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Agenda_GUS_10.09.2015
Notice of Meeting for the Georgetown Utility System Advisory Board of the City of Georgetown October 9, 2015 at 2:00 PM at Georgetown Municipal Complex, 300-1 Industrial Avenue, Georgetown TX The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Regular Session (This Regular Session may, at any time, be recessed to convene an Executive Session for any purpose authorized by the Open Meetings Act, Texas Government Code 551.) A Call to Order The Board may, at any time, recess the Regular Session to convene in Executive Session at the request of the Chair, a Board Member, the City Manager, Assistant City Manager, General Manager of Utilities, City Council Member, or legal counsel for any purpose authorized by the Open Meetings Act, Texas Government Code Chapter 551, and are subject to action in the Regular Session that follows. B Introduction of Visitors Employee Recognition -- none submitted at time of posting C Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager -- CIS Update - Mike Babin, Deputy General Manager Utilities D Industry Updates Legislative Regular Agenda E Review and possible action to approve the minutes from the regular GUS Board meeting held on September 11, 2015. - Sheila K. Mitchell, GUS Board Liaison F Consideration and possible recommendation to approve task orders for professional engineering services: Task Order MEI-16-001 for Electric System & Planned Capital Improvement Projects in the amount of $750,000.00, Task Order MEI-16-002 for Electric System Engineering Planning and Engineering in the amount of $400,000.00, and Task order MEI-16-003 for New Development Engineering and Design in the amount of $550,000.00 with McCord Engineering, Inc., of College Station, Texas. – Jimmy Sikes, Electric Engineering Manager/Wesley Wright, Page 1 of 169 P.E., Systems Engineering Director G Consideration and possible recommendation to amend the contract with CH2M HILL for the management, operation and maintenance of the City’s water and wastewater treatment facilities for the period starting October 1, 2015 through September 30, 2016 for a total combined operating budget of $3,377,222.69. -- David W. Thomison, Water Services Manager/Glenn W. Dishong, Utility Director H Consideration and possible recommendation on a Wastewater Services Agreement with Parmer Ranch Partners, L.P. -- Wesley Wright, P.E., Systems Engineering Director. I Consideration and possible recommendation of a Utility Relocation and Joint Use Agreement between Williamson County and the City of Georgetown for the relocation of a waterline on County Road 258. – Wesley Wright, P.E., Director of Engineering/Michael Hallmark, CIP Manager. J Consideration and possible recommendation to approve the contract for the Edwards Aquifer Recharge Zone (EARZ) – 2014-2015, Wastewater Rehabilitation to T Construction, LLC of Houston, Texas, for the amount of $959,176. 00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager K Consideration and possible recommendation to approve Task Order KPA-16-001 with Kasberg, Patrick & Associates, LP of Georgetown, Texas, for professional services related County Road 255 Waterline Improvements in the amount of $909,380.00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager Adjournment CERTIFICATE OF POSTING I, Jessica Brettle, City Secretary for the City of Georgetown, Texas, do hereby certify that this Notice of Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general public at all times, on the ______ day of __________________, 2015, at __________, and remained so posted for at least 72 continuous hours preceding the scheduled time of said meeting. ____________________________________ Jessica Brettle, City Secretary Page 2 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Call to Order The Board may, at any time, recess the Regular Session to convene in Executive Session at the request of the Chair, a Board Member, the City Manager, Assistant City Manager, General Manager of Utilities, City Council Member, or legal counsel for any purpose authorized by the Open Meetings Act, Texas Government Code Chapter 551, and are subject to action in the Regular Session that follows. ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Page 3 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager -- CIS Update - Mike Babin, Deputy General Manager Utilities ITEM SUMMARY: GUS Projects: 2nd St. Street and Waterline Replacement Berry Creek Wastewater Interceptor EARZ 2013-14 EARZ 2014-15 Public Training Facility Offsite Wastewater Rabbit Hill Elevated Water Storage Tank (EST) Sequoia Spur Elevated Storage Tank (EST) Shell Road Waterline Improvements Snead Drive Streets and Wastewater Improvements Westinghouse Regional Lift Station (LS) Council Actions FINANCIAL IMPACT: N/A SUBMITTED BY: Michael Hallmark ATTACHMENTS: Description Type GUS October Project Reports Backup Material Council Actions Backup Material Page 4 of 169 Page 5 of 169 Page 6 of 169 Page 7 of 169 Page 8 of 169 Page 9 of 169 Page 10 of 169 Page 11 of 169 Page 12 of 169 Page 13 of 169 Page 14 of 169 GUS BOARD ITEMS FORWARDED TO COUNCIL September 22, 2015 M Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to approve the purchase of Bioxide from Evoqua Water Technologies LLC of Sarasota, Florida, in an amount not to exceed $50,000.00 for Fiscal Year 2015/2016 -- David W. Thomison, Water Services Manager and Glenn W. Dishong, Utility Director AD Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to procure consulting services with Neil McAndrews and Associates for Resource Price Risk Management -- Chris Foster, Resource Planning & Integration Manager AE Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to renew the annual agreement for Material Acquisition to purchase electric distribution, fiber and substation materials for the FY 2015-2016 from Techline Ltd. under their contract with the Lower Colorado River Authority (“LCRA”) Electric Material Acquisition Program in the estimated amount of $4,000,000.00 -- Jimmy Sikes, Electric Engineering Manager and Wesley Wright, P.E., Systems Engineering Director AF Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to renew the contract for the Electric System Underground Construction & Maintenance with Pedro S.S. Services, Inc. of Austin, Texas, in the estimated amount of $3,050,000.00 -- Jimmy Sikes, Electric Engineering Manager and Wesley Wright, P.E., Systems Engineering Director AG Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to renew annual contract for Tree Trimming and Vegetation Management Bid to National Tree Expert Company, Inc. of Burnet, Texas, in the estimated amount of $310,000.00 -- Jimmy Sikes, Electric Engineering Manager and Glenn W. Dishong, Utility Director ALL ITEMS PASSED Page 15 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Review and possible action to approve the minutes from the regular GUS Board meeting held on September 11, 2015. - Sheila K. Mitchell, GUS Board Liaison ITEM SUMMARY: Board to review, revise and/or approve the minutes from the regular meeting held on September 11, 2015. FINANCIAL IMPACT: N/A SUBMITTED BY: Sheila K. Mitchell/GUS Board Liaison ATTACHMENTS: Description Type GUS September 11 2015 DRAFT Minutes Backup Material Page 16 of 169 Minutes of the Meeting of the Georgetown Utility Systems Advisory Board and the Governing Body of the City of Georgetown, Texas September 11, 2015 at 2:00PM at Georgetown Municipal Complex, 300-1 Industrial Avenue, Georgetown, TX The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participation at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four (4) days prior to the scheduled meeting date, at (512)930-3652 or City Hall at 113 East 8th Street for additional information: TTY users route through Relay Texas at 711. Board Members Present: Bill Stump – Chair, Ed Pastor – Vice Chair, Mike Cunningham – Secretary, Robert Kostka, Steve Fought, Joyce Mapes Board Members Absent: Ty Gibson Staff Present: Mike Babin, Glenn Dishong, Paul Elkins, Jimmy Sikes, Michael Hallmark, David Thomison, David Munk, Chelsea Soloman, Leticia Zavala, Chris Foster, Trina Bickford, Mike Stasny, Casey Lane, Bridget Chapman, Sheila Mitchell Others Present: Neil McAndrews (joined at 2:07PM) Regular Session (This Regular Session may, at any time, be recessed to convene an Executive Session for any purpose authorized by the Open Meetings Act, Texas Government Code 551.) A. Call to Order -- Called to order by Chair at 2:00PM. Chair noted Item L is being pulled from the agenda. The Board may, at any time, recess the Regular Session to convene an Executive Session at the request of the Chair, a Board Member, the City Manager, Assistant City Manager, General Manager of Utilities, City Council Member, or legal counsel for any purpose authorized by the Open Meetings Act, Texas Government Code Chapter 551, and are subject to action in the Regular Session that follows. B. Introduction of Visitors – none Employee Recognition -- Paul Elkins – Stump announced Elkins resignation from the City to begin work for M&S Engineering. Stump noted some of Elkin’s accomplishments and projects worked on while employed with City and thanked him for his service. -- Casey Lane -- Dishong introduced Lane as Utility Safety and Training Coordinator. Lane was recognized as being the first responder and providing critical aid to a citizen involved in a serious auto/motorcycle accident near the Recreation Center. We would like to thank Casey for immediately stopping to assist with the accident until emergency personnel could arrive. Dishong also noted Lane is the current manager of the Lineman Training Program, which Elkins helped to establish. --Management changes: Mike Stasny, Jimmy Sikes Dishong stated some management changes were taking place as a result of Elkins departure and part of some reorganization of the departments. Sikes will be taking over Elkins’ position as Electric Engineering Manager and Sikes’ current position is to be filled in near future. With some of the restructure, some groups will now fall under Technical Services, which will be managed by Stasny. Dishong introduced Stasny stating he will attend board meetings as needed. C. Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager Discussion: Hallmark stated updated reports included in packets. Kostka asked for update on EARZ project that was out for bid. Hallmark stated bids came in, evaluations are being done on lowest bidder and update should come to GUS Board next month. No further discussion. Page 17 of 169 D. Industry Updates Discussion: Babin updated on CTSUD CCN hearing. Lawyers for both sides have filed their briefs, summaries and responses. Judge’s ruling expected in October; PUC final ruling in December. Wind update: LCRA seeking to exit a large wind deal they had on the coast, mostly due to pricing; seeking a ruling to limit their damages of liability on early exit. Update on our wind turbines – they are construction complete, operational and delivering power to ERCOT. We are waiting to receive commercial delivery and daily scheduling from them. We are within a couple of weeks of receiving delivery of power officially from our wind farm. There are 97 turbines. Stump asked and Foster responded regarding pricing and stability of pricing. Further discussion continued on efficiency and demand. Babin spoke on increased customer growth rate, home sizes and efficiencies. Stump, Foster and Cunningham spoke on Green Building industry, US rates and usages, and weather patterns vs. what is happening in other countries. No further discussion. Legislative Regular Agenda The Board will individually consider and possibly take action on any or all of the following items: E. Review and possible action to approve the minutes from the Regular GUS Board meeting held on August 14, 2015. – Sheila K. Mitchell, GUS Board Liaison Discussion: None. Motion by Kostka, seconded by Pastor to approve the minutes from the Regular GUS Board meeting held on August 14, 2015. Approved 6-0-1 (Gipson absent) F. Consideration and possible recommendation to renew the annual agreement for Material Acquisition to purchase electric distribution, fiber and substation materials for the FY 2015 -2016 from Techline Ltd. under their contract with the Lower Colorado River Authority (“LCRA”) Electric Material Acquisition Program in the estimated amount of $4,000,000.00. – Paul Elkins, Electric Engineering Manager and Wesley Wright, P.E., Systems Engineering Director Discussion: Elkins explained program. We pay a small usage fee and pay a percentage over their cost. Elkins provided update on amount spent this last year. Stated purchases are on an as needed basis, based on project load. Stump stated this is repeat of contract we approve each year and Elkins noted LCRA last bid out in 2003. This allows the City to purchase under their contract and not have to bid each item out. Kostka stated the nominal fee charged by LCRA to utilize their contract was well worth the expense. Motion by Cunningham, seconded by Kostka to approval the renewal of the annual agreement for Material Acquisition t o purchase electric distribution, fiber and substation materials for the FY 2015-2016 from Techline Ltd. under their contract with the Lower Colorado River Authority (“LCRA”) Electric Material Acquisition Program in the estimated amount of $4,000,000.00. Approved 6-0-1 (Gipson absent) G. Consideration and possible recommendation to renew the contract for the Electric System Underground Construction & Maintenance with Pedro S.S. Services, Inc. of Austin, Texas, in the estimated amount of $3,050,000.00. -- Paul Elkins, Electric Engineering Manager and Wesley Wright, P.E., Engineering Director Discussion: Elkins explained underground contractor assistance for labor only; approximately $450,000 less than requested last year. This is a renewable bid and this is first year renewal of the bid. Work is paid on a job by job basis on unit cost. They have performed well the last several years. Kostka asked and Elkins noted the 5% escalation is reasonable however doesn’t always cover the increase of labor however they are held to that rate per agreement. Further questions about last year’s bid, how determined, project work to be done; Elkins responded to all questions . Contractor is responsible for their own insurance including workman’s compensation. Elkins noted they have done exceptional work when working in customer’s property, leaving no trace of recent work performed. Motion by Cunningham, seconded by Mapes to approve the renewal of the contract for the Electric System Underground Construction & Maintenance with Pedro S.S. Services, Inc. of Austin, Texas, in the estimated amount of $3,050,000.00 . Approved 6-0-1 (Gipson absent) Page 18 of 169 H. Consideration and possible recommendation to approve annual task orders: Task Order MEI-16-001 for Electric System & Planned Capital Improvement Projects in the amount of $750,000.00, Task Order MEI-16-002 for Electric System Engineering Planning and Engineering Assistance in the amount of $400,000.00 and Task Order MEI-16-003 for New Development Engineering and Design Assistance in the amount of $550,000.00 with McCord Engineering, Inc., of College Station, Texas, for professional engineering services. -- Paul Elkins, Electric Engineering Manager and Wesley Wright, P.E., Engineering Director Discussion: Elkins stated item covers three Task Orders. McCord has a Master Service agreement with City. Each Task Order covers different services/scope of work. Some costs are captured through developer reimbursements. They have been performing engineering assistance for the City for numerous years and provide excellent service. Estimates are slightly increased from last year; approx. $4,000.00. Total amount spent is projected based on previous year’s work. Further discussion continued regarding fee schedule and anticipated hours. Board requested such information be brought back for consideration and approval of Task Orders to October meeting. Motion by Cunningham, seconded by Kostka to approve continuance of the existing task orders for the existing rates, for an additional month, with any work done under current Task Orders to be approved or trued up if needed if new Task Orders are approved; with information on requested fees and anticipated hours to be presented at the next board meeting, for consideration and approval of new Task Orders presented. Approved 6-0-1 (Gipson absent) Elkins departed meeting at 2:36PM I. Consideration and possible recommendation to renew the annual contract for Tree Trimming and Vegetation Management Bid to National Tree Expert Company, Inc., of Burnet, Texas, in the estimated amount of $310,000.00. – Jimmy Sikes, T&D Services Manager Discussion: Sikes presented item stating this was a renewal for fifth year of contract. Sikes stated they have done a very good job and are very customer oriented. Stump stated and Sikes noted same contract as before with renewal this year; this is last renewal. Cunningham asked and Sikes confirmed rates are reflected in their purchase order. Motion by Mapes, seconded by Cunningham to renew the annual contract for Tree Trimming and Vegetation Management Bid to National Tree Expert Company, Inc., of Burnet, Texas, in the estimated amount of $310,000.00. Approved 6-0-1 (Gipson absent) J. Consideration and possible recommendation to amend the contract with CH2M HILL for the management, operation and maintenance of the City’s water and wastewater treatment facilities for the period starting October 1, 2015 through September 30, 2016 for a total combined operating budget of $3,377,222.69. – David Thomison, Water Services Manager Discussion: Thomison provided update on taking plant operations back in-house, which has been in the works for quite some time and evaluations have been done for cost savings. Thomison noted details of staff proposal to contractor for turnover time frame, which contractor is not in agreement with. With Board approval, staff proposes to continue with negotiations to reach a final agreement and present for Council approval. Dishong noted additional negotiations are under way between the City and OMI to reach an agreement. Cunningham asked who initiated contract change and why? Dishong stated City evaluated and had an engineering firm confirm City’s evaluation that City could save a substantial sum to bring services in-house. Further discussion continued about timing, cost savings, evaluation and staffing. Stump asked what Board was being asked to approve? Cunningham asked about copy of engineer’s report and Dishong will provide information. Stump asked if CH2M was not in favor of current proposed amendment and Dishong confirmed. Cunningham referred to various sections of the agreement noting he would like additional information to be provided to Board before making a determination. Stump asked if not approved today, will there be issues and Dishong stated they would be operating without an amended contract, which is approved each year to spend additional funds; operating at risk. Further discussion continued. Cunningham asked if first visit to GUS and Dishong stated yes; Fought noted it was brought previously in concept but not full detail. Fought felt the Council would prefer to have GUS Board ’s recommendation prior to approving. Cunningham asked to bring item back to GUS Board in October with review of Page 19 of 169 engineer’s report and response to questions regarding the various areas of the agreement in question. Further discussion continued with options to be considered. Babin discussed options for full year amendments to contract and future amendments for consideration later in year. Cunningham asked further questions and asked for information to be brought back to GUS in October for final consideration. Motion by Fought, seconded by Cunningham to postpone consideration and approval of item and return item to GUS Board meeting in October for consideration and approval upon review of additional information requested. Approved 6-0-1 (Gipson absent) K. Consideration and possible recommendation to approve the purchase of Bioxide from Evoqua Water Technologies LLC of Sarasota, Florida, in an amount not to exceed $50,000.00, for Fiscal Year 2015/2016. – David Thomison, Water Services Manager Discussion: Thomison provided information on treatment material and process. Cunningham spoke about his knowledge of facilities. Feels city is being very cost effective at using this process. Stump asked and Thomison explained type of solution. Motion by Cunninghm, seconded by Mapes to approve the purchase of Bioxide from Evoqua Water Technologies LLC of Sarasota, Florida, in an amount not to exceed $50,000.00, for Fiscal Year 2015/2016. Approved 6-0-1 (Gipson absent) L. Consideration and possible recommendation to allow the proposed Ranchito Subdivision, (aka 12.98 acres in the William Roberts Survey, A-524, Williamson County, Texas) the use of an onsite sewer system (septic system) in lieu of a public wastewater system according to Section 13.06.030A.4 of the City’s Unified Development Code. -- Jordan Maddox, Acting Planning Director and David Munk, Utility Engineer Discussion: ITEM WAS PULLED FROM AGENDA AT MEETING M. Consideration and possible recommendation to procure consulting services with Neil McAndrews and Associates for Resource Price Risk Management. – Chris Foster, Resource Planning & Integration Manager Discussion: Foster introduced McAndrews and noted that the Board doesn’t see McAndrews service contact every year due to work load and industry involvement. He has been working with the City since at least 2000. Most of his work costs have fallen under amount to be approved by the Board. Services will increase this year due to changes in the industry and needs. No discussion. Motion by Kostka, seconded by Pastor to procure consulting services with Neil McAndrews and Associates for Resource Price Risk Management. Approved 6-0-1 (Gipson absent) Adjournment Motion by Cunningham, seconded by Kostka to adjourn the meeting at 3:13PM. Approved 6-0-1 (Gipson absent) __________________________ _____________________________ Bill Stump – Board Chair Mike Cunningham – Secretary _________________________________ Sheila K. Mitchell, GUS Board Liaison Page 20 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Consideration and possible recommendation to approve task orders for professional engineering services: Task Order MEI-16-001 for Electric System & Planned Capital Improvement Projects in the amount of $750,000.00, Task Order MEI-16-002 for Electric System Engineering Planning and Engineering in the amount of $400,000.00, and Task order MEI-16-003 for New Development Engineering and Design in the amount of $550,000.00 with McCord Engineering, Inc., of College Station, Texas. – Jimmy Sikes, Electric Engineering Manager/Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: Professional engineering services are required for the 2015-2016 Fiscal Year Capital Improvement Projects, New Development Engineering and Design Assistance, Electric System Engineering Planning and specialized studies. McCord Engineering, Inc. (MEI) is familiar with our electric utility system, standards, and specifications and has highly qualified professionals to work on our projects. MEI has worked for the City of Georgetown for over 20 years and has successfully completed a variety of development and capital improvement projects for the utility. Attached for your review and consideration is Task Order MEI-16-001 in the amount of $750,000.00. The purpose of this task order is to provide preliminary and final electric system engineering and design for planned Capital Improvement projects detailed within the task order and five year CIP plan. Approximately $500,000 has been spent to date on similar work in FY 15. With the expansion of Sun City and multiple other commercial and residential projects planned, we expect slightly more expenditures in FY 16. Attached for your review and consideration is Task Order MEI-16-002 in the amount of $400,000.00. The purpose of this task order is to serve as general engineering support for system planning, reliability and other various tasks such as Master Plan updates, system appraisal evaluations, Milsoft Mapping assistance and policy recommendations. Approximately $150,000 has been spent to date on similar work in FY 15 and we expect that number to increase with system growth in FY 16. Attached for your review and consideration is Task Order MEI-16-003 in the amount of $550,000.00. The purpose of this task order is to provide preliminary and final electric design for New Development Projects. These unplanned projects require MEI’s assistance to produce service delivery design project packages as well as load impact evaluation for new electric loads connected to the existing system. Approximately $300,000 has been spent on similar work in FY 15. The majority of these costs are typically reimbursed by the developer and we expect developer demands to continue to increase into FY 16. To date in FY 15, McCord has billed just over 9,000 hours with a total billable amount of approximately $950,000. This averages out to approximately $105 per hour which is extremely competitive for professional engineering services. In addition to their reasonable costs structure, McCord has consistently provided excellent customer service and is an integral part of the electric team. STAFF RECOMMENDATION: Staff recommends approval of Task Order MEI-16-001, MEI-16-002, and MEI-16-003 as described above with McCord Engineering, Inc., of College Station, Texas. FINANCIAL IMPACT: Electric CIP accounts absorb the engineering fees for MEI with reimbursement of engineering fees Page 21 of 169 through contribution in aid of construction (CIAC) from developers. SUBMITTED BY: Jimmy Sikes, Electric Engineering Manager/Wesley Wright, P.E., Systems Engineering Director Funds Anticipated Expenditures FY 2016 FY 2016 Budget 610-9-0580- 90-300 System Improvement $ 525,000.00 $ 1,700,000.00 610-9-0580- 90-310 Power Quality Improvements $ 30,000.00 $ 80,000.00 610-9-0580- 90-320 Sectionalization Improvements $ 22,500.00 $ 50,000.00 610-9-0580- 90-330 Pole Improvements $ 22,500.00 $ 50,000.00 610-9-0580- 90-400 System Expansion $ 550,000.00 $ 1,785,000.00 610-9-0580- 90-410 New Development Projects $ 315,000.00 $ 1,200,000.00 610-9-0580- 90-430 Street Lighting $ 35,000.00 $ 88,000.00 610-9-0580- 90-500 Consultant Engineering $ 150,000.00 $ 150,000.00 610-9-0580- 90-510 System Mapping Support $ 50,000.00 $ 50,000.00 ATTACHMENTS: Description Type Task Order MEI-16-001 Backup Material Task Order MEI-16-002 Backup Material Task Order MEI-16-003 Backup Material Exhibit A Backup Material Page 22 of 169 Page 23 of 169 Page 24 of 169 Page 25 of 169 Page 26 of 169 Page 27 of 169 Page 28 of 169 Page 29 of 169 Page 30 of 169 Page 31 of 169 Page 32 of 169 Page 33 of 169 Page 34 of 169 Page 35 of 169 Page 36 of 169 Page 37 of 169 Page 38 of 169 Page 39 of 169 Page 40 of 169 Page 41 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Consideration and possible recommendation to amend the contract with CH2M HILL for the management, operation and maintenance of the City’s water and wastewater treatment facilities for the period starting October 1, 2015 through September 30, 2016 for a total combined operating budget of $3,377,222.69. -- David W. Thomison, Water Services Manager/Glenn W. Dishong, Utility Director ITEM SUMMARY: The City’s contract with CH2M HILL for the management, operations, and maintenance of the City’s water and wastewater plants is for a period of 5 years starting on October 1, 2013 and ending on September 30, 2018. The terms of the contract provide for annual amendment to adjust the total fee based upon standard cost escalators, changes in production volume, and other factors. The contract also provides for the transition of management, operations, and maintenance from CH2M HILL to the City during the term of the agreement. The annual cost of service is comprised of a base fee, volumetric fee, a repairs budget and additional items that are not expected to continue throughout the term of the contract. STAFF RECOMMENDATON: Staff recommends approval of the amendment to water and wastewater treatment plant operations contract with CH2M HILL operation for a period of twelve months beginning October 1, 2015 and will end September 30, 2016 in the amount of $3,377,222.69. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Water and Wastewater Operations Fund. The approximate cost for the first year of operations will be: SUBMITTED BY: David W. Thomison, Water Services Manager/Glenn W. Dishong, Utility Director Fund Annual budget 660-5-0529- 51-304 Water Plant Operations $1,593,277.21 660-5-0531- 51-305 Wastewater Plant Operations $1,783,945.48 ATTACHMENTS: Description Type Amendment No. 2 Backup Material Program Request Backup Material Analysis Backup Material Analysis pg 6_Org Chart Backup Material Page 42 of 169 AMENDMENT NO. 2 to the AGREEMENT for OPERATIONS, MAINTENANCE and MANAGEMENT SERVICES for the CITY OF GEORGETOWN, TEXAS THIS AMENDMENT NO. 2 to the Agreement for Operations, Maintenance and Management Services for the Water and Wastewater Treatment Facilities for the City of Georgetown, Texas dated October 1, 2013, is made this ____ day of ________, 2015, (the “Effective Date”) between the city of Georgetown, Texas (hereinafter “City”), a Texas home rule municipality, and Operations Management International, Inc. (hereinafter “CH2M HILL”), a California corporation. City and CH2M HILL are collectively referred to herein as the “Parties.” WHEREAS, the City is the owner of municipal water and wastewater treatment systems; and WHEREAS, the City selected CH2M HILL to operate, manage, maintain, and repair the City’s water and wastewater treatment systems; and WHEREAS, the Parties entered into the “Agreement for Operations, Maintenance, and Management Services for the Water and Wastewater Treatment Facilities for the City of Georgetown, Texas” which was effective October 1, 2013 (the “Agreement”); and WHEREAS, Section 11 of the Agreement provides that any amendment to the Agreement shall be effective only if made in writing and agreed to between the Parties. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows: 1. GENERAL. 1.1. This Agreement is an Amendment to the Agreement. Except as expressly modified herein, the terms of the Agreement shall remain in full force and effect. 1.2. The words and phrases contained in this Amendment No. 2 shall have the same meanings as set forth in the Agreement, unless a different definition is set forth herein. 2. Paragraph 3.6 is deleted in its entirety and replaced with the following: 3.6 CH2M HILL shall provide the City with an estimate of the actual cost of treatment in the Volumetric Fee, the Sludge Disposal Budget and the Repairs cost in the Repairs Budget by July 31 for the current contract year (Oct 1 to Sep 30) with the estimate based upon actual and predicted treatment volumes, actual and predicted sludge disposal costs, actual and predicted Repair costs, and actual and predicted chemical costs for the remainder of the contract year. The sum of the actual Volumetric Fee, Sludge Disposal Budget and the Repairs Budget Page 43 of 169 underages or overages resulting in a net increase or decrease in cost shall be used by the City to budget for the reconciliation described in Paragraph 3.7. 3. Paragraph 3.7 is deleted in its entirety and replaced with the following: 3.7 CH2M HILL and the City shall reconcile the estimated cost of treatment in the Volumetric Fee, the Sludge Disposal Budget and the Repairs cost in the Repairs Budget by December 31 of each year for the preceding contract year (Oct 1 to Sep 30) with the actual cost based upon actual treatment volumes, actual Repair costs, and actual chemical costs. The sum of the actual Volumetric Fee, Sludge Disposal Budget and the Repairs Budget underages or overages resulting in a net increase in cost shall be invoiced to the City as a reconciliation invoice. The sum of the actual Volumetric Fee, Sludge Disposal Budget and the Repairs Budget underages or overages resulting in a net decrease in cost shall be paid by CH2M HILL to the City as a reconciliation payment. 4. Appendix D is hereby deleted in its entirety and replaced with the Appendix D attached hereto. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 44 of 169 Authorized signature: Authorized signature: OPERATIONS MANAGEMENT CITY OF GEORGETOWN, TEXAS INTERNATIONAL, INC. _____________________________ ______________________________ Name: Scott Neelley Name: Dale Ross Title: Vice President Title: Mayor Date:_________________________ Date:__________________________ Attest: City of Georgetown, Texas _____________________________ ______________________________ Name: Jessica Brettle Name: Bridget Chapman Title: City Secretary Title: City Attorney STATE OF TEXAS § § ACKNOWLEDGEMENT COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ___ day of ____________, 2015, by Dale Ross, a person known to me in his capacity as Mayor of the City of Georgetown, on behalf of the City of Georgetown. ___________________________________ Notary Public in and for the State of Texas STATE OF COLORADO § § ACKNOWLEDGEMENT COUNTY OF ____________ § This instrument was acknowledged before me on this the ___ day of ____________, 2014, by ________________________, a person known to me in his capacity as __________________________________________Operations Management International, Inc. ___________________________________ Notary Public in and for the State of Colorado Page 45 of 169 APPENDIX D COMPENSATION, PAYMENT AND FEE ADJUSTMENT FORMULA D.1. COMPENSATION D.1.1. City shall pay to CH2M HILL as compensation for services performed under this Agreement a Fee of Three Million Three Hundred Seventy-Seven Thousand Two Hundred Twenty-Two Dollars and Sixty-Nine Cents ($3,377,222.69) for the 2015-2016 year of this Agreement. The monthly payment for this contract year shall be one twelfth (1/12th) of the Fee or Two Hundred Eighty-One Thousand Four Hundred Thirty-Five Dollars and Twenty-Two Cents ($281,435.22). Subsequent years’ fees shall be determined as hereinafter specified, consistent with the terms of this Agreement. The Fee is comprised of a Water Base Fee, a Water Volumetric Budget, Water Sludge Disposal Budget, a Base Wastewater Fee, Wastewater Volumetric Budget, Wastewater Sludge Disposal Budget, Water Treatment Facilities Repairs Budget and Wastewater Treatment Facilities Repairs Budget. D.2 COST AND PAYMENT SUMMARY FOR WATER CONTRACT YEAR OCT 1, 2015 – SEPT 30, 2016 Production Projection (Water) (MG) 5,700 Base Water Fee $ 791,797.88 Volumetric Water Budget See the matrix per plant below $ 481,359.33 Water Treatment Facilities Repairs Budget $ 210,000.00 Additional Lab Services $42,120.00 Water Sludge Disposal Budget $ 68,000.00 Total Estimated Annual Fee for Water FY 15-16 $ 1,593,277.21 Monthly Payment (FY 15-16) $ 132,773.10 D.2.1. Water Volumetric Rate - The average Volumetric Rate of $84.45 per million gallons treated covers all chemicals. CH2M HILL and City agree to the following target dosage benchmarks when applying chemicals to plant treatment processes. Upon completion of the contract year, if the volumetric rate is higher than $84.45 in part or in whole due to dosages beyond the benchmarks, CH2M HILL will be responsible for 50% of the increase in the volumetric rate due to chemical doses above the target dosage, with such share of the increase not being passed on to the City. If the Volumetric Rate is less than $84.45 per million gallons in part due to chemical cost reductions or dosages less than the Page 46 of 169 benchmarks due to careful treatment practices, City will receive a credit for 50% of the decrease in the volumetric rate. However if the Volumetric Rate is higher than $84.45 solely due to chemical cost increase then the City shall reimburse the additional cost as part of the reconciliation payment at the end of the contract year to CH2M HILL. All credits and reimbursements under this Paragraph shall be performed in accordance to Paragraph 3.7 of the Agreement. D.2.2. Water Sludge Disposal Rate – The Sludge Disposal Rate of $42.50 per wet cubic yard produced for the water plant dewatered sludge haul. Upon completion of the contract year, if the Sludge Disposal Rate is higher than $42.50 in part or in whole due to fuel increases, volume increases or other hauling costs increases, CH2M HILL will be responsible for 50% of the increase in the Sludge Disposal Rate, with such share of the increase not being passed on to the City. If the Sludge Disposal Rate is less than $42.50 per wet cubic yard, City will receive a credit for 50% of the decrease in the volumetric rate. All credits and reimbursements under this Paragraph shall be performed in accordance to Paragraph 3.7 of the Agreement. D.2.3 Water Treatment Plant Matrix. Chemical Lake Park Southside 65% 25% 10% Alum 34 4 0 Polymer 1.6 1 0 FL2 0.6 0.6 0 LAS/NH3 1.6 1.6 1.2 Chlorine 6 5 4 Total (MG) Lake Park Southside 65% 25% 10% 5,700 3,705 1,425 570 Projected Costs for 2015 / 2016 Alum 64,926.45 2,937.85 - Polymer 48,450.73 11,646.81 - FL2 19,466.81 7,487.24 - LAS/NH3 59,327.42 22,818.24 6,845.47 Chlorine 166,858.38 53,480.25 17,113.68 Projected Volumetric Fee 359,029.79 98,370.38 23,959.15 Volumetric Rate 96.90 69.03 42.03 *Average Volumetric Rate Page 47 of 169 84.45 D.3 COST AND PAYMENT SUMMARY FOR WASTEWATER CONTRACT YEAR OCT 1, 2015 – SEPT 30, 2016 Treatment Projection (Wastewater) (MG) 1,500 Base Wastewater Fee $ 1,148,549.58 Waste Water Volumetric Budget See the matrix per plant below $ 99,620.90 Wastewater Treatment Facilities Repairs Budget $ 115,000.00 Wastewater Sludge Disposal Budget $ 420,775.00 _____________________________________________________________________ Total Estimated Annual Fee for Wastewater FY 15-16 $ 1,783,945.48 Monthly Payment (FY 15-16) $ 148,662.12 D.3.1 Wastewater Volumetric Rate - The average Volumetric Rate of $66.41 per million gallons treated covers all chemicals. CH2M HILL and City agree to the following target dosage benchmarks when applying chemicals to plant treatment processes. Upon completion of the contract year, if the volumetric rate is higher than $66.41 in part or in whole due to dosages beyond the benchmarks, CH2M HILL will be responsible for 50% of the increase in the volumetric rate due to chemical doses above the target dosage, with such share of the increase not being passed on to the City. If the Volumetric Rate is less than $66.41 per million gallons in part due to chemical cost reductions or dosages less than the benchmarks due to careful treatment practices, City will receive a credit for 50% of the decrease in the volumetric rate. However if the Volumetric rate is higher than $66.41 solely due to chemical cost increase then the City shall reimburse the additional cost as part of the reconciliation payment at the end of the contract year to CH2M HILL. All credits and reimbursements under this Paragraph shall be performed in accordance to Paragraph 3.7 of the Agreement. D.3.2 Wastewater Sludge Disposal Rate – The Sludge Disposal Rate of $42.50 per wet cubic yard wastewater plant dewatered sludge haul. Upon completion of the contract year, if the Sludge Disposal Rate is higher than $42.50 in part or in whole due to fuel increases, volume increases or other hauling costs increases, CH2M HILL will be responsible for 50% of the increase in the Sludge Disposal Rate, with such share of the increase not being passed on to the City. If the Sludge Disposal Rate is less than $42.50 per wet cubic yard, City will receive a credit for 50% of the decrease in the volumetric rate. All credits and reimbursements under this Paragraph shall be performed in accordance to Paragraph 3.7 of the Agreement. Page 48 of 169 D.3.3 Wastewater Treatment Plant Matrix. San Gabriel Pecan Branch Dove Springs Berry Creek Cimarron Hills Total Chemical Cost 41,157.90 29,480.90 10,092.00 11,071.35 7,818.75 99,620.90 Annual Flow MG/Y 500 450 475 50 25 1,500 Chemical Cost/MG/Y 82.32 65.51 21.25 221.43 312.75 66.41 D.4 ANNUAL FEE ADJUSTMENT D.4.1 Fee Adjustment Formula: BF = BF0 [1+(.25(C-C0)/C0)+(.75E)] Where: BF0 = Base Fee is the total of the Base Water Fee specified in Appendix D, Section D.2 and the Base Wastewater Fee specified in Appendix D, Section D.3 BF = Adjusted Base Fee (for the following contract year) C0 = Consumer Price Index (“CPI”) for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month of March in the year prior to the beginning of the period for which an adjusted base fee is being calculated C = CPI for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month of March prior to the beginning of the period for which an adjusted base fee is being calculated. E = Employment Cost Index (ECI) for Total Compensation for Civilian Workers, Not Seasonally Adjusted as published by U. S. Department of Labor, Bureau of Labor Statistics in the Detailed Report Series ID: CIU1010000000000A for the first quarter prior to the beginning of the period for which an adjusted base fee is being calculated. D.4.2 Volumetric Rate Adjustment Formula: The Water Volumetric Rate, Water Sludge Disposal Rate, the Wastewater Volumetric Rate, Wastewater Sludge Disposal Rate and Wastewater Liquid Sludge Haul Rate shall be negotiated each year, three (3) months prior to anniversary of the Effective Date hereof by using the actual chemical cost at the time and adjusting target chemical dosages and/or sludge hauling rates. Should City and CH2M HILL fail to agree, the Water Volumetric Rate, Water Sludge Disposal Rate, the Wastewater Volumetric Rate, Page 49 of 169 Wastewater Sludge Disposal Rate and Wastewater Liquid Sludge Haul Rate will be determined by the prior years’ actual Chemical Costs plus application of the Consumer Price Index (CPI) component of the Fee Adjustment formula, as set forth below. VR = VR0[1+((C-C0)/C0)] Where: VR0 = Volumetric Rate specified in Section D.2.1 and D.3.1 V = Adjusted Volumetric Rate (for the following contract year) C0 = Consumer Price Index (“CPI”) for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month of March for the year prior to the beginning of the period for which an adjusted base fee is being calculated C = CPI for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month of March prior to the beginning of the period for which an adjusted base fee is being calculated. Page 50 of 169 FY2016 BUDGET PROGRAM REQUEST FUNDING Name of Program: Division: Department: Does this address a Council priority? YES NO For FY2016, which of the five Council focus areas does this proposal address? How? What benefits will the community experience if this program is implemented? How will you measure the success of this program? Describe performance measures that will be established to measure its success. Other Information: Personnel & Related Expenses Operating Expenses Capital and One-Time Expenses TOTAL Summary of total costs of the program, including additional items (note: following attached sheets for detailed expenses) Priority: _____ Is this item over $10K AND on-going? YES NO If NO, please use the Service Level form For Accounting Use Only IN OUT Fund: Page 51 of 169 FY2016 BUDGET PROGRAM REQUEST FUNDING DETAIL Program Name: Staff Additions: Details Description of Resources Requested Note Account Number or Name FY2016 Requested Amount FY2017 and Future Annual On-Going PERSONNEL—Total FTE’s Requesting: Positions Requesting: Full Time Part Time Start Date: Salary (obtain from HR) 50-100 Overtime 50-110 FICA 50-200 Workers Comp/SUTA 50-201 Insurance 50-300 TMRS 50-301 Personnel Sub-TOTAL: OPERATING Expenses related to staff additions Office Supplies (desk items, chairs, etc) Uniforms Training Telephone (Voice Over IP) - $450 Cell phone/Pager Computer—CONTACT IT FOR COST Subscriptions & Dues CAPITAL Expenses related to staff additions Staff Additions SUB-Total: Non-staff Related Resources Details Description of Resources Requested Note Account Number or Name FY2016 Requested Amount FY2017 and Future Annual On-Going OPERATING Additional Non-staff Related Resource Requests from Overflow page: Non-staff Related Resources SUB-Total: Capital Resources Details Description of Resources Requested Note Account Number or Name FY2016 Requested Amount FY2017 and Future Annual On-Going CAPITAL Expenses Additional Capital Resource Requests from Overflow page: Capital Resources SUB-Total: TOTAL PROGRAM REQUEST (including items on the “Overflow” page): For Accounting Use Only # of Months of Insurance: Page 52 of 169 FY2016 BUDGET PROGRAM REQUEST OVERFLOW PAGE If you have any additional information you’d like to provide regarding your Program Request, please do so here. Name of Program: Additional Non-staff Related Resources Details Description of Resources Requested Note Account Number or Name FY2016 Requested Amount FY2017 and Future Annual On-Going OPERATING Additional Non-staff Related Resources SUB-Total: Additional Capital Resources Details Description of Resources Requested Note Account Number or Name FY2016 Requested Amount FY2017 and Future Annual On-Going CAPITAL Expenses Additional Capital Resources SUB-Total: If you have any additional line items that didn’t fit on the previous page, please add them here. Page 53 of 169 Dept Budget 2014 - 2015 2015-2016 2015-2016 2016 - 2017 Budget OMI Ops Budget Ongoing Water Admin 9,837,243$ 9,837,243$ 9,954,063$ 9,983,333$ Water Plant Ops 2,703,855$ 2,809,228$ 2,459,400$ 2,173,329$ Wastewater Plant Ops 2,592,481$ 2,705,981$ 2,451,010$ 2,277,772$ Total before ISF 15,133,579$ 15,352,452$ 14,864,473$ 14,434,434$ Savings Compared to OMI (487,979)$ (918,018)$ ISF Purchases 302,400$ -$ Budget Impact 33,294$ (699,145)$ Page 54 of 169 660-WATER SERVICES FUND 2014 - 2015 2015-2016 2016 - 2017 0528-WATER PLANT O&M OMI Budget BUDGET ONGOING PERSONNEL 5-0529-50-100 SALARIES -$ 191,580$ 342,306$ 5-0529-50-110 OVERTIME -$ 10,656$ 21,312$ 5-0529-50-111 STANDBY OVERTIME -$ 3,675$ 7,350$ 5-0529-50-200 TAXES, SOCIAL SECURITY -$ 14,657$ 26,189$ 5-0529-50-201 WORKER'S COMP -$ 3,832$ 6,848$ 5-0529-50-202 STATE UNEMPLOYMENT TAX -$ 1,916$ 3,423$ 5-0529-50-300 GROUP INSURANCE -$ 67,053$ 119,807$ 5-0529-50-301 RETIREMENT -$ 24,534$ 43,957$ 5-0529-50-303 CERTIFICATION PAY -$ 2,080$ 4,160$ 5-0529-50-400 LONGEVITY -$ -$ -$ TOTAL PERSONNEL OPERATIONS 5-0529-51-110 OFFICE SUPPLIES 750$ 1,500$ 5-0529-51-149 CHEMICALS 176,039$ 352,078$ 5-0529-51-190 FOOD 500$ 1,000$ 5-0529-51-304 PLANT OPS 1,707,455$ 853,727.50$ -$ 5-0529-51-330 SPECIAL SERVICES 12,500$ 25,000$ 5-0529-51-340 CONTRACTS - OTHER 2,500$ 5,000$ 5-0529-51-348 STATE INSPECTION FEES 43,000$ -$ -$ 5-0529-51-410 TELEPHONE 5,000$ 10,000$ 5-0529-51-430 UTILITIES 888,400$ 888,400$ 888,400$ 5-0529-51-500 MAINTENANCE EQUIPMENT 37,500$ 75,000$ 5-0529-51-533 MAINTENANCE - METERING 1,500$ 3,000$ 5-0529-51-536 MAINTENANCE - TANKS 2,500$ 5,000$ 5-0529-51-542 VALVE REPAIR 12,500$ 25,000$ 5-0529-51-543 MAINTENANCE - ELECTRI 20,000$ 40,000$ 5-0529-51-544 MAINTENANCE - PUMPS 12,500$ 25,000$ 5-0529-51-610 SLUDGE DISPOSAL 17,500$ 35,000$ 5-0529-51-620 FUEL/MILEAGE 6,000$ 12,000$ 5-0529-51-630 TRAVEL & TRAINING 1,750$ 3,500$ 5-0529-51-710 SUBSCRIPTIONS & DUES -$ -$ 5-0529-51-730 UNIFORMS 2,000$ 4,000$ 5-0529-51-740 SMALL TOOLS 750$ 1,500$ 5-0529-51-745 SAEFTY EQUIPMENT 500$ 1,000$ TOTAL OPERATIONS CAPITAL 5-0529-52-165 PLANT UPGRADES 65,000$ 85,000$ 85,000$ TOTAL CAPITAL DEPARTMENT TOTALS 2,703,855$ 2,459,400$ 2,173,329$ Page 55 of 169 660-WATER SERVICES FUND 2014 - 2015 2015 - 2016 2015-2016 0530-WASTEWATER TREATMENT O&M OMI Budget BUDGET ONGOING PERSONNEL 5-0531-50-100 SALARIES -$ 235,260$ 429,666$ 5-0531-50-110 OVERTIME -$ 14,688$ 29,376$ 5-0531-50-111 STANDBY OVERTIME -$ 5,145$ 10,290$ 5-0531-50-200 TAXES, SOCIAL SECURITY -$ 17,999$ 32,873$ 5-0531-50-201 WORKER'S COMP -$ 4,706$ 8,596$ 5-0531-50-202 STATE UNEMPLOYMENT TAX -$ 2,353$ 4,297$ 5-0531-50-300 GROUP INSURANCE -$ 82,341$ 150,383$ 5-0531-50-301 RETIREMENT -$ 30,213$ 55,315$ 5-0531-50-303 CERTIFICATION PAY -$ 4,160$ 8,320$ 5-0531-50-400 LONGEVITY -$ -$ -$ TOTAL PERSONNEL OPERATIONS 5-0531-51-110 OFFICE SUPPLIES 1,250$ 2,500$ 5-0531-51-141 OTHER SUPPLIES -$ -$ 5-0531-51-149 CHEMICALS 47,716$ 95,433$ 5-0531-51-XXX LAB SERVICES 42,500$ 85,000$ 5-0531-51-190 FOOD 500$ 1,000$ 5-0531-51-305 WW Plant Ops 1,769,431$ 884,715.50$ -$ 5-0531-51-330 SPECIAL SERVICES 10,000$ 20,000$ 5-0531-51-333 LEGAL FEES -$ -$ 5-0531-51-336 SERVICES-ODOR CONTROL 500$ 1,000$ 5-0531-51-340 CONTRACTS - OTHER 30,000$ 15,000$ 15,000$ 5-0531-51-348 STATE INSPECTION FEES 42,850$ -$ -$ 5-0531-51-410 TELEPHONE 7,500$ 15,000$ 5-0531-51-430 UTILITIES 725,200$ 725,200$ 725,200$ 5-0531-51-500 MAINTENANCE EQUIPMENT 19,000$ 38,000$ 5-0531-51-503 OTHER BLDG MAINTENANCE 3,500$ 7,000$ 5-0531-51-538 MAINTENANCE - LIFT STA 14,500$ 29,000$ 5-0531-51-543 MAINTENANCE - ELECTRIC 10,000$ 20,000$ 5-0531-51-544 MAINTENANCE - PUMPS 25,000$ 50,000$ 5-0531-51-610 SLUDGE DISPOSAL 185,750$ 371,500$ 5-0531-51-620 FUEL/MILEAGE 5,000$ 10,000$ 5-0531-51-630 TRAVEL & TRAINING 2,250$ 4,500$ 5-0531-51-710 SUBSCRIPTIONS & DUES 263$ 525$ 5-0531-51-730 UNIFORMS 2,000$ 4,000$ 5-0531-51-740 SMALL TOOLS 1,000$ 2,000$ 5-0531-51-745 SAFETY EQUIPMENT 1,000$ 2,000$ 5-0531-51-899 BUDGET REDUCTION -$ -$ TOTAL OPERATIONS CAPITAL 5-0531-52-165 Plant Upgrade 25,000$ 50,000$ 50,000$ TOTAL CAPITAL DEPARTMENT TOTALS 2,592,481$ 2,451,010$ 2,277,772$ Page 56 of 169 660-WATER SERVICES FUND 2014 - 2015 2015 - 2016 2016-2017 0527-WATER ADMINISTRATION Budget Budget Ongoing PERSONNEL 5-0527-50-100 SALARIES 62,161$ 62,161$ 62,161$ 5-0527-50-102 SALARY ADJUSTMENT 57,117$ 57,117$ 57,117$ 5-0527-50-200 TAXES, SOCIAL SECURITY 4,819$ 4,819$ 4,819$ 5-0527-50-201 WORKER'S COMP 1,202$ 1,202$ 1,202$ 5-0527-50-202 STATE UNEMPLOYMENT TAX 33$ 33$ 33$ 5-0527-50-300 GROUP INSURANCE 6,920$ 6,920$ 6,920$ 5-0527-50-301 RETIREMENT 7,547$ 7,547$ 7,547$ 5-0527-50-400 LONGEVITY 836$ 836$ 836$ TOTAL PERSONNEL OPERATIONS 5-0527-51-110 OFFICE SUPPLIES 250$ 250$ 250$ 5-0527-51-190 FOOD 500$ 500$ 500$ 5-0527-51-302 SYSTEM WATER CONTRACTS 2,405,187$ 2,405,187$ 2,405,187$ 5-0527-51-303 RAW WATER P&I 1,138,074$ 1,138,074$ 1,138,074$ 5-0527-51-330 SPECIAL SERVICES 36,000$ 36,000$ 36,000$ 5-0527-51-338 SERVICES - LEGAL 140,000$ 140,000$ 140,000$ 5-0527-51-348 STATE INSPECTION FEES -$ 85,850$ 85,850$ 5-0527-51-410 TELEPHONE 960$ 960$ 960$ 5-0527-51-620 FUEL/MILEAGE 1,622$ 1,622$ 1,622$ 5-0527-51-630 TRAVEL & TRAINING 2,500$ 2,500$ 2,500$ 5-0527-51-710 SUBSCRIPTIONS & DUES 4,500$ 4,500$ 4,500$ 5-0527-51-810 REFUNDS,JUDGEMENTS,DAMAGE 1,000$ 1,000$ 1,000$ 5-0527-51-910 VEHICLE LEASE 290,214$ 310,444$ 330,674$ 5-0527-51-911 VEHICLE MAINTENANCE 181,614$ 190,654$ 199,694$ 5-0527-51-930 TECHNOLOGY ISF 340,097$ 340,097$ 340,097$ 5-0527-51-940 ADMIN ALLOCATIONS 444,064$ 444,064$ 444,064$ 5-0527-51-942 FRANCHISE FEES 788,359$ 788,359$ 788,359$ 5-0527-51-945 AMR ALLOCATION 375,000$ 375,000$ 375,000$ 5-0527-51-948 ECO DEVO ALLOCATION 140,129$ 140,129$ 140,129$ 5-0527-51-950 JOINT SVCS ALLOCATIONS 3,406,538$ 3,408,238$ 3,408,238$ TOTAL OPERATIONS 9,696,608$ 9,813,428$ 9,842,698$ DEPARTMENT TOTALS 9,837,243$ 9,954,063$ 9,983,333$ Page 57 of 169 Personnel Location SALARY Overtime Standby SS Workers Comp State UEMTax Insurance Retirement Certification Pay Longevity Total Plant Operations Manager 98,051$ -$ -$ 7,502$ 1,961$ 981$ 34,318$ 12,266$ -$ -$ 155,079$ Water Plant Ops Supervisor WTPs 62,400$ -$ -$ 4,774$ 1,248$ 624$ 21,840$ 7,806$ -$ 98,692$ Sr Operator SSWTP 47,840$ 4,416$ 1,470$ 3,660$ 957$ 478$ 16,744$ 6,220$ -$ 81,785$ Sr Operator PWTP 47,840$ 4,416$ 1,470$ 3,660$ 957$ 478$ 16,744$ 6,220$ -$ 81,785$ Operator PWTP 43,680$ 4,032$ 1,470$ 3,342$ 874$ 437$ 15,288$ 5,679$ 2,080$ -$ 76,882$ Sr Operator LWTP 47,840$ 4,416$ 1,470$ 3,660$ 957$ 478$ 16,744$ 6,220$ -$ 81,785$ Operator LWTP 43,680$ 4,032$ 1,470$ 3,342$ 874$ 437$ 15,288$ 5,679$ 2,080$ -$ 76,882$ ISF Purchases Supervisor WWTPs 62,400$ -$ -$ 4,774$ 1,248$ 624$ 21,840$ 7,806$ -$ 98,692$ Sr Operator DSWWTP 47,840$ 4,416$ 1,470$ 3,660$ 957$ 478$ 16,744$ 6,220$ -$ 81,785$ Operator DSWWTP 43,680$ 4,032$ 1,470$ 3,342$ 874$ 437$ 15,288$ 5,679$ 2,080$ -$ 76,882$ Sr Operator SGWWTP 47,840$ 4,416$ 1,470$ 3,660$ 957$ 478$ 16,744$ 6,220$ -$ 81,785$ Operator SGWWTP 43,680$ 4,032$ 1,470$ 3,342$ 874$ 437$ 15,288$ 5,679$ 2,080$ -$ 76,882$ Sr Operator PBWWTP 47,840$ 4,416$ 1,470$ 3,660$ 957$ 478$ 16,744$ 6,220$ -$ 81,785$ Operator PBWWTP 43,680$ 4,032$ 1,470$ 3,342$ 874$ 437$ 15,288$ 5,679$ 2,080$ -$ 76,882$ Operator BC/CHWWTP 43,680$ 4,032$ 1,470$ 3,342$ 874$ 437$ 15,288$ 5,679$ 2,080$ -$ 76,882$ WTP Ops First Year 191,580$ 10,656$ 3,675$ 14,657$ 3,832$ 1,916$ 67,053$ 24,534$ 2,080$ -$ 319,983$ WWTP Ops First Year 235,260$ 14,688$ 5,145$ 17,999$ 4,706$ 2,353$ 82,341$ 30,213$ 4,160$ -$ 396,865$ WTP Ops Ongoing 342,306$ 21,312$ 7,350$ 26,189$ 6,848$ 3,423$ 119,807$ 43,957$ 4,160$ -$ 575,351$ WWTP Ops Ongoing 429,666$ 29,376$ 10,290$ 32,873$ 8,596$ 4,297$ 150,383$ 55,315$ 8,320$ -$ 729,115$ First Year Notes: Manager hired in November 2015 Staff hired in April 2016 Page 58 of 169 ISF Purchases Plant Ops Manager Planner/Scheduler WTP Supervisor LWTP Operator (2) PWTP Operator (2) SSWTP Operator (1) WWTP Supervisor DSWWTP Operator (2) SGWWTP Operator (2) PBWWTP Operator (2) BC/CHWWTP Operator Page 59 of 169 VEHICLE COST RADIO LEASE COST MAINT. COST INSURANCE COST FUEL/MILEAGE Water Plant SUPERVISOR ESCAPE 26,000$ 4,000$ 2,600$ 1,020$ 425$ 5,000$ OPERATOR ESCAPE 26,000$ 4,000$ 2,600$ 1,020$ 425$ 5,000$ LWTP SKID STEER 45,600$ -$ 4,560$ 3,500$ -$ 2,000$ Wastewater Plant SUPERVISOR ESCAPE 26,000$ 4,000$ 2,600$ 1,020$ 425$ 5,000$ OPERATOR ESCAPE 26,000$ 4,000$ 2,600$ 1,020$ 425$ 5,000$ DSWWTP SKID STEER 45,600$ -$ 8,500$ 3,500$ -$ 2,000$ SGWWTP SKID STEER 45,600$ -$ 8,500$ 3,500$ -$ 2,000$ ISF Purchases SKID STEER 45,600$ -$ 8,500$ 3,500$ -$ 2,000$ VEHICLE ISF 286,400$ 16,000$ WATER ADMIN 40,460$ 18,080$ 1,700$ WATER PLNT OPS 12,000$ WASTEWATER PLNT OPS 10,000$ Page 60 of 169 FACILITY CHEMICAL QUANTITY UNIT UNIT PRICE COST Subtotals LAKE PLANT SODIUM HYPOCHLORITE 188,650 GALLONS 0.87 $164,125.50 LIQUID AMMONIA SULFATE 47,300 POUNDS 0.108 $5,106.40 POLYMER 45,000 POUNDS 0.8364 $37,638.00 ALUMINUM SULFATE 1,000,000 POUNDS $0.06 $61,800.00 $268,669.90 PARK PLANT SODIUM HYPOCHLORITE 60,485 GALLONS 0.87 $52,604.55 LIQUID AMMONIA SULFATE 18,144 POUNDS 0.108 $1,959.55 POLYMER 12,400 POUNDS 0.8364 $10,371.36 ISF Purchases ALUMINUM SULFATE 50,000 POUNDS 0.0618 $3,090.00 $68,025.46 SOUTH SIDE SODIUM HYPOCHLORITE 16,930 GALLONS 0.87 $14,729.10 LIQUID AMMONIA SULFATE 6,054 POUNDS 0.108 $653.83 $15,382.93 Total $352,078.29 Page 61 of 169 FACILITY CHEMICAL QUANTITY UNIT UNIT PRICE COST Subtotals PECAN BRANCH SODIUM HYPOCHLORITE 5,596 GALLONS 0.87 $4,868.52 POLYMER 22,934 POUNDS 0.98 $22,476.30 ALUMINUM SULFATE 37,500 POUNDS 0.0618 $2,317.50 $29,662.32 SAN GABRIEL SODIUM HYPOCHLORITE 31,093 GALLONS 0.87 $27,050.91 SODIUM BISULFITE 6,006 GALLONS 2.09 $12,552.54 $39,603.45 DOVE SPRINGS POLYMER 10,298 POUNDS 0.98 $10,092.04 $10,092.04 ISF Purchases CIMARRON HILLS SODIUM HYPOCHLORITE 3,473 GALLONS 1.44 $5,001.12 $5,001.12 BERRY CREEK SODIUM HYPOCHLORITE 7,690 GALLONS 1.44 $11,073.60 $11,073.60 TOTAL COST $95,432.53 Page 62 of 169 Facility Liquid Loads Cost Subtotals LAKE PLANT 64 35,000$ 35,000$ PARK N/A N/A -$ SOUTH SIDE N/A N/A -$ TOTAL 35,000$ ISF Purchases Page 63 of 169 Facility Liquid Loads Cost Subtotals PECAN BRANCH 268 180,000$ 180,000$ SAN GABRIEL 2,213,700 43,500$ 87 65,000$ 108,500$ DOVE SPRINGS 100 70,000$ 70,000$ ISF Purchases 60,100 1,000$ 1,000$ BERRY CREEK 667,600 12,000$ 12,000$ TOTAL 371,500$ Page 64 of 169 Page 65 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Consideration and possible recommendation on a Wastewater Services Agreement with Parmer Ranch Partners, L.P. -- Wesley Wright, P.E., Systems Engineering Director. ITEM SUMMARY: Parmer Ranch is a proposed residential and commercial development located north of Williams Drive and both sides of Ronald Reagan Blvd. Ultimately, the developer expects up to 1,600 homes in addition to commercial/retail development. The development is seeking MUD consent from the city. However a major issue for the property is the provision of wastewater. Under the terms of the proposed agreement the developer will construct the Cowan Creek Interceptor contemplated in the city's Wastewater Master Plan. This major interceptor will provide wastewater service to a large, currently un-served area. Additionally, under the terms of this agreement, the developer acknowledges that interim excess capacity is being leveraged to serve the proposed development. That interim excess capacity is contractually committed to others, but is not predicted to be needed for at least 5 years. In consideration of the fact that contracted capacity may need to be surrendered at some point in the future, the developer has agreed to contribute $1.7 million towards a separate lift station and force main to serve Parmer Ranch. This contribution will be made through a supplemental fee of $2,125.00 paid per connection to the system. In the future, improvements are planned that would provided unrestricted wastewater service in the basin and the $1.7 million lift station and force main might not be needed. In any case, the $1.7 million is completely non-refundable, and any excess funds will be added to the wastewater fund balance. FINANCIAL IMPACT: The costs associated with all improvements are the responsibility of the developer. SUBMITTED BY: Wesley Wright ATTACHMENTS: Description Type Exhibit A - Metes and Bounds Backup Material Exhibit B - Land Sketch Backup Material Exhibit C - Land Plan Backup Material Exhibit D - Wastewater Improvements Backup Material Exhibit E Easements Backup Material Exhibit F - Insurance and Bond Requirements Backup Material WW Ser Agreement Backup Material Page 66 of 169 Page 67 of 169 Page 68 of 169 Page 69 of 169 Page 70 of 169 Page 71 of 169 Page 72 of 169 Page 73 of 169 995.7 975.8 998.4 1007.2 1017.6 988.5 965.4 970.1 974.2 985.5 967.3 969.9 978.2 982.4 977.5 975.1 975.3 978.5 979.6 990.5 990.6 983.4 992.1 993.1 993.5 991.5 992.3 985.7 986.3 985.7 989.0 987.4 1016.9 988.5 1008.3 1005.4 1007.7 1008.1 1000.2 1000.5 999.5 996.6 997.8 1000.3 1002.8 1000.6 1002.4 1005.1 1002.8 1003.1 1006.1 1004.4 1005.4 998.2 998.2 996.9 993.1 994.9 996.8 1016.5 1020.3 1012.2 1012.4 1024.2 994.6 997.2 996.6 955.7 989.9 1008.2 1001.1 957.3 1006.5 1000.2 1011.1 1011.0 1006.1 988.8 987.5 976.1 975.7 980.8 947.4 937.6 947.4 941.7 932.6 935.8 939.9944.2 946.2 949.6 957.6 959.1 976.9 979.2 986.1 985.9 983.7 994.3 972.8 966.8 988.5 983.2 977.6 971.5 1000.4 1006.7 1008.1 1008.2 942.6 1004.4 1000.7 998.8 995.0 955.4 992.6 992.4 959.3 985.2 979.2 982.1 982.4 985.6 926.9 954.5 960.8 970.9 976.4 960.4 958.7 963.9 945.9 950.6 917.6 918.6 919.6 928.8 923.3 925.9 928.9 928.2 933.1 927.9935.8 942.9 941.3 949.5 940.4 937.1 942.2 941.3 941.0 928.8 931.4 926.7 925.2 931.0941.1 930.8 907.6 911.2 914.6 915.5 919.5 920.1 924.4 923.9 923.4 924.3 925.6 929.8 940.2 936.3 933.5 934.6 957.7 920.4 900 920 920 920 920 920 910 910 940 940 930 930 9 1 0 910 910 91 0 920 9 2 0 92 0 920 920 920 9 2 0 920 92 0 92 0 9 2 0 920 9 2 0 93 0 930 9 3 0 93 0 9 3 0 93 0 930 930 9 3 0 930 93 0 93 0 930 93093 0 9 3 0 9 3 0 940 940 940 94 0 940 940 94 0 940 94 0 940 94 0 940 940 940 940 940 940 9 4 0 950 9 5 0 95 0 950 950 950 950 950 9 5 0 95 0 950 950 970 960 96 0 960 960 96 0 960 920 920 920 930 9 3 0 93 0 930 9 3 0 930 930 930 930 940 940 940 940 940 940 940 940 960 950 950 950 950 9 5 0 980 980 970 970 970 96 0 9 6 0 960 960 960 960 960 960 930 10 1 0 101 0 940 940940 94 0 940 940 940 94 0 100 0 1000 100 0 1000 1000 1 0 0 0 1000 1000 10001000 1000 100 0 10 0 0 10 0 0 1000 100 0 10 0 0 950 950 9 5 0 950 95 0 950 9 5 0 950 950 95 0 9 5 0 950 95 0 950 950 99 0 990 990 990 990 990 990 990 99 0 9 9 0 990 990 990 990 990990 99 0 99 0 990 960 960 960 960 960 960 960 960 960 960 9 6 0 9 6 0 960 96 0 96 0 96 0 960 96 0 960 960 960 960 960 9 6 0 960 960 96 0 98 0 98 0 9 8 0 980 980 980 980 980 980 980 980 980 980 980 98 0 980 980 980 980 98 0 980 980 980 980 980 970 9 7 0 97 0 970 970 970 97 0 970 970 970 970 97 0 970 970 97 0 97 0 970 970 970 970 970 97 0 970 970 970 970 970 96 0 960 960 97 0 97 0 970 9 7 0 970 970 97 0 970 970 970 97 0 980 980 980 9 8 0 98 0 980 980 980 9 8 0 9 8 0 9 8 0 9 8 0 98 0 980 98 0 980 980 9 8 0 980 980 9 8 0 980 98 0 99 0 990 990 990 990 990 990 990 99 0 990 990 990 990 99 0 9 9 0 99 0 990 990 990 990 990 9 9 0 9 9 0 99 0 990 990 990 990 990 99 0 1000 1000 100 0 1000 10 0 0 10 0 0 1000 10 0 0 100 0 1000 1000 10 0 0 100 0 100 0 10 0 0 10001000 1000 1000 1000 1000 100 01000 100 0 1000 1000 1000 1 0 0 0 101 0 1010 10 1 0 1010 10 1 0 10 1 0 101 0 10 1 0 1010 1010 1010 10 1 0 1010 10 1 0 1010 10 2 0 1020 102 0 10 2 0 10 2 0 102 0 102 0 PARCEL 1 17.6 AC. PARCEL 2 8.8 AC. 4.0 du/ac 35 units PARCEL 3 27.0 AC. 4.0 du/ac 108 units PARCEL 4 13.1 AC. 4.0 du/ac 52 units PARCEL 7 5.5 AC. 4.0 du/ac 22 units PARCEL 5 13.9 AC. 4.0 du/ac 56 units PARCEL 6 14.4 AC. 4.0 du/ac 57 units PARCEL 22 12.1 AC. PARCEL 21 13.4 AC. MIXED USE PARCEL 20 14.0 AC. MIXED USE PARCEL 19 6.1 AC. MIXED USE PARCEL 18 20.6 AC. PARCEL 16 17.7 AC. 4.0 du/ac 71 units PARCEL 15 29.6 AC. 4.0 du/ac 118 units PARCEL 13 22.4 AC. 4.0 du/ac 90 units PARCEL 12 21.2 AC. 4.0 du/ac 85 units PARCEL 14 19.1 AC. 4.0 du/ac 76 units PARCEL 11 10.0 AC. 6.0 du/ac 60 units PARCEL 10 14.0 AC. 6 du/ac 84 units PARCEL 17 4.5 AC. MIXED USE PARCEL 8 25.7 AC. 4.0 du/ac 103 units PARCEL 9 35.9 AC. 4.0 du/ac 144 units MIXED USE MIXED USE 4.0 AC. CLUSTER MIXED USE CLUSTER PARK PARK PARK amenity center detention detention detention det. S L O P E S det. ronald reagan bo u l e v a r d w i l l i a m s d r i v e CR 248 cr 24 7 indi a n spri n g s r d . C R 2 4 5 * Open space includes detention/water quality, parks, greenbelts, enhanced lakes, easements and buffers 455.1 AC.TOTAL AMENITY CENTERS 4.0 AC. MAJOR ROW OPEN SPACE* 19.7 AC. 64.4 AC. Notes:1,688 UNITS MIXED USE**88.2 AC. Single Family 1,018 units 1,163 units UNITS Sub-Total: RESIDENTIAL ACRES DENSITY(A) 254.7 AC.4.0 du/ac 278.8 AC. Cluster Product 145 units24.1 AC.6.0 du/ac TRAILS, TYP. ** Up to 30% of the gross land may be used for multi family units 525 units LAND USE SUMMARY Scale: 1" = 800' SHEET FILE: R:\140092-PARP\Cadfiles\PLANNING\Concept Plan D_revised Oct 2015.dwg GEORGETOWN, TEXAS North PARMER RANCH LAND PLAN October 1, 2015 EXHIBIT D Base mapping compiled from best available information. All map data should be considered as preliminary, in need of verification, and subject to change.This land plan is conceptual in nature and does not represent any regulatory approval.Plan is subject to change. SEC Planning, LLC t 512.246.7003 f 512.246.7703 www.secplanning.com info@secplanning.com Land Planning Landscape Architecture Community Branding 16008000400 AUSTIN, TEXAS ++ + +Page 74 of 169 &3 #0 ROCKYH O L L O W C R EEK D R W R IDGEWO O D RD C R 2 8 9 S U N CIT Y B L V D F M 3405 SH195 C R 2 4 5 I N D I A N S P R I N G S R D R O N A L D W R E A G A N B L V D RM 2338 WILLIAMSDR C R 2 6 1 SH195NB C o w a n C re e k Berry Creek EXHIBIT D PARMERRANCH(L AND ) 0 0.5 10.25 Miles ´ LegendParmer Ranch Wastewater Agreement Proposed Wastewater Points Type &3 Cowan Creek Lift Station #0 Northlands Wastewater Treatment Plant Proposed Wastewater Lines Cowan Creek Interceptor 12" - 15" 12" - 15" 18" - 21" 8" Proposed Force Main Existing Sewer Gravity Mains Diameter 18 24 Proposed Wastewater Service Boundary Streams PARMER RANCH Pulte Preliminary Annexation Georgetown City Limits Parcels Cowan Creek Interceptor C o w a n C r e e k I n t e r c e p t o r Cowan CreekLift Station NorthlandsWastewaterTreatment Plant Page 75 of 169 ACCESS EASEMENT AGREEMENT STATE OF TEXAS § § COUNTY OF WILLIAMSON § THIS UTILITY ACCESS EASEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of _____________, 20__, by and between ______________________________________________________________________________ , each an individual (collectively, “Grantor”) and CITY OF GEORGETOWN, a Texas home-rule municipal corporation, whose address is P.O. Box 409, Georgetown, Texas 78627, Attn: Georgetown City Secretary (”Grantee”); Grantor and Grantee hereinafter referred to collectively as the “Parties”), for the consideration and purposes set forth herein. WHEREAS, Grantor is the owner of that certain tract of real property more particularly described on Exhibit “A” attached hereto (“Property”); WHEREAS, Grantor has granted a wastewater easement to Grantee, which is recorded as Document No. _________________ in the Official Public Records of Williamson County, Texas (the “Wastewater Easement”); WHEREAS, Grantee intends to accept the dedication of and the responsibility for maintenance of certain sanitary sewer service line facilities (collectively, the “Facilities”) which are to be constructed within the Wastewater Easement by ___________________ a Texas __________________________ in connection with its development of adjacent real property; and WHEREAS, Grantee desires to obtain from Grantor and Grantor has agreed to provide to Grantee vehicular and pedestrian access to and from the Wastewater Easement across, upon and over Grantor’s Property in the area more particularly described on Exhibit “B” attached hereto (the “Access Easement Area”). NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Grant of Access Easement. Grantor hereby grants to Grantee and its successors and assigns a non-exclusive vehicular and pedestrian access easement (the “Access Page 76 of 169 Easement”) over, upon, and across the Access Easement Area, for the purpose of providing ingress, egress and access to and from the Wastewater Easement in order for the Grantee to construct, install, inspect, test, maintain, repair and/or replace, as needed, the Facilities in the Wastewater Easement. The Access Easement Area shall be twenty feet (20’) in width and in the location shown on the attached Exhibit “B” and Grantee may, at Grantee’s sole election, cause to be constructed within said Access Easement Area, an improved access roadway in accordance with the specifications set forth in Exhibit “C” attached hereto. Until such time as Grantee may obtain or be provided with access to and from the Wastewater Easement via a public road (“Alternate Access”), the Access Easement may be used by Grantee and its employees, independent contractors, consultants, tenants, agents, licensees and invitees for the purpose set forth above. The Access Easement shall automatically terminate when, and if, Grantee obtains or is provided with such Alternate Access, and the Parties shall have no further obligations in connection herewith except under those provisions that expressly survive a termination of the Access Easement. Notwithstanding anything to the contrary contained in this Section 1, Grantee shall have no duty to seek Alternate Access. 2. Maintenance. Grantee expressly acknowledges that Grantor shall not bear any responsibility or liability for the maintenance or repair of the Access Easement Area; provided however, that Grantor shall be liable for any damage to the improved access roadway within the Access Easement Area if caused by Grantor. 3. Improvements. Grantee shall have the right, in Grantee’s sole discretion, to remove trees and brush within the Access Easement Area to the extent reasonably necessary for Grantee to use the Access Easement Area for the purposes herein intended, and to make those improvements to the Access Easement Area consistent with the specifications set forth on Exhibit “C” attached hereto. Grantee hereby acknowledges that Grantor may use the Access Easement Area for other purposes (including, without limitation, the construction of improvements thereon, installation of utilities, maintaining any such improvements or utilities, and the granting of other easements to third parties); provided such other uses or purposes do not unreasonably interfere with or prevent Grantee’s use of the Access Easement Area for the purposes herein stipulated. 4. Interruption of Access. Grantee acknowledges that Grantor may have cattle or other livestock on Grantor’s Property and therefore certain fences, gates, or other barriers may exist (or may be installed by Grantor, in Grantor’s discretion) which restrict access across all or a portion of the Access Easement Area. Grantee shall provide Grantor with reasonable advance notice (which notice may be oral) prior to Page 77 of 169 Grantee entering upon the Access Easement Area so that Grantor may unlock any such fences, gates or barriers, or accompany Grantee onto the Access Easement Area. Grantee agrees to use reasonable efforts to close and secure such gates or otherwise restore such fence and/or barrier promptly after passing through such gate, fence or barrier. Grantee acknowledges that use of the Access Easement Area may be temporarily interrupted: (a) during construction, maintenance and repair of parking areas, driveways, landscaping, sidewalks, pedestrian ways and other improvements and facilities existing from time to time on or within the Access Easement Area, (b) during an emergency, or (c) in order to avoid the possibility of dedicating the same for public use or creating prescriptive rights therein, and in such event, Grantor shall provide to Grantee, prior written notice of such interruption and reasonable alternate access to and from the Wastewater Easement during the entire period of such temporary interruption. Notwithstanding the foregoing, if such temporary interruption is due to an emergency, no prior notice of such interruption shall be required, but Grantor shall provide written notice of such interruption to Grantee as soon thereafter as reasonably possible. 5. Right to Relocate Access Easement Area. At any time or from time to time, and subject to Grantee’s prior written approval, which approval shall not be unreasonably withheld, Grantor may relocate the Access Easement Area to any other area of Grantor’s Property, so long as such relocation continues to provide Grantee uninterrupted access (subject to paragraph 4 above) to the Wastewater Easement along an access road constructed in accordance with the terms of this Agreement and the specifications shown on Exhibit “C”. In the event of any such relocation of the Access Easement Area (or any portion thereof) under this Section 5, the Parties shall execute a recordable amendment to this Agreement effectuating the relocation of the Access Easement Area. 7. Miscellaneous. a. Entire Agreement. Notwithstanding any terms, provisions or conditions of any other documents or instruments to the contrary, this Agreement constitutes the entire agreement among the Parties hereto as to the subject matter hereof, and the Parties do not rely upon any statement, promise or representation not herein expressed. b. Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by an agreement in writing signed by the Parties hereto. Page 78 of 169 c. Governing Law. This Agreement shall be deemed to be a contract under the laws of the State of Texas which is performable in Williamson County, Texas, and for all purposes shall be construed and enforced in accordance with and governed by the laws of the State of Texas. d. Counterparts. To facilitate execution, this Agreement may be executed in any number of counterparts as may be convenient or necessary, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof. e. Binding on Assigns. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns and shall be deemed to be a covenant running with the land. f. No Partnership. Nothing contained herein shall be construed to create a partnership between or among the Parties, nor shall it cause them to be considered joint venturers or members of any joint enterprise. In addition, this Agreement is not intended to create any third party beneficiary except as otherwise provided. g. Notices. Any notice hereunder must be in writing, and shall be effective when deposited in the United States Mail, Certified (Return Receipt Requested), or with a recognized overnight courier service, addressed to the parties as set forth below (or as may be designated from time to time as provided in this Section 6.g), or when actually received by the party to be notified, including electronically confirmed facsimile transmissions: To Grantor: Telephone: ______________ Facsimile: _______________ To Grantee: City of Georgetown P.O. Box 409 Georgetown, Texas 78627 Attn: Systems Engineering Director Telephone: 512-931-7672 [SIGNATURES APPEAR ON FOLLOWING PAGE] Page 79 of 169 EXECUTED to be effective as of the date first written above. GRANTOR: __________________________________________ _______________________________, Individually STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ___ day of _________________, 20__, by __________________________________________, individually. _________________________________________ Notary Public, State of Texas Page 80 of 169 __________________________________________ _______________________________, Individually STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ___ day of _________________, 20__, by _________________________________________, individually. _________________________________________ Notary Public, State of Texas Page 81 of 169 APPROVED AS TO FORM: _____________________ Bridget Chapman City Attorney Exhibit “A” – Description of Grantor’s Property Exhibit “B” – Description of Access Easement Area Exhibit “C” – Road Specifications AFTER RECORDING, RETURN TO GRANTEE: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627 Page 82 of 169 EXHIBIT “A” Description of Grantor’s Property Page 83 of 169 EXHIBIT "B" Description of Access Easement Area Page 84 of 169 EXHIBIT "C" Road Specifications Page 85 of 169 WASTEWATER EASEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON § This Agreement (this “Agreement”) is made on the _____ day of ____________, 20__, at Georgetown, Texas, between _________________, a __________________________, whose address is ___________________________________ (hereinafter referred to as "Grantor”), and the City of Georgetown, a Texas home-rule municipal corporation, whose address is P.O. Box 409 Georgetown, Texas 78627, ATTN: Georgetown City Secretary (herein referred to as “Grantee”). 1. For the good and valuable consideration described in Paragraph 2 below, Grantor hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and assigns, a non-exclusive one hundred (100)-foot wide easement and right-of-way (the “Easement”) for the placement, construction, operation, repair, maintenance, replacement, upgrade, rebuilding, relocation and/or removal of utility lines and related facilities for sanitary sewer service (collectively, the “Facilities”) on, over, under, and across the following described property of the Grantor, to wit: Being all that certain tract, piece or parcel of land lying and being situated in the County of Williamson, State of Texas, being more particularly described by metes and bounds in Exhibit A and by diagram in Exhibit B attached hereto and made a part hereof for all purposes (herein sometimes referred to as the “Easement Area” or the “Property”). 2. The Easement and the rights and privileges herein conveyed, are granted for and in consideration of the sum of One and No/100 Dollars ($1.00) and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency of which is hereby acknowledged and confessed. 3. The Easement, with its rights and privileges, shall be used only for the purpose of placing, constructing, operating, repairing, maintaining, rebuilding, replacing, upgrading, relocating, and/or removing the Facilities. 4. The duration of the Easement is perpetual. Page 86 of 169 5. Grantor and Grantor’s heirs, personal representatives, successors, and assigns are and shall be bound to WARRANT and FOREVER DEFEND the Easement and the rights conveyed in this Agreement to Grantee and Grantee’s successors and assigns, against every person lawfully claiming or to claim all or any part thereof. 6. The Easement, and the rights and privileges granted by this Agreement, are EXCLUSIVE to Grantee, and Grantee’s successors and assigns, and Grantor covenants that Grantor shall not convey any other easement, license, or conflicting right to use in any manner, the area (or any portion thereof) covered by this grant. 7. This Agreement contains the entire agreement between the parties relating to its subject matter. Any oral representations or modifications concerning this Agreement shall be of no force and effect. Any subsequent amendment or modification must be in writing and agreed to by all parties. 8. The terms of this Agreement shall be binding upon Grantor, and Grantor’s heirs, personal representatives, successors, and assigns; shall bind and inure to the benefit of the Grantee and any successors or assigns of Grantee; and shall be deemed to be a covenant running with the land. IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this ___ day of _____________, 20__. GRANTOR: Printed Name: APPROVED AS TO FORM: ______________________________ Page 87 of 169 , City Attorney STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ___ day of _________________, 20__, by ____________________________________________________. Notary Public, State of Texas AFTER RECORDING, RETURN TO GRANTEE: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627 Page 88 of 169 Consent and Subordination by Lienholder ___________________________________, of _____________________________ [address] (“Lienholder”), as the holder of [a] lien[s] on the Property subject to the Easement, consents to the above grant of an Easement, including the terms and conditions of the grant, and Lienholder subordinates its lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish the rights and interests of Grantee. __________________________________________ [Name of Lienholder] STATE OF ____________ § § COUNTY OF _______________ § This instrument was acknowledged before me on this the ___ day of _________________, 20__, by _______________________, ____________ of ________________________, a _________________________, on behalf of said ____________. Notary Public, State of ___________ Page 89 of 169 TEMPORARY ACCESS AND CONSTRUCTION EASEMENT AGREEMENT STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF WILLIAMSON § This Temporary Access and Construction Easement Agreement (this "Agreement") is made by and between ____________________________, each an individual (hereinafter referred to collectively as "Owner"); and _____________________________, a Texas ________________________(“Developer”), and the City of Georgetown, Texas (the “City”). RECITALS: A. Developer is developing property located in Williamson County, Texas and more particularly depicted on Exhibit A attached hereto (the "Parmer Ranch Property"). B. Owner owns property located in Williamson County, Texas more particularly depicted on Exhibit B attached hereto ("Owners’ Property"). C. Owner has granted a wastewater easement to the City, which is recorded as Document No. _________ in the Official Public Records of Williamson County, Texas (the "Wastewater Easement"). D. In connection with its development of the Parmer Ranch Property, Developer is constructing or causing to be constructed (the "Construction") a public wastewater line (the " Interceptor") for the benefit of the City within the Wastewater Easement. E. To complete the Construction and obtain access to the Wastewater Easement, Developer and the City require access to that certain twenty-five foot (25') wide portion of the Owners’ Property identified on Exhibit C attached hereto and made a part hereof (the "Easement Area"). F. To facilitate construction of the Interceptor, Owner has agreed to allow Developer and City to enter onto the Easement Area on a temporary basis to perform and complete the Construction pursuant to the terms of this Agreement. NOW, THEREFORE, for TEN DOLLARS ($10.00) paid by Developer to Owner and for Page 90 of 169 the further consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: EASEMENT: 1. Subject to all of the terms and conditions hereof, Owner hereby grants to Developer and to the City a temporary easement for (i) vehicular and pedestrian access over and across the Easement Area for purposes of accessing the Wastewater Easement and for the staging of equipment and materials to be used in the Construction, and (ii) the use of the Easement Area to perform and complete that portion of the Construction to be performed within the Easement Area (collectively, the "Easement"). TO HAVE AND TO HOLD the Easement unto Developer and City and their successors and assigns, on and subject to the terms, conditions and exceptions set forth herein, and Owner does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular said Easement unto Developer and City against every person whomsoever lawfully claiming or to claim the same or any part thereof. 2. Developer and City may only utilize the Easement Area for the purpose of undertaking and completing the Construction, and all other reasonable uses directly related thereto, all of which shall be undertaken and completed at no expense to or liability for Owner. All work performed on the Easement Area shall be performed in a good and workmanlike manner and in accordance with the plans for the Construction approved by City of Georgetown, Texas. Owner acknowledges that portions of the Construction performed within the Easement Area shall require use of heavy vehicles and machinery. 3. The Easement shall be non-exclusive. Developer and City acknowledge that Owner shall have the right to enter upon and use the Easement Area for any purpose that does not unreasonably interfere with the Easement granted hereunder. 4. The Easement hereby granted shall be in full force and effect commencing on the date hereof and continuing until the completion of Construction and acceptance of the Interceptor by the City subject, however, to all of the terms and conditions hereof. Notwithstanding any of the foregoing to the contrary, Developer and Page 91 of 169 City may remain on the Owners’ Property for up to sixty (60) days after the date that the Interceptor has been accepted by the City solely for the purposes of conducting non-invasive Construction completion activities, including, without limitation, inspections, planting grass, erecting or removing erosion control devices or tree protection devices, minor landscape restoration and fence repair, all of which shall be performed promptly and diligently by Developer and City. 5. Developer and City shall have the right to remove trees and other obstructions and clear brush in the Easement Area to the extent needed to provide access for equipment and materials necessary for the Construction. 6. Owner agrees, at no cost or liability to Owner, to reasonably and timely cooperate with Developer and City in obtaining any required permits or other approvals from Williamson County or any other governmental entity which may be necessary to person and complete the Construction. 7. The Construction shall be performed such that no liens shall attach to the Property as a result of the Construction. 8. The Easement hereby granted is expressly made subject to any and all easements, covenants, rights-of-way, conditions and restrictions relating to the Easement Area to the extent, and only to the extent, that the same are shown of record in the Official Public Records of Williamson County, Texas. 9. The contact information for Owner, Developer, and the City for purposes of notice and any other purpose hereunder, is as follows: Owner: Developer: Parmer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen Page 92 of 169 With a copy to: Owen Holdings Inc. 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager 10. This Agreement shall run with the land and shall be binding upon the parties hereto, their respective heirs, administrators, personal representatives, successors and assigns. [SIGNATURE PAGES FOLLOW] EXECUTED this the ______ day of _____________________________, 20__. Page 93 of 169 OWNER: Name By: Printed Name: Title: STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ___ day of _________________, 20__, by ____________________________________________________. Notary Public, State of Texas AFTER RECORDING, RETURN TO: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627 Page 94 of 169 Consent and Subordination by Lienholder ___________________________________, of _____________________________ [address] (“Lienholder”), as the holder of [a] lien[s] on the Property subject to the Easement, consents to the above grant of an Easement, including the terms and conditions of the grant, and Lienholder subordinates its lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish the rights and interests of Grantee. __________________________________________ [Name of Lienholder] STATE OF ____________ § § COUNTY OF _______________ § This instrument was acknowledged before me on this the ___ day of _________________, 20__, by _______________________, ____________ of ________________________, a _________________________, on behalf of said ____________. Notary Public, State of ___________ Page 95 of 169 Exhibit __ Page 1 EXHIBIT F I. INSURANCE REQUIREMENTS FOR INTERCEPTOR 1. CONTRACTOR 1 shall purchase and maintain insurance in the types and amounts indicated below for the duration of the Agreement (unless a longer duration is specified), which shall include items owned by or to be transferred to the City of Georgetown, Texas (“OWNER”) in the care, custody and control of CONTRACTOR prior to and during the term of the Contract2 and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Termination of the Agreement 3or Suspension of the Work by OWNER. Except for the Worker’s Compensation policy, the other insurance policies required by the Agreement to be obtained by CONTRACTOR must state that OWNER, its officials, directors, employees, representatives, and volunteers are added as additional insureds with regard to operations and activities by or on behalf of the named insureds performed under contract with OWNER. The additional insured status must cover completed operations as well, and the policy covering completed work must remain in effect until the expiration of the statue of repose. 2. CONTRACTOR must complete and forward the required Certificates of Insurance to OWNER before the Agreement is executed as verification of coverage required below. CONTRACTOR shall not commence Work until the required insurance is obtained and until such insurance has been reviewed by OWNER. Approval of insurance by OWNER shall not relieve or decrease the liability of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on the part of CONTRACTOR. CONTRACTOR must also complete and forward the required Certificates of Insurance to OWNER whenever a previously identified policy period has expired as verification of continuing coverage. 3. Contractor’s insurance coverage is to be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better, except for hazardous material insurance which shall be written by companies with A.M. Best ratings of A- or better. 4. All endorsements naming the OWNER as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall indicate: City of Georgetown, 113 E. 8th Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The “other” insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR’s insurance shall be considered primary with respect to any insurance or self-insurance carried by OWNER. The CONTRACTOR’S insurance shall apply separately to each insured against whom a claim is made and/or lawsuits brought, except with respect to the limits of insurer’s liability. 6. If insurance policies are not written for amounts specified below, CONTRACTOR shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. 7. OWNER shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision 1 CONTRACTOR means the Contractor retained by Owner or District to construct the Interceptor. 2 CONTRACT means the contract between or among Owner and/or District as parties of the first part, and the CONTRACTOR as the party of the second part. 3 Agreement means the Wastewater Services Agreement among City, Owner, and District. Page 96 of 169 Exhibit __ Page 2 or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. 8. OWNER reserves the right to review the insurance requirements set forth during the effective period of the Agreement and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by OWNER based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as CONTRACTOR. 9. CONTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Agreement or as required in the Agreement. 10. CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. 11. The policies must contain the following language: “This policy shall not be cancelled, materially changed, or not renewed until after thirty (30) days prior written notice has been given to OWNER.” In addition, CONTRACTOR shall provide OWNER thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicted within the Agreement. 12. If OWNER-owned property is being transported or stored off-Site by CONTRACTOR, then the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect OWNER’s property. 13. The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of CONTRACTOR. 14. Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the Agreement, at the Subcontractor’s own expense, to maintain during the term of the Agreement, the same stipulated minimum insurance including the required provisions and additional policy conditions as shown above. As an alternative, the CONTRACTOR may include its Subcontractors as additional insureds on its own coverage as prescribed under these requirements. The CONTRACTOR’s certificate of insurance shall note in such event that the Subcontractors are included as additional insureds and that CONTRACTOR agrees to provide Workers’ Compensation for the Subcontractors and their employees. The CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor in order to assure compliance with the insurance requirements. The CONTRACTOR must retain the certificates of insurance for the duration of the Agreement plus five (5) years and shall have the responsibility of enforcing these insurance requirements among its subcontractors. The OWNER shall be entitled, upon request and without expense, to receive copies of these certificates. B. Business Automobile Liability Insurance. Provide coverage for all owned, non-owned and hired vehicles in an amount not less than $1,000,000 combined single limit per accident for bodily injury and property damage. The policy shall contain the following endorsements in favor of OWNER: • Waiver of Subrogation endorsement TE 2046A; Page 97 of 169 Exhibit __ Page 3 • 30 day Notice of Cancellation endorsement TE 0202A; and • Additional Insured endorsement TE 9901 B. • Provide coverage in the following types and amounts: • A minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. No aggregate shall be permitted for this type of coverage. Such insurance shall include coverage for loading and unloading hazards. C. Workers’ Compensation and Employers’ Liability Insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of a standard certificate of coverage (e.g. ACCORD form) to Owner’s Representative for every person providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance must be presented as evidence of coverage for CONTRACTOR. Workers’ Compensation Insurance coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR’s policy shall apply to the State of Texas and include these endorsements in favor of OWNER: • Waiver of Subrogation, form WC 420304; and • 30 day Notice of Cancellation, form WC 420601. The minimum policy limits for Employers’ Liability Insurance coverage shall be the minimum amounts required to meet the statutory requirements of Texas Labor Code, Section 401.011(44), or the following, whichever is greater: • $1,000,000 bodily injury per accident, and • $1,000,000 bodily injury by disease policy limit; and • $1,000,000 bodily injury by disease each employee; and • $1,000,000 Employer’s Liability. CONTRACTOR has the option to self-insure in accordance with applicable law and OWNER approval. D. Commercial General Liability Insurance. The Policy shall contain the following provisions (to the extent available): • Blanket contractual liability coverage for liability and indemnifications assumed under the Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Underground (X, C & U) coverage. • Independent Contractor’s coverage. • Aggregate limits of insurance per project, endorsement CG 2503. Page 98 of 169 Exhibit __ Page 4 • OWNER listed as an additional insured, endorsement CG 2010. • 30 day notice of cancellation in favor of OWNER, endorsement CG 0205. • Waiver of Transfer of Recovery Against Others in favor of OWNER, endorsement CG 2404 fully insuring CONTRACTOR’S or Subcontractor’s liability for bodily injury and property damages with a combined bodily injury (including death) and property damage minimum limit of: $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products and completed operations aggregate Coverage shall be on an “occurrence” basis. E. Intentionally omitted. F. Umbrella Liability Insurance. The CONTRACTOR shall obtain, pay for, and maintain umbrella liability insurance during the contract term, insuring the CONTRACTOR (or subcontractor) for an amount not less than $1,000,000 that provides coverage at least as broad and applies in excess of and follows the form of the primary liability coverages required hereunder. The policy shall provide “drop down” coverage where underlying primary insurance coverages limits are insufficient or exhausted. G. Intentionally omitted. II. PERFORMANCE AND PAYMENT BOND REQUIREMENTS A. General. 1. Bonds, when required by the Agreement or by Chapter 2253 of the Texas Government Code, shall be executed on forms furnished by or acceptable to OWNER. All bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act. 2. If the surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of the preceding paragraph, CONTRACTOR shall within ten (10) days thereafter substitute another bond and surety, both of which must be acceptable to OWNER. 3. When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount of one hundred percent (100%) of the estimated construction cost of the Interceptor as security for the faithful performance and/or payment of all CONTRACTOR’s obligations under the Agreement. Performance Bonds and Payment Bonds shall be issued by a solvent surety company authorized to do business in the State of Texas, and shall meet any other requirements established by law or by OWNER pursuant to applicable law. Any surety duly authorized to do business in Texas may write Performance and Payment Bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such a surety must reinsure any obligations over 10 percent. Page 99 of 169 Exhibit __ Page 5 B. Performance Bond. 1. If the estimated cost of constructing the Interceptor exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated cost of constructing the Interceptor exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER, unless the original estimated time for completion of construction is 60 Calendar Days or less, in which case CONTRACTOR can agree to the following terms and conditions for payment in lieu of providing a Performance Bond: no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER; CONTRACTOR shall be entitled to receive 95% of the estimated cost of construction of the Interceptor following Final Completion, and the remaining 5% of the Contract Amount following the one year warranty period. 3. If the estimated cost of constructing the Interceptor is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Performance Bond. 4. If a Performance Bond is required to be furnished, it shall extend for the two year warranty period, or longer if the warranty periods are longer. C. Payment Bond. 1. If the estimated cost of constructing the Interceptor exceeds $25,000, CONTRACTOR shall furnish OWNER with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Interceptor is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Payment Bond; provided that no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER. D. Power of Attorney. Each bond shall be accompanied by a valid Power of Attorney (issued by the surety company and attached, signed and sealed with the corporate embossed seal, to the bond) authorizing the attorney in fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond. E. Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Tex. Gov’t Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, THE CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD THE OWNER HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS AS A RESULT. F. Furnishing Bond Information. OWNER shall furnish certified copies of the payment bond and the related Agreement to any qualified person seeking copies who complies with Tex. Gov’t Code, §2253.026. G. Claims on Payment Bonds. Claims on payment bonds must be sent directly to the CONTRACTOR and his surety in accordance with Tex. Gov’t Code § 2253.041. All Payment Bond claimants are cautioned that no lien exists on the funds unpaid to the CONTRACTOR on such Contract, and that reliance on notices sent to the OWNER may result in loss of their rights against the CONTRACTOR and/or his surety. The OWNER is not responsible in any manner to a Page 100 of 169 Exhibit __ Page 6 claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee. H. Payment Claims when Payment Bond not Required. The rights of Subcontractors regarding payment are governed by Tex. Prop. Code, §§53.231 – 53.239 when the estimated cost of constructing the Interceptor is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to the CONTRACTOR as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim. I. Minimum Standards for Sureties. Sureties shall be listed on the US Department of the Treasury’s Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular 570). Page 101 of 169 Wastewater Service Agreement Page 1 Last updated: 10/5/2015 WASTEWATER SERVICES AGREEMENT THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This Wastewater Services Agreement ("Agreement") is between the City of Georgetown, Texas (the “City”), a home-rule city located in Williamson County, Texas, and Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, (the “Owner”). Upon final creation of Northwest Williamson County Municipal Utility District No. 2, a municipal utility district to be created pursuant to Article XVI, Section 59 of the Texas Constitution and under Chapters 49 and 54 of the Texas Water Code (the “District”), the District shall join in this Agreement and be bound by its provisions. WHEREAS, Owner is the owner of that certain real property described by metes and bounds on Exhibit A and shown by sketch on Exhibit B, consisting of approximately 454 +/- acres of land (the “Land”). The Land lies entirely within the City’s extraterritorial jurisdiction (“ETJ”) and retail wastewater service area. Owner intends to develop the Land as a master-planned, residential community generally as depicted on Exhibit C (the “Land Plan”) and to construct or cause to be constructed 1,220 single family lots on approximately 307 acres; multifamily development on approximately 62 acres; and commercial development on approximately 85 acres. WHEREAS, the City’s Unified Development Code (“UDC”) requires the Owner to construct wastewater improvements that satisfy the City’s Wastewater Master Plan (herein so called) and fulfill the wastewater collection and treatment needs for the Land. WHEREAS, wastewater treatment services to the Land could be provided from the to-be-constructed Northlands WWTP (defined herein); however, the Northlands WWTP may not be completed prior to the time that the Owner requires wastewater treatment service to be available for the Land. WHEREAS, a portion of the wastewater collection infrastructure required to connect the Land to the Northlands WWTP may be constructed by others pursuant to that certain “Development Agreement Regarding Annexation and Development of Cowan Springs,” as amended, by and between the City and Somerset Hills, Ltd., recorded in the Williamson County Official Public Records at Document Nos. 2006051007, 2008022659, 2008040390, and 2009060889 (the “Cowan Springs Wastewater Page 102 of 169 Wastewater Service Agreement Page 2 Last updated: 10/5/2015 Infrastructure”); however, the Cowan Springs Wastewater Infrastructure may not be completed prior to the time that Owner requires wastewater collection service to be available for the Land or be sized to accommodate all of the wastewater that may be generated on the Land. WHEREAS, certain other wastewater service options exist to provide wastewater treatment and collection services to the Land prior to construction of the Northlands WWTP and the Cowan Springs Wastewater Infrastructure by utilizing treatment capacity in other City-owned wastewater treatment plants and constructing additional wastewater collection and/or treatment infrastructure. WHEREAS, the City desires flexibility in the means by which wastewater collection and treatment services are provided to the Land, including the right to utilize the Cowan Springs Wastewater Infrastructure and/or Additional Wastewater Option Improvements (defined herein) to provide wastewater collection services to the Land and/or the right to provide wastewater treatment services via the Northlands WWTP and/or via other wastewater treatment plants owned by the City. WHEREAS, Owner and the District desire that retail wastewater service be provided by the City to serve the Land. WHEREAS, the Parties desire to enter into an agreement to more particularly set forth the rights and obligations of the Parties with respect to the provision of wastewater service to the Land and construction and funding of infrastructure related thereto. WHEREAS, this Agreement is necessary to protect the health, safety, and general welfare of the community and to limit the harmful effects of substandard subdivisions; to facilitate Owner’s development of the Land; to satisfy the UDC requirements relating to development of the Land; and to protect the City from bearing any unnecessary expense of constructing or completing subdivision improvements. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the foregoing recitals and the mutual promises, covenants, and obligations of the Parties set forth in this Agreement, the Parties agree as follows. Page 103 of 169 Wastewater Service Agreement Page 3 Last updated: 10/5/2015 ARTICLE I DEFINITIONS Definitions. In addition to the terms defined elsewhere in this 1.01 Agreement or in the City's Code of Ordinances or UDC, the following terms and phrases used in this Agreement will have the meanings set out below: (a) Additional Wastewater Option Improvements: All off-site wastewater infrastructure improvements necessary and required to provide wastewater collection and treatment services to the Land prior to completion of, or in lieu of or in addition to, the Northlands WWTP and the Cowan Springs Wastewater Improvements (defined herein), but not including the Interceptor (defined herein), and not including temporary treatment methods described in Section 3.04 of this Agreement. (b) Agreement: This Wastewater Services Agreement. (c) Applicable Laws: All federal, state and local statues, regulations, guidelines, policies, specifications, ordinances, manuals, and any other requirements pertaining to the provision of wastewater service to the Land and the design, bidding, construction, maintenance, operation, repair and replacement of the wastewater improvements contemplated by this Agreement, including, without limitation, applicable provisions of the Texas Water Code, the rules and regulations of the Commission (defined herein), City Ordinances, the UDC, the City’s UDC Development Manual, the City’s Construction Specifications and Standards Manual, the City’s Drainage Criteria Manual, and the terms and conditions of the wastewater permits issued by the Commission to the City, all as the same may be amended from time to time. (d) City: The City of Georgetown, Texas, a home-rule city located in Williamson County, Texas, or its permitted delegates or assigns. (e) Commencement Date: Either Five o'clock p.m. (5:00 P.M.) central standard time on the date that is (i) five (5) years after the Effective Date, or (ii) Five o'clock p.m. (5:00 P.M.) central standard time on the date that is not more than eight (8) years after the Effective Date, provided that, before five o’clock p.m. (5:00 PM) central standard time on the date that is fifty-four (54) months after the Effective Date, Owner or District has provided written notice to the City stating that it desires to extend the Commencement Date as allowed by this Section 1.01(e) accompanied by a payment of ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000) (the “Extension Fee”). (f) Commission: The Texas Commission on Environmental Quality or its successor agency. Page 104 of 169 Wastewater Service Agreement Page 4 Last updated: 10/5/2015 (g) Completion Date: Five o'clock p.m. (5:00 PM) central standard time on the date that is thirty-six (36) months after the Commencement Date. (h) Connection: A connection to the On-Site Wastewater Facilities (defined herein) on the Land, the cumulative number of which shall not exceed the Connection Limit (defined herein). For the purposes of this Agreement, the physical sewer connection into the On-Site Wastewater Facilities that corresponds to the number of water service connections with a ¾” meter shall represent one (1) Connection. The number of Connections associated water service connections represented by water meters larger than ¾” in size shall be the same as the number of water “Service Units” calculated using Georgetown’s meter equivalency standards set forth in Section 13.32.050 of Georgetown’s Code of Ordinances, as said ordinance may be amended from time to time by Georgetown. (i) Connection Limit: The cumulative number of Connections on the Land, which shall not exceed one thousand six hundred (1,600). (j) Consent Agreement: The Consent Agreement among the City, the Owner, and the District pertaining to the creation of the District on the Land. (k) District: Northwest Williamson County Municipal Utility District No. 2. (l) Easements: The temporary construction and access easements, and the permanent utility and access easements, necessary for the construction, maintenance, operation, repair and replacement of the Interceptor (defined herein) and the Additional Wastewater Option Improvements. (m) Effective Date: The latest date that one or more counterparts to this Agreement, individually or together, bear the signatures of duly authorized representatives of both City and Owner. This Agreement shall be effective as to the District when signed by the District. (n) Engineer: The registered professional engineer licensed to practice in the State of Texas retained by the Owner or District to prepare the Interceptor Plans (defined herein) and the Easements (defined herein) as required by this Agreement. (o) Interceptor: The wastewater interceptor line identified in the City’s Wastewater Master Plan and Impact Fee Study as the “Cowan Creek Interceptor” and ranging in diameter from fifteen to eighteen inches (15” to 18") to be constructed by Owner from the endpoint of the of the existing portion of said interceptor line as it exists on the date of the City’s final approval of the Interceptor Plans (defined herein) generally along the southeastern boundary of the Land to the point that is near the intersection of Williams Drive and Ronald W. Reagan Blvd. in the approximate location shown on the Interceptor Plan Sketch attached hereto as Exhibit D. Precise alignment Page 105 of 169 Wastewater Service Agreement Page 5 Last updated: 10/5/2015 will be determined during detailed design and construction may be accomplished in phases as determined by Owner and District. (p) Land: Approximately 454 +/- acres of land located in the City’s ETJ, described by metes and bounds on Exhibit A and shown by sketch on Exhibit B. (q) Land Plan: The development plan for the Land attached hereto as Exhibit C. (r) Northlands WWTP: The wastewater treatment plant anticipated to be constructed by the City pursuant to Permit No. WQ0010489007, as said permit may be amended, renewed or reissued by the Commission. (s) On-Site Wastewater Facilities. All wastewater facilities internal to the Land that are necessary to provide wastewater collection services to the Land. (t) Owner: Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, or its permitted delegates and assigns. (u) Prior Agreement: Collectively, the “Settlement Agreement” dated May 12, 2009 and the “Utility Facilities Construction and Conveyance Agreement” dated May 13, 2009 by and between the City, Chisholm Trail Special Utility District, 3 B&J Wastewater Company, Inc., Bill Benton, Jane Ann Benton and Brandon Keith Benton, Owen/Wilco 160, L. P., and Parmer Ranch Partners, L. P. which contemplated that wastewater service would be provided to the Land and to other properties owned by the private parties to the Prior Agreement pursuant to a wastewater treatment plant permitted under Commission Permit No. 001491101. (v) Related Agreements: Collectively, this Agreement, the Consent Agreement, the Water Services Agreement; the Strategic Partnership Agreement; and the Partial Assignment of Receivables Agreement by and between the Parties relating to the Land. (w) Wastewater Impact Fee. The fee determined by the City Council of the City in accordance with Chapter 395, Texas Local Government Code, to recoup costs of capital improvements to the City’s wastewater utility system. ARTICLE II INTERCEPTOR DESIGN AND CONSTRUCTION General. The Parties agree that construction of the Interceptor is 2.01 necessary and required to provide wastewater collection services to the Land regardless of whether wastewater treatment services for the Land are provided by the Northlands WWTP, by the Additional Wastewater Option Improvements, and/or by any other wastewater treatment plants owned by the City, and regardless of construction of the Page 106 of 169 Wastewater Service Agreement Page 6 Last updated: 10/5/2015 Additional Wastewater Option Improvements or the Cowan Springs Wastewater Infrastructure. Design. At no cost to the City, Owner or District shall cause Engineer 2.02 to prepare design drawings, specifications, bid documents and design documents for the construction of the Interceptor in compliance with the Applicable Laws (collectively, the "Interceptor Plans"). The Interceptor shall be placed in the general location depicted on the attached Exhibit D with the final location of the Interceptor to be determined by the City in its reasonable discretion based on sound engineering principles. Upon completion of the preliminary Interceptor Plans, Engineer shall submit a set of the preliminary Interceptor Plans to the City for the City's review and approval. The City shall provide comments to Engineer on the preliminary Interceptor Plans within twenty (20) business days after receipt thereof. If the City disapproves any element of the preliminary Interceptor Plans, it shall so advise Engineer and the process shall be repeated until the Interceptor Plans are approved by the City. With regard to the Interceptor Plans, the City, Owner and the District agree: (1) Construction of the Interceptor shall not be phased; the Interceptor must be built in its entirety and all segments completed no later than the Completion Date; and (2) The Interceptor Plans must include a construction schedule demonstrating that construction of the Interceptor is to be commenced on or before the Commencement Date, and completed and accepted by the City for operation on or before the Completion Date; and (3) The elevation of the Interceptor discharge must match the elevation of the existing or the designed-but-not-yet-completed Cowan Springs Wastewater Infrastructure; and (4) Except as otherwise provided in Section 2.03(h) of this Agreement, all Easements required for construction of the Interceptor must be submitted to the City along with the Interceptor Plans. Easements. 2.03 (a) Owner or the District must obtain all Easements necessary for the entire length of the Interceptor, including those portions of the Interceptor to be placed outside the boundaries of the Land, all at no cost to the City. Owner or the District must also grant all Easements necessary for the Interceptor and the Additional Wastewater Option Improvements that are to be located on the Land at no cost to the City. Page 107 of 169 Wastewater Service Agreement Page 7 Last updated: 10/5/2015 (b) The location of the permanent Easement for the Interceptor shall be in the area generally shown on Exhibit D as finally approved by the City during the design phase. The location of the Easements for the Additional Wastewater Option Improvements shall be determined by the City in its reasonable discretion. (c) The width of all permanent Easements for the Interceptor and the Additional Wastewater Option Improvements shall be at least the widest of (i) fifteen feet (15’), or (ii) for any appropriate pipe segment, 1.5 times the depth of the deepest line that may, with the written approval of the City, be placed in the Easement. (d) All temporary construction and temporary and permanent access Easements shall be in widths and locations acceptable to the City in its reasonable discretion. (e) All Easements shall be in forms substantially similar to the forms of easements attached hereto as Exhibit E and approved by the City Attorney. (f) Except as otherwise provided in Section 2.03(h) of this Agreement, all final recorded Easements shall be conveyed to the City not later than the time of submittal of the Completion Notice (defined herein). (g) If Owner and the District are unable to obtain the Easements after using good faith efforts to do so, the City shall acquire the Easements, using its power of eminent domain if necessary, at Owner’s and District’s sole cost and expense and subject to the conditions set forth herein. Within sixty (60) days of receipt of the written request from Owner or District requesting that the City acquire the Easements and documenting their good faith efforts to secure the Easements (including but not limited to offers, counteroffers, positions of the parties, valuation documentation, etc.), City shall provide a preliminary written estimate to the Owner and District of projected costs and expenses related to acquisition of the Easements. Owner or District shall provide payment in the full amount of the written estimate to the City within thirty (30) days after receipt of the written estimate. Owner or District shall pay all costs and expenses incurred by the City relating to the acquisition of the Easements, including, without limitation, costs of negotiating easements with landowners, preparation of easement instruments and surveys, payment of a negotiated sum for purchase of an casement, and purchase or condemnation costs incurred by the City, including any litigation related thereto (including legal fees, witness fees and costs, and court costs). In the event that the actual costs of easement acquisition exceed the original estimate, Owner or District shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from the City. In the event that the actual costs of easement acquisition are less than the sums paid by Owner or District to the City, the City shall promptly refund the excess amount to Owner or District, as appropriate, within fifteen (15) days of receipt of a written request for payment by either of them. Page 108 of 169 Wastewater Service Agreement Page 8 Last updated: 10/5/2015 . (h) The Parties agree that the City may construct the Interceptor and/or the Additional Wastewater Option Improvements (or any portions of those improvements) prior to the deadlines set forth in this Agreement. If the City so elects, the City agrees to provide written Notice to Owner and District of the date on which construction is scheduled to begin, together with a brief description of the facilities (or portions thereof) to be constructed and the Easements necessary for the project (the “City Notice Letter”). Within ninety (90) days after the date of the City Notice Letter, Owner and Developer agree that they shall convey to the City, at no cost to the City the following documents: (1) the surveys and final form of all Easements described in the City Notice Letter that are situated on the Land, and (2) the surveys and final form of all Easements described in the City Notice Letter that are not situated on the Land, if such documents are in Owner’s or District’s possession or control. Bidding and Contract Award. The contract for construction of the 2.04 Interceptor shall be publically advertised for bid and awarded in accordance with all Applicable Laws and public purchasing requirements applicable to the District. Insurance and Bonds. Prior to and as a condition of Owner's or the 2.05 District's issuance of notice to proceed with construction of the Interceptor, Owner or the District shall post, or cause the contractor to post, performance and payment bonds in the full amounts of the cumulative contract prices of the Interceptor, and to secure the required insurance, all in accordance with the insurance and bond requirements set forth in Exhibit F to this Agreement. Notice of Commencement of Construction; Inspections. Following 2.06 City approval of the Interceptor Plans, prior to the commencement of construction, and on or before the Commencement Date, Owner shall give written notice to the City’s General Manager of Utilities sufficient to allow the City to assign an inspector and conduct a preconstruction conference. The City shall have the right to periodically inspect the construction of the Interceptor and, upon receipt of a request for final inspection, perform the final inspection of the Interceptor for maintenance and operation. The City will provide such inspection services for the standard fees charged by the City for inspections outside the City limits. The District engineer can observe City inspections for the purpose of gathering the information required to complete and submit all Commission-required reports. The City will retain copies of all inspection reports for the City’s applicable records retention period, and provide them to the District upon request. Construction. 2.07 (a) As a condition precedent to the City’s obligation to provide wastewater collection or treatment services to the Land, and at no cost to the City, Owner or District Page 109 of 169 Wastewater Service Agreement Page 9 Last updated: 10/5/2015 shall construct the Interceptor in accordance with this Agreement, the Applicable Laws, and with the final, City-approved Interceptor Plans. (b) Owner or District shall issue the notice to proceed for construction of the Interceptor on or before the Commencement Date. (c) Owner and District shall cause construction of the Interceptor to be completed and accepted by the City for operation and maintenance on or before the Completion Date. (d) Owner and District shall be responsible for all material testing costs associated with construction and as required by the City. (e) Owner and District shall be in material breach of this Agreement and of the Related Agreements if either (i) actual construction of the Interceptor is not commenced on or before the Commencement Date, or (ii) the Interceptor is not completed and accepted by the City for operation and maintenance on or before the Completion Date. Construction Traffic. Construction traffic must be routed through the 2.08 Land and not on or through roads in adjacent neighborhoods or private roads. Without limiting the generality of the foregoing, construction traffic is specifically prohibited on Private Road 902. Stop Work Orders. The City shall have the right to inspect, from time 2.09 to time, the construction of the Interceptor. If the City determines that the Interceptor is not being constructed in compliance with the Applicable Laws and the Owner, the District, or the contractor or other agent of the Owner or District, fails to correct the non-compliance within a reasonable period of time after notice thereof, the City shall have the right to enforce compliance and to stop new work on the Interceptor by the issuance of a “stop-work order” until the non-compliance is corrected to the reasonable satisfaction of the City. Nothing in this Section 2.09 shall create any liability of the City to determine whether the Interceptor is constructed in accordance with the Applicable Laws. Stop work orders issued by City staff may be appealed to the City’s Manager of Utilities by the Owner or the District. Completion Notice. Upon substantial completion of the Interceptor, 2.10 Owner or the District shall deliver to the City written notice that construction of the Interceptor has been completed and is ready for final inspection (the "Completion Notice"). The completion notice must include the following items: (a) The final recorded Easements required by Section 2.03 of this Agreement; and (b) The Maintenance Bond required by Section 2.12 of this Agreement; and Page 110 of 169 Wastewater Service Agreement Page 10 Last updated: 10/5/2015 (c) The as-built plans required by Section 2.13 of this Agreement; and (d) Certification that there are no liens or other encumbrances on the Interceptor or the Easements, including copies of lien releases. Final Inspection; City Acceptance. Within fourteen (14) business days 2.11 after the City's receipt of the Completion Notice, the City shall respond by either submitting a list of items still requiring completion or modification, or by accepting the Interceptor and issuing a Letter of Acceptance. Final acceptance of the Interceptor shall not be valid unless and until all items required by Section 2.10 of this Agreement are in place. The City's failure or delay of issuance of a Letter of Acceptance shall not constitute acceptance of the Interceptor. Maintenance Period and Maintenance Bond. Owner and the District 2.12 hereby warrant that the Interceptor shall be free from defects for a period of two (2) years from the date the City accepts the Interceptor for ownership, operation and maintenance (the "Maintenance Period"). Owner or the District shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of the Interceptor that occurs before and during the Maintenance Period due to any cause, other than those arising solely out of the gross negligence or willful misconduct of the City. To secure the warranty obligations during the Maintenance Period, Owner or District shall provide a maintenance bond in the amount of twenty five percent (25%) of the total cost of constructing all of the Interceptor (the "Maintenance Bond"). The Maintenance Bond must be in a form approved for use in the City's Development Manual. The Interceptor must meet the requirements of the Applicable Laws and the final, City-approved plans at the end of the Maintenance Period in order for the City to release the Maintenance Bond. Upon release of the Maintenance Bond, Owner and District shall have no further obligations or responsibility for the Interceptor. As Built Plans. After construction of the Interceptor, Owner or District 2.13 shall submit a set of construction plans certified as "as-built" by Engineer. The as-built plans shall be in the format requested by the City. Transfer of Warranties. Within fifteen (15) calendar days after the date 2.14 the Letter of Acceptance is issued by the City, Owner or District shall transfer to the City all contractor, subcontractor, consultant, and manufacturer warranties for the Interceptor and all components thereof. Ownership and Operation of the Interceptor. Upon completion of the 2.15 Interceptor (or any appropriate phase thereof), the Owner or District will convey the Interceptor (or any appropriate phase thereof) to the City for ownership and operation, subject the Owner's right to reimbursement from the District for the cost of, and capacity in, the Interceptor in accordance with the rules of the Commission. Owner and Page 111 of 169 Wastewater Service Agreement Page 11 Last updated: 10/5/2015 District acknowledge that, upon acceptance of the Interceptor by the City, the City will utilize the Interceptor, including capacity for the District to the extent of, and as conditioned by, this Agreement, as part of the City's overall wastewater utility system; however, such service will not be provided in a manner that impairs the City's ability to provide wastewater collection service to the Land in accordance with the terms of this Agreement. Construction of the Interceptor by the City. If either (i) construction 2.16 of the Interceptor (or any appropriate phase thereof) is not commenced on or before the Commencement Date; or (ii) construction of the Interceptor (or any appropriate phase thereof) is not completed on or before the Completion Date, then the City may, but shall not be required to, construct or finish construction of all or a portion of the Interceptor, as the case may be and as the City may determine in its sole discretion, after providing written Notice of its intent to do so to the Owner and the District. The right of the City to construct the Interceptor (or any appropriate phase thereof) does not terminate, restrict or limit the rights and remedies of the City. Effect of Failure to Perform. Owner or District’s failure to perform 2.17 any of their obligations with respect to the Interceptor as required by Article II of this Agreement is a material breach of this Agreement. ARTICLE III ADDITIONAL WASTEWATER SERVICE OPTION IMPROVEMENTS Total Additional Wastewater Service Option Fee. The City, Owner 3.01 and District agree that the cost of designing and constructing the Additional Wastewater Service Option Improvements is currently estimated at ONE MILLION SEVEN HUNDRED THOUSAND U.S. DOLLARS ($1,700,000.00) (the “Total Additional Wastewater Option Fee”). The Parties further agree that this sum does not include the Temporary Treatment Costs referred to in Section 3.04 of this Agreement, the Wastewater Impact Fees referred to in Section 4.01 of this Agreement, or the other fees referred to in Section 4.03 of this Agreement, and that the costs and fees referred to in Sections 3.04, 4.01 and 4.03 of this Agreement are in addition to the Total Additional Wastewater Option Fee amount. The Total Additional Wastewater Option Fee shall be reduced to ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000) if the Extension Fee (defined herein) is timely delivered to the City with Owner’s written notice pertaining to extension of the Commencement Date as allowed by Section 1.01(e) of this Agreement. Per-Connection Additional Wastewater Option Fee. Owner and 3.02 District hereby agree to pay the Total Wastewater Option Fee in accordance with the following terms and schedule: a fee of TWO THOUSAND ONE HUNDRED TWENTY Page 112 of 169 Wastewater Service Agreement Page 12 Last updated: 10/5/2015 FIVE U.S. DOLLARS ($2,125.00) (the “Per-Connection Additional Wastewater Option Fee”) for each Connection authorized on a City-approved final plat for the Land or any applicable portion of the Land, to be paid by the City or the District to the City at the time the City approves the final plat for the Land, or any applicable portion of the Land, and continuing in the same manner until the Total Additional Wastewater Option Fee has been paid in full. The Total Additional Wastewater Option Fee may be pre-paid to the City on a schedule earlier than on a per-Connection basis, but must be paid in full not later than the date that the City approves a final plat containing the 800th Connection on the Land. After the Total Wastewater Option Fee has been paid in full, each Connection will not be charged the Per-Connection Wastewater Option Fee, but will remain subject to all other applicable fees. The Total Additional Wastewater Option Fee (and each Per-Connection Additional Wastewater Option Fee) is nonrefundable and Owner and District hereby expressly agree that upon payment of same to the City, neither of them shall have any further rights to the Total Additional Wastewater Option Fee or to any Per-Connection Additional Wastewater Option Fee or to the proceeds thereof. The Per-Connection Additional Wastewater Option Fee shall be reduced to TWO THOUSAND U.S. DOLLARS ($2,000) if the Extension Fee (defined herein) is timely delivered to the City with Owner’s written notice pertaining to extension of the Commencement Date as allowed by Section 1.01(e) of this Agreement. Fiscal Security. On or before the date that a preliminary plat is 3.03 approved by the City’s Planning & Zoning Commission (or other entity having final approval authority over preliminary plats) for all or any part of the Land, the Owner or District shall provide fiscal security for payment of the Total Additional Wastewater Option Fee in the form of a performance bond or letter of credit in the amount of the Total Additional Wastewater Option Fee (the “Fiscal Security”). The Fiscal Security shall be issued by a surety or financial institution having a rating equivalent to the minimum acceptable rating established under the City’s financial institution rating system in effect on the date the Fiscal Security is due under this Agreement, and shall be renewable on an annual basis. The Parties agree that if the City determines in its sole discretion, that construction of any of the Additional Wastewater Option Improvements is needed to service the Land prior to the payment in full of the Total Additional Wastewater Option Fees, the City will construct the Additional Wastewater Option Improvements that are needed and, to do so, may draw on the Fiscal Security to the extent necessary to pay the costs to construct the needed Additional Wastewater Option Improvements, but only (a) after the date that is five (5) years after the Effective Date; and (b) to the extent such funds are not available from (i) previously-paid Per- Connection Additional Wastewater Option Fees or (ii) funds immediately available from other participants in the Additional Wastewater Option Improvements that are needed. To that end, the Fiscal Security must expressly authorize the City to draw on Page 113 of 169 Wastewater Service Agreement Page 13 Last updated: 10/5/2015 the Fiscal Security on sight not later than thirty (30) days after the delivery of written notice from the City to the obligor stating that the City intends to commence work on the Additional Wastewater Option Improvements. Not more frequently than twice each calendar year, the principal amount of the Fiscal Security may be reduced by the total amount of Per-Connection Wastewater Option Fees collected by the City. The Fiscal Security shall remain in place until such time as the amount of the Total Additional Wastewater Option Fee is paid in full. Temporary Treatment Costs. If the City determines that wastewater 3.04 service for the Land is not available from the Northlands WWTP at the time that Owner or District file an application for a preliminary plat for all or a portion of the Land, the City shall provide Owner and District with a preliminary cost estimate for constructing and operating temporary wastewater treatment services (including, without limitation, the option to pump and haul and/or construct and operate a package plant to serve the Land) (the “Temporary Treatment Costs”) that the City, in its reasonable discretion, deems suitable for the circumstances. Prior to and as a condition of approval of a preliminary plat for all or any portion of the Land, Owner or District shall provide payment in full of the amount of the written estimate for the Temporary Treatment Costs. No final plat pertaining to the Land shall be considered to be approved by the City or recorded in the Official Records of Williamson County, and no wastewater collection or treatment service to the Land shall be provided, unless and until the Temporary Treatment Costs, if applicable, have been paid to the City. It is the intent of the parties that the Temporary Treatment Costs shall include, and Owner or District shall pay, all costs and expenses incurred by the City relating to the provision of temporary wastewater treatment services, including, without limitation, the costs of design and/or design review, equipment rental or purchase or construction, transportation, procurement costs, permitting and other Commission or governmental entity approvals. In the event that the actual Temporary Treatment Costs exceed the original estimate, Owner or District shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from the City. In the event that the actual Temporary Treatment Costs are less than the sums paid by Owner or District to the City under this Section, the City shall refund the excess amount to Owner or District, as applicable, following permanent connection of the Interceptor to the Northlands WWTP. Effect of Nonpayment or Failure to Post or Maintain Fiscal Security. 3.05 Failure to pay the Total Additional Wastewater Option Fee, the Per Connection Additional Wastewater Option Fee, or the Temporary Treatment Costs, or failure to post and maintain the Fiscal Security as and when required by this Article III is a material breach of this Agreement. Page 114 of 169 Wastewater Service Agreement Page 14 Last updated: 10/5/2015 ARTICLE IV WASTEWATER IMPACT FEES AND OTHER FEES Wastewater Impact Fees. Owner and District agree that the 4.01 Wastewater Impact Fee shall be assessed and collected for each Connection authorized on a final plat at the time that every final plat for all or any applicable portion of the Land is approved by the City, and agree that payment of the Wastewater Impact Fees shall be a condition of final plat approval. Owner and District further agree that the amount of the Wastewater Impact Fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion of the Land being platted. All Wastewater Impact Fees will be retained by the City. Capacity. Upon payment of the Wastewater Impact Fee, the City 4.02 agrees to guarantee capacity in the City's wastewater utility system in an amount equal to the number of Connections for which Wastewater Impact Fees have been paid. Nothing in this Agreement shall be construed as reserving capacity for the Owner or District in the Interceptor, the Additional Wastewater Option Improvements, any existing City wastewater collection or treatment facilities, or any future City wastewater collection or treatment facilities constructed by third parties prior to the payment of Wastewater Impact Fees as provided in this Agreement. Notwithstanding the foregoing, it is understood that Owner or District, as appropriate, shall retain a capacity interest in the Interceptor, the On-Site Wastewater Improvements, and the Additional Wastewater Option Improvements constructed or financed by Owner and conveyed to or otherwise transferred to the City in an amount sufficient to provide service to the Land. Any conveyance or transfer of such improvements to the City shall not affect Owner’s right to seek reimbursement from the District for the costs thereof if constructed or financed by Owner, or the District's right to effect such reimbursement. Other Fees. Owner and District shall be obligated to pay the City's 4.03 usual and customary fees applicable to other connections and development located outside the corporate boundaries of the City (e.g., utility connection fees, tap fees, application fees, permit fees, engineering and inspection fees, and any other fees or charges related in any way to development of the Land). Effect of Nonpayment. Owner’s or District’s failure to pay the 4.04 Wastewater Impact Fee and the fees described in Section 4.03 as and when required by this Article IV is a material breach of this Agreement. Page 115 of 169 Wastewater Service Agreement Page 15 Last updated: 10/5/2015 ARTICLE V ON-SITE WASTEWATER FACILITIES Construction of On-Site Wastewater Facilities. Owner or the District 5.01 shall construct all On-Site Wastewater Facilities that are necessary to serve the Land, including all wastewater system piping, valves, and pumps, within designated permanent, exclusive easements or rights-of-way up to the retail customer’s property line. These On-Site Wastewater Facilities shall be designed and constructed in accordance with the Applicable Laws and pursuant to plans and specifications approved by the City. The City will inspect the On-Site Wastewater Facilities for compliance with the approved plans and specifications, and will also conduct inspections as required by the City. The City will provide the inspections contemplated by this Section 5.01 for the inspection fees charged by the City for such inspections outside the City limits, which fees will be collected from the contractor or customer requesting the inspection. The City will retain copies of all inspection reports, and provide them to the Owner and the District upon request. Failure to design or construct or take any other actions with respect to the On-Site Wastewater Facilities as required by this Agreement is a material breach of this Agreement. Ownership and Operation of On-Site Wastewater Facilities. The City 5.02 agrees to accept the On-Site Wastewater Facilities for operation, upon completion of construction and the assignment of the applicable two-year maintenance bond from the construction contractor to the City. Within ninety (90) days of its completion or acquisition of any On-Site Wastewater Facilities, the Owner or District will convey them to the City. ARTICLE VI CONDITIONS PRECEDENT TO PROVISION OF RETAIL WASTEWATER SERVICE Conditions Precedent to Provision of Retail Wastewater Service. The 6.01 City shall have no obligation to provide wastewater collection or treatment services to the Land unless and until Owner or District have fully performed all of the following conditions precedent: (a) The Interceptor and the Onsite Wastewater Improvements have been designed and constructed as required by this Agreement and accepted by the City for operation and maintenance bonds and warranties have been provided as required; and (b) The Fiscal Security in the form and amount required by this Agreement is posted and being maintained as required by this Agreement; and Page 116 of 169 Wastewater Service Agreement Page 16 Last updated: 10/5/2015 1 (c) Owner and District are not in default of any provision of the Related Agreements; and (d) As to each Connection for which wastewater service is requested, the Per- Connection Additional Wastewater Option Fee, Wastewater Impact Fee, and fees required under Section 4.03 of this Agreement have been paid; and (e) A final plat conforming to the requirements of the Consent Agreement has been recorded in the Official Records of Williamson County; and (f) If applicable, the sums due under Section 3.04 of this Agreement pertaining to Temporary Treatment Costs have been paid. Retail Wastewater Service. Provided that the conditions precedent 6.02 listed in Section 6.01 of this Agreement have all been fully performed, City will provide wastewater service to customers within the Land on a retail basis in the same manner, on the same terms and conditions, and at the same rates and charges as the City provides such services to other retail customers located outside the corporate limits of the City under the terms and conditions of this Agreement. Owner and District agree that the City will be the exclusive provider of wastewater services to the Land. ARTICLE VII AUTHORITY, TERM, DELEGATION, ASSIGNMENT AND REMEDIES Authority. This Agreement is entered into, in part, under the statutory 7.01 authority of Section 402.014 of the Texas Local Government Code. Term. The term of this Agreement will commence on the Effective 7.02 Date and continue for fifteen (15) years thereafter, unless terminated on an earlier date under other provisions of this Agreement or by written agreement of the signatories. Delegation and Assignment. 7.03 (a) Delegation of Performance Obligation. Subject to the additional terms and conditions set forth in Section 7.04 of this Agreement, no Party may delegate any of its obligations to perform under this Agreement, except upon delivery to the non- delegating parties, at least twenty (20) business days before the delegation, of a written agreement executed by authorized representatives of the delegating party and the delegate stating the specific performance obligations delegated and containing the delegate’s express consent to perform the delegated obligations as set forth in this Agreement with regard to the obligations delegated. (b) Assignment of Rights to Performance. No Party may assign its rights to performance by another Party under this Agreement (including but not limited to its rights to any claim for damages arising out of or related to the non-assigning party’s Page 117 of 169 Wastewater Service Agreement Page 17 Last updated: 10/5/2015 breach of this Agreement), voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner except, upon delivery to the non-assigning parties at least twenty (20) business days before the assignment of a written agreement stating the specific rights to performance assigned executed by the assigning party and the assignee together with all supporting documentation relating to the assignment. Subject to the terms and conditions of Section 7.04 of this Agreement, Owner may assign its rights to performance under this Agreement only to: (1) a Lender to the extent necessary to obtain financing for development of the Land and only if Lender’s rights are wholly subordinate to the City’s rights under this Agreement and the Related Agreements, or (2) a successor owner to Owner of all or any part of the Land who is also an assignee of the Related Agreements; or (3) to the District. Assignment by Owner to any other persons or entities is not permitted. Any allowed assignment shall be subject to the terms of this Agreement. Effect of Delegation or Assignment. 7.04 (a) Delegation of obligations as allowed by this Agreement shall not operate to release or discharge the delegating party of the delegated obligations, and the delegating party guarantees performance of the delegated obligations. (b) Assignment of rights to performance as allowed by this Agreement shall extinguish the assigning party’s right to receive performance of the assigned rights, except to the extent that the assigning party retains a lien on the Land or any part thereof accompanying the assignment. Effect of Delegation or Assignment in Violation of this Section. Any 7.05 purported assignments or delegations in violation of Section 7.03(a) or (b) are void. Other Limitations on Delegation and Assignment. Notwithstanding 7.06 anything to the contrary in this Agreement, Owner shall not have the right to assign rights in or delegate performance of obligations under this Agreement until after the District becomes a Party and after this Agreement is recorded in the Official Records of Williamson County, and any purported assignments or delegations in violation of these two conditions are void and shall have no force or effect. Further, neither Owner nor District may delegate obligations regarding construction of the Interceptor after the Commencement Date, and any such purported delegations are void. Default and Rights and Remedies for Default. 7.07 Page 118 of 169 Wastewater Service Agreement Page 18 Last updated: 10/5/2015 (a) Notification of Default. Any material breach of this Agreement shall be a default of this Agreement. If any Party commits a default of this Agreement, the non- defaulting Party shall give Notice to the defaulting Party that describes the default in reasonable detail. (b) Cure of Default. For any default that can be cured by the payment of money or the posting of the Fiscal Security (each a “Monetary Default”), he defaulting Party shall be allowed thirty (30) days after the date of the Notice to cure the Monetary Default (the “Monetary Default Cure Period”). . For any default that is not a Monetary Default (a “Non-Monetary Default”), the defaulting Party must commence the cure of any Non-Monetary Default specified in the Notice within thirty (30) days after the date of the Notice, and thereafter diligently pursue such cure to completion but in no event longer than ninety (90) days after the date of the Notice (the “Non-Monetary Default Cure Period”). (c) City’s Remedies During Owner’s or District’s Cure Periods. No Bonds shall be issued by District and the City shall have all rights to enjoin the issuance of Bonds during the applicable Cure Period for an Owner or District default. In addition, the City shall be relieved of all of its obligations under this Agreement and all Related Agreements, including, without limitation, obligations to process or approve applications, permits, plats, utility connections, utility taps, or any other development or utility-related applications pertaining to the Land, during the applicable Cure Period for an Owner or District default. If Owner’s or District’s default is fully cured within the applicable Cure Period, the actions authorized by this Section are the City’s exclusive remedies for delay. If the Owner’s or District’s default remains uncured after the applicable Cure Period, the City is entitled to all rights and remedies available to it by law or in equity or by statute or otherwise. Rights and Remedies for Default. 7.08 (a) If the defaulting Party does not cure the default within the applicable Cure Period, and if the non-defaulting Party has not waived the default in writing, then after the expiration of the applicable Cure Period, the non-defaulting Party may, in its sole discretion, and without prejudice to any other right or remedy allowed under this Agreement, seek any other relief available at law or in equity, all of which are cumulative and are in addition to any other right or remedy given under this Agreement or a Related Agreement which may now or subsequently exist in law or in equity by statute or otherwise, and the exercise of any one remedy does not preclude the exercise of another. (b) Damages, if any, to which any non-defaulting Party may be entitled shall be limited to actual damages and shall not include special, incidental, or consequential damages. Page 119 of 169 Wastewater Service Agreement Page 19 Last updated: 10/5/2015 (c) To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this Agreement constitutes the election of an inconsistent right or remedy, that election does not constitute a waiver of any right or remedy, or limit or prevent the subsequent enforcement of any provision of this Agreement. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy. City’s Right to Terminate. After the expiration of the applicable Cure 7.09 Period, without regard to Owner’s or District’s partial performance, if any, the City is entitled to terminate this Agreement upon written notice to Owner and District, with the effect set forth in this Section 7.09, if Owner or District has failed to cure a default under this Agreement or a Related Agreement within the applicable Cure Period, and the City has not waived the default in writing, or Owner or District has failed to satisfy a condition precedent and the City has not waived performance of the condition precedent in writing. Termination of this Agreement pursuant to this Section does not terminate, limit or restrict the rights and remedies of the City and is without prejudice to the City’s claim for damages. IN ADDITION TO THE CITY’S RIGHT UNDER COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAULT, OWNER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY’S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION OF THE AGREEMENT AND ENFORCEMENT OF THIS SECTION. ARTICLE VIII INDEMNITY AND RELEASE Indemnity. BY OWNER’S SIGNATURE BELOW, THE OWNER 8.01 PARTIES (AS THAT TERM IS DEFINED BELOW) EACH AGREE TO WAIVE ALL CLAIMS, FULLY RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, AND ALL OF ITS CURRENT, FUTURE AND FORMER OFFICIALS, OFFICERS, AGENTS, CONSULTANTS, EMPLOYEES, AND ATTORNEYS, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES (COLLECTIVELY, THE “CITY PARTIES”) FROM ANY AND ALL LIABILITY, CLAIMS, LAWSUITS, DEMANDS OR CAUSES OF ACTION, INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE PRIOR AGREEMENT OR THE CITY’S EXECUTION OF THIS AGREEMENT. THE OWNER Page 120 of 169 Wastewater Service Agreement Page 20 Last updated: 10/5/2015 PARTIES AGREE THAT THEY EACH WILL, AT THEIR SOLE COST AND AT THEIR SOLE EXPENSE, DEFEND AND PROTECT THE CITY PARTIES FROM ANY AND ALL SUCH CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF ANY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS’ FEES ARISING OUT OF OR IN CONNECTION WITH THE PRIOR AGREEMENT OR THE CITY’S EXECUTION OF THIS AGREEMENT. THE TERM “OWNER PARTIES” SHALL MEAN AND INCLUDE OWNER AND ALL OF ITS CURRENT, FUTURE AND FORMER OFFICERS, MEMBERS, DIRECTORS, PARTNERS, AGENTS, ENGINEERS, CONSULTANTS, EMPLOYEES OR ATTORNEYS (COLLECTIVELY, THE “OWNER PARTIES”). NOTHING IN THIS PROVISION SHALL WAIVE THE CITY’S DEFENSES OR IMMUNITIES UNDER SECTION 101.001 ET. SEQ. OF THE TEXAS CITY PRACTICE & REMEDIES CODE OR ANY OTHER APPLICABLE STATUTORY OR COMMON LAW. In addition to the foregoing Indemnity, in further consideration for the 8.02 City’s agreement to provide wastewater service to the Land in accordance with the terms of this Agreement and other promises herein, the receipt and sufficiency of which is hereby acknowledged, Owner agrees to fully and completely release and forever discharge the City Parties from any and all possible claims, demands, actions, causes of action, costs, expenses, obligations, liabilities, suits, and damages of every kind and character whatsoever, now existing or that may arise hereafter, whether known or unknown, at law or equity, however, whenever, and by whomever caused, whether solely, jointly, or otherwise, resulting from any and all causes of action directly or indirectly arising out of, or attributable to the Prior Agreement or the City’s execution of this Agreement. ARTICLE IX MISCELLANEOUS PROVISIONS Agreement Runs with the Land. The terms of this Agreement will run 9.01 with the Land, and will be binding upon the Owner and its permitted assigns and shall survive judicial or non-judicial foreclosure. This Agreement is not intended to be binding upon, or create any encumbrance to title as to, any ultimate consumer or end - buyer who purchases a fully developed and improved platted lot within the Land. Cooperation. 9.02 (a) The City, Owner and the District each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder or enable the fulfillment of their respective obligations hereunder, provided in either case the terms of this Agreement are not modified or amended thereby. Page 121 of 169 Wastewater Service Agreement Page 21 Last updated: 10/5/2015 (b) In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the City, Owner and the District agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. (c) Owner hereby agrees to reimburse the City for all fees, costs and expenses incurred by the City in connection with this Agreement as provided in the Consent Agreement. Notice. Any notice given under this Agreement must be in writing 9.03 and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement . Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective only when received. For purposes of notice, the addresses of the Parties will, until changed as provided below, be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney Owner: Parmer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen With a copy to: Owen Holdings Inc. 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President Page 122 of 169 Wastewater Service Agreement Page 22 Last updated: 10/5/2015 District: Ronald J. Freeman Freeman & Corbett 8500 Bluffstone Cove, Ste. B-104 Austin, TX 78759 The Parties may change their respective addresses to any other address within the United States of America by giving at least five (5) days' written notice to the other Parties. Owner and the District may, by giving at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. Severability; Amendment; Waiver. 9.04 (a) If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that the Parties have a thirty (30) day period to negotiate a provision be added to this Agreement by mutual agreement of the Parties which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. If no agreement can be reached to modify the illegal, invalid, or unenforceable provision, and the provision is an essential element of this Agreement, this Agreement shall be null and void. (b) The Parties may not amend this Agreement, except in a written agreement executed by duly authorized representatives of the Parties. (c) The Parties may not waive any provision in this Agreement, except pursuant to a writing executed by the Party or Parties against whom the waiver is sought to be enforced. A wavier made in writing on one occasion is effective only in that instance and only for the purpose it is given and is not to be construed as a waiver on any future occasion or against any other Party. Applicable Law and Venue. The interpretation, performance, 9.05 enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. Entire Agreement. This Agreement and the Exhibits attached hereto, 9.06 the Related Agreements and the Exhibits attached thereto, contain the entire agreement of the Parties. There are no other agreements or promises, oral or written, between the Parties regarding the subject matter of this Agreement. Exhibits, Headings, Construction and Counterparts. All schedules 9.07 and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in Page 123 of 169 Wastewater Service Agreement Page 23 Last updated: 10/5/2015 this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice- versa. Where the phrase “Owner or District” is used, performance by either of them is acceptable and performance by one of them is required. The Parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will together constitute the same instrument. Time. Time is of the essence of this Agreement. In computing the 9.08 number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday . Authority for Execution. The City certifies, represents, and warrants 9.09 that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Owner certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of Owner. District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, regulations and orders governing or pertaining to the District. Exhibits. The following exhibits are attached to this Agreement, and 9.10 made a part hereof for all purposes: Exhibit A – Metes and Bounds Description of Land Exhibit B – Sketch of Land Exhibit C – Land Plan Exhibit D – Interceptor Location and Description Map Exhibit E – Form of Easements Exhibit F – Insurance and Bond Requirements Recordation. This Agreement shall be recorded in the records of 9.11 Williamson County at Owner’s expense. Owner shall obtain and record subordination agreements for any lender liens on the Land or other interests in the Land, and on the City’s interests under this Agreement and the Related Agreements, and the City’s Page 124 of 169 Wastewater Service Agreement Page 24 Last updated: 10/5/2015 interests in the improvements to be constructed hereunder and transferred to the City, that are prior to the time of recordation of this Agreement. [Signature pages follow.] Page 125 of 169 Last updated: 10/5/2015 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY: CITY OF GEORGETOWN, TEXAS By: ____________________________________ Dale Ross, Mayor Date: ____________________________________ ATTEST: ________________________________ Jessica Brettle, City Secretary APPROVED AS TO FORM: ________________________________ Bridget Chapman, City Attorney Page 126 of 169 Last updated: 10/5/2015 STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the ____ day of ____________________, 2015, by Dale Ross, Mayor of the City of Georgetown, Texas, a home-rule city, on behalf of the City. ________________________________ Notary Public Signature Printed Name: My Commission Expires: Page 127 of 169 Last updated: 10/5/2015 OWNER: Parmer Ranch Partners, L.P., a Texas limited partnership By: Owen Holdings Inc., a Texas corporation, its general partner By: Joe R. Owen, President Date: STATE OF TEXAS § § COUNTY OF ___________ § This instrument was acknowledged before me the ____ day of ____________________, 2015, by Joe R. Owen, in his capacity as president of Owen Holdings, Inc., a Texas corporation, the general partner of Parmer Ranch Partners, L.P., a Texas limited partnership, on behalf of Parmer Ranch Partners, L.P. Page 128 of 169 Last updated: 10/5/2015 ________________________________ Notary Public Signature Printed Name: My Commission Expires: Page 129 of 169 Last updated: 10/5/2015 DISTRICT: NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 By: ____________________________________ Name: ____________________________________ Title: ____________________________________ Date: ____________________________________ ATTEST: ________________________________ Name: __________________________ Title: ___________________________ STATE OF TEXAS § § COUNTY OF WILLIAMSON § Page 130 of 169 Last updated: 10/5/2015 This instrument was acknowledged before me the ____ day of ____________________, 201_, by ________________________, President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. ________________________________ Notary Public Signature Printed Name: My Commission Expires: Page 131 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Consideration and possible recommendation of a Utility Relocation and Joint Use Agreement between Williamson County and the City of Georgetown for the relocation of a waterline on County Road 258. – Wesley Wright, P.E., Director of Engineering/Michael Hallmark, CIP Manager. ITEM SUMMARY: Williamson County is undertaking an expansion of CR 258 which will result in a conflict with an existing Western District water line. The majority of the water line is currently located within an exclusive easement. However, portions of the line are within current County right-of-way and would likely have to be relocated at the city's expense. Additionally, the water line has experienced numerous breaks and has effectively exhausted its useful life. In exchange for releasing our water line easement rights, the County will grant an assignment within the right-of-way, as well as reconstruct and upsize the water line along the entire length of the project at no cost to the city. Under the terms of the proposed agreement, the County will be responsible and liable for all design and construction costs. The city will review and approve design as well as inspect construction. Regarding the agreement attachments, final documents will be included with the executed originals. Attachment A, plans and specifications, are currently 90%, and a cover sheet and cost estimate are attached. Attachment B is currently being finalized, but the County expects to bid the project in late 2015 or early 2016. Attachment C is not included in the agenda packet due to size, but includes title commitments confirming City of Georgetown easement ownership. STAFF RECOMMENDATION: Staff recommends approval of the Utility Relocation and Joint Use Agreement with Williamson County. COMMENTS: Due to size of additional documents, the plans, specifications and cost estimates will be available for review at the meeting. FINANCIAL IMPACT: There is no direct cost to the city and these terms will ensure the city has no relocation costs associated with the County's road project. Williamson County will fund 100% of the utility design and relocation cost. SUBMITTED BY: Wesley Wright, P.E., Director of Engineering/Michael Hallmark, CIP Manager. Page 132 of 169 ATTACHMENTS: Description Type Utility Relocation and Joint Use Agreemnet Backup Material CR 258 Water Line Cost Estimate Backup Material CR 258 Water Line Cover Sheet Backup Material Page 133 of 169 Page 134 of 169 Page 135 of 169 Page 136 of 169 Page 137 of 169 Page 138 of 169 Page 139 of 169 Page 140 of 169 Page 141 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Consideration and possible recommendation to approve the contract for the Edwards Aquifer Recharge Zone (EARZ) – 2014-2015, Wastewater Rehabilitation to T Construction, LLC of Houston, Texas, for the amount of $959,176. 00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager ITEM SUMMARY: The Texas Commission on Environmental Quality (TCEQ) requires the utility to test all wastewater lines over the EARZ every five years. The results of the EARZ analysis from 2013-2014 required the remediation of wastewater lines that indicated exfiltration. We also typically repair any infiltration problems within the system. This project includes the 1,900 LF of mechanical root cleaning of existing wastewater lines varying from 6 to 18-inches in diameter, 2,500 LF of cured-in-place line repair, approximately 4,000 LF of pipe bursting expansion and repair, as well as 340 vertical feet of epoxy coating existing manholes, rehabilitation of the existing Indian Creek lift Station. This project was publicly advertised on August 16, 2015 and August 23, 2015. Twelve (12) utility contractors obtained plans. From these plan holders, five (5) competitive bids were received. The low qualified bidder for the project was T Construction, LLC with a total bid of $959,176.00. The Engineer's preliminary estimate was $1,250,000.00. Kasberg, Patrick & Associates, LLC has reviewed the current workload, construction history and financials for T Construction, LLC as well as contacted several references, and recommends the award to T Construction, LLC. STAFF RECOMMENDATIONS: Staff recommends approval to award the contract for EARZ – 2014-2015, T Construction, LLC of Houston, Texas, for $959,176.00 FINANCIAL IMPACT: Funds for this additional expenditure are available in the 2016 Wastewater CIP Budget. Please see the attached Budgetary & Financial Analysis. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager ATTACHMENTS: Description Type B&FAW Backup Material Recommendation letter Backup Material Bid Tab Backup Material Page 142 of 169 Page 143 of 169 Page 144 of 169 Page 145 of 169 City of Georgetown, Texas Utility System Advisory Board October 9, 2015 SUBJECT: Consideration and possible recommendation to approve Task Order KPA-16-001 with Kasberg, Patrick & Associates, LP of Georgetown, Texas, for professional services related County Road 255 Waterline Improvements in the amount of $909,380.00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager ITEM SUMMARY: This task order is for professional engineering services to prepare plans and specifications for the construction of approximately 44,500 LF of 16-inch water line. The proposed 16-inch water line will replace an existing 15-inch water line that has reached the end of its service life and is experiencing a significant amount of leaks along the proposed alignment. The water line will be constructed along two segments. Segment I is approximately 7,800 LF that will be constructed along CR 260 from HWY 29 north to CR 258. Segment II is approximately 36,700 LF that will be constructed along Rockhouse Drive, CR 257, FM 3405 and CR 255 from CR 258 to the existing ground storage tanks just east of CR 255. These professional engineering services include preliminary design, final design, bidding services, construction administration, and project coordination. These services also include topographic surveys, boundary surveys, easement field notes and sketches, environmental Phase I assessment, and cultural resources investigations. STAFF RECOMMENDATIONS: Staff recommends executing Task Order KPA-16-001 for professional services relating to the County Road 255 Waterline Improvements with Kasberg, Patrick, & Associates, LP of Georgetown, Texas, in the amount of $909,380.00. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the FY 16 Water CIP. See attached CIP Budgetary & Financial Analysis Sheet. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager ATTACHMENTS: Description Type Task Order KPA-16-001 Backup Material Budget & Financial Sheet Backup Material Page 146 of 169 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 1 of 4 Task Order In accordance with paragraph 1.01 of the Master Services Agreement between Owner and Kasberg, Patrick & Associates, LP (“Engineer”) for Professional Services – Task Order Edition, dated March 23, 2011 ("Agreement"), Owner and Engineer agree as follows: 1. Specific Project Data A. Title: County Road 255 Water Line Replacements B. Description: _ Professional Engineering Services to prepare plans and specifications for the construction of approximately 44,500 LF of 16-inch water line. The proposed 16-inch water line will replace an existing 15-inch water line that has reached the end of its service life and is experiencing a significant amount of leaks along the proposed alignment. The water line will be constructed along two segments. Segment I is approximately 7,800 LF that will be constructed along CR 260 from HWY 29 north to CR 258. Segment II is approximately 36,700 LF that will be constructed along Rockhouse Drive, CR 257, FM 3405 and CR 255 from CR 258 to the existing ground storage tanks just east of CR 255 (See Attached Exhibit C for the Proposed Alignment). These professional engineering services includes preliminary design, final design, bidding services, construction administration services, and project coordination. These services also include topographic surveys, boundary surveys, easement field notes and sketches, environmental Phase I and cultural resources investigations. C. City of Georgetown Project Number: __________2JE____________ D. City of Georgetown General Ledger Account No.: __661-9-0580-90-007_______ E. City of Georgetown Purchase Order No. __________________ F. Master Services Agreement, Contract Number: 2011-702-MSA 2. Services of Engineer See Exhibit A, Scope of Services, attached 3. Owner's Responsibilities Owner shall have those responsibilities set forth in the Agreement subject to the following: Consultant will require coordination from the City to capture locations of existing City owned utilities within the project area as well as any asbuilt/record drawings depicting the existing 15- inch water line alignment. Additionally, Consultant may require assistance from City Staff to verify existing easements within the project area as well as obtain rights of entry from the existing property owners in order to perform the design services. Task Order No. KPA-16-001, consisting of 22 pages Page 147 of 169 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 2 of 4 4. Times for Rendering Services Phase Completion Date Final Design March 1, 2016 Bidding April 15, 2016 Construction Administration March 1, 2017 5. Payments to Engineer A. Owner shall pay Engineer for services rendered as follows: Category of Services Compensation Method Lump Sum or Not to Exceed Amount of Compensation for Services Basic Services Project Coordination, Final Design, Bidding, Construction Administration A. Lump Sum $909,380.00 B. The terms of payment are set forth in Article 4 of the Agreement unless modified in this Task Order. 6. Consultants: Kasberg, Patrick & Associates, LP – Georgetown, Texas All County Surveying – Temple, Texas Terracon – Austin, Texas 7. Other Modifications to Agreement: 8. Attachments: Exhibit A – Scope of Services Exhibit B – Fee Schedule Exhibit C – Project Location Map 9. Documents Incorporated By Reference: The Agreement effective March 23, 2011. Page 148 of 169 Page 149 of 169 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 4 of 4 Owner: Engineer: Designated Representative for Task Order: Designated Representative for Task Order: Name: Michael Hallmark Name: Trae Sutton, P.E., CFM Title: Project Manager Title: Senior Project Manager Address: P.O. Box 409 Address: 1008 South Main Street Georgetown, TX78627 Georgetown, TX 78626 Phone: (512) 930-3569 Phone: (512) 819-9478 Fax: (512) 930-3559 Fax: (254) 773-6667 E-Mail: Michael.Hallmark@georgetown.org E-Mail: TSutton@kpaengineers.com Page 150 of 169 EXHIBIT A – DETAILED PROJECT SCOPE SERVICES PROVIDED BY ENGINEER KASBERG, PATRICK & ASSOCIATES, LP GEORGETOWN, TEXAS Project Description: The CR 255 Water Line Project is for the construction of a 16-inch water line to replace an aging 15-inch water line that is experiencing a significant amount of leaks along the proposed route located in the Western District (formally Chisholm Trail Water Supply Corporation). The proposed project is broken out into two segments. Segment I runs from HWY 29 to CR 258 along CR 260 for approximately 7,800 LF. Segment II follows various roadways along its existing path for approximately 36,700 LF. This segment will follow Rockhouse Drive, CR 257, FM 3405 and CR 255 from CR 258 to just east of CR 255 where the existing line ties into the existing ground storage tank. Please refer to the attached Exhibit C for the proposed alignments. The scope of work for this project will consist of professional services that includes schematic engineering design, final engineering design, topographic surveys, boundary surveys, easement field notes and sketches, Phase I environmental investigations, and cultural resources investigations. The scope of work does not include Phase II environmental investigation services in the event any environmental issues are found. Scope of Services: The scope of services associated with the CR 255 Water Line Project includes: I. Schematic Design a. Develop Rights-of-Way, Easements and Property Map i. The ENGINEER will research available information to determine existing City of Georgetown rights-of-way, easements and private property boundaries within the project area. ii. The ENGINEER will develop a map to illustrate the rights-of-way, easements and private property boundaries. iii. The ENGINEER will request dry utility locations through the Texas One Call System. iv. The ENGINEER will insert existing City of Georgetown utility information and marked dry utility information into the map to reference. v. The ENGINEER will produce an overall map to be used for the project alignment. Page 151 of 169 b. Develop Proposed Alignment and Verify i. The ENGINEER will utilize the rights-of-way, easements and property map to develop the proposed alignment of the utilities. ii. The ENGINEER will walk the project route to identify alignment changes and obstacles. iii. The ENGINEER will verify the alignment to release design surveys to commence. c. Develop Project Layout with Connections i. The ENGINEER will utilize all gathered information to develop the proposed horizontal alignment layout. ii. The ENGINEER will develop connection to the existing City of Georgetown Water Utility. d. Review Alignment with City Staff i. The ENGINEER will coordinate and meet with City Staff to review the proposed alignment. All information discovered concerning existing dry utilities, obstacles, rights-of-way, easements and private property will be discussed. ii. The ENGINEER will develop a consensus with City Staff on the proposed alignment and adjust as agreed upon. e. Finalize the Alignment i. The ENGINEER will utilize the Schematic Design, coordination meetings and consensus to finalize the utility locations for the project. ii. The ENGINEER will generate a revised map illustrating rights-of-way, easements, private property boundaries, dry utilities and the proposed utility infrastructure. f. Coordinate with Dry Utilities i. The ENGINEER will coordinate a meeting with all affected dry utilities and City Staff to discuss the proposed alignment and relocations, if any, of dry utilities. II. Final Design a. Develop Survey Data into Surfaces i. The ENGINEER will develop from the field survey data, surfaces for the project to allow for integrated computer surface design. ii. The ENGINEER will incorporate City of Georgetown imagery into the field surveys and integrate the two as a model. b. Develop Plan and Profiles for the Water Utility Page 152 of 169 i. The ENGINEER will utilize the surface model and the finalized alignment to develop plan and profile for the water utility. ii. The ENGINEER will produce 11”x17” sheets illustrating the location of the proposed water line improvements both horizontally and vertically. iii. The ENGINEER will illustrate all depth to existing ground over the centerline of the proposed waterline. iv. The ENGINEER will illustrate all obstacles, dry utilities, rights-of-way, existing easements, proposed easements and private property. v. The ENGINEER will illustrate all proposed slopes, elevations, locations and fittings for the water line utility. c. Develop Project Layout with Connections i. The ENGINEER will develop connection details for connection to the existing City of Georgetown Water Utility. d. Develop Erosion Control & Traffic Control Plan i. The ENGINEER will develop erosion control for the construction of the project. ii. The ENGINEER will prepare plan sheets illustrating locations and types of Temporary Best Management Practices for erosion control. These sheets will be available for use by the contractor in obtaining permits from the TCEQ for construction of the project. iii. The ENGINEER will develop a traffic control plan to be utilized for this project. e. Develop Project Details i. The ENGINEER will develop details for the project to include: 1. Water Line Details 2. Trench and Bedding Details 3. Erosion Control Details 4. Concrete Details 5. Traffic Control Details 6. Casing and Encasement Details 7. Misc. Details f. Design Roadway/Driveway Crossings i. The ENGINEER will locate areas where the proposed utilities will cross existing roadways and driveways for construction of the project. ii. The ENGINEER will determine, in conjunction and consensus with City Staff the method of crossing (open cut or bore). iii. The ENGINEER will develop plan sheets illustrating the proposed crossings. Page 153 of 169 g. Design Connections i. The ENGINEER will determine locations and size of the existing water utility. This will be accomplished by field investigations, reviewing of record drawings and meetings with City Staff. ii. The ENGINEER will design connections for the 8-inch water line improvements to the existing water utility. iii. The ENGINEER will design connections for the service connections to residential and commercial customers. h. PRV Design i. The ENGINEER will prepare a designed layout and bypass, including all valving, piping, vault and connection details. ii. The ENGINEER will size the proposed PRV and determine the PRV Settings. i. Complete Plans and Specifications i. The ENGINEER will develop specifications for the project. ii. The ENGINEER will develop project quantities for all proposed bid items for the project. iii. The ENGINEER will review the plans and specifications that have been developed for quality assurance and quality control (QA/QC). iv. The ENGINEER will adjust the plans and specifications from the QA/QC. v. The ENGINEER will coordinate the plans and specifications. vi. The ENGINEER will develop General Notes for the Project and index sheet for the plans. vii. The ENGINEER will print all specifications and plans to be bound for submittal. j. Review Plans with City Staff, Incorporate Comments and Prepare for Bidding i. The ENGINEER will schedule a meeting with City Staff to review the plans and specifications. ii. The ENGINEER will receive all City Staff comments and incorporate into the plans. Once comments have been incorporated the ENGINEER will schedule a second meeting with City Staff to review the revised plans. iii. The ENGINEER will submit bidding documents to purchasing for comments. All comments will be addressed. iv. The ENGINEER will prepare documents for bidding and assist the City Staff in advertising the project. v. The ENGINEER will prepare a final Opinion of Probable Construction Cost. Page 154 of 169 III. Bidding a. The ENGINEER will develop the invitation to bid and deliver to City Staff for advertising the project for public bidding. The ENGINEER will also solicit bids from past contractors to acquire as competitive a bidding process as possible. b. The ENGINEER will manage and distribute bidding documents. c. The ENGINEER will prepare for the Pre-Bid Conference, develop an agenda and sign in sheet, conduct the Pre-Bid Conference, take notes at the conference, prepare minutes and incorporate into the addenda. d. The ENGINEER will receive all questions from bidders, log the questions and answer in the form of an addenda. e. The ENGINEER will conduct the bid letting, receive all bids, tabulate the bids and certify them. f. The ENGINEER will research the low bidder(s) qualifications and recommend award to the City of Georgetown. IV. Construction Administration a. The ENGINEER will prepare contract documents; forward those to the contractor awarded the project by the Georgetown City Council. Once the contractor has executed the contract documents, they will be checked for proper documentation and forwarded to the City of Georgetown for execution. b. The ENGINEER will schedule and conduct the Pre-Construction Conference. Minutes from the conference will be taken and distributed. c. The ENGINEER will receive and review all submittals and material samples for the project. Documentation for the submittals will be generated and distributed to the City of Georgetown and the contractor. d. The ENGINEER will hold regularly scheduled construction progress meetings. These meetings will include meeting agendas covering project specifics and schedules. Notes will be taken by the ENGINEER at the meetings. Minutes will then be developed and distributed to the City of Georgetown Staff and the contractor. e. The ENGINEER will make periodic visits the project site. These site visits are utilized to perform a general overview of the project and answer any questions the contractor may have. The City of Georgetown will provide daily on-site representation for the project. Page 155 of 169 f. The ENGINEER will develop pay estimate forms for the project. These will be distributed to City Staff and the contractor. The ENGINEER will review the pay requests with City Staff. g. The ENGINEER will conduct a final walk through of the project. Punch list items will be generated during this review. A letter addressed to City Staff will be generated discussing the findings of the walk through. The contractor will be copied on this letter as well. h. The ENGINEER will develop final record drawings for the City of Georgetown Staff. The record drawings will be presented in the form of a DVD with pdf of each plan sheet and a full 11x17 hard copy. i. The ENGINEER will prepare a project closeout package that will include final record drawings, final pay estimate, final closeout change order and any other project closeout documentation. Page 156 of 169 Page 157 of 169 Page 158 of 169 Page 159 of 169 Page 160 of 169 Page 161 of 169 Page 162 of 169 Page 163 of 169 Page 164 of 169 EXHIBIT B: FEE SCHEDULE KPA ACS TERRACON TOTAL 1. PROJECT MANAGEMENT/COORDINATION 51,170.00$ 51,170.00$ 2. EASEMENTS 44,630.00$ 160,000.00$ 204,630.00$ 3. FINAL DESIGN 404,760.00$ 77,200.00$ 8,500.00$ 490,460.00$ 4. BIDDING 14,100.00$ 14,100.00$ 5. CONSTRUCTION ADMINISTRATION 149,020.00$ 149,020.00$ PROJECT TOTAL 663,680.00$ 237,200.00$ 8,500.00$ 909,380.00$ Subconsultants: Topographic Surveying/Easement Documents - All County Surveying (ACS) Environmental (ESA Phase I, Cultural Resources & Geological Assessment) - Terracon COST SUMMARY Summary of Costs July 20, 2015 Summary of Professional Services Fee Estimate by Consultant CR 255 Water Line Improvements SUMMARY Page 1 of 3 Page 165 of 169 EXHIBIT B: FEE SCHEDULE Principal Project Manager Project Engineer Graduate Engineer (EIT) Senior Eng Tech (CAD) Eng Tech (CAD)Clerical Fee Schedule 200.00$ 160.00$ 135.00$ 105.00$ 85.00$ 75.00$ 55.00$ 1. PROJECT MANAGEMENT/COORDINATION a.Coordination/Project Support with ACS (Topographic Surveys) 11,400.00$ 8 12 18 24 12 24 2 100 b.Coordination/Project Support with Terracon Consultants for ESA Phase I 4,350.00$ 4 6 6 10 2 6 2 36 c.Coordination/Project Support with Terracon Consultants for Cultural Resources 4,200.00$ 4 6 6 10 2 4 2 34 d.Coordination/Project Support with Terracon Consultants for Geological Assessment 4,160.00$ 4 6 6 8 4 4 2 34 e.Project Review Meeting with Staff (30%) 3,990.00$ 4 6 6 8 2 4 2 32 f.Project Review Meeting with Staff (60%) 3,510.00$ 4 6 4 6 2 4 2 28 g.Project Review Meeting with Staff (95%) 3,510.00$ 4 6 4 6 2 4 2 28 h.Coordinate with Dry Utilities regarding conflicts 11,730.00$ 8 12 18 24 12 24 8 106 i.Final Project Review/Submittal Meeting with Staff 4,320.00$ 4 6 4 8 2 12 2 38 Subtotal Project Management/Coordination 51,170.00$ 44 66 72 104 40 86 24 436 2. EASEMENTS a.Prepare Easement Schematic/Property Ownership Map 15,910.00$ 12 18 18 32 12 48 4 144 b.Provide Project Support/Documentation to City ROW Agent 15,870.00$ 12 18 24 32 18 24 12 140 c.Project Coordination with ACS for Easement Documents/Boundary Surveys 12,850.00$ 10 14 14 24 16 32 8 118 Subtotal Easements 44,630.00$ 34 50 56 88 46 104 24 402 3. FINAL DESIGN A. CR 255 WATER LINE IMPROVEMENTS DESIGN a.Develop Topographic Survey (Point File) into CAD Surfaces 40,260.00$ 24 24 36 60 96 164 404 b.Develop Project Contraints Map (Schematic Layout) 28,370.00$ 18 18 24 48 56 118 282 c.Develop Final Horizontal Alignment 47,780.00$ 40 48 64 96 48 124 420 d.Develop Plan & Profile Sheets 88,040.00$ 64 96 112 160 96 264 792 e.Design Water Line Connections 30,800.00$ 18 24 48 72 32 88 282 f.Design Roadway Crossings/Waterway Crossings 20,280.00$ 12 18 32 48 24 48 182 g.PRV Design/Site Layout 15,690.00$ 12 18 18 32 12 48 140 h.Develop Project Details 23,620.00$ 18 28 36 48 24 48 202 i.Prepare Permit Documentations for Roadway/Water Line Crossings 26,700.00$ 18 24 36 72 24 64 238 Subtotal CR 255 Road Design 321,540.00$ 224 298 406 636 412 966 0 2,942 July 20, 2015 Summary of Professional Services Fee Estimate by Employee/Position Category CR 255 Water Line Improvements TOTAL Kasberg, Patrick & Associates, LP (KPA) Total Fee Summary of Hours Scope Items KPA Page 2 of 3 Page 166 of 169 EXHIBIT B: FEE SCHEDULE Principal Project Manager Project Engineer Graduate Engineer (EIT) Senior Eng Tech (CAD) Eng Tech (CAD)Clerical Fee Schedule 200.00$ 160.00$ 135.00$ 105.00$ 85.00$ 75.00$ 55.00$ July 20, 2015 Summary of Professional Services Fee Estimate by Employee/Position Category CR 255 Water Line Improvements TOTAL Kasberg, Patrick & Associates, LP (KPA) Total Fee Summary of Hours Scope Items B. INCIDENTAL DESIGN a.Erosion Control Design For Project 17,010.00$ 12 18 24 32 18 48 152 b.Traffic Control Plan 9,210.00$ 8 8 12 18 12 24 82 c.Miscellaneous Details 17,200.00$ 12 18 28 36 16 40 150 Subtotal Incidental Design 43,420.00$ 32 44 64 86 46 112 0 384 C. BID DOCUMENT PREPARATION a.Project Technical Specification Development 21,130.00$ 18 24 36 64 4 6 24 176 b.Project Bid Schedule Preparation & OPC 9,930.00$ 12 12 18 24 12 78 c.Prepare Plan Sets for Bidding 8,740.00$ 8 8 12 16 4 12 24 84 Subtotal Bid Documents 39,800.00$ 38 44 66 104 8 18 60 338 Subtotal Final Design 404,760.00$ 294 386 536 826 466 1,096 60 3,664 4. BIDDING a.Advertise / Solicit Bidders 910.00$ 2 2 2 2 8 b.Distribute plans and specifications 860.00$ 4 8 12 c.Pre-Bid Conference 2,680.00$ 2 2 4 8 2 4 2 24 d.Answer Questions and Prepare Addenda 7,010.00$ 4 6 12 18 6 12 6 64 e.Receive & Tabulate Bids 1,320.00$ 1 2 2 4 2 11 f.Recommend Award 1,320.00$ 1 2 2 4 2 11 Subtotal Bidding 14,100.00$ 8 14 22 40 8 16 22 130 5. CONSTRUCTION ADMINISTRATION a.Prepare Contract Documents & distribute to Contractor 3,740.00$ 2 4 4 8 24 42 b.Review Submittals 20,670.00$ 18 28 36 60 2 8 12 164 c.Construction Meetings/minutes/etc.26,450.00$ 28 36 40 56 12 24 18 214 d.Review Construction Progress Payments 8,940.00$ 8 12 12 32 8 72 e.Site Review/Visits 29,160.00$ 32 40 56 72 4 12 216 f.Final Walkthrough/Develop Punch List 19,060.00$ 18 24 36 40 4 12 24 158 g.Record Drawings 20,070.00$ 12 18 28 36 24 56 18 192 h.Project Closeout Documentation 20,930.00$ 18 24 32 48 12 18 32 184 Subtotal Bid Documents 149,020.00$ 136 186 244 352 58 130 136 1,242 Total Fee Principal Senior Engineer Project Engineer Graduate Engineer (EIT) Senior Eng Tech (CAD) Eng Tech (CAD)Clerical TOTAL 1. PROJECT MANAGEMENT/COORDINATION 51,170.00$ 44 66 72 104 40 86 24 436 2. EASEMENTS 44,630.00$ 34 50 56 88 46 104 24 402 3. FINAL DESIGN 404,760.00$ 294 386 536 826 466 1,096 60 3,664 4. BIDDING 14,100.00$ 8 14 22 40 8 16 22 130 5. CONSTRUCTION ADMINISTRATION 149,020.00$ 136 186 244 352 58 130 136 1,242 663,680.00$ 516 702 930 1,410 618 1,432 266 5,874 Summary of Labor & Associated Cost TOTAL KPA Page 3 of 3 Page 167 of 169 Page 168 of 169 DATE: PROJECT NAME:2JE 9/9/2015 CR. 255 Waterline Improvements Division/Department:GUS / Water/Wastewater Director Approval Prepared By:Michael Hallmark Finance Approval La'Ke 9/22/15 TOTAL ANNUAL BUDGET 5,475,000.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B)Budget Consulting 909,380.00 909,380.00 17% Right of Way 0.00 0% Construction 0.00 0% Other Costs 0.00 0% Total Current Year Costs 0.00 909,380.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 661-9-0580-90-007 5,475,000.00 Total Budget 5,475,000.00 TOTAL PROJECT BUDGET 5,475,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 909,380.00 909,380.00 17% Right of Way 0.00 0.00 0% Construction 0.00 0.00 0% Other Costs 0.00 0.00 0% Total Project Costs 0.00 909,380.00 909,380.00 Comments: Task Order KPA-16-001 CIP- Budgetary and Financial Analysis Worksheet Page 169 of 169