(s) known as City of Fort Worth City Secretary Contract No. 6080, 7874, 13326, and 9076. 31.2 This agreement is subject to all applicable federal and state laws and any applicable permits, ordinances, or amendments adopted pursuant to Section 10.1 rules, orders and regulations of any 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. 31.3 The Customer agrees to abide by any changes in this agreement made necessary by any amendment or revision to state or federal regulations. 31.4 Upon prior notice by Fort Worth, any duly authorized employee of Fort Worth bearing proper credentials and identification shall notify Customer of need for access to any premises located within Customer's city limits or served by Customer as may be necessary for the purpose of inspections and observation, measurement, sampling and testing and/or auditing, in accordance with the provisions of this contract. Customer may elect to accompany the Fort Worth representative. To the extent 42 May 7, 1987 permitted by law, Fort Worth agrees to indemnify Customer for any damage or injury to person or property caused by the negligence of such duly authorized employee while such employee is in the course and scope of his employment. 31.5 In each instance herein where reference is made to a federal or state regulation, it is the intention of the parties that, at any given time, the current federal or state regulation shall apply. If a publication or reference work referred to herein is discontinued or ceases to be the generally accepted work in its field, or if conditions change, or new methods or processes are implemented by Fort Worth, new standards shall be adopted which are in compliance with state and federal laws and any valid rules and regulations pursuant thereto. 31.6 Fort Worth must comply with all federal, state and local government requirements to obtain grants and assistance for system design, system construction and studies. Customer agrees to assist Fort Worth in compliance by setting adequate rates, establishing proper user charges and complying with governmental requirements. 31.7 Section headings in this agreement are for convenience only and do not purport to accurately or completely describe the contents of any section. Such headings are not to be construed as a part of this agreement or any way defining, limiting or amplifying the provisions hereof. 43 May 7, 1987 31.8 Whenever any disputed matter herein is to be specifically determined by the use of an arbitrator, the following procedure is to be followed. The party requesting that the dispute be settled by arbitration shall serve on the other party a request in writing that such matter be handled by arbitration. Customer and Director shall mutually agree in writing on the selection of an impartial arbitrator. Such agreement shall be made within ten (10) days from the date that the request for arbitration is received. If an agreement is not reached on the selection of the impartial arbitrator 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 arbitrators from the American Arbitration Association of the Federal Mediation and Conciliation Service, or their successor in function. The Customer and Director may mutually agree on one of the seven arbitrators on the list. If they do not agree within five (5) working days after the receipt of the list, Customer and Director shall alternate striking a name from the list and the name remaining shall be the impartial arbitrator. Customer and Director shall mutually agree on a date for the arbitration hearing. The decision of the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 44 May 7, 1987 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective officers thereunto duly authorized. ATTEST � CITY OF FORT WORTH By: f l / 4/, d� FOgT�ad City Secretary �;°°°°° oo9�dd CiMana r �o PV8 °=d d�nIl nEopSQ"pp APPROVED AAS/ TO FORM AND LEGALITY: Date: City Attorney ATTEST---' TTEST• TOWN 9F)PANTEGO By: Town Secretary City Manager APPROVED AS TO FORM AND LEGALITY: Attorney Contract Authorization Date Date: 45 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX AR I ibLK. 5LK I" 5,07 o �--aoo .0. 0* -, V , \-1. I k I 'OF - PANT PANTEGO METER 1-4 , \-1. I k I 'OF - PANT PANTEGO METER 1-4