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HomeMy WebLinkAboutAgenda_GUS_12.11.2014Notice of Meeting for the Georgetown Utility System Advisory Board and the Governing Body of the City of Georgetown December 11, 2014 at 2:00 PM at Georgetown Municipal Complex, 300-1 Industrial Avenue, Georgetown, Texas 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 C -- Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager -- Impact Fee Update -- Chris Foster, Manager of Resource Planning and Integration D Industry Updates Legislative Regular Agenda E Review and possible action to approve the minutes from the regular GUS Board meeting held on November 14, 2014. - Sheila K. Mitchell, GUS Board Liaison F Consideration and possible recommendation to approve the purchase of Bioxide from Evoqua Water Technologies LLC of Sarasota, Florida, in an amount not to exceed $75,000.00, for Fiscal Year 2014/2015. -- David W. Thomison, Water Services Manager G Consideration and possible recommendation to approve a wholesale water agreement between the City of Georgetown and the City of Liberty Hill. -- Glenn W. Dishong, Utility Director H Consideration and possible recommendation to approve a proposed Assignment of Rights from San Gabriel Harvard Limited Partnership to 278 Georgetown Inc., contained within the Shadow Canyon Non-Standard Service Agreement. - Wesley Wright, P.E., Systems Engineering Director I Consideration and recommended recommendation of a proposed Assignment of Wastewater Reimbursements and Wastewater Service from San Gabriel Harvard Limited Partnership to 278 Georgetown Inc. -- Wesley Wright, P.E., Systems Engineering Director J Discussion and possible recommendation to clarify inconsistencies and amend requirements in the distributed renewable electric generation section 13.04.083 of the Electric Rate Ordinance pertaining to solar installations. -- Leticia Zavala, Customer Care Manager/Kathy Ragsdale, Conservation Services Manager/Mike Babin, Deputy General Manager of Utilities K Discussion and possible recommendation to approve a contract with Westin Engineering, Inc. for consulting services to provide requirements development, assessment, evaluation, implementation planning, and acquisition of a Customer Information System (CIS) with an optional phase to assist with procurement and contract negotiations for an amount not to exceed $193,250.00 – Leticia Zavala, Customer Care 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 __________________, 2014, at __________, and remained so posted for at least 72 continuous hours preceding the scheduled time of said meeting. ____________________________________ Jessica Brettle, City Secretary City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: -- Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager -- Impact Fee Update -- Chris Foster, Manager of Resource Planning and Integration ITEM SUMMARY: GUS Projects: EARZ 2013-14 Public Training Facility Offsite WW Sequoia Spur EST Snead Drive Streets and Wastewater Improvements Council Actions FINANCIAL IMPACT: N/A SUBMITTED BY: Michael Hallmark ATTACHMENTS: Description Type Project Reports and Council Action Backup Material City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: Review and possible action to approve the minutes from the regular GUS Board meeting held on November 14, 2014. - Sheila K. Mitchell, GUS Board Liaison ITEM SUMMARY: Board to review, revise and/or approve the minutes from the regular meeting held on November 14, 2014. FINANCIAL IMPACT: N/A SUBMITTED BY: Sheila K. Mitchell/GUS Board Liaison ATTACHMENTS: Description Type GUS November 14, 14 DRAFT Minutes Backup Material Notice of Meeting of the Georgetown Utility Systems Advisory Board and the Governing Body of the City of Georgetown, Texas November 14, 2014 at 2:00PM 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: Arthur Yaeger, Chair, Robert Kostka – Vice Chair, Patty Eason, Steve Fought, Bill Stump, Joyce Mapes, Ed Pastor Board Members Absent: none Staff Present: Jim Briggs, Mike Babin, Glenn Dishong, Micki Rundell, Chris Foster, Wesley Wright, Michael Hallmark, Jimmy Sikes, Kathy Ragsdale, Trina Bickford, Leticia Zavala, David Munk, Christine Fusco, Becky Huff, Chris Pousson, Casey Lane, Chris Bryce(?), Mike Maldonado, Mike Stasny, Christina Richison, Sheila Mitchell Others Present: 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 Georgetown Utility Systems Advisory 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. Reminder to Board about Thursday, December 11, 2014 meeting. – Sheila K. Mitchell, Board Liaison C. Introduction of Visitors None Employee Recognition – EAM Team Discussion: Dishong gave update and introduced team who helped bring on the Asset Management software. Process has been a two year project to bring together. Various city staff took over project and stepped out of their normal jobs to manage the project. Some completely shifted duties while others maintained current duties in addition to EAM. About half of the City worked on the project, which included mapping all our business processes prior to the software and how we wanted them in the software, creating a hierarchy of all assets to set up in software, creation of a nomenclature to name everything, performing a huge data collection effort, integration of multiple software suites to make sure all are talking and determine future needs, establishing a new warehouse transaction tracking, employee software identification tied to new roles due to process changes. A large part of the process was Organizational Change Management to make sure team members were prepared for the roles they were taking on. Dishong introduced various key team members, explaining how their roles changed to focus on various aspects of the EAM project – Paul Elkins (absent from meeting/attending Asset Management Conference), Christina Richison, Mike Stasny, Chris Pousson, Christine Fusco, Casey Lane, Chris Bryce and Becky Huff. Dishong turned presentation over to Richison, who gave live overview of initial screen of EAM program, known as the ‘start center’. She detailed some of the assets being tracked and managed and how they are integrated between all the systems, reviewed some work orders, maps, etc. Various comments and questions. Dishong noted system allows us to be able to effectively manage assets, schedule preventative maintenance and automate scheduled assignments for work to be performed. He also stated we have started with Electric, Water and Wastewater however will move toward a citywide system. Board thanked the team for their work on this project. EAM staff departed meeting at 2:15PM, with the exception of Maldonado. Chapman joined meeting at 2:15pm. D. Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager Discussion: Reports in packet and updated. No additional questions. -- Drought Survivability Study -- Kathy Ragsdale, Conservation Services Manager Discussion: Ragsdale provided update of program included in packet as well as presentation. She stated this is a partnership with Texas A&M Water Conservation Center in San Antonio, the Texas Water Foundation, the City of San Antonio, San Antonio Water System and San Antonio River Authority. Project runs through November of this year through October 2016. We will be building our own drought simulator which will have two beds with various soil depths. Ragsdale provided location of beds to be installed. Project will begin soon. Preparations are being made by Streets Department for set up of enclosure. Plants should be in ground by January and start actual project in May. Will run about 9 months and track recovery on plants. Pastor commented about ten years ago Chisholm Trail put in a variety of plants and shrubs to measure water; not sure how much this was used or studied. This might be something to check into as well . -- Status and timeline update on the Customer Information System (CIS) billing system replacement project. -- Leticia Zavala, Customer Care Manager/Micki Rundell, Chief Financial Officer Discussion: Rundell gave introduction about CIS project, noting RFP has been done and results will be coming forward to board. Project will be broken into various phases. Zavala spoke on focus of getting new system in place especially with challenges of bringing on CTSUD and work on the EAM project. Since staff resources were being utilized for those projects, we used time to assess the CIS project needs in more detail and chose to utilize the RFP process to hire a consultant. Zavala spoke on the phases of project. Fought asked about work load and commented on cost profile. Rundell spoke on financial aspects and pieces of proj ect at a time because Financial System (FS) will be the next need after CIS is implemented. Additional discussion by board continued. Babin spoke on how the process opened up how everyone interfaced together and how duties cross-over during a new project. He stated it has been great to see how it all came together. Eason commended Briggs/Rundell for their management, direction and diligence on these projects; including hiring the right people needed to do the job, and collaboration of departments working together; a huge benefit to the citizens of the COG. E. Industry Updates Discussion: Briggs provided updates from Public Utility Commission regarding guidelines/approvals for extension of utility lines. We will be working with others across the state to challenge these guidelines in the upcoming legislature. Briggs also updated on Region G Water Planning Board meeting. He spoke about an agreement San Antonio has signed for water needs. Munk departed meeting at 3:00pm and returned at 3:05pm. Chapman departed meeting at 3:10PM Briggs further spoke about looking at water from other areas and the Brazos Basin in regards to its close proximity to the Red River and the large amount of water available. There’s consideration of moving water from the Red River into Brazos Basin to meet needs. Dishong stated 600,000 acre feet. Briggs further discussed. Kostka asked and Briggs noted the decision to do this would be made through TCEQ and would be expected to end up involving the legislature. Pastor asked how much more water is available in the Red River than what Brazos has now and Briggs/Babin/Dishong further discussed. Dishong gave presentation on current lake levels. He reviewed current levels, pipeline operations, projections and history of record droughts, recent and current demands. He discussed how drought restrictions are being and will be affected in the future. Some additional questions by the board were discussed in regards to the public asking questions about lifting restrictions. The City may decide to continue with restrictions as the norm. Legislative Regular Agenda The Board will individually consider and possibly take action on any or all of the following items: F. Review and possible action to approve the minutes from the Regular GUS Board meeting held on October 10, 2014. – Sheila K. Mitchell, GUS Board Liaison Discussion: None. Motion by Eason, seconded by Fought to approve the minutes from the Regular GUS Board meeting held on October 10, 2014. Approved 7-0-0 G. Discussion and possible recommendation to clarify inconsistencies and amend requirements in the distributed renewable electric generation section 13.04.083 of t he Electric Rate Ordinance pertaining to solar installations. -- Leticia Zavala, Customer Care Manager/Kathy Ragsdale, Conservation Services Manager/Mike Babin, Deputy General Manager of Utilities Discussion: Zavala gave history from last month’s meeting, noting revisions made from suggestions provided by the board. Some additional revisions will be coming from an overall view for additional needs, which will come back at a later date. Stump commented on net metering being cleared up. Stump also commented o n qualified installers and asked about Texas Renewable Energy Industries Association and suggested attending one of their meetings. He further commented on licensing requirements, insurance, registration, etc. He stated we may need to meet the state laws on this. Stump provided additional background of solar industry. Maldonado stepped out at 3:22pm and returned at 3:25pm. Stump asked about how/who can install, etc. Ragsdale spoke to this and commented regarding Michael Kuhn, who is helping set up the rules for interconnection package. He wrote the Austin interconnect package . Stump provided a package of information to Ragsdale and suggested running this through legal counsel. Yaeger clarified what is needed from the Board. Ragsdale cl arified changes. Hallmark and Munk departed at 3:32pm. Munk returned at 3:33pm. Further discussion continued to coordinate ordinance with UDC and board asked for clarification of verbiage needed for motion. Babin noted specifics pertaining to line E2. Zavala suggested a motion to recommend to council removing line E2. Fought felt board needed to see this one more time after cleaning up language, before moving forward to Council. Further discussion continued. Briggs noted we will clean up language, work with Stump, consultant and Legal to finalize and return to Board and Council. No action taken. Item will be brought back to board at future meeting when clarified. H. Discussion and possible recommendation regarding a franchise agreement for Atmos Energy. -- Christopher Foster, Manager of Resource Planning and Integration Discussion: Foster provided update to status of franchise agreement, noting both outside and inside legal counsel reviewed. No current agreement reached now. Suggested to extend on a month to month basis to continue to work out changes to franchise agreement. Pastor asked and Foster explained points they have not been able to agree upon. Briggs provided additional comments. Motion by Fought, seconded by Kostka to approve a franchise agreement for Atmos Energy. Approved 7-0-0 Yaeger thanked the staff for all their presentations today. Thanked the staff for the lovely Christmas ornaments. Motion by Pastor, seconded by Kostka to adjourn. Meeting adjourned at 3:44PM. Adjournment __________________________ _____________________________ Arthur Yaeger – Board Chair Bill Stump – Secretary _________________________________ Sheila K. Mitchell, GUS Board Liaison City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: Consideration and possible recommendation to approve the purchase of Bioxide from Evoqua Water Technologies LLC of Sarasota, Florida, in an amount not to exceed $75,000.00, for Fiscal Year 2014/2015. -- David W. Thomison, Water Services Manager ITEM SUMMARY: In May 1998, Camp, Dresser and McKee, Inc performed a wastewater odor control study. This study was performed as a result of Hydrogen Sulfide (H2S) odor complaints in certain areas of the City. The study evaluated different methods to mitigate the H2S problem with a recommendation being made to use Bioxide, a product patented by Evoqua Water Technologies. Since July 1999, the City has successfully used Bioxide to control odor problems. Staff has determined that it is still considered the most effective method to mitigate the H2S problem in the collection system at this time. SPECIAL CONSIDERATIONS: Evoqua Water Technologies is a sole source provider of Bioxide and is the only location that bids will be received and processed for Bioxide. STAFF RECOMMENDATION: Staff recommends the purchase of Bioxide from Evoqua Water Technologies in an amount not to exceed $75,000.00. FINANCIAL IMPACT: Funds for this additional expenditure are available in the Water Services Budget. SUBMITTED BY: David W. Thomison, Water Services Manager Fund Actual Budget 660-5-0530-51-336 Services – Odor Control $75,000.00 $80,000.00 ATTACHMENTS: Description Type Sole Source Letter Backup Material Quote Backup Material 2650 Tallevast Road Sarasota, FL 34243 USA Tel: +1 (800) 345-3982 Fax: +1 (941) 359-7985 Page 1 of 1 September 24, 2014 Mr. David Thomison Operations Manger City of Georgetown Phone: (512) 930-4811 Fax: (512) 930-0232 Email: david.thomison@georgetown.org RE: YOUR SOLE SOURCE FOR BIOXIDEâ PRODUCTS Dear Mr. Thomison: Evoqua Water Technologies LLC is the sole source provider of Bioxide â products (Bioxideâ, Bioxide-AQâ, Bioxideâ AE, Bioxideâ Plus 71 and AQUITâ solutions). Related services that we offer to our customers are provided under the Full Service Odor Control sm program. A license to use Bioxideâ products is included with the product sale. Patents that cover aspects of the use of Bioxideâ products include, but are not necessarily limited to, United States Patent Nos. 5,500,368, 6,309,597, 7,087,172 and 7,553,420 B2. Bioxide, Bioxide-AQ, Bioxide AE, Bioxide Plus 71, AQUIT and Full Service Odor Control are trademarks of Evoqua Water Technologies LLC. Should you have any questions or require additional information, please feel free to contact me at (512) 581-2097. Sincerely, Evoqua Water Technologies LLC Joe Robertson Joe Robertson Technical Sales Representative 2650 Tallevast Road Sarasota, FL 34243 USA Tel: +1 (800) 345-3982 Fax: +1 (941) 359-7985 Page 1 of 3 September 24, 2014 Mr. David Thomison Operations Manger City of Georgetown Phone: (512) 930-4811 Fax: (512) 930-0232 Email: david.thomison@georgetown.org RE: CITY OF GEORGETOWN 2014/15 BIOXIDE® PRICING Dear Mr. Thomison: Evoqua Water Technologies LLC thanks you for your continued support of the Bioxide â Full Service Odor Controlsm (FSOC) program, which includes two seasonal service visits by your area Service Center, technical support and web-based level indication. The price of Bioxide ®delivered in minimum 3,800 gallon shipments will be $ $2.22 per gallon, effective October 1, 2014 through September 30, 2015. This price is good with split deliveries of 3,800 gallons or more with other customers in your area. The price does not include any applicable taxes. The purchase of Bioxideâ products from Evoqua constitutes an implied license to practice the processes described in United States Patents #6,309,597, #7,087,172 and 7,285,217. Bioxide â is a registered trademark of Evoqua Water Technologies LLC. The attached Evoqua Terms and Conditions are considered part of this proposal and shall prevail. If you have any questions or should you require additional information, please feel free to contact me at (512) 581-2097 or via email at joseph.robertson@evoqua.com . Sincerely, Evoqua Water Technologies LLC Joseph W. Robertson Joseph W. Robertson Technical Sales Representative Page 2 of 3 Evoqua Water Technologies LLC STANDARD T ERMS OF SALE DATED 01/16/2014 –V01 1.Applicable Terms. These terms govern the purchase and sale of the equipment and related services, if any (collectively, "Equipment"), referred to in Seller’s purchase order, quotation, proposal or acknowledgment, as the case may be ("Seller’s Documentation"). Whether these terms are included in an offer or an acceptance by Seller, such offer or acceptance is conditioned on Buyer’s assent to these terms. Seller rejects all additional or different terms in any of Buyer’s forms or documents. 2.Payment. (a) Buyer shall pay Seller the full purchase price as set forth in Seller’s Documentation. Unless Seller’s Documentation provides otherwise, freight, storage, insurance and all taxes, levies, duties, tariffs, permits or license fees or other governmental charges relating to the Equipment shall be paid by Buyer. If Seller is required to pay any such charges, Buyer shall immediately reimburse Seller. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Seller with a valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, costs and penalties arising out of same. All payments are due within 30 days after receipt of invoice. Buyer shall be charged the lower of 1 ½% interest per month or the maximum legal rate on all amounts not received by the due date and shall pay all of Seller’s reasonable costs (including attorneys’ fees) of collecting amounts due but unpaid. (b) Credit Approval – All orders are subject to credit approval by Seller. The amount of credit or terms of payment may be changed or credit withdrawn by Seller at any time for any reason without advance notification. Seller may also, at its discretion, withhold further manufacture or shipment; require immediate cash payments for past and future shipments; or require other security satisfactory to Seller before further manufacture or shipment is made; and may, if shipment has been made, recover the Equipment from the carrier, pending receipt of such assurances. (c) Back Charges - Field work which may result in back charges to Seller must be discussed and mutually agreed prior to performing the necessary work. Seller will issue an authorization for work that may be charged to Seller’s account. Back charges without prior approval and mutual agreement shall not be accepted. 3.Delivery. Delivery of the Equipment shall be in material compliance with the schedule in Seller’s Documentation. Unless Seller’s Documentation provides otherwise, delivery terms are EXW (Ex Works) factory with risk of loss on all Equipment shipped by Seller to Buyer passing to Buyer upon Delivery of the Equipment to the carrier at the Seller’s point of shipment. Title to all Equipment shipped by Seller to Buyer shall pass upon receipt of payment for the Equipment under the respective invoice. Seller is not responsible for the cost of packaging, crating, etc. of the Equipment. Unless otherwise agreed to in writing by Seller, shipping dates are approximate only and Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer’s customer if Seller fails to meet the specified delivery schedule. 4.Ownership of Materials. All devices, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data, software and other documents or information prepared or disclosed by Seller, and all related intellectual property rights, shall remain Seller’s property. Seller grants Buyer a non-exclusive, non-transferable license to use any such material solely for Buyer’s use of the Equipment. Buyer shall not disclose any such material to third parties without Seller’s prior written consent. 5.Changes. Seller shall not implement any changes in the scope of work described in Seller’s Documentation nor shall Seller accept or be responsible for any back charges unless Buyer and Seller agree in writing to the details of such change or back charge and any resulting price, schedule or other contractual modifications. Any change to any law, rule, regulation, order, code, standard or requirement which requires any change hereunder shall entitle Seller to an equitable adjustment in the price and any time of performance. 6.Excusable Delay/Force Majeure Event (a)Definitions: (1) “Excusable Delay” shall mean delays caused by: (i) Buyer-directed changes; (ii) other actions or omissions of Buyer, Buyer’s agents or representatives, including but not limited to, the untimely approval of Seller’s submittals or failure to complete work, designated as “Buyer’s Work”; (iii) Differing site conditions; or (iv) Seller being required to repair, replace, revise, or reconstruct any of the work as a result of damage to or destruction of the Equipment when such damage or destruction is not caused by Seller. (2) “Force Majeure Event”shall mean events or circumstances that: (i) are beyond the affected party’s control; (ii) could not reasonably have been provided against before entering into this agreement; (iii) having arisen, could not reasonably have been avoided or overcome; and (iv) are not substantially attributable to the other party. Force Majeure may include, but is not limited to, the following circumstances or events: (a) war, invasion, act of foreign enemies, (b) rebellion, terrorism, insurrection, military or usurped power, or civil war, (c) riot, commotion, strike, or lockout by persons other than the mangers, supervisors, staff, labor, or other employee of Seller or its sub-suppliers, (d) natural catastrophes such as earthquake, hurricane, typhoon, volcanic activity, or (with respect to on-site work), unusual weather conditions. (b)Force Majeure: Neither Buyer nor Seller shall have any liability for any breach or delay (except for breach of payment obligations) caused by a Force Majeure event (c)Schedule Modification: If the Seller experiences an Excusable Delay or Force Majeure Event, Seller is entitled to make a claim for a change order modifying the project schedule and shall provide Buyer with a revised schedule. (d) Pricing Modification: If Seller has suffered an Excusable Delay or Force Majeure Event, and the delay will increase the cost of performance, Seller shall be entitled to an adjustment in the purchase price. Adjustments to the purchase price shall be: (i) in an amount agreed by the parties; (ii) using applicable agreed to unit prices or hourly rates reflected in Seller’s Documentation; or (iii) if neither (i) or (ii) applies, then in the amount of the cost actually and reasonable incurred, and properly documented. (e)Right to Terminate for Force Majeure:If a Force Majeure event exceeds six (6) months in duration, the Seller shall have the right to terminate the Agreement without liability, upon fifteen (15) days written notice to Buyer, and shall be entitled to payment for work performed prior to the date of termination. 7.Warranty. (a) Subject to the following sentence, Seller warrants to Buyer that the Equipment shall materially conform to the description in Seller’s Documentation and shall be free from defects in material and workmanship. The foregoing warranty shall not apply to any Equipment that is specified or otherwise demanded by Buyer and is not manufactured or selected by Seller, as to which (i) Seller hereby assigns to Buyer, to the extent assignable, any warranties made to Seller and (ii) Seller shall have no other liability to Buyer under warranty, tort or any other legal theory. The Seller shall warrant the Equipment, or any components thereof, through the earlier of (i) eighteen (18) months from delivery of the Equipment or (ii) twelve (12) months from initial operation of the Equipment (the “Warranty Period”). If Buyer gives Seller prompt written notice of breach of this warranty within the Warranty Period, Seller shall, at its sole option and as Buyer’s sole remedy, repair or replace the subject parts or refund the purchase price therefor. Unless otherwise agreed to in writing by Seller, (i) Buyer shall be responsible for any labor required to gain access to the Equipment so that Seller can assess the available remedies and (ii) Buyer shall be responsible for all costs of installation of repaired or replaced Equipment. If Seller determines that any claimed breach is not, in fact, covered by this warranty, Buyer shall pay Seller its then customary charges for any repair or replacement made by Seller. Seller’s warranty is conditioned on Buyer’s (a) operating and maintaining the Equipment in accordance with Seller’s instructions, (b) not Page 3 of 3 Evoqua Water Technologies LLC - STANDARD T ERMS OF SALE - DATED 01/16/2014 –V01 (cont) making any unauthorized repairs or alterations, and (c) not being in default of any payment obligation to Seller. Seller’s warranty does not cover damage caused by chemical action or abrasive material, misuse or improper installation (unless installed by Seller). (b) THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE THE SELLER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITATION OF LIABILITY PROVISION BELOW. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. 8.Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, cause of action or liability incurred by Buyer as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused by Seller's negligence. Seller shall have the sole authority to direct the defense of and settle any indemnified claim. Seller’s indemnification is conditioned on Buyer (a) promptly, within the Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation in the defense of any claim. 9.Assignment. Neither party may assign this Agreement, in whole or in part, nor any rights or obligations hereunder without the prior written consent of the other party; provided, however, the Seller may assign its rights and obligations under these terms to its affiliates or in connection with the sale of transfer of the Seller’s business and Seller may grant a security interest in the Agreement and/or assign proceeds of the agreement without Buyer’s consent 10.Suspension. In the event that Buyer suspends the work in whole or in part, for a period of time as Buyer may determine, then Seller shall be entitled to a change order for its reasonable and necessary costs incurred, including, but not be limited to, material and labor escalation incurred, due to such suspension. Seller shall resume any suspended work within a commercially reasonable period after Buyer gives Seller written notice to do so. If Buyer orders a suspension which continues for ninety (90) or more days, Seller may thereafter terminate this agreement without liability, upon fifteen (15) days written notice to Buyer, and shall be entitled to payment for work performed, whether delivered or undelivered, prior to the date of termination. 11.Termination. (a) For Convenience: Buyer may terminate the work and this agreement at any time in its sole discretion by giving Seller at least ten (10) days written notice. Buyer shall pay termination charges to Seller that shall consist of: (i) the value of the work performed, and not paid for; (ii) termination charges from Seller’s suppliers and sub-suppliers that Seller cannot reasonably reduce or avoid; (iii) additional handling and transportation costs that Seller cannot reasonably reduce or avoid and (iv) a reasonable mark up for Seller’s administrative costs necessary to effect such termination. The total amount payable for such termination shall be reduced by any credits obtained, with the understanding that Buyer, at its exclusive preference, may accept delivery of complete or incomplete work, included in the termination cost. (b) Either party may terminate this agreement, upon issuance of a written notice of such breach and a thirty (30) day cure period, for a material breach (including but not limited to, filing of bankruptcy, or failure to fulfill the material obligations of this agreement). 12.Dispute Resolution. Seller and Buyer shall negotiate in good faith to resolve any dispute relating hereto. Failing such efforts, the dispute shall be finally settled by binding arbitration in Pittsburgh, Pennsylvania pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration panel shall consist of three individuals experienced in the discipline that is the subject of the dispute and shall be jointly selected by Seller and Buyer. If the parties are unable to agree upon the arbitrators within twenty (20) days, then each party shall select one arbitrator and those arbitrators shall select a third arbitrator. The decision of a majority of the arbitrators shall be the decision of the panel. Judgment may be entered upon the arbitrators’ decision in any court of competent jurisdiction. The prevailing party in any arbitration shall be reimbursed by the other party for all costs, expenses and charges, including without limitation reasonable attorneys’ fees, incurred by the prevailing party in connection with the arbitration. Any order being shipped outside of the United States shall subscribe to ICC rules and the governing language shall be English. 13.Export Compliance. Buyer acknowledges that Seller is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Equipment provided under this Agreement, including any export license requirements. Buyer agrees that such Equipment shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. 14.LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND SELLER’S TOTAL LIABILITY ARISING AT ANY TIME FROM THE SALE OR USE OF THE EQUIPMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE EQUIPMENT. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY. 15.Notice. All notices required hereunder shall be in writing and shall be deemed properly served if delivered in person or if sent by registered or certified mail, with postage prepaid and return receipt requested, to the addresses set forth in the purchase order/contract/agreement. All notices shall be deemed received on the date of delivery, or attempted delivery, if delivered in person, or if mailed, on the date which is two (2) days after the date such notice is deposited in the mail. Electronic mail is also acceptable provided that “read receipts” are documented 16.Miscellaneous. These terms, together with any quotation, purchase order or acknowledgement issued or signed by the Seller, comprise the complete and exclusive statement of the agreement between the parties (the “Agreement”) and supersede any terms contained in Buyer’s documents, unless separately signed by Seller. No part of the Agreement may be changed or cancelled except by a written document signed by Seller and Buyer. To the extent the Agreement is considered a subcontract under Buyer’s prime contract with an agency of the United States government, in case of Federal Acquisition Regulations (FARs) flow down terms, Seller will be in compliance with Section 44.403 of the FAR relating to commercial items and those additional clauses as specifically listed in 52.244-6, Subcontracts for Commercial Items (JUL 2013). No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Agreement. If any of these terms is unenforceable, such term shall be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. Both Buyer and Seller reject the applicability of the United Nations Convention on Contracts for the international sales of goods to the relationship between the parties and to all transactions arising from said relationship. City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: Consideration and possible recommendation to approve a proposed Assignment of Rights from San Gabriel Harvard Limited Partnership to 278 Georgetown Inc., contained within the Shadow Canyon Non-Standard Service Agreement. - Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: The existing Non-Standard Service Agreement for Shadow Canyon contains water reservations for approximately 308 acres for up to 1,100 living unit equivalents (LUEs) and acknowledges the prepayment of 550 LUE impact fees. The current owner, San Gabriel Harvard Limited Partnership, is under contract to sell approximately 278 acres to 278 Georgetown along with 600 LUEs (inclusive of the 550 prepaid impact fees). The remaining 500 LUEs would remain with the current ownership for the remainder tract which is currently zoned for multi-family development. Both the buyer and seller are requesting Chisholm Trail Special Utility District and City of Georgetown to consent to the assignment. Included in the proposed assignment language is both the buyer’s and seller’s consent to the Asset Transfer and Utility System Consolidation Agreement between Chisholm Trail Special Utility District and the City of Georgetown. STAFF RECOMMENDATIONS: Staff recommends the Board recommend approval of the requested assignment. The Chisholm Trail SUD Board consented to this request at their November 19, 2014 meeting. FINANCIAL IMPACT: No direct financial impact to the city. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director ATTACHMENTS: Description Type Shadow Canyon Water Assignment Backup Material City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: Consideration and recommended recommendation of a proposed Assignment of Wastewater Reimbursements and Wastewater Service from San Gabriel Harvard Limited Partnership to 278 Georgetown Inc. -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: An existing Tri-Party agreement from 2005 facilitated the construction of the South San Gabriel Interceptor. One of the existing parties, San Gabriel Harvard Limited Partnership is the owner of approximately 308 acres known as Shadow Canyon. San Gabriel Harvard Limited Partnership is under contract to sell approximately 278 acres to 278 Georgetown along with the associated wastewater capacity and ongoing entitled reimbursements. Both parties are now requesting assignment of the existing Tri-Party agreement to facilitate this land purchase. STAFF RECOMMENDATIONS: Staff recommends the Board recommends approval to the requested assignment. FINANCIAL IMPACT: No direct financial impact to the city. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director ATTACHMENTS: Description Type Shadow Canyon Wastewater Assignment Backup Material Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 1 ASSIGNMENT OF WASTEWATER REIMBURSEMENTS AND WASTEWATER SERVICE THIS ASSIGNMENT OF WASTEWATER REIMBURSEMENTS AND WASTEWATER SERVICE (this “Assignment”) is entered into as of November ____, 2014 (the “Effective Date”), by and between SAN GABRIEL HARVARD LIMITED PARTNERSHIP, an Arizona limited partnership (“Assignor”), and 278 GEORGETOWN, INC., a Texas corporation (“Assignee”). RECITALS A. Assignor is a party to that certain Tri-Party Agreement among the City of Georgetown (the “City”), Assignor, and ABG Development, LP, dated on or about December 1, 2006 (the “Tri-Party Agreement”), and that certain Offsite Utility Construction Cost Reimbursement Agreement for Shadow Canyon, executed by the City on or about October 20, 2005 and by Assignee on or about August 16, 2005 (the “Initial Agreement”, and together with the Tri-Party Agreement, collectively the “Wastewater Service Agreements”), entitling Assignor and Assignor’s approximate 308-acre tract of land (the “308 Acre Tract”) to receive, among other things, (i) impact fee reimbursements from the City pursuant to Sections 23 and 29 of the Initial Agreement as modified by Section 7.2 of the Tri-Party Agreement (the “Wastewater Reimbursements”), and (ii) recognition of the right for the 308 Acre Tract to receive wastewater utility service, as provided in Section 42 of the Initial Agreement, according to the City’s policies and ordinances, as amended from time to time, and subject to the terms and conditions of such Water Service Agreements (“Wastewater Service”). B. On the Effective Date, Assignee has acquired, among other things, approximately 278.212 acres of land out of the 308 Acre Tract, the legal description of which is attached hereto as Exhibit “A” (the “Acquired Property”), from Assignor. C. In addition to the Acquired Property, Assignee is acquiring from Assignor, (i) the Wastewater Reimbursements, and (ii) the Wastewater Service with respect to the Acquired Property but not with respect to the balance of the 308 Acre Tract retained by Assignor (the “Assigned Wastewater Service”). D. Pursuant to this Assignment, Assignor now desires to assign, transfer, and convey to Assignee, and Assignee desires to accept and assume, the Wastewater Reimbursements and the Assigned Wastewater Service. AGREEMENT AND ASSIGNMENT NOW, THEREFORE, for and in consideration of the mutual promises of the respective parties, and other good and valuable consideration, including the sum of Ten Dollars ($10.00), the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment and Assumption of Wastewater Reimbursements and the Assigned Wastewater Service. Subject to the terms of Section 3 below, and the terms and conditions of the Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 2 Wastewater Service Agreements, Assignor hereby assigns, transfers, and conveys to Assignee, and Assignee hereby accepts and assumes from Assignor, (i) the Wastewater Reimbursements, and (ii) the Assigned Wastewater Service. 2. Other Infrastructure Improvements. In addition to the foregoing, Assignee hereby assumes and agrees to perform all obligations of the Developer under Section 44 of the Initial Agreement, arising from and after the date hereof, to the extent applicable to the Acquired Property. 3. Consent of City. The assignment by Assignor hereunder is subject to and conditioned upon the express written approval of the City, as required pursuant to the terms of the Wastewater Service Agreements. 4. Further Assurances. Assignor and Assignee will take such further actions, and execute and deliver such further documents, as the other party may reasonably request for the purpose of more fully effectuating and evidencing the transactions contemplated by this Assignment. 5. Miscellaneous. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. No amendments to this Assignment shall be effective, unless made in writing and signed by each of the parties. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. [Signature pages follow.] Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 3 Assignor and Assignee hereby enter into this Assign ment effective as of the Effective Date. ASSIGNOR: SAN GABRIEL HARVARD LIMITED PARTNERSHIP, an Arizona limited partnership By: Georgetown 308, L.L.C., an Arizona limited liability company, its general partner By: Harvard Investments, Inc., a Nevada corporation, its Manager By: ___________________________ Name: Christopher J. Cacheris Title: Vice President STATE OF § § COUNTY OF __________ § This instrument was acknowledged before me on this the _____ day of November, 2014, by Christopher J. Cacheris, Vice President of Harvard Investments, Inc., a Nevada corporation, as Manager of Georgetown 308, L.L.C., an Arizona limited liability company, as general partner of San Gabriel Harvard Limited Partnership, an Arizona limited partnership, on behalf of those entities. [seal] Notary Public, State of ____________ Notary’s printed name: Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 4 ASSIGNEE: 278 GEORGETOWN, INC., a Texas corporation By: Name: Joseph W. Straub Title: President STATE OF TEXAS § § COUNTY OF __________ § This instrument was acknowledged before me on November ___, 2014, by Joseph W. Straub, President of 278 Georgetown, Inc., a Texas corporation, on behalf of said corporation. [seal] Notary Public, State of Texas Notary’s printed name: Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 5 THE CITY OF GEORGETOWN, TEXAS hereby acknowledges and approves this Assignment of Wastewater Reimbursements and Wastewater Service, dated as of November ____, 2014, by and between San Gabriel Harvard Limited Partnership, an Arizona limited partnership, as assignor, and 278 Georgetown, Inc., a Texas corporation, as assignee. Executed as of the ____day of ______ _________________ , 2014. THE CITY OF GEORGETOWN, TEXAS By: Name: Title: STATE OF TEXAS § § COUNTY OF ________ § This instrument was acknowledged before me on , 2014, by _______________, _______________ of _______________________, on behalf of The City of Georgetown, Texas. [seal] Notary Public, State of Texas Notary’s printed name: Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 6 EXHIBIT “A” LEGAL DESCRIPTION OF THE ACQUIRED PROPERTY 278.212 Acre Tract Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 7 Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 8 Assignment of Wastewater Reimbursements and Wastewater Service – Shadow Canyon Page 9 City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: Discussion and possible recommendation to clarify inconsistencies and amend requirements in the distributed renewable electric generation section 13.04.083 of the Electric Rate Ordinance pertaining to solar installations. -- Leticia Zavala, Customer Care Manager/Kathy Ragsdale, Conservation Services Manager/Mike Babin, Deputy General Manager of Utilities ITEM SUMMARY: This item is a continuation of the previous discussions in October and November regarding changes to the solar section of the Electric Rate Ordinance and is bulleted below: (1) Cross reference Contractor Requirements with current Electrical permitting requirements in City’s Code of Ordinances by adding the following to Section E: a. Contractor Requirements: Refer to Electric Permitting requirements in City’s Code of Ordinances, Title 15 – Building & Construction, Chapter 15.16 – Electrical Code i. This will ensure the requirements are consistent and are kept current with the adopted electric code requirements. ii. Any changes to the electric code requirements are updated and referenced correctly. (2) Clarify language associated with the billing of the net meter rate and credit. a. The billing and credit calculation for net metering is set at the residential retail rate. b. Energy is billed at the residential retail rate and a credit is calculated when energy is provided to the grid by the customer’s system, using the same residential retail rate. i. There is no longer a requirement to recover Transmission and Distribution costs in the credit amount. c. Any credit on the customer account, after all applicable charges are deducted, can be refunded back to the customer. (3) Remove the “not to exceed” amount of $7,500 from the cumulative system rebate on net metering. (4) Update the Photovoltaic Interconnection Package currently in use: a. Working to develop a more streamlined application, permitting, and inspection process. FINANCIAL IMPACT: N/A SUBMITTED BY: Leticia Zavala, Customer Care Manager ATTACHMENTS: Description Type Exhibit A - Rev 121114 Backup Material City of Georgetown, Texas Utility System Advisory Board December 11, 2014 SUBJECT: Discussion and possible recommendation to approve a contract with Westin Engineering, Inc. for consulting services to provide requirements development, assessment, evaluation, implementation planning, and acquisition of a Customer Information System (CIS) with an optional phase to assist with procurement and contract negotiations for an amount not to exceed $193,250.00 – Leticia Zavala, Customer Care Manager ITEM SUMMARY: The current CIS system is a COBOL based system purchased in the mid-90’s with a major upgrade in 2001. The existing system scalability, customer pricing options, and integration potential with other utility systems is severely limited. A workshop was presented to Council in May 2014 that provided an overview of the project. GUS released a request for proposal (RFP) on September 26, 2014 for Consulting Services to assist in assessing the City’s current utility objectives, evaluating current technology and CIS products to determine the necessary requirements for a replacement CIS , and to assist in acquiring and implementing such a system. Responses were received in late October and evaluated in early November. The evaluation committee was comprised of a multi-divisional team from Customer Care & Finance, Utility Operations, and Information Technology. FINANCIAL IMPACT: Phase I: Assessment, Evaluation, Implementation Planning, & Acquisition – Cost $141,870 This phase will include documentation of vision and objectives along with current business processes and translating those processes into system requirements. It will provide an Industry overview for systems meeting our requirements, developing an estimated project budget, and implementation strategy, culminating with the development of a Request for Proposal for software acquisition. Completion Timeline: January 2015 – May 2015 Phase II: Procurement & Contract Negotiations – Cost $51,380 This phase will include proposal evaluations and review, conducting reference checks, developing demonstration scripts, coordination of final selection workshops, and technical assistance with scope of work and contract negotiations. Completion Timeline: May 2015 – August 2015 SUBMITTED BY: Leticia Zavala, Customer Care Manager ATTACHMENTS: Description Type Westin Agreement Backup Material