HomeMy WebLinkAboutContract 46852 CITY SECRETAW
STATE OF TEXAS § CONTRACT NO. -4350-1
COUNTIES OF TARRANT §
PARKER,DENTON §
AND WISE §
THIS AGREEMENT is made and executed by and between the City of Fort Worth,
Texas, a municipal corporation situated in Tarrant, Parker, Denton and Wise Counties, Texas,
hereinafter called the "City", acting herein by and through Fernando Costa, its duly authorized
Assistant City Manager, and NewGen Strategies and Solutions, hereinafter called the
"Consultant," acting herein by and through David Yanke, its duly authorized President.
WHEREAS, the City has entered into several Wholesale Wastewater Contracts with
various customer cities; and
WHEREAS, these Wholesale Wastewater Contracts expire between April 30, 2017
and December 21, 2017; and
WHEREAS, the City desires to hire a professional firm knowledgeable and
experienced in reviewing, negotiating and drafting wholesale wastewater contracts; and
WHEREAS, on or about February 12, 2015, the City issued aRequest for Proposals to
Review and Assist with Negotiating New Uniform WholesalejW,aterCQJntracts (RFP); and
WHEREAS, the Consultant submitted a Response to the RFP and made a presentation
to the City regarding its capabilities, desire and offer to provide such services; and
WHEREAS, the Contractor has represented that it is knowledgeable and experienced in
reviewing,negotiating and drafting these types of contracts; and
WHEREAS, the City has determined that the Consultant is the most qualified firm to
represent the City in the reviewing, negotiating and drafting of the new Wholesale Wastewater
Contracts.
NOW, THEREFORE, that for and in consideration of the mutual covenants and
agreements herein contained, the parties hereto do hereby covenant and a ollows:
SECTION 1. OFFICIAL RECORD
DEFINITIONS CITY SECRETARY
FT. WORTH, TX
In this Agreement, the following words and phrases shall be defined as fo
City's Representative means the Director of the Water Department or his designee.
Agreement means this Agreement and the City's Request for Proposal to Review and Assist
with Negotiating New Uniform Wholesale Wastewater Contracts dated February 12, 2015, the
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Consultant's response to the RFP and all its addenda, attached as exhibit "A", and all other
attachments.
Customer City means those governmental entities who have entered into a fully executed
contract for the sale of treated wastewater, as known as the Wholesale Wastewater Contract,
with the City.
Deliverable Document means a report, photograph, electronic file, or an invoice that shows the
completion of one of the work tasks and/or subtasks. Electronic files shall be in Word, Excel,
Autocad, or similar software and shall be provided as requested by the City.
Notice to Proceed means the letter issued by the City that authorizes Consultant to begin work.
It also authorizes future invoices to be paid.
Subcontract means a contract between the Consultant for this project and another person or
company for any complete task defined in the scope of work. A purchase order is also
considered a subcontract.
Wholesale Wastewater Contracts means those contracts for the sale of wastewater, service
entered into by and between a Customer City and the City.
SECTION 2.
SCOPE OF SERVICES
Consultant shall provide professional services for the review, negotiation and drafting of a new
Wholesale Wastewater Contract. These professional services shall be performed in accordance
with the terms in this Agreement and the RFP entitled "Scope of Services". If there is a conflict
between the terms of this Agreement and the terms of the Consultant's Response, the terms of
the Agreement shall prevail. Specifically but not limited to, Consultant shall perform the
following services:
A. Review the existing Wholesale Wastewater Contract(s) for compliance with federal,
state and local laws pertaining to wastewater utilities, wastewater usage,
conservation, treatment, and environmental concerns and other matters.
B. Review the existing Wholesale Wastewater Contract(s) for completeness and
compliance with wastewater utility standards, contractual arrangements, cost of
service study methodologies, cost recovery and allocation of capital improvements
and upgrades, procedures to resolve billing disputes and other matters related to
providing wastewater service on a wholesale basis.
C. Develop strategies, recommendations and contractual language to address the issues
and concerns listed in the RFP.
D. Contrast and compare the existing Wholesale Wastewater Contract with those of
other wastewater utilities.
E. Submit recommendations for modifications to bring the new Wholesale Wastewater
Contracts into compliance with any item(s)noted above and described in the RFP.
Wholesale Wastewater Contract with NewGen
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F. Submit any other professional recommendations relating to the form and substance
of the Wholesale Wastewater Contract and the issues cited in in the RFP.
G. Assist the City in negotiations with Customer Cities on terms and conditions of the
new Wholesale Wastewater Contracts.
H. Conduct periodic status meetings with the City's staff and designated
representatives.
I. Provide timely and periodic reports to the City's staff and designated representatives
on progress.
J. Attend meetings with the City's staff and designated representatives and Customer
Cities as necessary to review, discuss and facilitate any modifications to the
Contract.
SECTION 3.
TIME OF PERFORMANCE
The term of this Agreement shall begin June 16, 2015 and shall terminate on September 30,
2017 or when the Consultant has completed its work under this Agreement, whichever date is
soonest. All modifications to this Agreement must be made by written amendment.
SECTION 4.
COMPENSATION TO THE CONSULTANT AND METHOD OF PAYMENT
As compensation for the services provided by Consultant, in accordance with the terms of this
Agreement, the City agrees to pay the Consultant on the basis of the hourly rates set forth in
exhibit `B", in an amount not-to-exceed $199,675.00. This amount shall constitute full and
complete compensation for the Consultant' s services under this Agreement, including all
expenditures made and expenses incurred by the Consultant in performing such. Upon
completion of the final draft of the new Wholesale Wastewater Contract acceptable to the City,
the Consultant shall assist the City, at the City's direction, in contract negotiations up to the
funds remaining of the aforementioned not-to-exceed amount. Consultant shall not be required
to furnish services or incur expenses above $199,675.00 without written authorization and
additional funding from the City. The Consultant shall notify the City, in writing, when ninety
percent(90%) of the total not-to-exceed amount has been invoiced.
Such compensation shall be paid to the Consultant in monthly installments upon submission of
statements, together with supporting data indicating the progress of the work and services
performed for the month immediately preceding. Invoices will be due upon receipt and payable
within thirty (30) days, subject to certification by the Director of the Water Department, or his
authorized representative, that such work has been performed and the expenses have been
incurred. Such certification shall not be unreasonably withheld or delayed.
Reimbursable expenses are part of the not-to-exceed amount and include, but are not
necessarily limited to subcontractor expenses, travel, report production and other out-of-pocket
expenses, which shall be paid based upon actual cost, supported by such documentation as the
City may reasonably request.
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SECTION 5.
OUTSIDE LEGAL COUNSEL
Consultant may utilize its own legal counsel to assist in Consultant's completion of its scope
of work. However, such counsel shall not advise the City, not draft legal documents unless
that outside legal counsel has been approved by the City Attorney and City Council pursuant
to Chapter VI of the City Charter.
SECTION 6.
PROFESSIONAL RESPONSIBILITY AND WARRANTY
Consultant shall perform services consistent with the skill and care ordinarily exercised by other
professional consultants under similar circumstances at the time services are performed, subject
to any limitations established by City as to degree of care, time or expense to be incurred or
other limitations of this Agreement. Consultant further represents that it will perform all
services under this Agreement in a safe, efficient and lawful manner using industry accepted
practices, and in full compliance with all applicable state and federal laws governing its
activities and is under no restraint or order which would prohibit performance of services under
this Agreement.
SECTION 7.
ESTABLISHMENT AND MAINTENANCE OF RECORDS
Records shall be maintained by the Consultant at its place of business with respect to all matters
covered by this Agreement. Such records shall be maintained for a period of three (3) years
after receipt of final payment under this Agreement.
SECTION 8.
AUDITS AND INSPECTIONS
The Consultant agrees that the City shall, until the expiration of three (3) years after the final
payment under this Agreement have access to and the right to examine any directly pertinent
books, documents, papers and records of the Consultant involving transactions relating to this
Agreement. The Consultant agrees that the City shall have access during normal working hours
to all necessary Consultant facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
The Consultant further agrees to include in all its subcontracts hereunder a provisions to the
effect that the subcontractor agrees that the City shall,until the expiration of three(3) years after
the final payment and directly pertinent books, documents, papers and records of such
subcontractor, involving transactions to the subcontract, and further, that City shall have access
during normal working hours to all subcontractor facilities, and shall be provided adequate and
appropriate work space, in order to conduct audits in compliance with the provisions of this
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article, and shall give subcontractor reasonable advance notice of intended audits.
SECTION 9.
INDEMNITY AND LIMITATION OF LIABILITY
CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD
HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND
AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS,
PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS,
SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S
FEES AND EXPENSES, IN ANY WAY TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS.
SECTION 10.
COMPLIANCE WITH LAWS
In providing the scope of services outlined herein, the Consultant shall comply with all
applicable laws, ordinances, and codes of the Federal, State and local governments known to
the Consultant, or which should have been known to Consultant in accordance with applicable
professional standards of care.
Consultant certifies that on the day work is to commence under this Agreement and during the
duration of the Agreement, it shall have and maintain current valid and appropriate federal and
state licenses and permits necessary for the provision of services under this Agreement.
Contractor also certifies that if it uses any subcontractor in the performance of this Agreement,
that such subcontractor shall have and maintain current valid and appropriate federal and state
licenses and permits necessary for the provision of services under this Agreement.
SECTION 11.
NON-DISCRIMINATION
During the performance of this Agreement, Consultant agrees not to discriminate against any
employee or applicant for employment because of race, religion, color, sex or national origin,
except where religion, sex or national origin is a bona fide occupational qualification reasonably
necessary to the normal operation of the Consultant. Consultant agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth the
provisions of the non-discrimination clause.
Consultant also agrees that in all solicitations or advertisements for employees placed by or on
behalf of this Agreement, that Consultant is an equal opportunity employer.
Notices, advertisements, and solicitations placed in accordance with federal law, rule or
regulation shall be deemed sufficient for the purpose of meeting the requirements of this
Wholesale Wastewater Contract with NewGen
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section.
SECTION 12.
SBE GOALS
Consultant hereby commits to 15% SBE participation on this Agreement. Monthly reporting is
required to the City of Fort Worth. Proof of payment for all invoices from SBE firms will be
required.
SECTION 13.
MODIFICATION
No modification of this Agreement shall be binding on Consultant or the City unless set out in
writing and signed by both parties. Modifications shall be in the same format as the final
specification showing the change or addition of a task, project schedule, deliverable
document(s), and schedule of payments.
SECTION 14.
PERSONNEL
The Consultant represents that it has, or will secure at its own expense, all personnel required in
performing all of the services required under this Agreement. Such personnel shall not be
employees of or have any contractual relationships with the City.
All the services required hereunder will be performed by the Consultant or under its supervision
and all personnel engaged in the work shall be qualified and shall be authorized or permitted
under state and local law to perform such services.
SECTION 15.
ASSIGNABILITY
Neither party hereto shall assign, sublet or transfer its interest herein without prior written
consent of the other party, and any attempted assignment, sublease or transfer of all or any part
hereof without such prior written consent shall be void.
SECTION 16.
DEFAULT
If Consultant fails to begin work herein provided for within the time specified above, or to
complete such work within the time specified above, within the true meaning of this
Agreement, City shall have the right to take charge of and complete the work in such a manner
as it may deem appropriate. If City exceeds the costs detailed in the attached documents, City
may deliver to Consultant a written itemized statement of the total excess costs, and Consultant
shall reimburse City for such excess costs without delay.
If, at any time during the term of this Agreement, the work of Consultant fails to meet the
Wholesale Wastewater Contract with NewGen
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specifications of the Agreement Documents, City may notify Consultant of the deficiency in
writing. Failure of Consultant to correct such deficiency and complete the work required under
this Agreement to the satisfaction of City within ten (10) days after written notification shall
constitute default, and shall result in termination of this Agreement. All costs and attorneys fees
incurred by City in the enforcement of any provision of this Agreement shall be paid by
Consultant.
The remedies provided for herein are in addition to any other remedies available to City
elsewhere in this Agreement and by law.
SECTION 17.
TERMINATION BY CITY
The City may terminate this Agreement for its convenience at any time by giving at least ten
(10) days notice in writing to the Consultant. In the event of termination pursuant to this
paragraph, Consultant shall be entitled to receive payment for all work completed or in
progress, and for costs reasonably incurred to close out its project services. Compensation is to
include fees, expenses, and liabilities to subcontractors or other third parties for work completed
or for the work done in progress of completion at the time of termination. Consultant will make
reasonable attempts to cancel all such liabilities in order to mitigate the cost to the City. If this
Agreement is terminated due to the fault of the Consultant, Section 16 hereof relative to
termination shall apply.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for
any payments due hereunder, City will notify Consultant of such occurrence and this Agreement
shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
SECTION 18.
INSURANCE
Consultant shall maintain at its own expense the following insurance:
1. Commercial General Liability(CGL)
$1,000,000 each occurrence
$2,000,000 aggregate limit
2. Workers' Compensation
Statutory limits
Employer's liability
$100,000 each accident/occurrence
$100,000 Disease- each employee
$500,000 Disease-policy limit
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3. Automobile Liability
$1,000,000 each accident on a combined single limit basis
Split limits are acceptable if limits are at least:
$250,000 Bodily Injury per person/
$500,000 Bodily Injury per accident/
$100,000 Property Damage
4. Errors & Omissions (Professional Liability)
$1,000,OOOper claim and aggregate
The certificate of insurance shall document the City of Fort Worth, its' Officers, Employees
and volunteers as an "Additional Insured" on all liability policies except for Workers'
Compensation and Professional Liability policies.
The certificate of insurance shall provide thirty days (30) notice of cancellation or non-
renewal.
Example: "This insurance shall not be cancelled or non-renewed, until after thirty(30)
days prior written notice has been given to the City of Fort Worth.
The certificate shall be signed by a agent authorized to bond coverage on behalf of the
insured, be complete in its entirety, and show complete insurance carrier names as listed in
the current A.M. Best Property& Casualty Guide.
All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City
of Fort Worth.
The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. Except for workers' compensation, all insurers must have a minimum rating of A-:
VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
If insurance policies are not written for specified coverage limits, an Umbrella or Excess
Liability insurance for any differences is required. Excess Liability shall follow form of the
primary coverage.
Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If
coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with
or prior to the date of the contractual agreement and the certificate of insurance shall state
that the coverage is claims-made and the retroactive date. The insurance coverage shall be
maintained for the duration of the contractual agreement and for five (5) years following
completion of the service provided under the contractual agreement or for the warranty
Wholesale Wastewater Contract with NewGen
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period, whichever is longer. An annual certificate of insurance submitted to the City shall
evidence such insurance coverage.
Policies shall have no exclusions by endorsements, which nullify the required lines of
coverage, nor decrease the limits of said coverages unless such endorsements are approved in
writing by the City. In the event a contract has been bid or executed and the exclusions are
determined to be unacceptable or the City desires additional insurance coverage, and the City
desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by
the cost of the premium for such additional coverage plus 10%.
Certificates of Insurance shall be furnished to the City upon the request of the City.
SECTION 19.
SEVERABILITY
If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in
whole or part, the remaining portions of this agreement shall remain in effect.
SECTION 20.
VENUE
Should any action, whether real or asserted, at law or in equity, arise out of the terms of this
Agreement, venue for said action shall be in Tarrant County, Texas.
SECTION 21.
MISCELLANEOUS
This Agreement and all attachments represents the entire understanding between the City and
the Consultant in respect to the Project, supersedes any and all prior written or oral negotiations
of agreements between the parties, and may only be modified in writing signed by both parties.
SECTION 22.
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NOTICES
All written notices to the respective parties shall be sent by registered mail and be addressed as
follows:
CITY OF FORT WORTH CONSULTANT
Mr. Fernando Costa NewGen Strategies and Solutions
Assistant City Manager David Yanke, President
1000 Throckmorton 'LD Executive Center Dr# �r5k
Fort Worth, TX 76102-6311 Austin, TX 78731
SECTION 23.
CAPTIONS
The captions of this Agreement are for informational purposes only and shall not in any way
affect the substantive terms and conditions of the Agreement.
SECTION 24.
CONFLICTS
Consultant represents to the City that it has made full disclosure in writing of any existing or
potential conflicts of interest related to the services to be performed hereunder. Consultant
further warrants that it will make prompt disclosure in writing of any conflicts of interest that
develop subsequent to the signing of this Agreement.
SECTION 25.
PROHIBITION OF ASSIGNMENT
Neither party hereto shall assign, sublet or transfer its interest herein without the prior written
consent of the other party, and any attempted assignment, sublease or transfer of all or any part
hereof without such prior written consent shall be void.
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Signature Page for NewGen Contract
EXECUTED on this, they day o , 2015.
NewGen Strategies an S utions: City of Fort Worth,Texas:
David Yanke Fernando Costa
President Assistant City Manager
,--,j U(\, 7-h-T b
Date Date
Approval Recommended
Witness Jo Carman, Director
Fc6t Worth Water Department
APPROVED AS TO FORM AND
LEGALITY:
lJA
Christ R. Lopez-R lds
VOR r Sr. Assistant City Attorney
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OFFICIAL RECORD Contract Authorization ,
CITY SECRETARY � I ' Lo
FT- WORTH, TX
Date
Wholesale Wastewater Contract with NewGen
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Wholesale Wastewater Contract with NewGen
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Exhibit A
RFP and Consultant's Response
Wholesale Wastewater Contract with NewGen
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Fo RT VVo RT H
REQUEST FOR PROPOSALS
TO REVIEW AND ASSIST WITH NEGOTIATING
NEW UNIFORM WHOLESALE WASTEWATER
CONTRACTS
City of Fort Worth Water Department
RFP Group 2015A
(Spring 2015)
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
CITY OF FORT WORTH WATER DEPARTMENT
REQUEST FOR PROPOSALS
TO REVIEW AND ASSIST WITH NEGOTIATING
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
I. INTRODUCTION
A. General Information
1. The City of Fort Worth is seeking proposals from qualified firms
with extensive utility specific expertise to assist the Water
Department (The Department) staff in the preparation, review and
negotiation of new Uniform Wholesale Wastewater contracts (the
Contract)with its Wholesale Customers.
2. The Department and Wholesale Customers have used the Contract
(Appendix A) as the agreement by means of which Customer
Cities have discharged wastewater to Fort Worth at a reasonable
rate. These contracts will expire during the period of April 30,
2017 to October 28,2017.
3. Section II and Appendix B list contractual, environmental and
fiscal issues of concern to the Department and the Customer Cities
that need to be addressed in the new Uniform Contract.
4. Interested firms must submit the following material by 4;00 PM
Friday,March 13, 2015, for the firm to be considered.
1. One (1) original, seven (7) hard copies, and one electronic
copy of the proposal;
2. Proposers should send or hand deliver the completed
proposal to the following address:
Andrew T.Cronberg,PE Interim Water Director
Fort Worth Water Department
1000 Throckmorton,Second Floor
Fort Worth,TX 76102
5. The City reserves the right to reject any or all proposals submitted.
There is no expressed or implied obligation for the Department to
reimburse responding firms for any expenses incurred in preparing
proposals in response to this request.
6. The City reserves the right to retain all proposals submitted and to
use any ideas in a proposal regardless of whether or not that
proposal is selected.
7. Inquiries concerning the request for proposal may be made to:
Cory Price
Fort Worth Water Department
Cory.price@fortworthgov.org
(817)392-6260
8. Proposals submitted will be evaluated by a Proposal Evaluation
Committee chosen by the Fort Worth Water Department Director
from Department Staff and from the Wholesale Advisory
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
Page 2 of 28
Committee. During the evaluation the Committee and the
Department may request additional information. Furthermore the
Department or the Committee may request firms submitting
proposals to make oral presentations and discuss their
qualifications and expertise.
B. Term of Engagement
The term of the agreement will be for the period beginning on or about
June 1, 2015 and ending on or about December 31, 2017 or upon the
successful negotiation of new Uniform Wholesale Water contracts, the
approval of said contracts by the Fort Worth City Council and the
approval by the Wholesale Customers governing bodies.
C. Minority and Small Business Enterprise Participation Requirements
A Small Business Enterprise (SBE) is defined as a business concern
located in the marketplace that meets the Unites States Small Business
Administration definition of a small business as outlined in the code of
Federal Regulation 13 CFR 121. Firms certified as a Disadvantaged
Business Enterprise (DBE) also meet small business enterprise
requirements.Additionally,the City will accept firms certified as SBEs by
Federal agencies or other certifying agencies that the City may deem
appropriate and accepted by the City of Fort Worth. The City, at its
discretion may elect to not accept a SBE certification and/or its assertion
that it meets all certification requirements; If it is determined to be in the
best interest of the City. Minority and Small Business Enterprise
Participation Requirements.
1. All Offerors shall note that it is the policy of the City of Fort
Worth to ensure the full and equitable participation of Small
Business Enterprises (MBE) in the procurement of goods and
services. If the total dollar value of the contract is greater than
$50,000,then an SBE subcontracting goal may be applicable.
2. The SBE goal on this project is 15 %.
3. The information shall be submitted with the proposal and shall
include: (1) the name, address and telephone number of each
MBE; (2) the description of the work to be performed by each
MBE; and (3) the approximate dollar amount/percentage of the
participation.
4. Interested Offerors must obtain a SBE listing from the M/WBE
Office at 817-212-2674 to ensure that MBE listings reflect only
those currently certified by the North Central Texas Regional
Certification Agency (NCTRCA) located in the six 6 county
geographic marketplace that has been accepted by the City
("Marketplace"). The Marketplace is made up of the counties of-
Tarrant,
fTarrant, Dallas, Denton, Johnson, Parker and Wise. Offerors are
strongly encouraged to confirm that each SBE that it intends to use
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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is located in the geographic marketplace to ensure that the SBE
will be counted towards the established goal.
5. Further, the City reserves the right to request SBEs seeking to do
business with the City to allow an audit and/or examination of any
books, records and files held by the SBE that will substantiate its
SBE certification.
Any intentional and/or knowing misrepresentation of facts will be
grounds for terminating any active contracts and/or debarment
from City work for a period of not less than three (3)years and for
initiating action under Federal, State or Local laws concerning
false statements.
7. The business must be certified prior to recommendation of award
in order for the participation to be counted towards the established
goal.
8. If an Offeror is certified as a DBE, MBE, SBE or WBE firm,
please be aware that the City's Ordinance does not allow a
certified company to count itself towards the established goal; the
goal represents subcontracting opportunities.
9. If an Offeror (regardless of certification status or if a non-
D/M/S/BE), however, forms a joint venture with one or more
SBEs, the SBE joint venture percentage participation will be
counted towards the established goal. The appropriate City of Fort
Worth Joint Venture form must be submitted for review and
approval in order for it to be counted. The City of Fort Worth
strongly encourages joint ventures.
10. If Offeror failed to meet the stated SBE goal, in part or in whole,
then a detailed explanation must be submitted to explain the Good
and Honest Efforts your firm made to secure SBE participation.
11. Failure to submit the SBE participation information or the detailed
explanation of the proposer's Good and Honest Efforts to meet or
exceed the stated SBE goal, may render the proposal non-
responsive. The SBE plan will be part of the final weighted
selection criteria.
II. SCOPE OF SERVICES REQUIRED
A. General Scope of Services
The Department is requesting proposals from qualified firms with
extensive utility specific technical and industry expertise to assist staff in
the review and negotiation of new Uniform Wholesale Wastewater
contracts with its Customer Cities.
B. Specific Scope of Work
1. Review the existing Contract for compliance with federal, state and
local laws pertaining to wastewater utilities, wastewater collection,
treatment, and environmental concerns and other matters.
2. Review the existing Contract for completeness and compliance
with wastewater utility standards, contractual arrangements, cost of
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
Page 4 of 28
service study methodologies, cost recovery and allocation of
capital improvements and upgrades, procedures to resolve billing
disputes and other matters related to providing wastewater service
on a wholesale basis.
Develop strategies, recommendations and contractual language to
address the issues and concerns developed by the Department staff,
wholesale customers, and review of the existing contracts.
3. Contrast and compare the Contract with those of other wastewater
utilities.
4. Submit recommendations for modifications to bring the Contract
into compliance with any item(s)noted in Part C..
5. Submit any other professional recommendations relating to the
form and substance of the Contract..
6. Assist the City in negotiations with Customer Cities on terms and
conditions of the new wholesale contracts.
7. Conduct periodic status meetings at the Department's request with
Department staff.
8. Provide timely and periodic reports to Department staff on
progress.
9. Attend meetings with staff and Customer Cities as necessary to
review,discuss and facilitate any modifications to the Contract.
C. Contract Issues
1. Addition of current Pretreatment Ordinance Requirements
2. Inclusion of Peaking Charges
3. Non-Metered connections (Per-Connection Charge)
4. Upgrade of sampling requirements &procedures
5. Impact Fee Language Updates (To Include Fines)
6. Resolution of Billing Variances
7. Additional Services Offerings
8. Requirement for System Changes
9. Reuse
10. Wholesale service areas and points of connection
11. Dedication of easements, land and rights of way.
12. Wholesale Wastewater Customer Cities' Capital Improvement
Plan(CIP)and Wastewater Master Plan projects coordination with
Fort Worth for coordination of downstream impact.
13. Wholesale Wastewater Customer Cities' costs associated to new
wastewater meter stations, increased wastewater meter size related
to increased service area and downstream wastewater pipe capacity
impact cost participation.
14. Payment of impact fees to Fort Worth for wholesale wastewater
customer cities' existing customers served by other means
associated to a new wastewater metering station.
III. FORM OF PROPOSAL
A. General Requirements
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
Page 5 of 28
The proposal shall follow the format and address the firm's explicit
abilities and expertise regarding the items discussed in Section IL
B. Qualifications
The proposal shall demonstrate the firm's specific qualifications to
perform adequately the services required in Section II:
1. Qualifications and Experience
a. Identify the size and location of the firm, the staff and the
principal supervisor(s) and manager(s) to be assigned.
Identify any subcontracting or partnering firms and
proposed staffing. The price should include any fees to be
paid to subcontractors.
b. Describe the specific qualifications and experience of the
firm and staff to be assigned. Indicate that the firm and all
assigned professional staff are registered/licensed to
practice in the State of Texas, if applicable. Do the same
for any subcontracting or partnering firms. Please note,
unless separately hired by resolution approved by City
Council, only the City Attorney may provide legal advice
to the City. While the firm may have legal counsel, the
legal advice provided to the firm is to facilitate the firm in
its performance under the terms of this contract.
C. List the most significant engagements (maximum of 5)
performed in the last five years similar to that described in
this request. Please list the name and telephone number of
the principal client contact.
2. Describe any legal actions taken or pending against the firm during
the past three (3) years. Also describe any disciplinary action
taken or pending against the firm during the past three(3) years by
any regulatory bodies or professional organizations.
3. List all engagements within the last five years performed for the
City of Fort Worth by type of engagement(i.e., audit,management
advisory services,engineering design, other).
4. Describe the proposed work plan to accomplish this engagement
successfully. Provide the same for any subcontractors.
5. M/WBE participation or "Good Faith Effort" documentation will
be a part of the evaluation criteria for this proposal. Failure to
comply with Ordinance 20020-12-2011, (Appendix E) will result
in a loss of points or a lower evaluation, as applicable.
C. Submit a sample contract for this engagement.
IV. EVALUATION PROCEDURES
A. Evaluation Committee
1. Proposals will be evaluated by an Evaluation Committee as
described in Section I.
2. The Committee will rank proposals based on responsiveness to this
request for proposals and on demonstrated expertise and
qualifications to perform the services described in Section II.
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3. During the evaluation process,the Committee may request some or
all of the responding firms to make oral presentations to answer
any questions the Committee may have.
B. Final selection
The Department will select a firm based upon the recommendation
of the Committee. It is anticipated the City Council will approve
the recommendation on or about June 1, 2015. Following
notification of the firm selected, it is expected a contract will be
executed between both parties by June 15,2015.
C. Fee for Services
The Fee for Services will be negotiated upon agreement on scope
of work between Fort Worth staff and the selected consultant.
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s
APPENDIX A
WHOLESALE WASTEWATER CONTRACT
STATE OF TEXAS §
COUNTY OF TARRANT §
This contract made and entered into this, the day of 1993,
by and between the City of Fort Worth, Texas, a municipal corporation, acting herein by
and through its City Manager, 1, who is duly authorized so to act, hereinafter
referred to as "Fort Worth," and the , a
municipal corporation, acting herein by and through its , 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
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. dated
and No. , dated , together
with any and all amendments thereto dated , 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, Chapter 791 of the Texas Government Code, 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
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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.).
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 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.
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.
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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 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;
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.
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1.26 Wholesale System Access Fee-A capital contribution funding or recouping
the costs of General Benefit Facilities capital improvements or General Benefit Facilities
facility expansions necessitated by and attributable to new development.
1.27 Total Suspended Solids (TSS) - Solids, measured in mg/1, that either float
on the surface of or are in suspension in, water, wastewater or other liquids, and which
are largely removable by a laboratory filtration device. 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.
1.29 Capital improvements means any of the following facilities which provide
utility services and benefits common to all customers and that have a life expectancy of
three or more years, whether such capital improvements are located within the
jurisdictional limits of Fort Worth or Customer: 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 and lift stations, if any,
associated therewith.
1.30 Facility Expansion - The expansion of the capacity of an existing facility
that serves the same function as an otherwise necessary new capital improvement, in
order that the existing facility may serve new development. The term does not include
the repair, maintenance, modernization, or an expansion of an existing facility to better
serve existing development.
I Connection to the Fort Worth System
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 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 specifications shall conform to Fort Worth's
requirements as a minimum. Plans and specifications for any delivery facility which
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actually connects to the Fort Worth System shall be submitted to the Director for written
approval. Such approval shall not be unreasonably 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 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.
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3. Maintenance of Customer System
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 Sampling 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
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, sit 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 installa-
tion 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
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;
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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 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. Ri is-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 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 Sampling
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.
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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 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 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 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.
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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 fiequency as determined by the monthly flow of sewerage, as outlined in the
sampling table below:
Customer Flow Monitoring
(million gallons 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 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.
7.10 If Customer disputes Fort Worth results of analyses and the parties hereto
cannot settle such dispute, such disput 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
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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
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 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 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.
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8.5 The initial rates for this contract shall be those adopted by the Fort Worth
City Council on September 18, 1990, effective October 1, 1990, and are as follows:
Volume Charge $0.3597 per 1000 gallons
BOD Strength Charges $0.1225 per pound of BOD
TSS Strength Charges $0.1024 per pound of TSS
Monthly Billing ChargeS $71.00
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 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 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.
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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 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 and 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 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, 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 ordinances
or amendments no later than the effective date of the Fort Worth ordinance or
amendment.
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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.
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 permit 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 in any environmentally sound sludge
utilization program meeting federal and state standards within the area served by
Customer.
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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.
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
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
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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1000 Throckmorton Street
Fort Worth,Texas 76102
Customer: Mayor
Town of
Address
City,Texas Zip Code
The parties hereto shall indicate in writing any change that any occur in such 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 law, rule or regulation, make said
records and accounts available to federal and/or state auditors.
20. Consent
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.
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
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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.
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 twenty-six (26) years from the date of its
execution and thereafter shall be subject to renegotiation between the parties hereto.
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
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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 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 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;
g. 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;
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
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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.
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. Wholesale System Access Fees
28.1 On a quarterly basis, Customer agrees to pay to Fort Worth a Wholesale
System Access Fee for each new or enlarged connection for wastewater service made
within Customer's service area served by the General Benefit capital facilities of the Fort
Worth System. The Wholesale System Access Fee to Customer for each such connection
shall be based upon the size of water meter and shall be equal to the Wholesale System
Access Fee collected for the same size water meter made within the jurisdiction of Fort
Worth. The calculation of said Wholesale System Access Fee shall be consistent with all
applicable state and federal regulations, including Chapter 395, Texas Local Government
Code, or any amendment or successor statute thereto, and shall include only those costs
associated with General Benefit capital expansions and capital improvements necessary
to provide service to new development. Nothing within this contract shall be deemed to
prevent either Fort Worth or Customer from charging their own retail customers impact
fees in excess of the Wholesale System Access Fee charge provided for herein.
28.2 Fort Worth agrees that all monies remitted to it pursuant to this Section will
be placed in a separate interest bearing account to pay only for the cost of constructing
capital improvements or facility expansions as permitted by Chapter 395, Texas Local
Government Code, or any amendment thereto, or by any successor statute thereto, and
will not be used for operation and maintenance expenses. Once expended, such funds
and all interest earned thereon will be considered a "contribution" for rate setting
purposes only.
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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 Neither Fort Worth nor Customer shall waive any impact fee due from a
retail customer for a new or enlarged connection to its respective system within its
jurisdiction. However, either Fort Worth or Customer may pay such impact fee into the
fund required for paying for the capital improvements.
28.5 The Wastewater System Advisory Committee created pursuant to Section 29
hereof shall select five (5) of its members to a subcommittee to be known as the
Customer Impact Fee Committee (CIFC). Every three years, beginning June, 1992, Fort
Worth will update the land use assumptions and capital improvements plan upon which
the Wholesale System Access Fees are based. In June 1992 and every three years
thereafter,the CIFC shall submit a list of five qualified engineers or planning consultants
to the Director. The Director shall select a consultant from such list to assist Fort Worth
in developing land use assumptions, identifying capital improvements, and formulating
capital improvement plans and access fees. The consultant shall be responsible to Fort
Worth and its citizen's advisory committee,but shall also report to the CIFC. The cost of
the consultant shall be deemed a System Cost. In the event the CIFC fails to submit a list
of five consultants to Fort Worth, Fort Worth shall select a consultant to perform in the
manner described herein.
28.6 Fort Worth agrees that only those capital improvements as defined in section
1.29 hereof shall be included in the Capital improvements plan for the purpose of
determining Wholesale System Access Fees;provided, however,Fort Worth may include
other capital improvements for the purpose of determining impact fees to its own retail
customers. Fort Worth shall not be required to include all capital improvements in any
capital improvements plan. The CIFC shall be responsible for working with Fort Worth
and its consultant to determine the capital improvements to be included in the calculation
of any Wholesale System Access Fees. The CIFC shall recommend to the Wastewater
System Advisory Committee which capital improvements should be included in the
calculation of any Wholesale System Access Fees. The CIFC shall also meet with Fort
Worth's citizen advisory committee as such citizen's advisory committee reviews and
considers land use assumptions,the capital improvements plan and impact fees.
28.7 Prior to the adoption of any land use assumptions, capital improvements, or
access fees, the CIFC shall be furnished a copy of the proposed land use assumptions,
capital improvement plan or access fees at least 30 days prior to any scheduled hearing
thereon. Any revised access 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 Fort
Worth.
28.8 Each year Fort Worth shall provide to the Wholesale Wastewater Advisory
Committee an audited financial statement of the Fort Worth Water Department's records.
28.9 For the period of time from the date of execution hereof until June 5, 1993,
Customer agrees to pay to Fort Worth Wholesale Wastewater Access Fees per new
connection based upon the size of the water meter, such fees to be equal to or less than
those amounts set forth in Exhibit "B" attached hereto and incorporated herein for all
intents and purposes. The actual Wholesale System Access Fee to be paid by Customer
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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shall be determined by the City Council of Fort Worth. After June 5, 1993, Customer
agrees to pay access fees in such amounts as may be determined in the manner provided
in this Section 28.
28.10 Fort Worth and Customer agree that the methodology for the calculation of
Wholesale System Access Fees required herein is consistent with the methodology
prescribed by Chapter 395, Texas Local Government Code. In the event that such
statutory methodology is amended or replaced by a new statute, the Wholesale
Wastewater Advisory Committee may engage legal counsel to work with Fort Worth to
propose amendments to this contract to conform it to such amendment or new statute.
The reasonable cost of such legal counsel shall be a system cost.
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.
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. 3525, No. 4879 and No. 13392. The
parties have entered into other contracts, same being City of Fort Worth Secretary
Contract No. , which is unaffected hereby and whose terms and conditions remain in
full face and effect.
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 permitted by law,
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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.
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.
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
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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:
City Secretary City Manager
APPROVED AS TO FORM AND LEGALITY:
Date:
City Attorney
ATTEST: CUSTOMER
By:
City secretary - Its•
APPROVED AS TO FORM AND LEGALITY:
Date:
City Attorney
NEW UNIFORM WHOLESALE WASTEWATER CONTRACTS
Page 29 of 28
PROPOSAL
RFP GROUP 2015A
FORTWORTH, NEW UNIFORM WHOLESALE
WASTEWATER CONTRACT SUPPORT
City of Fort Worth Water Department
N
&.4
401
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
PREPA ED BY:
J=T�A'& Solutions
ECONOMICS STRATEGY STAKEHOLDERS SUSTAINABILITY www.newgenstrategies.net
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
1. QUALIFICATIONS AND EXPERIENCE
1 a. Proposed Project Team
NewGen Strategies and Solutions (NewGen), established in 2012, is a
NewGen management and economic consulting firm specializing in serving public
QQ sector utilities. NewGen provides financial, cost of service, rate design,
Solutions valuation, strategy, expert witness, stakeholder, and sustainability
consulting services to our clients. Our expertise includes litigation
support in state and federal regulatory proceedings, utility business and financial planning, and
sustainability strategy for water,wastewater,solid waste,electric, and natural gas utilities.I
NewGen was created by consultants who are dedicated to our client's mission and recognized as experts
in our respective fields of service. Our assistance to the public and private sectors is provided with a keen
insight to the growing role of stakeholders, resource availability, cost of providing utility services and
economic conditions, ensuring an integrated approach to utility operations and services.
locationSize and Supervisor
30 employees I Austin and Richardson,Texas David S.Yanke
HALFF"
Halff Associates Inc., an employee-owned business, provides professional
■E■ design and planning services throughout Texas from offices in Fort Worth,
Richardson, Dallas, Grand Prairie, Flower Mound, Frisco, San Antonio, Austin, Houston, Conroe,
Georgetown, McAllen and Midland. We have also recently opened offices in Shreveport, Louisiana, and
Oklahoma City.
Halff is consistently ranked in Engineering News-Record magazine's list of the top 500 design firms in the
United States, and the staff of about 450 includes full-service engineering, architecture, surveying,
environmental services, right-of-way acquisition, landscape architecture and planning. Founded in Dallas
in 1950 by Albert H.Halff, PE,and today based in Richardson, Halff preserves Dr. Halff s legacy of integrity,
dedication to client service and commitment to quality.
Size . location of firm Principal .-
450 employees I Fort Worth,Texas Frank Crumb Jr., PE, BCEE
Carolyn Marshall, CPA In 2001 Ms. Marshall opened her business as an independent
consultant to governmental entities, concentrating on municipalities.
Based on her previous municipal experience,she provides financial and consulting services,including cost
of service and utility rate studies for water,wastewater&stormwater;serving as interim finance director,
when needed; providing staff assistance for cities; as well as providing municipal finance and accounting
training to cities throughout the State of Texas. Ms. Marshall is a member of the Fort Worth Chapter
Texas Society of CPA's, Government Finance Officers of Texas Communications and Ethics Committees.
She is certified by the North Central Texas Regional Certification Agency as a Woman Owned Business
Enterprise.
1 NewGen was established in 2012 by consultants that left R.W. Beck after its acquisition by SAIC in 2009. Most of
them left beginning in 2012,with additional people joining from SAIC in 2013 and 2014. Mr.Yanke,our proposed
project manager for this engagement,joined NewGen in April 2014. Over 75%of the employees and owners of
NewGen were previously employed at R.W. Beck and/or Reed,Stowe&Yanke,LLC.
Thoughtful Decision Making for Uncertain Times 1
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
Size and location of firm Principal Supervisor
1 employee I Hurst,Texas Caroyln M. Marshall, CPA
The AL Law Group was founded in 2011 by two lawyers who wanted
TheL Law P PLIC to provide high-quality legal services, while avoiding the inevitable
conflicts and billing pressures of a large firm. AL Law's clients range
from small Texas cities to Fortune 500 energy companies. Services
range from transactional work to litigation, with an emphasis on
vt
state and federal environmental law, utility law and regulatory
issues. The lawyers, who have decades of experience honed at some of the most respected law firms in
Texas, have the time,talent, and freedom to serve our clients' needs at very competitive rates,
Size and location of firm Principal Supervisor
6 employees I Austin,Texas Susan Zachos
1 b. Project Team Members
NewGen has assembled a Project Team with proven experience helping local governments with a variety
of water and wastewater projects. Successful completion of this project will require a team that not only
has technical and financial expertise, but is also effective at gaining consensus across various stakeholders.
To meet these diverse needs, the individuals proposed for this project have been selected based on their
experience providing a full range of services to our municipal clients. Complete resumes for our Project
Team are located in the Appendix A.
David Yanke I Project Manager
Mr. David Yanke's primary focus has involved financial and economic issues associated with the water,
wastewater, and municipal solid waste industries. Mr.Yanke,the proposed Project Manager, has over 25
years of experience in conducting cost of service and rate design studies for solid waste, water, and
wastewater utilities. He has conducted cost of service and rate design studies,valuation studies, life cycle
cost analyses regarding alternative project delivery options, operations reviews, and privatization
analyses for water, wastewater, and municipal solid waste utilities.
Mr. Yanke has provided numerous presentations regarding the establishment of wholesale rates, both in
a contested venue (administrative hearings) as well as to boards of directors and city councils. His
expertise lies in the ability to provide complex information in a "straightforward" manner so the rate
payers understand the "drivers" for the rate increase.
A most recent example of his collaborative style was on a project for the City of Fort Worth Water
Department. The goal: obtain 100 percent consensus from 30 wholesale water customers regarding
changes in the cost allocation and rate design methodology (customers ranged from small rural water
supply corporations to cities of over 100,000 in population, as well as Dallas/Fort Worth International
Airport). Mr. Yanke assisted the City of Fort Worth in successfully negotiating a cost allocation and rate
design methodology that all parties could agree to,thereby avoiding litigation.
For a detailed listing of his clients and many speaking engagements (at state and national conferences),
please refer to his resume. Mr. Yanke is a frequent speaker at the Texas Rural Water Association
Conference, Oklahoma Municipal League Conference, and Texas AWWA Regional Conference.
2 Thoughtful Decision Making for Uncertain Times
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
Frank Crumb,P.E., BCEE I Engineering Issues
Mr. Frank Crumb Joined Halff in 2014, bringing 35 years of water and wastewater utility experience in the
public sector, most recently as Water Director for the City of Fort Worth. In that position he was
responsible for a service area of more than 1 million people, 3,500 miles of water and wastewater piping,
water treatment capacity of 400 mgd and wastewater treatment capacity of 166 mgd. He also was
actively engaged in financial management of the utility, including annual budget preparation and rate
recommendations to the city council. His role as Assistant Director and other positions focused on long-
range planning for the fast-growing city and wholesale customers as well as delivering the Capital
Improvement Program in a timely manner. He has a long history of working with public entities such as
the Tarrant Regional Water District and Trinity River Authority, as well as many wholesale water and
wastewater customers, and he has held board positions with the Water Reuse Association, Water Reuse
Texas and the Underground Construction Technology organization.
Chris Ekrut I Project Advisor/Outreach with Wholesale Customers
Mr. Chris Ekrut has been providing rate-making consulting services since 2004, with the majority of his
consulting experience centered in the water and wastewater industry. Mr. Ekrut has filed expert witness
testimony with regard to cost of service and rate design issues. He has also conducted a number of
wholesale and retail water and wastewater rate studies, developed water and wastewater rate models,
storm water fee models, and assisted in the negotiation of wholesale water contracts. Mr. Ekrut also
specializes in the development of Utility Business Plans and has been called on by the Texas Section of the
American Water Works Association to speak on the importance of business planning for municipal
utilities.
Carolyn Marshall I Outreach with Wholesale Customers
Ms. Carolyn Marshall is owner of Carolyn M Marshall, CPA, with a BBA in Accounting from the University
of Texas at Arlington. She has 31 years of experience as an Accounting/Financial professional,with 26 of
those years spent in water and wastewater utilities and municipal finance. Ms. Marshall is a member of
the Fort Worth Chapter Texas Society of CPA's, Government Finance Officers of Texas Communications
and Ethics Committees.
Stephanie Crain I Analyst
Ms. Stephanie Crain joined NewGen Strategies and Solutions, LLC as a consultant in May 2014. Prior to
joining the firm, Ms. Crain served as an Analyst at SAIC Energy, Environment & Infrastructure, LLC. Ms.
Crain has also served as a financial analyst for The Public Consulting Group, Inc. where she supported
various service offerings to public sector health institutions. Ms.Crain's area of focus primarily falls within
utility cost of service, rate design,and financial analysis. Ms.Crain worked with Mr.Yanke on the recently
completed audit of Fort Worth's bio-solids subcontract agreement with Renda.
Susan Zachos I Legal Counsel (only if requested for by the City)
Ms.Susan Zachos has successfully represented Texas cities on wholesale water and sewer contract issues
for over 20 years. Her career has included precedent-setting litigation, participation in key rule-makings,
and numerous invitations to speak on wholesale contracts and rates. She routinely drafts and negotiates
new utility contracts, and advises clients on the legal issues of rate-setting, rate appeals and service
demands under existing ones. She is skilled at working closely with city attorneys, elected officials and
staff to formulate and then draft contract provisions that resolve complex issues. In wholesale contract
negotiations, Ms. Zachos knows the importance of maintaining good relationships with wholesale
customers, while diligently protecting her client's' interests, investments and autonomy. Having worked
with the Fort Worth Water Department beginning in 1991,and representing the City in its 2010 Wholesale
Thoughtful Decision Making for Uncertain Times 3
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
Water Agreements, Ms. Zachos is uniquely qualified to provide efficient and effective legal advice on this
Wholesale Wastewater contract project.
I c. Project Qualifications
Listed below are a number of projects that NewGen and its consultants have been involved in with regard
to wholesale water and wastewater contracting. Due to the page limitations,we have only included a few
examples. Additional examples can be provided if desired.
Retail and Wholesale Water and Wastewater Cost of Service Study
City of Garland,Texas(2013)
Principal Client Contact: Ms. Sharon Bailey, Finance Manager—Water Utility 1972.205.3282
In 2013, NewGen was engaged by the City of Garland,Texas(City)to assist the City in conducting a water
rate study for the City's retail customers and a wholesale and retail rate study for the City's wastewater
customers. The City has historically relied on outside consultants for the majority of the City's required
rate analysis. With the recent study,the City desired to bring rate analysis back in-house and,to that end,
requested our Project Team to develop Microsoft-Excel based rate models for use by City staff. Now
complete, the rate models allow City staff to easily update the required financial and customer usage
information within the models and to run the "what-if' scenarios regarding the long-term funding and
execution of capital projects. Coupled with the rate study and rate model development, the City also
requested our Project Team's assistance in developing a new uniform wholesale wastewater
contract. Currently, the City provides wholesale wastewater service to a number of entities under a
variety of contract terms and conditions. These varying contracts make it difficult for City staff to manage
service to wholesale wastewater customers and creates a significant administrative burden in calculating
wholesale wastewater rates. It is anticipated that once developed and approved by the City's legal
department, the City will phase-in the new uniform contract where possible, simplifying contract
administration and allowing the City greater control and flexibility in establishing wholesale wastewater
rates.
NewGen's Project Team members continue to support the City on an annual basis in rate analysis and in
the overall function and operation of the water and wastewater rate models. Most recently, the Project
Team assisted the City in evaluating a change to its volumetric water rate blocks and determining the most
appropriate mix of fixed and variable cost recovery within the City's water rate design.
Multiple Water and Wastewater Cost of Service and Feasibility Studies
City of Borger,Texas(1995, 1997, 1998, 2010, 2013)
Principal Client Contact: Mr. Eddie Edwards,City Manager 1806.273.0902
In 1995, Mr. Yanke as an employee of Reed-Stowe & Co. was �
engaged by the City to perform a comprehensive retail and ��CITY OF BORGER
wholesale water and wastewater cost of service and rate design G2tCW2V the TQ%9S Plains J
study. 7
The City again retained Mr.Yanke in 1997 and 1998 to review the financial integrity of the utility to ensure
that the water and wastewater revenues were performing adequately versus projections, and to make
sure that recommended operational and financial policies were being phased in as planned. The City
asked Mr. Yanke to also update the wholesale water cost of service study in October 1998, at the
beginning of the City's new fiscal year and to assist the City in contract negotiations with a new 2 mgd
industrial water customer.
4 Thoughtful Decision Making for Uncertain Times
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
In 2010 Mr.Yanke assisted the City with a review of its Industrial District Contracts to review the pricing
terms and ability to re-adjust the pricing mechanisms in an equitable manner that the large industrial
users would be comfortable with. The new pricing mechanism was successfully implemented.
In spring of 2013 Mr.Yanke was retained by the City to conduct a comprehensive water and wastewater
cost of service and rate design study. The major driver for this study was the need to fund the construction
of a new water transmission line from the City's wellfield (approximately 25 miles) as well as drill
additional wells in the City wellfield. Total cost was estimated at approximately $35 million. As part of
this study, Mr. Yanke reviewed the base load and peaking demands for the City's four industrial water
users. These customers included Agrium(a fertilizer manufacturer)two carbon black plants and a Conoco-
Phillips refinery. As a result of our analysis, a standardized industrial water rate is being phased in (as
current contracts expire) over the next five years that will equitably allocate the expansion of the water
utility amongst the residential, commercial, and industrial water customers.
Comprehensive Retail and Wholesale Water Cost of Service Study
Rockett Special Utility District I Waxahachie,Texas(2011,2012)
Principal Client Contact: Ms. Kay Phillips,General Manager 1972.617.3524 ext.212
Mr. Yanke was retained by Rockett Special Utility District (District) in 2011 to R O C KE rr
conduct a comprehensive water cost of service study for its retail and wholesale
customers. He completed a five-year forecast that established retail rates, as 40
well as updated the three wholesale water customer rates to reflect the demand 0M
placed on the District's storage systems and water treatment plant using the ITY DISTRICT
1
"base-extra capacity" methodology. The recommendations provided reflected UTItlrY
the need to significantly raise some of the wholesale customers' rates due to the
"peaking demand" placed on the District's water system. The retail and wholesale rate structures
proposed by Mr.Yanke were unanimously approved by the District's board of directors.
In 2012 Mr.Yanke was retained by the District to assist in the conduct of a valuation of their Certificate of
Convenience and Necessity (CCN) consistent with the methodology described in Section 13.255 of the
Texas Water Code. The valuation took into consideration the stranded fixed costs, both debt service and
operating and maintenance costs, as well as projected customer growth in the service area in question.
The final report was presented to the board of directors in executive session.
Mr.Yanke is currently in discussions with the District to update the cost of service study in early 2015 due
to continued growth and the addition of a new wholesale water customer.
Water Contract Litigation Support
Nueces County Water Control and Improvement District No.4,Texas(2010)
Principal Client Contact: Mr. Mark Young,District Manager 1361.749.5201
NewGen members were retained by Nueces County Water Control and Improvement District No. 4
(NCWCID No. 4) in 2009 —2010 to assist the District in reviewing the rates proposed to be charged for
wholesale treated water service from the City of Corpus Christi,Texas(City). During the review, NewGen
members identified a number of errors in the City's methodology for calculated treated water rates
including, but not limited to,the incorrect recognition of water loss as well as the inclusion of stormwater
costs within the water rate. NewGen members assisted the District in mediated hearings with the City,
ultimately resulting in a significant payment to the District to recognize previous funds collected as well
as a new, negotiated contract and rate which incorporated our suggested changes to the City's rate
methodology. NewGen members have continued to assist the District in reviewing the City's rate
Thoughtful Decision Making for Uncertain Times 5
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
calculations to ensure adherence to the mediated settlement and, most recently, our Project Team was
engaged to review changes the City has proposed to the calculation of raw water rates.
Integrated Pipeline Project, Program Management/Financial Analysis
Tarrant Regional Water District I Fort Worth,Texas(2009—2014)
Principal Client Contact: Mr.Alan Thomas, Deputy General Manager 1817.335.2491
While the TRWD-IPL project is not a traditional wholesale water or wastewater
engagement, Mr.Yanke served as the client manager and project manager for the ���
financial planning, cash flow forecasting and management of forecasted debt
issuances, working directly with Ms. Sandy Newby, Director of Finance for
TRWD. Mr. Yanke served in this role from October 2009 through March 2014. This qualification shows
the complexity and magnitude of a project that Mr. Yanke was involved in for nearly five years.
Tarrant Regional Water District (the District) and the City of Dallas Water Utilities (DWU) have partnered
to finance, plan, design, construct, and operate the $3.5 billion Integrated Pipeline (IPL) Project. The IPL
Project is an integrated water-delivery transmission system connecting Lake Palestine to Lake Benbrook
with connections to Cedar Creek and Richland-Chambers Reservoirs. The project consists of a 150-mile
pipeline ranging in diameters from 78-inches to 108-inches, three new 150 million gallons per day (mgd)
lake pump stations, and two new 350 mgd booster pump stations delivering a required capacity of
350 mgd of raw water to North Central Texas. R. W. Beck / SAIC was retained to provide program
management and financial services to help the District implement the IPL Project and provide the
following services:
■ Develop business systems and program control tools to manage program-related activities
■ Provide program controls, including planning and scheduling, estimating, budget monitoring and
control, configuration and change control, document management and control, accounting, and
reporting
■ Evaluate alternate project delivery
■ Manage construction contractor procurement
Included in the financial responsibilities, Mr. Yanke and his project team were required to compile all
engineering cost projections in a Primavera database, which is utilized to develop a cash flow projection,
which is used by TRWD to forecast future bond issuances. SAIC was also required to track the actual
monthly costs incurred so they can be accurately and equitably assigned to either TRWD or DWU based
on the division of financial responsibility by pipeline segment.
Mr. Yanke served as the client manager for this project and oversaw the financial task. He met monthly
with TRWD to discuss the updated cash flows. He assisted with the cash flow projections that were used
to issue$229M in debt in March 2012 and an estimated $558M in March 2014. Final construction of the
pipeline is expected to be completed sometime after 2020.
2. LEGAL ACTIONS
No legal actions have been taken, or are pending, against NewGen in the past three years. Additionally,
there have been no disciplinary actions taken, or pending, against NewGen by any regulatory bodies or
professional organizations.
6 Thoughtful Decision Making for Uncertain Times
CITY 4F FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
3. PRIOR ENGAGEMENTS WITH FORT WORTH
Mr.Yanke has worked with the Fort Worth Water Department on three separate FORT WORTH}
projects during the past five years. They are as follows:
Wholesale Water Contract Assistance
Mr. Yanke was the project manager for a team retained by the City in 2010 to
assist in renegotiating a 20 year wholesale water contract with approximately 30 wholesale water
customers. Mr.Yanke was responsible for meeting with approximately half of the customers prior to the
negotiations process to understand the key issues. He then led the quarterly wholesale water customer
meetings when it came to explaining the process for renegotiating the contract and compiling customer
concerns. Mr. Yanke was able to successfully assist the City in negotiating the contracts and obtaining
100% consensus and all 30 wholesale customers to sign the standardized wholesale water contract one
month prior to the deadline, and avoid any litigation.
Public Private Partnership Analysis
The City retained members of NewGen (as SAIC who had subcontracted with EMA/Brio Consulting) for
assistance with exploring opportunities to enter into a public-private partnership(PPP)for the purpose of
improving the financial position of the City's water and wastewater utility. The City asked the consulting
team to evaluate options such as a long term lease concession for its utility assets in return for an
immediate infusion of capital while controlling costs and maintaining the current level of water and
wastewater service.
This project was a multi-phase effort. The first phase included an educational component addressing the
key issues and options associated with this study, clarification of the goals and objectives, identification
of potential business models that should be considered, development of a Request for Letters of Interest
(RLI), and solicitation of letters of intent from prospective private organizations that have successful
experience with the proposed business models.
The RLI required respondents to describe in appropriate detail their experience with water and
wastewater public private partnerships,their experience with regulated water utilities,their management
of capital deployment programs for large water utilities, and their history of operational work in Texas
and North Texas. To aid in this process,the City Council appointed an ad hoc task force of community and
industry leaders (the Review Team). The Review Team advised the City Council regarding the City's
options on a number of policy and financial issues associated with this study. The consulting team
presented approximately half a dozen workshops to the Review Team on various topics associated with
the PPP analysis to assist the ad hoc team in making their recommendations to the City Council.
Mr. Dave Yanke was the project manager for SAIC at the time of this engagement. He was responsible for
overseeing all life-cycle cost analyses involved with evaluating the Letters of Interest (LOI) — typical
response was approximately 30 to 50 pages. Responses were received from six firms that proposed
various types of financial and operational support. Key issues involved in the life cycle analyses included
evaluating various cost of capital scenarios(public and private), levels of capital outlays for the water and
wastewater utility, as well as various operating cost scenarios. Accurate and equitable life-cycle cost
analysis was critical as the majority of the concessions offered $1 billion to$1.5 billion in "up-front" cash
—so the dollar value of the 20 to 50 year concessions was significant. The findings and recommendations
to not privatize the utility were ultimately unanimously approved by the City Council.
Thoughtful Decision Making for Uncertain Times 7
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
Biosolids Audit
NewGen was retained by the Forth Worth Water Department in 2014 to conduct an audit of the current
contract between the City and a third party contractor whereby the contractor was responsible for the
dewatering, processing, and disposal of all biosolids for the City. The purpose for this audit was to verify
the validity of the contractor's claim that there was a need for an immediate change order to their current
contract due to cost overages that were beyond the contractor's ability to control. NewGen reviewed and
analyzed the following data: audited financial statements for the organization, monthly invoices, scale
tonnage, chemical costs, fuel and maintenance costs, in addition to personnel and overtime expenses.
NewGen provided the City with a summary at the conclusion of the project,and assisted in the successful
negotiation of a settlement, avoiding any litigation. Mr. Yanke was the project manager and was assisted
by Ms. Crain.
4. PROPOSED WORK PLAN
This section of our proposal sets forth our proposed work plan to assist the City of Fort Worth in the
review and negotiation of a new Uniform Wholesale Wastewater Contract. Specifically, our work plan to
provide the scope of services set forth within the RFP, is as follows:
Work Plan
Task 1 — Kick-off Meeting with City Staff
The purpose of the kick-off meeting with the City's staff shall include but not be limited to:
■ Introduce Project Team and clarify Project Team members' roles and responsibilities
■ Introduction of City project staff members and identify their roles and responsibilities in the
performance of the project
■ Develop initial project timeline identifying key milestones and deliverables
■ Identify any other issues to be examined in addition to the specific issues set forth in the RFP
Task 2— Review of Existing Uniform Wholesale Wastewater Contract
The Project Team will review, and critique in detail,the existing Uniform Wholesale Wastewater Contract.
This review and critique will occur with recognition of current federal, state, and local laws and
regulations, as well as policies and trends occurring in regulations and rules pertaining to wholesale
wastewater providers. In addition, the existing Uniform Wholesale Wastewater Contract will be critically
reviewed in recognition of current system standards,cost of service methodologies, cost recovery in light
of past, current, and anticipated system and demand changes, conservation and Best Management
Practices, trends in recent wholesale wastewater contractual agreements, and the issues and concerns
related to the new Uniform Wholesale Wastewater Contract as identified the RFP. This review will serve
as the foundation for the development of strategies and recommendations, and ultimately the
development of the new Uniform Wholesale Wastewater Contract.
Task 3— Kick-off Meeting with the Wholesale Wastewater Advisory Committee
NewGen proposes to conduct a kick-off meeting with the Wholesale Wastewater Advisory Committee
(WWAC),which will be comparable to the kick-off meeting with the City staff. This meeting will detail the
goals of this process, timing, as well as provide wholesale customers an opportunity to ask questions.'
'Mr.Yanke followed a similar approach in 2010 concerning the Wholesale Water Contract process and found it
very successful.
8 Thoughtful Decision Making for Uncertain Times
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
Task 4— Draft the "Contract Renegotiation Strategy" Document
Based on the results of Tasks 1 through 3, a Draft Contract Renegotiation Strategy document (Strategy
Document) will be submitted to City staff for review, comment, and approval. The Strategy Document
will encapsulate the overall goals and objectives of the City and the perceived preliminary strengths and
weaknesses identified by the WWAC during the completion of Task 3.
Task 5 —One-on-one Meetings with Customer Cities
The Project Team members will meet one-on-one with each wholesale wastewater customer. We will
schedule one-on-one meetings with each of the customer cities to review and discuss the current Uniform
Wholesale Wastewater Contract, its perceived strengths, weaknesses, equity, etc. We found this task
invaluable in 2010 during the Wholesale Water Contract renewal process.
Task 6— Financial Sensitivity Analysis
Within this Task, the Project Team shall perform a financial sensitivity analysis associated with each
potential modification to the existing Uniform Wholesale Wastewater Contract. This analysis shall be
benchmarked against the most recent cost of service and rates applicable under the existing Wholesale
Wastewater Contract to determine the margin of impact related to the various potential changes. This
analysis shall also provide projections for no less than ten (10) years to determine the potential impact
upon each scenario due to the changes in conditions. (It is perceived that this task will be ongoing
throughout the remainder of the engagement.)
Task 7— Initiate Drafting of Uniform Wholesale Wastewater Contract
In conjunction with Tasks S and 6, the Project Team shall initiate the development of the draft Uniform
Wholesale Wastewater Contract addressing, by priority,the issues identified by the City and the WWAC.
This initial draft shall also consider current Texas wastewater law provisions governing the supply of
wholesale wastewater, as well as current regulatory rules and policies promulgated by the Texas
Commission on Environmental Quality.
Task 8—Wholesale Wastewater Cost of Service and Rate Design Workshop
We will conduct a one-day workshop with City staff to review the cost of service and rate design scenarios
and the impact of each scenario upon existing rates. From this workshop, the selected costing
methodologies and pricing structures should be confirmed for inclusion in the draft Uniform Wholesale
Wastewater Contract.
Task 9—Submission of a Draft Uniform Wholesale Wastewater Contract to City
After completing Task 8, we will submit a draft Uniform Wholesale Wastewater Contract to City staff for
review. After submission of the draft, a one-day workshop will be conducted with City staff to fully
develop the draft contract for submittal to the Customer Cities.
Task 10—Workshop with Wholesale Wastewater Advisory Committee
Upon completion of Task 9, we will conduct a one-day workshop with the WWAC to discuss the draft
Uniform Wholesale Wastewater Contract.
Task 11 — Negotiation Process
The initiation of the negotiation period with City staff and the WWAC will commence after the one-day
workshop as described in Task 10 with the WWAC. Please note that this Task could include multiple
meetings between the City and WWAC,as well as additional analysis of alternative costing methodologies
Thoughtful Decision Making for Uncertain Times 9
CITY OF FORT WORTH I UNIFORM WHOLESALE WASTEWATER CONTRACT SUPPORT
and/or pricing structures. The number of meetings, analysis, and level of effort will be dependent upon
the progress of the negotiations.
Task 12 — Finalization of New Uniform Wholesale Wastewater Contract
Upon the City's and Customer Cities' consent of the final draft version of the new Uniform Wholesale
Wastewater Contract,the Project Team will provide a true and clean copy of the new Uniform Wholesale
Wastewater Contract for execution by the City and Customer Cities.
Meetings and Presentations
In addition to the above tasks,the Project Team will provide periodic status meetings and reports to City
staff. The frequency of the status meetings is generally dependent upon the aggressiveness of the parties
to renegotiate the contract. It is anticipated that status meetings and reports will be provided on a
monthly basis. The Project Team will also attend, as requested, meetings between City staff and the
Customer Cities to review, discuss, and facilitate the renegotiation efforts. In addition, the Project Team
will assist City staff in preparing for meetings and briefings with the City of Fort Worth City Council. The
Project Team will also attend these meetings and, as requested, conduct the briefings before the City
Council. Throughout this process, Mr.Yanke will serve as the"point person"for the Project Team.
5. M/WBE PARTICIPATION
It is the policy of the City to ensure the full and equitable participation of Minority/Women Business
Enterprises(M/WBE)in the procurement of goods and services in order to comply with Ordinance 20020-
12-2011. Pursuant to this goal, NewGen has proposed to team with an M/WBE firm for portions of the
proposed work plan. Information regarding our M/WBE firm,Carolyn M. Marshall, CPA, is shown below.
Carolyn M.Marshall,CPA
849 Dianna Ave.
address, • telephone number Hurst,TX 76053
Office: 817.589.2408
Mobile: 817.284.7584
Certifying
•- North Central Texas Regional Certification Agency(NCTRCA)
Certification No. WFWB60033Y2015 I
Description of • to •- performed Financial Consulting
Approximate dollar amount/percentage1 15%
of - participation
In addition to the M/WBE requirements listed in the RFP, NewGen is certified as a SBE company with the
South Central Texas Regional Certification Agency (certification number 213122664). Our certificate is
available by request.
OTHER INFORMATION
NewGen has contracted with the City in the past to provide utility and management consulting services
and is willing and able to contract using the City's standard contract. However, we have attached our
standard) NewGen contract in Appendix B.
10 Thoughtful Decision Making for Uncertain Times
APPENDIX A
PROJECT TEAM RESUMES
• Dave Yanke
p so
+• President— Environmental Practice
li6s u lutions dyanke@newgenstrategies.net
Mr. Yanke brings over 20 years of financial consulting insight to his public sector water, wastewater, and solid
waste clients. His experience includes the conduct of operational reviews, system valuations, feasibility and
privatization analyses,and cost of service and rate design studies for water,wastewater and solid waste utilities.
Having effectively guided numerous repeat clients through a wide variety of operational and financial challenges,
Mr. Yanke serves as a trusted advisor in an ever-changing marketplace. In addition, he has conducted numerous
water, wastewater and solid waste related research projects on such topics as regionalization and Texas-Mexico
border infrastructure needs. Drawing on his operational experience, Mr.Yanke uniquely blends technical expertise
with his business perspectives when providing economic and financial advice to these clients.
Mr. Yanke joined Reed-Stowe & Company, Inc. in February 1991. In October 2000, the company was renamed
Reed, Stowe &Yanke, LLC (RS&Y) and in March of 2003 was sold to R. W. Beck, Inc., which was subsequently sold
to SAIC in 2009 and finally spun off in 2013 into Leidos where Mr. Yanke most recently served as a Vice President.
Effective April 2014, Mr. Yanke joined NewGen Strategies & Solutions as a partner leading the municipal solid
waste practice, in addition to serving his water and wastewater clients.
EDUCATION
• Texas A&M University,College Station, Master of Business Administration
■ University of Wisconsin, Madison, Bachelor of Business Administration
EXPERIENCE
Some of the following projects were completed by Mr. Yanke while employed at his prior firms.
Water and Wastewater Experience
Listed below are clients for whom Mr. Yanke has either managed or assisted in the conduct of water and
wastewater cost of service and rate design studies, valuation studies, feasibility analyses, damage calculations,
and/or litigation support services. (Many of these clients have retained Mr.Yanke,to conduct follow-up studies in
later years.)
Cities
■ Bartlesville,Oklahoma ■ Edmond,Oklahoma
■ Bellaire,Texas ■ Fort Worth,Texas
• Borger,Texas ■ Gilmer,Texas
• Copperas Cove,Texas ■ Greenville,Texas
• Del Rio,Texas ■ Hobbs, New Mexico
• Denton,Texas ■ Huntsville,Texas
• Donna,Texas ■ Kilgore,Texas
• Douglas,Arizona ■ La Feria,Texas
• Eagle Pass,Texas ■ Lacy Lakeview,Texas
Economics Strategy I Stakeholders Sustainability
www.newgenstrategies.net
Dave Yanke
President— Environmental Practice
■ Laredo,Texas ■ Richmond,Virginia
■ Lewisville,Texas • Rowlett,Texas
• Longview,Texas • San Antonio Water System
■ Los Fresnos,Texas ■ Stillwater,Oklahoma
■ Nogales,Arizona ■ Sugar Land,Texas
■ Palestine,Texas ■ Temple,Texas
■ Paris,Texas ■ Tyler,Texas
■ Pharr,Texas • Weatherford,Texas
■ Primera,Texas
Water Supply Corporations,Districts,and Authorities
• Blackland Water Supply Corporation ■ Rockett Special Utility District
■ EI Oso Water Supply Corporation ■ Tarrant Regional Water District
■ Greater Kelly Development Authority • Texas Water Development Board
■ Johnson County Special Utility District ■ United States Marine Corps
• Lower Valley Water District • United States Navy Southwest Division
■ Lower Colorado River Authority • Walker County Rural Water Supply Corporation
■ Manville Water Supply Corporation ■ Webb County,Texas
Listed below are several water and/or wastewater utilities Mr. Yanke has assisted in addressing operations,
management and regionalization issues:
■ La Joya Water Supply Corporation
■ Yuma County,Arizona
TESTIMONY
■ Filed written testimony with regard to the EI Oso Water Supply Corporation vs. Karnes City water rate dispute.
District Court Cause Number 94-08-00134-CVK.
■ Filed written testimony with regard to the City of Lacy Lakeview vs. City of Waco wholesale water dispute.
SOAH Docket No.582-97-0178.
■ Filed written testimony with regard to Greater Ouachita Water Company filing for an adjustment in water and
sewer rates and for approval or non-opposition to the issuance of bonds. Louisiana Public Service
Commission. Docket No. U-25962.
• Filed written testimony with regard to a Petition from Multi-County Water Supply Corporation to Appeal the
Wholesale Water Rate Increase of the City of Hamilton. SOAH Docket No.582-09-2557.
Thoughtful Decision Making for Uncertain Times 2
Dave Yanke
President— Environmental Practice
SPEAKING ENGAGEMENTS AND PUBLICATIONS
WATER&WASTEWATER
Fort Worth Wholesale Water Contract Negotiations,Texas Water Conservation Association (TWCA)Conference,
March 2013
Retail Water&Sewer Rate Policy: Who Should Pay for Costly Infrastructure?,Texas Water Law Conference,January
2013
How to Conduct a Water and Sewer Cost of Service Study for Your Utility, Oklahoma Municipal League Conference,
September 2012
Outside Professional Services—When to Contract Out,Texas Rural Water Association's(TRWA)Governance
Conference,January 2012
Equitable Treatment in Rate Structure Determination,TRWA Water District's Conference,September 2011
Cost of Servire and Role Design Seminars for Water and Wastewater 111dilies(oneltwo day training sessions)
■ Texas AWWA Rates and Charges Committee, Fall 2011(Austin, Houston, Dallas)
■ Texas AWWA Rates and Charges Committee, November 2005
■ Texas AWWA Rates and Charges Committee,October 2002
Financing Today's and Tomorrow's Needs,Western States Water Conference, November 2010
Building Consensus During the Development of a Uniform Wholesale Water Contract AWWA's Utility Management
Conference, February 2010
Financial Planning for on Aging Infrastructure—A Case Study in Stillwater, Oklahoma,ACE 2009,June 2009
Yaluation of a Disputed Water Servire Area
■ Texas Rural Water Association's 38th Annual Convention, March 2007
■ Texas Rural Water Association's Fall Management Conference, 2004
• Texas Rural Water Association's 291h Annual Convention, March 1998
The Economics Associated with Inter-Basin Transfers, Charting the Course Conference, November 2006
Conservation Based Pricing,Texas Rural Water Association's 36th Annual Convention, March 2005
Valuing Your Utility System, New Mexico Rural Water Association Conference, March 2004
How to Determine Your Cost of Service,Texas Rural Water Association's 25th Anniversary Convention, March 1994
ADVISORY COUNCILS & BOARDS
■ Serves on the Texas Commission on Environmental Quality(TCEQ) Municipal Solid Waste Management
and Resource Recovery Advisory Council, (Appointed and Re-appointed since September 1995)
• Serves on the State of Texas Alliance for Recycling(STAR) Board of Directors(Elected November 2014)
3 Thoughtful Decision Making for Uncertain Times
OEM HALFF
S. Frank Crumb Jr., PE, BCEE
Halff Associates, Inc.
Education
Master of Engineering/Civil Engineering,Texas A&M University(1978)
Bachelor of Science/Civil Engineering,Texas Tech University(1976)
Licenses and Registrations
Professional Engineer,Texas—No. 50108
Board Certified Environmental Engineer,Texas—No.AAEE 2012
Mr.Crumb Joined Halff in 2014, bringing 35 years of water and wastewater utility experience in the
public sector, most recently as Water Director for the City of Fort Worth. In that position he was
responsible for a service area of more than 1 million people, 3,500 miles of water and wastewater
piping, water treatment capacity of 400 mgd and wastewater treatment capacity of 166 mgd. He also
was actively engaged in financial management of the utility, including annual budget preparation and
rate recommendations to the city council. His role as Assistant Director and other positions focused on
long-range planning for the fast-growing city and wholesale customers as well as delivering the Capital
Improvement program in a timely manner. He has a long history of working with public entities such as
the Tarrant Regional Water District and Trinity River Authority, as well as many wholesale water and
wastewater customers, and he has held board positions with the Water Reuse Association,Water Reuse
Texas and the Underground Construction Technology organization.
Experience with the City of Fort Worth Water Department
■ Wholesale Contracts—Worked directly with wholesale water and wastewater customers to
meet growing demands, allocate cost for new infrastructure,solve problems related to
pressure,water quality and metering. Primary contact for the renewal of wholesale water
contracts in 2010 and led the process during 1%:years to achieve unanimous support from the
customers and city council.
■ Energy Independence,Wastewater Treatment Plant—Provided oversight for evaluation and
design/construction for turbine generators using methane and landfill gas to generate power for
wastewater treatment plant. The initial contract operations by electric utility had issues and
mediation was required to terminate that agreement. The successful biosolids contract
operation was expanded to include the turbine generators. This project was subsequently
expanded into an overall net zero power use project with more efficient aeration and use of
steam blowers using the waste heat from turbines.
■ EPA Administrative Order/Facility Planning/Wastewater Master Plan—Program Manager of
facility plan update for Village Creek WRC to expand liquids/solids/odor control and meet CWA
regulations and discharge permit which was necessary for grant funding. Evaluated collection
system as part of EPA administrative order for City to update the Master Plan and Facility Plan
and rehab old mains provide capacity. The program was completed in seven years at a cost of
$230,000,000 to eliminate sanitary sewer overflows by adding capacity and reducing inflow and
infiltration. Increased preventative maintenance was a key part of this program.
■ Various Wastewater Treatment Expansions at Village Creek WRC—Provided overall program
management as outlined in the facility plan.
ONE
mom. ■
HALFF
■ Biosolids Management, Dewatering Facility and Landfill—Project Manager for a dewatering
facility and sludge only landfill as part of Phase 1B. Project was to replace deteriorated drying
beds and provide belt press dewatering. This project was developed based on a levee with
slurry wall in the flood plain and method to dispose using pier holes in the landfill for a limited
useful life. Upon evaluation, determined that a more sustainable process was needed and
developed contract documents to bid out a contract operation for design build of the
dewatering facility, performance metrics and land application on farm/ranch land. Contract
started in 1995 and has been renewed as late as 2015 in 5-year increments.
■ Water Conservation/Drought/Reuse—Provided department oversight to implement water
conservation programs to reduce per capita demand and extend life of existing sources. After
drought of 2006 worked with TRWD to implement regional water conservation plan for Fort
Worth and wholesale customers as well as Dallas and TRWD customers. Started time of day
restrictions which reduced the impact of evaporation and wind
■ Drought Management—Provided department oversight to implement drought plan and
response to conditions which would trigger restrictions on day- of-week watering. Spread
demand out over six days and reduce peaks as well as overall demand reduction on annual
basis. Required significant public input, council policy approval and enforcement issues and was
intended to encourage ongoing change in behavior regarding efficient outdoor water use.
■ Water Reuse Project—Led the effort to implement first major water reuse project in Fort
Worth. Worked with three wholesale customers to contract for reuse water, developed
contracts, rate structure, take or pay provisions and provided oversight on design and
construction. Led in negotiations with TWDB for Clean Water and ARRA funding to greatly
reduce the annual debt service and help project break even sooner than with conventional
financing. Project was complete in 2012 at a cost of$15,986,000 with piping from 30" to 16",
UV disinfection and filter upgrades to maintain water quality and meet 210 regulations.
■ Eagle Mountain WTP—Project Manager responsible for site selection, evaluating new
technology at other plants, and public input. Construction Manager oversight including claims
negotiation in 1994 at a cost of$31,907,000.
■ Westside WTP 15 mgd Membrane Plant in Conjunction with TRWD Eagle Mountain
Connection—Provided department oversight of plant design that included ozone and
expandability by adding membrane racks. Treatment plant cost was$47,310,000 after rejection
of initial bids and redesign of some of the project to lower cost and get more competition.
Project completed in 2011. Plant added enough redundancy to the distribution system that
ultimately allowed other plants to be taken off line during winter of 2013 and summer of 2014
creating operational cost savings of$400,000 with power and chemical savings.
■ Various Water Treatment Plant Expansions—Holly, Rolling Hills and Eagle Mountain
■ Marys Creek Water Reclamation Plant Siting Process—Provided leadership to evaluate sites on
the west side of Fort Worth for a future water reclamation facility which would be needed to
serve the vast undeveloped ranchland west of Loop 820. This process included technical
evaluation of sites, public participation in the form of an open house and several public
meetings. Opposition was determined and an upstream site was selected which was a
compromise between the ideal technical site and the publicly acceptable site. This provided a
case study in public input and how that factors into long term wastewater plant siting. The
process included the education of a new councilmember who became the biggest advocate for
the site, working directly with the property owner's agent/attorney, acquisition at a cost of
$5,000,000 for 100 acres to provide adequate buffer. This project was a good example of doing
a project that needs to be done before a critical deadline.
NewGen Chris D. Ekrut
Director, Environmental Practice
• , � ,, & Solutions cekrut@newgenstrategies.net
Mr. Ekrut currently serves as Director of NewGen Strategies&Solutions, LLC Environmental Practice. He has been
in this role since September 2012. Prior to joining NewGen Strategies&Solutions, Mr. Ekrut joined J.Stowe&Co.
(now NewGen) as a Senior Consultant in May 2008 and was subsequently promoted to Manager in December
2009. Prior to joining J.Stowe&Co., Mr. Ekrut was employed by R.W. Beck, Inc.as a Staff Consultant beginning in
June 2005, after earning his Masters in Public Administration from the University of North Texas and graduating
with honors. Prior to beginning his consulting career, Mr. Ekrut served as an intern for U.S. Congressman Larry
Combest,Texas 191h District.
EDUCATION
■ Masters of Public Administration, University of North Texas
■ Bachelor of Arts in Public Administration,West Texas A&M University
PROFESSIONAL AFFILIATIONS
■ American Water Works Association
■ Texas Municipal Utilities Association
EXPERIENCE
During his career, Mr. Ekrut has assisted in conducting a variety of engagements for water,wastewater,solid
waste,electric,and natural gas utilities. A sampling of Mr. Ekrut's experience is included below:
■ Assisted in conducting an Economic Impact and End User Impact Analysis for the Toledo Bend Water
Supply Project,which proposes to supply at least 600,000 acre-feet of raw water to the DFW Metroplex.
■ Assisted the City of Arlington in conducting a wholesale water sales assessment study.
■ Assisted the Texas Water Development Board in conducting a Socioeconomic Analysis of Select Interbasin
Transfers in Texas and developing a model to quantify the financial impact of water conservation
measures.
■ Assisted the North Texas Municipal Water District in analyzing rate alternatives for its Member Cities.
■ Assisted in conducting Socioeconomic Analysis in support of the Region C Study Commission Report in
response to SB 3,90th Texas Legislative Session requirements.
■ Assisted Dallas Water Utilities and Tarrant Regional Water District in conducting a study of the Raw Water
Transmission System Integration of Lake Palestine.
■ Served as the Project Controls lead for the Program Management of the Waco Metropolitan Area
Regional Sewer System Treatment Plant Expansion Program.
■ Conducted a top-down Water Audit and assisted in the development of a wholesale water contract for
the City of Gainesville,Texas.
■ Assisted the City of Terrell, Texas in conducting a top-down water audit and developing a Standardized
Developer Agreement related to Water and Wastewater Infrastructure.
■ Assisted the City of Denton, Texas in developing and Indirect Cost Allocation Model for general fund and
internal service fund departments.
Economics I Strategy I Stakeholders I Sustainability
www.newgenstrategies.net
Chris D. Elcrut
Director, Environmental Practice
■ Assisted the City of Gunter, Texas in performing due-diligence and establishing a developer proposed Tax
Increment Reinvestment Zone.
■ Assisted Nueces County Water Control & Improvement District No.4 in reviewing and negotiating a water
rate methodology with the City of Corpus Christi.
■ Assisted the Pittsburgh Water and Sewer Authority in reviewing the appropriateness of subsidy payments
made to Pennsylvania America Water Company
■ Assisted the Navajo Tribal Utilities Authority in updating and amending its water and wastewater service
tariff terms and conditions
■ Assisting the City of Killeen in evaluating the feasibility of establishing and setting a user fee for a
Transportation Utility
Utility Business Plans
■ City of Gainesville,Texas ■ City of Blue Mound,Texas
■ Town of Prosper,Texas
Operations and Management Reviews:
■ Brownsville Public Utilities Board
■ Lower Colorado River Authority's Water and Wastewater Service Unit
System Valuations:
■ City of Blue Mound,Texas ■ City of Tyler,Texas
■ Town of Lakeside,Texas ■ City of Oak Point,Texas
■ City of Southmayd,Texas
Wholesale and/or Retail Water, Reclaimed Water, Wastewater, and Drainage Cost of Service and Rate Design
Studies:
■ Town of Addison,Texas ■ City of Glenn Heights,Texas
■ City of Aledo,Texas * ■ City of Graham,Texas *
■ City of Amarillo,Texas ■ City of Grapevine,Texas *
■ City of Bellaire,Texas ■ City of Killeen,Texas*
■ City of Burkburnett,Texas* ■ Town of Lakeside,Texas*
■ City of Burnet,Texas* ■ City of Lancaster,Texas*
■ Canyon Regional Water Authority ■ City of League City,Texas
■ City of Cedar Park,Texas ■ City of Lewisville,Texas
■ City of Cisco,Texas ■ City of Mansfield,Texas
■ City of Coleman,Texas ■ City of McGregor,Texas
■ Double Diamond Utilities Co. * ■ City of Mexia,Texas
■ City of Farmersville,Texas * ■ City of Murphy,Texas
■ City of Gainesville,Texas* ■ City of Paris,Texas *
■ City of Garland,Texas* ■ Pittsburgh Water and Sewer Authority
Thoughtful Decision Making for Uncertain Times 2
Chris D. Ekrut
Director, Environmental Practice
■ City of Portland,Texas ■ City of Terrell,Texas
■ Possum Kingdom Water Supply Corporation ■ City of Tyler,Texas
■ Town of Prosper,Texas* ■ City of Waco,Texas
■ City of Roanoke,Texas* ■ City of Weatherford,Texas
■ City of Seagoville,Texas ■ City of Willow Park,Texas
* Engaged for multiple studies
Expert Witness Testimony Development and/or Litigation Support
■ SOAH Docket Nos. 582-02-1652, 582-03-1820, 582-03-1821, & 582-03-1824 — Applications of
McKinney, Melissa, and Anna and North Collin Water Supply Corporation to Amend CCN Nos. 10194,
11482, 12976, 11035 and Sewer CCN No. 20898 and of the City of Melissa to Obtain a Sewer CCN in
Collin County
■ SOAH Docket No. 582-06-1366, Woodcreek Ratepayers Coalition Petition to Appeal the City of
Woodcreek's Decision to Establish Water and Sewer Rates Charged by Aqua Utilities
■ SOAH Docket No. 582-06-2023, Application of the Town of Lindsay to Amend Water and Sewer
Certificates of Convenience and Necessity Nos. 13025 and 20927
■ SOAH Docket No. 582-07-2049, Petition of BHP Water Supply Corporation Appealing the Wholesale
Water Rate Increase of Royse City,Texas and Request for Interim Rates
■ SOAH Docket No.582-08-1318,Application of Mustang Special Utility District to Decertify a Portion of
Sewer Certificate of Convenience and Necessity No. 20867 From AquaSource Development, Inc. DBA
Aqua Texas Inc.,and to Amend Sewer CCN No.20930 In Denton County,Texas
■ SOAH Docket No. 582-08-0698, Application of Double Diamond Utilities Company to Change its
Water Tariff
■ SOAH Docket No. 582-08-1341, Application of Monarch Utilities I, L.P., to Change Water and Sewer
Rates and Tariffs
■ SOAH Docket No. 582-08-2580, Appeal by Midway Water Utilities, Inc. CCN No. 11571, From the
Ratemaking Actions of the City of Oak Point
■ SOAH Docket No. 582-09-4288, Application of Double Diamond Utilities Company, Inc. to Change its
Water Tariff
■ SOAH Docket No. 582-09-6112, Application of Double Diamond Utilities Company, Inc. to Change its
Sewer Tariff
■ SOAH Docket No. 582-12-5332, Application of Upper Trinity Regional Water District for Water Use
Permit No.5821
■ SOAH Docket No. 582-14-2854, Petition of Fort Belknap Water Supply Corporation and Graham East
Water Supply Corporation to Appeal the Wholesale Water Rate increased imposed by the City of
Graham
Solid Waste Experience
■ Assisted in conducting a Municipal Solid Waste Operations Study for the City of Denton,Texas
■ Assisted in the conduct of an Alternative Feasibility Study for the City of Peoria,Arizona
■ Assisted Siemens Energy and Environmental Services in conducting a detailed Waste Shed Analysis of the
Dallas-Ft.Worth Metroplex in support of a new,environmental-friendly waste processing technology
3 Thoughtful Decision Making for Uncertain Times
Chris D. Ekrut
Director, Environmental Practice
■ Assisted in conducting a Mixed Recycling Facility (MRF) Study for the North Central Texas Council of
Governments
Electric Utility Experience
■ Assisted Garland Power & Light in the conduct of an Asset Inventory and Assessment in 2006, filing their
2006 and 2006 Earnings Monitoring Report and 2014 Transmission Cost of Service Study with the Public
Utility Commission of Texas
■ Assisted the City of Brenham, Texas in conducting an Electric Cost of Service and Rate Design Study and
developing a Power Cost Recovery Factor(PCRF)
■ Assisted Austin Energy in modifying and refining the utility's excel-based financial forecasting model.
Gas Utility Experience
■ Assisted the City of Brenham,Texas in analyzing and amending their Gas Cost Adjustment Factor
■ Provided litigation support in Texas Railroad Commission Docket No. 9670—Petition for De Novo Review
of the Reduction of the Gas Utility Rates of ATMOS Energy Corp., Mid—Tex Division.
Franchise Fee Experience
■ Assisted in conducting reviews of the franchise fee payments made by Charter Communications to the
Cities of Rockwall and Denton,Texas.
■ Assisted in conducting reviews of the franchise fee payments made by Oncor to a coalition of Cities within
the State of Texas
■ Assisted in conducting franchise fee reviews of gas and electric providers in Fayette County, Kentucky.
Impact Fee Experience
Mr. Ekrut has assisted in the development of Water, Wastewater, and/or Roadway Impact Fees for the following
clients:
■ City of Ft.Worth,Texas ■ City of McKinney,Texas
■ City of Frisco,Texas ■ City of Willow Park,Texas
■ City of Glenn Heights,Texas
Publications and Presentations
■ "Allocating the Costs of Population Growth in Wholesale Water Contracts," Texas Water Law
Conference,January 2007
■ "Business Planning and Its Benefits to Municipal Utilities," American Water Works Association, Texas
Section,2008
■ "Plan Your Work and Work Your Plan: The Benefits of Municipal Utility Business Planning," Texas
Town &City,October 2009.
■ "Strategies for Pricing Direct Water Reuse,"Texas Water Conservation Association, March 2013.
■ "Utility Management and Revenue Considerations," New and Emerging City Manager Roundtable,
North Central Texas Council of Governments, February 2014.
■ "When in Drought! Utility Ratemaking 101," Government Finance Officers Association of Texas, April
2014.
Thoughtful Decision Making for Uncertain Times 4
Carolyn M. Marshall CPA
Carolyn M. Marshall
Owner, Carolyn M Marshall CPA
Ms. Marshall is owner of Carolyn M Marshall, CPA, with a BBA in Accounting from the
University of Texas at Arlington. She has 31 years experience as an
Accounting/Financial professional, with 26 of those years spent in water and sewer
utilities and municipal finance.
From 1989 to 1997, she was employed by the City of Fort Worth, Texas Water
Department as Senior Utility Rate Analyst where she assisted in the development and
implementation of a new retail rate structure ensuring fairness between ratepayers.
Additionally, she implemented and monitored a long range financial plan to maximize
revenues in all areas of the utility including operations and capital projects.
From 1997 to 2001, she was Director of Finance for the City of Watauga, Texas located
in a high growth area of the Dallas/Fort Worth Metroplex. Areas of responsibility
included all areas of finance and accounting, investments, budgeting, audit preparation,
Municipal Court, Utility Billing, and IT. During this time, the City of Watauga
purchased their water and sewer system from another city. As the Director of Finance,
she assisted in the start-up of the utility department, including installing utility billing
software,hiring staff and implementing policies and procedures.
In 2001, she opened her business as an independent consultant to governmental entities,
concentrating on municipalities. Based on her previous municipal experience, she
provides financial and consulting services, including cost of service and utility rate
studies for water, wastewater & storm drain; serving as interim finance director, when
needed; providing staff assistance for cities; as well as providing municipal finance and
accounting training to cities throughout the State of Texas.
Ms. Marshall is a member of the Fort Worth Chapter Texas Society of CPA's,
Government Finance Officers of Texas Communications and Ethics Committees. She is
certified by the North Central Texas Regional Certification Agency as a Woman Owned
Business Enterprise.
. Stephanie Crain
r � Staff Consultant
Solutions
scrain@newgenstrategies.net
i
Ms. Crain joined NewGen Strategies & Solutions, LLC as a consultant in May 2014. Prior to joining the firm, Ms.
Crain served as a Solid Waste Analyst at SAIC Energy, Environment & Infrastructure, LLC. Ms. Crain has also
served as a financial analyst for The Public Consulting Group, Inc. where she supported the following services to
various public sector health institutions:Medicaid rate setting,CMS cost reporting,hospital bad debt analysis. Ms.
Crain's area of focus primarily falls within utility cost of service,rate design,and financial analysis.
EDUCATION
■ Rice University,Bachelor of Arts in Mathematical Economic Analysis
EXPERIENCE
Some of the following projects were completed by Ms. Crain while employed by SAIC Energy, Environment &
Infrastructure,LLC.
Tarrant Regional Water District (TRWD), Texas
Ms. Crain assisted TRWD with financial planning related to the $2.3 billion Integrated Pipeline Project. TRWD
has partnered with the City of Dallas to construct the pipeline,which will run from Lake Palestine to Lake Benbrook,
with connections to Cedar Creek and Richland-Chambers Reservoirs. Ms. Crain performed monthly recurring
cash flow analyses to plan debt issues and ensure the project is sufficiently funded.
Solid Waste Financial Consulting
Ms. Crain has conducted cost of service analysis and rate design studies for the clients listed below. This
service assists these entities in understanding the financial situations of their utility & operation. These studies
designed service rates for a five year forecast to ensure the financial integrity of the operation.
• City of Midland,TX • Santa Fe Solid Waste Management Agency,NM
• City of Santa Fe, NM ■ City of Huntsville,TX
• City of Superior,WI ■ City of Nacogdoches,TX
Landfill Financial Analysis
City of Dallas,Texas
Ms.Crain assisted in the evaluation of a market and financial analysis which examined the competitiveness of
pricing for the City of Dallas'disposal services.
Landfill Valuation
City of Midland,Texas
Ms.Crain performed an income approach analysis for the City of Midland's Landfill,which provided an indication
of value to the City.
Economics I Strategy I Stakeholders Sustainability
www.newgenstrategies.net
SUSAN G. ZACHOS
Law Offices of Susan G. Zachos, P.C.
Of Counsel to The AL Law Group PLLC
12400 Highway 71 West, Suite 350-150 -
Austin, Texas 78738
(512) 773-0690
Susant7a ALLawGp
Nature of Experience:
Ms. Zachos' experience includes: drafting, negotiating and litigating wholesale water and
wastewater utility contracts; wastewater plant permit applications, regulatory compliance and
enforcement; and review and drafting of utility statutes and municipal ordinances. She has
represented numerous Texas cities, among them: Fort Worth, Houston, Waco, Dripping
Springs, West Lake Hlils and Pflugerville. She is a frequent speaker and writer on water utility
topics and has been recognized as a leading attorney in Texas.
Education:
J.D. Magna cum Laude, University of Houston Law Center, May 1988; Order of the Coif,
Order of the Barons, Phi Delta Phi Legal Fraternity; 4 American Jurisprudence Awards,
including top student in Contracts (Spring 1986)
M.S. in Geology with honors, University of Florida -Gainesville, June 1978
B.S. in Geology with high honors, University of Florida -Gainesville, August 1976
Professional Experience:
Law Offices of Susan G. Zachos, P.C., now of Counsel to The AL Law Group, 2006 to present.
Kelly Hart & Hallman LLP, Austin, Texas, 1991 to 2006 (Austin Managing Partner 1996-2006).
Graves, Dougherty, Hearon & Moody, P.C., Austin, Texas, 1988-91.
Professional Licenses:
Admitted to Practice in the Courts of the State of Texas (1988) and
U.S. Court of Appeals, Fifth Circuit (1997).
Licensed by the Texas Board of Professional Geoscientists as a "Professional Geoscientist"
License No. 1975 (Geology)
Reported Cases
Canyon Regional Water Authority v. Guadalupe-Blanco River Authority, 286 S.W.3d 397 (Tex.
App. —Corpus Christi 2008) no pet. (counsel for prevailing party, GBRA).
Texas Water Commission v. City of Fort Worth, 875 S.W.2d 332 (Tex. App. —Austin 1994),
writ ref n.r.e. (counsel for prevailing party, City of Fort Worth).
Texas Oil and Gas Assoc. v EPA, 161 F.3d 923 (5th Cir. 1998) (lead counsel for Texas Oil and
Gas Association challenge to NPDES effluent limitation rule).
Susan G. Zachos
Page 2 of 3
Professional Activities and Honors:
State Bar of Texas since 1988 and Texas Bar Foundation Fellow
Listed by Texas Monthly as a Texas Super Lawyer every year since 2003
Listed among "Top 50 Female Super Lawyers" in Texas and "Top 50 Central & West Texas
Region Super Lawyers" by Texas Monthly(Nov. 2003).
Listed in Best Lawyers in America since 1995.
Listed in Chambers USA Client's Guide among "Texas Leaders" and "recommended" in
environmental law (2006).
Texas Water Conservation Association
Nutrient Criteria Committee Member(2001 to 2007)
Selected Presentations and Articles:
Transfer of Water Utility Regulation to the Public Utility Commission of Texas: Wholesale
Rate Regulation and The Public Interest Test, 2013 Texas Water Law Institute, Austin, TX,
December 5-6, 2013.
From Application to Annexation: How Municipalities Deal with Special Purpose Entities, 11 th
Annual Land Use Planning Law Conference, sponsored by the University of Texas, Austin,
Texas, April 13 2007.
Ethics for Environmental Professionals, Air and Waste Management Association of Texas
(Austin Chapter) March 22, 2007.
Should TCEQ Set the Price for Water: TCEQ Appellate Review of Wholesale Water Rates—
Its Basis in Law and Policy, Texas Rural Water Association/Texas Water Conservation
Association Water Law Seminar, January 18-19, 2007.
Ethics for Environmental Professionals, Industry Council on the Environment, October 19,
2006.
Wholesale Water Rate Cases— Viable or Not?Texas Water Law Conference, sponsored by
the University of Texas, Austin, Texas, November 4-5, 2004
Wholesale Rates— the Law and the Rules Behind TCEQ's Rate Review Authority, Texas
Water Conservation Association Mid-Year Conference, Galveston, Texas, June 2-4, 2004.
Case Law Update, 13th Annual Texas Water Law Conference, sponsored by CLE
International, Austin, Texas, October 2-3, 2003.
Water Service and Certificates of Convenience and Necessity— What's New, The Changing
Face of Water Rights in Texas 2002, sponsored by State Bar of Texas, San Antonio,
Texas, February 14-15, 2002.
Regionalization of CCNs by Municipalities— Cities'Perspective, 11th Annual Texas Water
Law Conference, sponsored by CLE International, Austin, Texas, October 15-16, 2001.
Access to Water in the ETJ— City and Developer Perspectives, 5th Annual Conference on
Land Use Planning Law, sponsored by University of Texas School of Law, Austin, Texas,
February 22-23, 2001.
Susan G. Zachos
Page 3 of 3
Relevant Experience:
• Served as outside counsel to the City of Fort Worth ("City") in the successful drafting and
negotiation of its 2010 wholesale water agreements with over 20 customer cities.
• Routinely represented the City beginning in 1991 and under four successive Water
Department Directors, on issues with its various municipal wholesale water and sewer
customers, including contract interpretation and application, impact fees, service areas,
and CCN disputes with competing cities, districts and investor-owned utilities.
• Represented the City in drafting and negotiating contracts to serve the Tradition
Municipal Utility Districts, based on the form of its existing wholesale contracts.
• Represented the City before the Texas Commission on Environmental Quality ("TCEQ")
and its predecessor agencies and Texas state courts in a multi-year wholesale rate
dispute with a neighboring city over sewer rates and ownership of infrastructure,
successfully achieving the City's objectives in this litigation. See Texas Water
Commission v. City of Fort Worth, 875 S.W.2d 332 (Tex. App. 1994).
• Represented the City in the rulemaking proceeding to adopt the "Public Interest Rules"
(30 Tex. Admin. Code Ch. 291, subch. 1) governing review of wholesale rate disputes,
including successfully drafting and lobbying for changes in the rules to protect the
integrity of wholesale water and wastewater contracts.
• Researched and drafted a "White Paper' at the request of the City's Water Department,
evaluating the use of"Municipal Utility Districts" and "Public Improvement Districts" to
fund water and wastewater infrastructure, and later advised City staff and elected
officials in drafting and adopting the City's "Policy Concerning Creation of Conservation
and Reclamation Districts." httr)://www.fortworthgov.org/ur)loadedFiles/MUDPolicy.odf
• Represented a Hays County, Texas Type A municipality in planning, permitting,
constructing and adopting codes to regulate its first centralized wastewater system, and
in subsequent wholesale contracts to provide service to districts and developers.
• Represented a Travis County Type A municipality in drafting and negotiating its first
Commercial Wastewater Service agreement, including rates, impact fees and other
capital recovery issues.
• Represented the City of Waco in a wholesale water rate appeal at the TCEQ's
predecessor agency, in which the issues included the existence and enforceability of a
written wholesale water contract under the TCEQ's Public Interest Rules.
• Represented the Guadalupe-Blanco River Authority in a multi-year wholesale contract
rate dispute under the Public Interest Rules, from the initial TCEQ petition through final
successful resolution of legal issues at the Texas Court of Appeals, and dismissal of the
related pending wholesale rate cases.