Title
Consider a resolution authorizing the President to execute an Amended and Restated Master Contract for the Financing, Construction and Operation of BCRUA Regional Water Treatment and Distribution System with the cities of Cedar Park, Leander and Round Rock. (BCRUA-2025-008)
Body
The primary reason for the Amended and Restated Master Contract (AMC) was to incorporate the language from the seven amendments into the original 2008 Master Contract (MC), do a comprehensive review, cleanup and update of all needed areas in the agreement with the end result being one amended and restated agreement. The MC only provided for the construction of Phase 1, which was referred to as “the Project.” Therefore, to make it a “forever agreement” the term “Project” was replaced with the “System.” The definition of System now includes the raw water system that delivers raw water to Cedar Park and Leander treatment plants and the BCRUA plant, the BCRUA treatment system, and the treated water distribution system. A summary of the amended contract is as follows:
• Significant amounts of duplicative language were removed resulting from combining the seven amendments into one document.
• Recitals have been updated.
• All exhibits have been revised/updated and reduced to 7 exhibits:
Exhibit A - System
Exhibit B - Delivery Points
Exhibit C - Raw Water Delivery System Capacities and Cost Allocation
Exhibit D - Treatment System Capacities and Cost Allocation
Exhibit E - Treated Water Distribution System Capacity Allocation
Exhibit F - Reserved Capacity in System Components built with Phase 1A
Exhibit G - Operations and Maintenance Expense Allocation
• New and improved exhibits include Delivery Points, Treatment System Capacities/Cost Allocations, and Distribution System Capacity Allocation.
• Updated/clarified/new definitions for Annual Budget, Capital Improvements, Capital Expenses, Capital Improvements Budget, Emergency Repairs, Engineering Reports, Expansion, Plans and Specifications and System were added.
• The raw water contracts between LCRA, BRA, and the three cities have been removed since it is not necessary for the raw water contracts to be attached to the AMC.
• Eliminated the reference to a “completion date” as no longer relevant.
• Made numerous changes to make it clear that the System is owned by the three cities, and not the BCRUA.
• Updated and improved procedure for System Expansions.
• Had Bond Counsel review all relevant financing and bond language in the agreement.
• Updated the billing procedure to the cities to reflect the process and procedures as they have changed over the years.
• Removed the creation, composition and responsibilities description for the Operations Committee from the AMC and placed into the amended Bylaws. The OC is adopted by reference in the AMC.
• Updated capacity and cost allocation exhibits including a new raw water capacity allocation exhibit for use once Phase 2 begins delivering raw water to Cedar Park’s and Leander’s water treatment plants and the BCRUA plant.
• Added a new “System” exhibit and “Delivery Points” exhibit.
• Added clarification that BCRUA owns, operates and maintains all equipment at the Delivery Points to each city including valves, meters, SCADA and chlorine residual analyzers.
• Updated the Annual Budgeting procedure to be consistent with how it is currently done and added cost categories for raw water electricity, chemicals and system/facility repairs and maintenance that will be needed once Phase 2 comes on-line.
• Added procedures used for annual “True-Up” of the O&M budget at the end of the FY to reflect actual costs versus estimated, which are used for budget preparation.
The AMC has been reviewed by all 3 city attorneys and the OC and staff recommends approval of the attached resolution authorizing the President to execute the Amended and Restated Master Contract.