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HomeMy WebLinkAboutRes 2021-12-1069 Interlocal Agreement between Anna, Melissa Howe and Van Alstyne water GTUACITY OF ANIMA, TEXAS RESOLUTION NO, A0J I - l A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF ANNA AND THE CITIES OF MELISSA, HOWE, AND VAN ALSTYNE FOR THE PURCHASE OF A PORTION OF THE CITIES OF MELISSA'S,HOWE'S, AND VAN ALSTYNE'S CONTRACT MINIMUM WATER SUPPLY THROUGH THE GREATER TEXOMA UTILITY AUTHORITY; AND FURTHER AUTHORIZING THE CITY MANAGER TO MAKE PAYMENT TO THE CITIES OF MELISSA, HOWE, AND VAN ALSTYNE FOR THE PURCHASE OF SAID ADDITIONAL WATER SUPPLY AS SET FORTH IN THE TERMS AND CONDITIONS OF THE INTERLOCAL AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Anna and the Cities of Melissa, Howe, and Van Alstyne are all members of the Collin Grayson Municipal Alliance; and WHEREAS, the Collin Grayson Municipal Alliance has a contract with the Greater Texoma Utility Authority for the purchase of water with agreed upon take or pay minimum volumes for each City; and WHEREAS, the City of Anna is growing in both size and population, which is increasing the demand for water within the City; and WHEREAS, it is in the public interest for the City of Anna to purchase a portion of the City of Melissa's, Howes, and an Alstyne's unused take or pay minimum volume in order to supply the City of Anna with the volume of water required to serve the public; and WHEREAS, the purchase of a portion of the City of Melissa's, Howes, and Van Alstyne's unused take or pay allows the City of Anna I the automatic increase to their contractual take or pay minimum volume; and WHEREAS, the Interlocal Agreements is attached hereto as Exhibit A Exhibit B and Exhibit C; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Interlocal Agreement and Authorization of Payment CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 of 20 The City Council of the City of Anna, Texas hereby approves the Interlocal Agreements attached hereto as Exhibit A, Exhibit B, and Exhibit C, and authorizes the City Manager to execute the Interlocal Agreements and approve payment for the purchase of a portion of the City of Melissa's, Howe's, and Van Alstyne's take or pay minimum volume of water. PASSED AND APPROVED by the City Council of the City of Anna, Texas and to be effective this LiM day of December 2021. � APPROVED: pF ABA •� � // c`N A . e Ngte Pike, Mayor Larne L. Land, fifty Secretary CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 2 of 20 11N E1AL-UVUAU AkNKEEIVIEIN B Y AINV 15h WEEIN THE CITY OF ANNA, TEXAS AND THE CITY OF VAN ALSTYNE, TEXAS FOR PURCHASE AND CORRESPONDING SALE OF A PORTION OF THE iELLING CITY'S MINIMUM ANNUAL VOLUME OBLIGATION UNDER THE GTUA�CITIES OF MELISSA, ANNA, VAN ALSTYNE, AND HOWE POTABLE WATER SUPPLY CONTRACT I rEXAS, a Texas Home�Rule Municipal Corporation, hereinafter referred to as "Anna", and the : ITY OF VAN ALSTYNE, TEXAS, a Texas General Law City hereinafter referred to as "Van &.1styne", collectively referred to herein as the "Cities", as follows* )f Interlocal Cooperation Act, Texas Government Code, Chapter 791, as amended (the "Act"),* ind I nter into inter4ocal agreements with each other to perform governmental functions and services s set forth in the Act; and exoma Utility Authority, hereinatter reterrect to as U I UA tor the planning, construction, 7' .unding, and operations of a surface water supply system to serve the collective Contract Cities )f Melissa, Anna, Van Alstyne, and Howe, which agreement specifies the obligations of each )articipanto and �x "FF J F1 %J v J.16 U.11.1 VV %Wj- CL3 I V k�l L%J CUC al L C liaL 116 Ly 0 �br one month and forward, on a monthly basis, each Participating City shall be charged for 0 * Nater at the greater of its minimum annual volume amount (MAV) under the Potable Water 3upply Contract made and entered between such Participating City and GTUA; and WHEREAS for the water vear 2020m2021 ended Julv 31 2021 as nrovided for in said eferred to as "NTMWD" standard water purchase agreement, only the City of Anna received lelivery of water which equaled or exceeded the individual City required MAV; and it* WHEREAS, the Contract Cities of Melissa, Anna, Van Alstyne, and Howe have a mu 1� rake or Pay) Buy�Sell concept as referenced herein and as is further referenced and detailed in 'Exhibit A" attached hereto for reference in establishing the buy -sell rate, identifying the MAV mater to be transferred, and referencing the amount of purchase / transfer cost; and WHEREAS, the Cities of Van Alstyne, Howe, and Melissa are desirous of selling to I A r AAA A/ Trnnefar A r�om�nt r IM I AlInt r V D I Av as defined in this agreement and detailed in Exhibit A thus allowing van Aistyne, Jowe, and Melissa to recover a portion of the purchased but unused MAV for the stated water �ear; and GL%� 61MU11 V V Liu a5 VV I %Wa5 Ctil ircurnstances are further detailed in the October 20, 2021 memorandum titled "Sale of GTUA� GMA Buy�Sell MAV to Participant City" attached hereto for reference and labeled "Exhibit )L �9 & ecitals set forth above and terms and conditions below, agree as follows, KRM 1 ,xecuted and consummated in full between November 1, 2021 and January 31, 2022 and shall 0 iot apply to subsequent water volumes or water years unless said Cities so authorize by ;ubsequent agreement. kff11(hh1V1h1N I tiousand�gallon increments) of MAV water to ANNA for the water year ended July 31, 2021 ind ANNA shall remit to VAN ALSTYNE a payment for said transfer of MAV at the rate of 53.539 per thousand gallons totaling in the sum of $107,721.18 as payment in full for said ?ortion of VAN ALSTYNE's MAV. Following execution of this agreement, VAN ALSTYNE shall submit to ANNA an invoice for the transfer of the described MT�P for the above stated sum ind ANNA shall remit payment for said transfer within twenty (20) days of receipt of said nvoice, it being the intent that this transaction shall be completed as soon as reasonably possible, )ut on or before January 31, 2022, although it is specifically provided that completion of said nvoicing and payment after said date shall not invalidate any portion of this agreement, it being he intent however to complete said transaction before or by the stipulated date. TIT Cn"nolic nF ANWA nnrl VANT AT qTV'NTP lescribed herein and further detailed in the attached Exhibit A. VAN ALSTYNE, following approval of the interlocal agreement by each party thereto 0 hall submit to ANNA an invoice for the referenced volume of MAV water detailed above in 3ection 11 and for the stipulated sell purchase amount. 0 ANNA shall remit to VAN ALSTYNE the above stated payment for the transferred VIAV xvntpr within twPnt Qffi AyinArin ri 4z nf thp ri�ppint nf rPfPrPnPPrj ;nmtmirp Any party hereto wishing to verity the metered quantities ot water or the portion ot the ninimum annual volume to which this agreement refers shall be entitled to verification subject to ;aid verification being completed prior to the submission of the invoice referenced in item III — 2 0 0 ibove. Should GTUA verification indicate a different volume of minimum annual volume than %� FCA 1%�O %w'%� v 3 ct 111v ',Y 3cL 4ucL ey all ko 1%�au CL Fcteylll%� I 3al juantity of minimum annual volume prior to the invoicing and payment phase (item 111 2 & 3 ibove). KRMINATION L 11 0 0 0 0 ind continue in full force and effect until termination in accordance with its provisions, Anna ind VAN ALSTYNE herein recognize that the continuation of any contract after the termination )f this agreement or impacting any future water year shall be subject to City Council approval 'or each City, respectively. Following termination of th 0 is agreement, or should either City fall to xecute this agreement, there shall be no further commitment hereunder. However, upon the )ccurrence of such event in which either party terminates this Agreement by giving the other )arty thirty (30) days written notice, the selling party shall forward such notice to GTUA so that ilternative billing for the water volume specified in this agreement may be processed per the JTUA�CGMA billing policy. UEANE AIND UVED HAKIVILLENN Late of I exas, agree LO be responsible tur their own acts of negligence which may arise in ,onnection with any and all claims for damages, cost, and expenses to person or persons and )roperty that may arise out of or be occasioned by this Agreement. In the event of Joint and ,oncurrent negligence, Anna and Van Alstyne agree that responsibility shall be apportioned N rti ,omparatively. This obligation shall be construed for the benefit of the pa es hereto, and not 4 7'or the benefit of any third parties, nor to create liability for the benefit of any third parties, nor to leprive the parties hereto of any defenses each may have as against third parties under the laws ind court decisions of the State of Texas. The undersigned officer and/or agents of the parties hereto are the properly authorized fficials and have the necessary authority to execute this Agreement on behalf of the parties iereto. The Cities have executed this Agreement pursuant to the authority granted by its ,overning body. VIL ine provisions 01 MIS Agreement are severable. If any paragraph, section, subdivision, ;entence, clause, or phrase of this Agreement is for any reason held to be contrary to the law or .ontrary to any rule or regulation having the force and effect of the law, such decisions shall not a 0 iffect the remaining portions of the Agreement, KNUE 'r 5 5 )arties hereto, shall be governed by the laws of the State of Texas. The parties agree that this 0 kgreement shall be enforceable in Collin County, Texas, and, if legal action is necessary, 1 1 ,xclus*ve venue shall lie in Collin County, Texas. TERPRETATION OF AGREEMENT i )e in dispute, the Cities agree that the Agreement shall not be construed more favorably for �ither City. MEDIES emedy granted by law or equity; but each shall be cumulative of every right or remedy given iereunder. No covenant or condition of this Agreement may be waived without the express ,vritten consent of the parties. It is further agreed that one (1) or more instances of forbearance y ither party in the exercise of its respective rights under this Agreement shall in no way ei ,onstitute a waiver thereof. 0 a r j rz� � 5 ransfer any interest in this Agreement without the prior written consent of the other party. No issigranent, delegation of duties or subcontract under this Agreement will be effective without he written consent of both parties, IN WITNESS WHEREOF, the parties have executed this Agreement by signing below. 111111111 FPI APPROVED AS TO FORM: CITY ATTORNEY CITY OF VAN ALSTYNE, TEXAS Lane Jones City Manager APP�P1aED A� TO FORM - i CITY ATTOR � Y ILA for MAV Transfer Agreement for 2021 Water Year -Page 5 ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the day of 2021, by /l,,�rnILI / of the City of Anna, Texas, a Texas jr Home -Rule Municipal Corporation, on behalf of said municipality. -AkRIE L. LAND Hy Notary ID # 11419404 ".mires February 4, 2023 STATE OF TEXAS § COUNTY OF GRAYSON § Notary Public, State of Texas This instrument was acknowledged before me on the 2nd day of December, 2021, by Lane Jones, City Manager of the City of Van Alstyne, Texas, a Texas General Law City, on behalf of said municipality. ;`�;t�P���i� .;ENNIFER GOULD ' °�� ....,'B�= Nntary Public, State of Texa *'Q Comm. Expires 03-28-2022 ,,,, ,,�� Notary ID 12822086-1 ron Notary Public, State of Texas Exhibit A Attach copy of October 20, 2021 memorandum from Donald E. Paschal, Jr. to CGMA Mayors and City Managers regarding the subject: "Sale of GTUA-CGMA MAV to Participant City" ILA for MAV Transfer Agreement for 2021 Water Year -Page 6 IJUP ALL) to PASCMAL, JR. 04113arkwoodCourt McKinney, TX75070 Tel.&FAX972,529,1325 email*. don@paschalconsulting.com my with Buy�Sell Program Concept Changes / Revisions 3TUA�CGMA Cities have engaged the Minimum Take or Pay (MT/P) or Minimum Annual /olume (MAV) Buy -Sale Concept since October 2011. The process of the Buy�Sale Concept nvolved receipt of an annual report and a recommendation from Consultant (Don Paschal), b1lowed by authorizing Resolutions and ultimately Interlocal Agreements between the CGIVIA The purpose was to allow Cities using more than their MAV (formerly MT/P) ...ity Participants. o purchased unused MAV from Cities using less than their annual minimum amount. The elling City recouped a portion of their purchased MAV and the purchasing City purchased an amount of other cities unused water up to the amount of overage of Additional Water used ieeded the purchasing city at a formula rate that was less than the contract cost of the additional water if purchased from the GTUA�CGMA System. The purchased water was then becluced from the calculated MAV for the following year, thus both selling and buying Cities received benefit. Buy�Sell water was through the referenced interlocal agreement between he cities and thus not a component in which GTUA either blessed or managed the process )ther than documenting the adjustment to future MAV of the buying Cities. k 4F fk ; r% t% t� : J ZI V J Y �J V F ear by NTMWD with GTUA and most other Contract Entities and to set forth the most straight brward interpretation how the Buy�Sale Agreement Program can be continued. It is believed hat each Participant City should be advised of the Program Implementation changes ;ontemplated before crafting the final program for Cities to act on. The final Buy�Sale \greements Based on Participant City input will be ready for review by City Staff and ubsequent CGIVIA Board recommendation for action to the CGIVIA Participant Cities. There %ould be adjustments to the concept details as more information is gathered. 'oncept Modifications Contemplated: nodifications: Historical 2011 thru 2020 Program & Summary of Proposed Program Modifications 4 po ion of the unused IVIT/P from other CGIVIA member City or Cities. Such acquisition allows the elling UILY LU recoup some of the cost of the IVIAV kformerly 1V1 I ir) paid during the water year 1 .nding on July 31 of a given year) for an established discounted price, his practice is recommended for continuation with adjustments as detailed below. %;;i UU11U" %or 10 a U UO C1 a V P1 '�V "V V"UV1 00 a M&COO a V1 Qw V use for consideration in calculating the established buyasell price. The NTMWD base contract p 'des for Additional Water vol over MAV, to be purchased by Cities at the annual water rovi I rate set by NTMWD plus the GTUAwCGMA cost components set by CGIVIA Policy. The NTMWD Customer Contract, implemented with the 2021 Water Year provides that Contract & member Cities (entities) pay the full water rate for Additional Water (at least until such time as The District reinstates some form of excess or discounted additional water policy). Therefore, based on the 2020 Customer contract, buying Cities shall pay the established water year rate for Additional Water taken over the MAV. This would require cities using more than the MAV to pay the annually established MAV water rate for volumes over the MAV. y GTUA, provides the opportunity for unused water by some participants to sell their unused MAV a pa icipant using more that its established MAV for a given water year. 0 MAV volume from NTMWD that totaled 9,986 K gallons or MAV not used. The notice was accompanied by a small check refunding $0.49 / K gallons totaling $4,893.14. That refund amount will be shared proportionately (ratio of each underusing City to aggregate CGIVIA underuse) by underusing Cities (those not using their full MAV). The NTMWD refund is based on The District policy to rebate the amount of District cost saved by underuse through avoidance of costs for pumping electricity and unused chemicals, both of which would have been required to treat the water if pumped. y FF y appropriately and to consider any impact on the buynsell program as the result of District policy discounting (refunding) for the cost avoidance of electricity and chemicals not required due to underuse of MAV. This discount policy is the most rational provision available to serve as a method to discount the buymsell water in that it is a District wide policy that is set by an independent entity (NTMWD) as opposed to CGIVIA independently fabricating a mechanism. It is important that: a. there be a benefit that induces the Buying Pa icipants to purchase unused MAV from Selling Participants, and b. it is rational that Participants not using all their allocated MAV bear some cost exposure, c. This proposal provides the buyers the purchased amount of unused MAV at an approximate 12.5% discount with the Sellers having the same approximate 12.5% loss. de Additionally, the buyer Participant(s) will continue to receive credit for the purchase of unused MAV volume reducing their subsequent year MAV by the purchase volume. This also allows the aggregate CGIVIA MAV to match the calculated GTUA MAV as calculated by NTMWD. e. The Policy provision will be that the Selling Participants discount the water under the BuywSell agreements by the cost savings The District annually calculates as the cost electricity and CnemicalS. ror Me 202M I VVater Y ear thereinafter VV T that amount as $0.49 / K gallons V U 14soy IJIVVIOIV" VVIII 1Jt:G MV Qt:111"q radicipants, discounted price for Lhe ater weing sold under the BuynSell agreements shall be based on the cost savings NTMWD annually calculates as the cost avoidance for electricity and chemicals not required due to under use of the established MAV for the collective CGIVIA group. Unused group MAV will be proportionately shard among Participant's individual under use of Entity MAV allowing individual entity remaining unused MAV to be sold through the Buy�Sell Program and discounted to the Buying Participant. For the 202K1 Water Year, the discount (refund) was $0.49 K gallons . It Is recommended that buying Participants shall continue to receive full credit for water purchased from Selling Participants as has been the historic practice and policy, from at the Selling Cities; in such case, said city shall pay the GTUAmCGMA system full rate for the Water Year based on billing after all true up volume data is validated by NTMWD and GTUA. Such was not the case for the 2021 WY1 Therefore, to assure clarity, the Buying City is responsible for. 1 a Purchasing it's full share of MAV as billed for the WY by GTUA. 2s Purchasing available or agreed portion of unused MAV water from selling City or Cats i ies. 3s Purchasing any additional water taken beyond said Participant's MAV plus any unused MAV purchased from Selling Participantss the cost for this volume shall be he full established rate for the subject water year as a true up at the end of the water year when volumes are validated by both GTUA and NTMWD. 4. Additionally, purchasing City will receive a credit applied to the subsequent Water Year MAV thus reducing the subsequent year MAV by the volume purchased from Selling Cities. Qf ff A fk k th *4 1 kffi h *A 9 V y FF I 1W uvu" 101owull U V%A" 2. Avoids conflicting accounting for short aterm issues by charging the annually charged rates, and 3s Maintaining the credit for subsequent year MAV volume. Back testing has indicated consistency with audit validity with NTMWD volumes and the collective GTUA MAV while maintaining full accounting audit capabilities. he followinn tables illustrate the fundinn methodolonies and the resultinn buv sell 20210 2020*21 WY customer rate data All CGIVIA MAV water Entities (1000 gal units) unused MAV Program Rate rates $4sO29 $0,49 $1539 0 Proportionate Share Use: MAV available to be sold to Excess use City for 2020.21 water year MAV (in K Gal) Melissa Anna Van Howe Alstyne MAV water (all in K 403,845 381,399 59)313 59,3130 gallons) Total water Used, 342,267 499,052 26,282 36,282 including share of flushing, maint wtr Unused MAV (61)578) 0 (33)031) (33,031) Tot=127,640 Use over MAV 117,654 note: less than CGMA Total Unused 2020.21 Proposed MAV Sale Amt (apportioned amona Seller Cities) to buyer Cities Item Melissa Van Alstyne Howe K gallons offered for sale 1 56,759 30,446.8 30,446.8 purchase Tot Volume 117,654 Total amount of sale by / purchase @ $395399 / K gal $200,873.37 $1071721.18 $107,751,18 from Unused MAV beyond Sell amt 4,817.E 2,584.2 2,584.2 91986 K gal Shared equally by Seller Cities Share of NTMWD MAV refund $21360.62 $1,266.26 $11266.26 Total $ amt: $4,893.14 2020.21 Proposed MT-P Purchase Amt Item From Melissa From Van Alst ne From Howe Anna: Purchase in K Gallons 56,759 K gal 30,446.8 K gal 30,446.8 K gal 117,654 K gal Anna Purchase $ amt. $4161375.74 $2001873.37 $1071721.18 $107,721.18 based on purchase at $3.539 / K gal Thus, the purchase of unused MT/P from each Seller City by Anna is shown above resulting in a total purchase of unused MAV of $416,375.74. ULWL ClILL"WarnounLrelundedby,41 VVU LID %3 1 UA represents Inevolume or system AV that was under the Water year required volume; that volume at $0.49 / K gallons will e credited to the three under using Cities based on their respective under use as a percent f their respective MAV for the 2020�21 WY4 V �J " U G1 %-0 %J I %�v " IV qu Y U CIO UVII VVC UPC UY LI1qV \aV71V1P% :acilitator as an InterlocakAgreement among CGMA participating cities for the benefit of the )articipants with GTUA recognizing the cooperative arrangement between the Cities and weducing the Buying Cities subsequent year MAV by the volume purchased through the nterlocal Agreements between Buyer and Seller Cities. MAV obligations are paid by all ;ities in equal monthly payments beginning in October and concluding in September of each iscal / budget year for the MAV as set for the water year beginning August 1 of each year )ased on the adjusted consumption in the prior water year ending July 31 0 A true up of additional water volumes over MAV is charged upon final determination of actual volumes )ased on both NTMWD and GTUA records. Jetermines independently, It is noted that the Buying City would have to pay the established vater rate for the water year if this option were not available, However, the program allows: 1 Selling Cities to recoup a portion of the funds already spent for their required MAV; and for 2. Purchasing Cities to pay for water actually used at a discounted price and which allows said Purchasing City to reduce their respective MAV for the subsequent year to a lower level. 3. Cites should remember that regardless of where its consumption is for any year .... either a buyer or seller of unused MAV, that position could be changed as growth and water consumption impacts each Participant differently in future years. f ic nnfie�; nfintA fk f fk; M k f A 4 4," n f�- ft fi 0 A 4r� 1 1 111%016F "�Jv Q VII VV qu I 1 10 V Y a a at neeting; however, while this report is Staff prepared and recommended, a formal 0 ecommendation will not be made until the final agenda and meeting summary is prepared he week before the meeting to allow time for City Managers and the respective City staffs to eview and comment, City of Van Alstyne City of Van Alstyne Attn: Jennifer Gould P.O. Box 247 Van Alstyne, TX 75495 Phone 903,482.5426 Fax 903,482,5122 Bill To: City of Anna, Texas P.O. Box 776 Anna, Texas 75409-0776 DATE: December 2, 2021 INVOICE # 20211202 For: Transfer of MT-P water to the City of Anna for water year ended July 31, 2021 DESCRIPTION HOURS RATE AMOUNT 30,446,800 gallons 107,721.18 Total $107,721418 Make all checks payable to City of Van Alstyne Total due upon receipt. THANK YOU FOR YOUR BUSINESS! City Of Van Alstyne City of Van Alstyne Mtn: Jennifer Gould P.O. Box 247 Van Alstyne, TX 75495 Phone 903.482,5426 Fax 903.482.5122 Bill To: City of Anna, Texas P.O. Box 776 Anna, Texas 75409=0776 P DATE: December 23 2021 INVOICE # 20211202 For: Transfer of MT-P water to the City of Anna for water year ended July 31, 2021 DESCRIPTION HOURS RATE AMOUNT 30,446,800 gallons 1071721018 Total $107,721018 Make all checks payable to City of Van Alstyne Total due upon receipt. THANK YOU FOR YOUR BUSINESS! 11N I V�A-U"k�A jAkffn JWVIVAN II) I 1UNM Dn I VVT�F� THE CITY OF ANNA, TEXAS AND THE CITY OF MELISSA, TEXAS FOR PURCHASE AND CORRESPONDING SALE OF A PORTION OF THE ELLING CITY'S MINIMUM ANNUAL VOLUME OBLIGATION UNDER THE GTUA�CITIES OF MELISSA, ANNA, VAN ALSTYNE, AND HOWE POTABLE WATER SUPPLY CONTRACT 9 rEXAS, a Texas Home�Rule Municipal Corporation, hereinafter referred to as "Anna", and the �ITY OF MELISSA, TEXAS, a Texas Home Rule Municipal Corporation hereinafter referred 4 o as "Melissa", collectively referred to herein as the "Cities", as follows. nterlocal Cooperation Act, Texas Government Code, Chapter 791, as amended (the "Act"); and nto inter4ocal agreements with each other to perform governmental functions and services as set 'orth in the Act; and Fexoma Utility uthority, hereinafter referred to as " TUA" for the planning, construction, 'unding, and operations of a surface water supply system to serve the collective Contract Cities )f Melissa, Anna, Van Alstyne, and Howe, which agreement specifies the obligations of each articipant; and aWl UFF y Flu V 116 "111 %� 111%� VV %�l cto ��11 V�1� U �"v V F 116 LOY .�or one month and forward, on a monthly basis, each Participating City shall be charged for vater at the greater of its minimum annual volume amount (MAV) under the Potable Water 3upply Contract made and entered between such Participating City and GTUA; and WHER AS for the water ear 2020�2021 ended Julv 31 2021 as provided for in said eferred to as "NTMWD" standard water purchase agreement, only the City of Anna received ielivery of water which equaled or exceeded the individual City required MAV; and WHEREAS, the Contract Cities of Melissa, Anna, Van Alstyne, and Howe have a multi� Fake or Pay) Buy�Sell concept as referenced herein and as is further referenced and detailed in 'Exhibit A" attached hereto for reference in establishing the buy�sell rate, identifying the MAV mater to be transferred, and referencing the amount of purchase / transfer cost; and WHEREAS, the Cities Van Alstyne, Howe, and Melissa are desirous of selling to Anna s detined in this agreement and UeLailed in r.XIIIUIL 1A Uius allowing van Alstyne, owe, and qelissa to recover a portion of the purchased but unused MAV for the stated water year; and t e at� 61UU11 %J L a Ovu 110 ta a61kX111%d11 3, V%J UIIIV�39 I kd35 all ,ircumstances are further detailed in the October 20, 2021 memorandum titled "Sale of GTUA� GMA Buy�Sell MAV to Participant City" attached hereto for reference and labeled "Exhibit k 55 0 "orth above and terms and conditions below, agree as follows: r -JkV ad? I 1 ,xecuted and consummated in full between November 1, 2021 and January 31, 2022 and shall 0 * iot apply to subsequent water volumes or water years unless said Cities so authorize by ubsequent agreement, 3R EME T tiousanckgallon increments) ot MAV w er to ANINA lor the water year ended July �519 zu'Ll ind ANNA shall remit to MELISSA a payment for said transfer of MAV at the rate of $3.539 )er thousand gallons totaling in the sum of $200,873.37 as payment in full for said portion of OELISSA's MAV. Following execution of this agreement, MELISSA shall submit to ANNA in invoice for the transfer of the described MT�P for the above stated sum and ANNA shall remit )ayment for said transfer within twenty (20) days of receipt of said invoice, it being the intent hat this transaction shall be completed as soon as reasonably possible, but on or before January 51, 2022, although it is specifically provided that completion of said invoicing and payment after a id date shall not invalidate any portion of this agreement, it being the intent however to .omplete said transaction before or by the stipulated date. III* 0 il -F A NINT A A T%41�'T TQ Q A 1i I I � Ai erein and further detailed in the attached Exhibit A. d MELISSA, following approval of the interlocal agreement by each party thereto shall ubmit to ANNA an invoice for the referenced volume of MAV water detailed above in Section I and for the stipulated sell / purchase amount. ;tl�ln ftX1Pnf-v (9n) xur%rl.�;n r] Q nfthp rpop; t n-F Any party hereto wishing to verify the metered quantities of water or the portion of the ninimum annual volume to which this agreement refers shall be entitled to verification subject to aid veritication Deing completed prior to the SUDMission ot Lne invoice reterenced in Rem 111 — 2 bove. Should GTUA verification indicate a different volume of minimum annual volume than eferenced herein, the parties hereto shall modify said quantity and the resultant payment for said 4 4 luantity of minimum annual volume prior to the invoicing and payment phase (item III — 2 & 3 bove). TERMINATION The Cities recognize that this Agreement shall commence upon the effective date herein nd continue in full force and effect until termination in accordance with its provisions. Anna nd MELISSA herein recognize that the continuation of any contract after the termination of this greement or impacting any future water year shall be subject to City Council approval for each ity, respectively. Following termination of this agreement, or should either City fail to execute his agreement, there shall be no further commitment hereunder. However, upon the occurrence f such event in which either party terminates this Agreement by giving the other party thirty 30) days written notice, the selling party shall forward such notice to GTUA so that alternative illing for the water volume specified in this agreement may be processed per the GTUA�CGMA illing policy. ]LEAL)E A HUEM UAMVIUEZ)L�) exas, agree to De responsible tor their own acts ot negligence which may arise in connection vith any and all claims for damages, cost, and expenses to person or persons and property that nay arise out of or be occasioned by this Agreement. In the event of joint and concurrent egligence, Anna and Melisa agree that responsibility shall be apportioned comparatively. This bligation shall be construed for the benefit of the parties hereto, and not for the benefit of any hird parties, nor to create liability for the benefit of any third patties, nor to deprive the parties ereto of any defenses each may have as against third parties under the laws and court decisions f the State of Texas. UT rAr n pnic! nf flip nrtlpc lip iereto. The Cities have executed this Agreement p a iroverning body. Ixe rsuant to the authority granted by its are severable. If ontrary to any ruie or regulation having Lne torce and elICCL 01 me law, such decisions shall not 9 1 ffect the remaining portions of the Agreement. 0 NUE 5 my V t:) )arties hereto, shall be governed by the laws of the State of Texas. The parties agree that this i kgreement shall be enforceable in Collin County, Texas, and, if legal action is necessary, a ,xclusive venue shall lie in Collin County, Texas. qTERPRETATION OF AGREEMENT e in dispute, the Cities agree that the Agreement shall not be construed more favorably for ither City. MEDIES emedy granted by law or equity; but each shall be cumulative of every right or remedy given ereunder. No covenant or condition of this Agreement may be waived without the express v itten consent of the parties. It is further agreed that one (1) or more instances of forbearance ri ither party in the exercise of its respective rights under this Agreement shall in no way y ei onstitute a waiver thereof. 0 1 3 ransfer any interest in this Agreement without the prior written consent of the other party. No 0 0 ssignment, delegation of duties or subcontract under this Agreement will be effective without he written consent of both parties. IN WITNESS WHEREOF, the parties have executed this Agreement by signing below. C wi 9%4 I. i APPROVED AS TO FORM: CITY ATTORNEY CITY OF MELISSA, TEXAS APPROVED AS TO FORM CITY ATTORNEY ILA for MAV Transfer Agreement for 2021 Water Year -Page 5 ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the I' day of IleCeM12f, 2021, by �IIYJ �rpC� mgjjP� of the City of Anna, Texas, a Texas Home -Rule Municipal Corporation, on behalf of said municipality. :� • s�:, CARRIE L. LAND � ilt'IP074 ep;;t ;j',e� My Notary ID # 11419404 Notary Public, State of Texas oP ,+ Expires February 4, 2023 STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the � .day of N 2021, by ac, yi (`kA , of the City of Melissa, Texas, a Texas Home -Rule Municipal Corporation, n behalf o aid municipality. KACIE L GALYON NOTARY PUBLIC IN 131545639 otaty Public, State of exas State of Texas Comm. Exp. 04-20,2022 Exhibit A Attach copy of October 20, 2021 memorandum from Donald E. Paschal, Jr. to CGMA Mayors and City Managers regarding the subject: "Sale of GTUA-CGMA MAV to Participant City" ILA for MAV Transfer Agreement for 2021 Water Year -Page 6 LJUr ALL) to FAblU AL1r JKm 04lParkwoodCourt McKinney, TX75070 Tel.&FAX972.529.1325 a 0 emailm don@paschalconsulting.com with Buy�Sell Program Concept Changes / Revisions :;TUA�CGMA Cities have engaged the Minimum Take or Pay (MT/P) or Minimum Annual Jolume (MAV) Buy -Sale Concept since October 2011. The process of the Buy�Sale Concept nvolved receipt of an annual report and a recommendation from Consultant (Don Paschal), b1lowed by authorizing Resolutions and ultimately Interlocal Agreements between the CGIVIA �ity Participants. a The purpose was to allow Cities using more than their MAV (formerly MT/P) o purchased unused MAV from Cities using less than their annual minimum amount. The ;elling City recouped a portion of their purchased MAV and the purchasing City purchased an amount of other cities unused water up to the amount of overage of Additional Water used ieeded the purchasing city at a formula rate that was less than the contract cost of the additional water if purchased from the GTUA�CGMA System. The purchased water was then educed from the calculated MAV for the following year, thus both selling and buying Cities eceived benefit. Buy�Sell water was through the referenced interlocal agreement between he cities and thus not a component in which GTUA either blessed or managed the process )ther than documenting the adjustment to future MAV of the buying Cities. t� 4F �"; 4,; 4t f" t� ;4; 'Y ZI r J J ZI r lear by NTMWD with GTUA and most other Contract Entities and to set forth the most straight brward interpretation how the Buy�Sale Agreement Program can be continued. It is believed hat each Participant City should be advised of the Program Implementation changes =templated before crafting the final program for Cities to act on. The final Buy�Sale greements Based on Participant City input will be ready for review by City Staff and ;ubsequent CGMA Board recommendation for action to the CGIVIA Participant Cities. There =ld be adjustments to the concept details as more information is gathered. 'oncept Modifications Contemplated: �noclifications: Historical 2011 thru 2020 Program & Summary of Proposed Program Modifications portion of the unused MT/P from other CGIVIA member City or Cities. Such acquisition allows the elling City to recoup some of the cost of the IVIAV kiormerly 1V1 I /r) paid during Lhe waLer year ninding on July 31 of a given year) for an established discounted price. his practice is recommended for continuation with adjustments as detailed below. uuullu" tj 0"UV ]a Ct u uo a a U V1 UU HV V11?dV1 CIO a AleOVOO U VP I CA V V use for consideration in calculating the established buymsell price. The NTMWD base contract provides for Additional Water vol over MAV, to be purchased by Cities at the annual water rate set by NTMWD plus the GTUAwCGMA cost components set by CGMA Policy. The NTMWD Customer Contract, implemented with the 2021 Water Year provides that Contract & member Cities (entities) pay the full water rate for Additional Water (at least until such time as The District reinstates some form of excess or discounted additional water policy). Therefore, based on the 2020 Customer contract, buying Cities shall pay the established water year rate for Additional Water taken over the MAV. This would require cities using more than the MAV to pay the annually established MAV water rate for volumes over the MAV. y GTUA, provides the opportunity for unused water by some participants to sell their unused MAV a participant using more that its established MAV for a given water year. MAV volume from NTMWD that totaled 9,986 K gallons or MAV not used. The notice was accompanied by a small check refunding $0.49 / K gallons totaling $4,893,14. That refund amount will be shared proportionately (ratio of each underusing City to aggregate CGIVIA underuse) by underusing Cities (those not using their full MAV). The NTMWD refund is based on The District policy to rebate the amount of District cost saved by underuse through avoidance of costs for pumping electricity and unused chemicals, both of which would have been required to treat the water if pumped. Uy"Ov %0%;0 ieiou %eie VV y appropriately and to consider any impact on the buynsell program as the result of District policy discounting (refunding) for the cost avoidance of electricity and chemicals not required due to underuse of MAV. This discount policy is the most rational provision available to serve as a method to discount the buy�sell water in that it is a District wide policy that is set by an independent entity (NTMWD) as opposed to CGIVIA independently fabricating a mechanism. It is important that: a. there be a benefit that induces the Buying Participants to purchase unused MAV from Selling Participants, and be it is rational that Participants not using all their allocated MAV bear some cost exposure. c, This proposal provides the buyers the purchased amount of unused MAV at an approximate 12.5% discount with the Sellers having the same approximate 12,5% loss, d. Additionally, the buyer Participant(s) will continue to receive credit for the purchase of unused MAV volume reducing their subsequent year MAV by the purchase volume, This also allows the aggregate CGIVIA MAV to match the calculated GTUA MAV as calculated by NTMWD. e. The Policy provision will be that the Selling Participants discount the water under the BuywSell agreements by the cost savings The District annually calculates as the cost feleciricity and chemicals. Forthe 202.0w2 I "ater Tear khereinaiter VVT LHaLamounL as $0.49 / K gallons a V lv�y V1 VVI*a1v" 1 ro 0 V V Mu a I%RIFCI" 0 10%Avu" �w Iii %ou V1 VO U V1 VO flu sold under the BuynSell agreements shall be based on the cost savings NTMWD annually calculates as the cost avoidance for electricity and chemicals not required due to under use of the established MAV for the collective CGIVIA group. Unused group MAV will be proportionately shard among Participant's individual under use of Entity MAV allowing individual entity remaining unused MAV to be sold through the Buy�Sell Program and discounted to the Buying Participant, For the 202K1 Water Year, the discount (refund) was $0.49 K gallons . It is recommended that buying Participants shall continue to receive full credit for water purchased from Selling Participants as has been the historic practice and policy. from at the Selling Cities; in such case, said city shall pay the GTUAwCGMA system full rate for the Water Year based on billing after all true up volume data is validated by NTMWD and GTUA. Such was not the case for the 2021 WYt Therefore, to assure clarity, the Buying City is responsible fors 1 . Purchasing it's full share of MAV as billed for the WY by GTUA. 2. Purchasing available or agreed portion of unused MAV water from selling City or Cities. 3. Purchasing any additional water taken beyond said Participant's MAV plus any unused MAV purchased from Selling Participants; the cost for this volume shall be he full established rate for the subject water year as a true up at the end of the water year when volumes are validated by both GTUA and NTMWD. 4. Additionally, purchasing City will receive a credit applied to the subsequent Water Year MAV thus reducing the subsequent year MAV by the volume purchased from Selling Cities. 4Zfnff rjnt%^mmnnr4a +he% nknira ma+ke%r1n1^ tAtkirk rnifirines 2 V y VV 2. Avoids conflicting accounting for short =term issues by charging the annually charged rates, and 3. Maintaining the credit for subsequent year MAV volume. Back testing has indicated consistency with audit validity with NTMWD volumes and the collective GTUA MAV while maintaining full accounting audit capabilities. he followinn tables illustrate the fundina methodolooies and the resultina buv sell 2021a 2020n2l WY customer rate data All CGMA MAV water Entities (1000 gal units) unused MAV Program Rate rates $4zO29 $Om49 $3.539 C) Proportionate Share Use: MAV available to be sold to Excess use City for 2020.21 water year MAV (in K Gal) Melissa Anna Van Howe Alstyne MAV water (all in K 403,845 381,399 59,313 59)313. gallons) Total water Used, 342,267 499,052 261282 36,282 including share of flushing, maint wtr Unused MAV (61,578) 0 (33,031) (33,031) Tot=127,640 Use over MAV 117,654 note: less than CGMA Total Unused 2020-21 Proaosed MAV Sale Amt (aaaortioned among Seller Cities) to buver Cities Item Melissa Van Alstyne Howe K gallons offered for sale / 56,759 30,446.8 30,446.8 purchase Tot Volume 1171654 Total amount of sale by / purchase @ $3.539. 1 K gal $2001873.37 $107,721.18 $107,751,18 from Unused MAV beyond Sell amt 4,817.E 2,584.2 2,584.2 9,986 K gal Shared equally by Seller Cities Share of NTMWD MAV refund $2,360.62 $1,266.26 $1,266.26 Total $ amt: $4,893.14 2020.21 Proaosed MT-P Purchase Amt Item From Melissa From Van Alst ne From Howe Anna: Purchase in K Gallons 563759 K gal 30,446.8 K gal 30,446.8 K gal 117,654 K gal Anna Purchase $ amt. $416,375.74 $200,873,37 $107,721.18 $1071721A8 based on purchase at $3.539 / K gal Thus, the purchase of unused MT/P from each Seller City by Anna is shown above resulting in a total purchase of unused MAV of $416,375.74. OLe Lhat Lhe amoum. refunded by N1 1V1VVD to G1 U/A represents inevolurne OTsystern AV that was under the Water year required volume; that volume at $0.49 / K gallons will e credited to the three under using Cities based on their respective under use as a percent f their respective MAV for the 2020�21 V\1Y4 V ZI ZI Y %�%o " k� V NW; %J V qc;i Y qcr Facilitator as an InterlocakAgreement among CGMA participating cities for the benefit of the )articipants with GTUA recognizing the cooperative arrangement between the Cities and educing the Buying Cities subsequent year MAV by the volume purchased through the nterlocal Agreements between Buyer and Seller Cities. MAV obligations are paid by all �ities in equal monthly payments beginning in October and concluding in September of each iscal / budget year for the MAV as set for the water year beginning August 1 of each year )ased on the adjusted consumption in the prior water year ending July 31 a A true up of additional water volumes over MAV is charged upon final determination of actual volumes )ased on both NTMWD and GTUA records, Jetermines independently. It is noted that the Buying City would have to pay the established ivater rate for the water year if this option were not available. However, the program allows: 1 Selling Cities to recoup a portion of the funds already spent for their required MAV; and for 2w Purchasing Cities to pay for water actually used at a discounted price and which allows said Purchasing City to reduce their respective MAV for the subsequent year to a lower level. 3. Cites should remember that regardless of where its consumption is for any year ....either a buyer or seller of unused MAV, that position could be changed as growth and water consumption impacts each Participant differently in future years. + +; + A 4,k 4, +k; M k I Y VC1 111qZ;K; "Um lUk�V111111lu" 0 U" YY C; I 110 V Y LCI CIL L1101L neeting; however, while this report is Staff prepared and recommended, a formal ecommendation will not be made until the final agenda and meeting summary is prepared I he week before the meeting to allow time for City Managers and the respective City staffs to eview and comment.