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HomeMy WebLinkAboutAgenda_GUS_05.08.2015Notice of Meeting for the Georgetown Utility System Advisory Board of the City of Georgetown May 8, 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 C -- Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager D Industry Updates Legislative Regular Agenda E Review and possible action to approve the minutes from the regular GUS Board meeting held on April 10, 2015. - Sheila K. Mitchell, GUS Board Liaison F Consideration and possible recommendation to approve Task Order CDM-15-006 with CDM Smith, Inc. of Austin, Texas, for professional services related to the Rabbit Hill Elevated Water Storage Tank in the amount of $389,200.00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager G Consideration and possible recommendation to approve Task Order CDM-15-007 with CDM Smith, Inc. of Austin, Texas, for professional services related to the Berry Creek Wastewater Interceptor Improvements in the amount of $994,770.00. – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager. Page 1 of 75 H Consideration and possible recommendation on a Third Amendment to the Non-Standard Water and Wastewater Service Agreement for Highland Meadows. -- Wesley Wright, P.E., Systems Engineering Director I Consideration and possible recommendation on a Water Agreement for the Caughfield Tract. -- Wesley Wright, P.E., Systems Engineering Director J Presentation, discussion, and possible recommendation on the Utility Capital Improvement Plan for Fiscal Year 2015-2016 -- Wesley Wright, P.E., Systems Engineering Director K Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. Sec. 551.086 Competitive Matters Discussion and possible recommendation on the 2015-2016 Electric Capital Improvement Plan - Wesley Wright, P.E., Systems Engineering Director L Action from Executive Session 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 75 City of Georgetown, Texas Utility System Advisory Board May 8, 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 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: -- Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager ITEM SUMMARY: GUS Projects: EARZ 2013-14 EARZ 2014-15 Public Training Facility Offsite Wastewater Sequoia Spur Elevated Storage Tank (EST) 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 May Project Reports Backup Material Council Rpt Apr mtg for May GUS Backup Material Page 4 of 75 Page 5 of 75 Page 6 of 75 Page 7 of 75 Page 8 of 75 Page 9 of 75 Page 10 of 75 GUS BOARD ITEMS FORWARDED TO COUNCIL April 28, 2015 F Consideration and possible action to approve an Agreement regarding Release of the Lively Tract from the Chisholm Trail Special Utility District Water CCN between the City of Leander, Chisholm Trail Special Utility District, and the City of Georgetown -- Glenn Dishong, Utility Director G Consideration and possible action to approve an Agreement between the City of Georgetown, the City of Leander, Sentinel Land Company, LLC and the Donald H. Lively Family Partnership to Release approximately 50 acres of land in Georgetown's Extraterritorial Jurisdiction (ETJ) to the City of Leander -- Jordan J. Maddox, AICP, Principal Planner and Bridget Chapman, City Attorney H Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to execute an Offsite Wastewater Utility Construction Agreement with Sentinel Land Company, LLC (Texas) and the West Williamson County Municipal Utility District No. 2 for the Lively Tract -- Wesley Wright, P.E., Systems Engineering Director I Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to approve a Wholesale Wastewater Services Agreement between the City of Georgetown and the City of Leander for service to the Lively Tract -- Glenn W. Dishong, Utility Director J Forwarded from the Georgetown Utility Systems Advisory Board (GUS): Consideration and possible action to approve a Temporary Wholesale Water Services Agreement between the City of Georgetown and the City of Leander for service to the Lively Tract -- Glenn W. Dishong, Utility Director ITEMS PASSED Page 11 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Review and possible action to approve the minutes from the regular GUS Board meeting held on April 10, 2015. - Sheila K. Mitchell, GUS Board Liaison ITEM SUMMARY: Board to review, revise and/or approve the minutes from the regular meeting held on April 10, 2015. FINANCIAL IMPACT: N/A SUBMITTED BY: Sheila K. Mitchell/GUS Board Liaison ATTACHMENTS: Description Type GUS April 10 2015 DRAFT Minutes Backup Material Page 12 of 75 Minutes of the Meeting of the Georgetown Utility Systems Advisory Board and the Governing Body of the City of Georgetown, Texas April 10, 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, Mike Cunningham – Secretary, Robert Kostka, Joyce Mapes, Steve Fought, Ed Pastor – Vice Chair, Patty Eason (arrived at 2:01PM) Board Members Absent: None Staff Present: Jim Briggs, Mike Babin, Glenn Dishong, Wesley Wright, Micki Rundell, Michael Hallmark, David Munk, Chris Foster, Leticia Zavala, Bridget Chapman, Sheila Mitchell Others Present: None 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 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 Discussion: None Employee Recognition Discussion: None C. Discussion regarding the Project Progress Report, timelines including projects and Council Actions. – Michael Hallmark, Project Manager Discussion: Reports are included in packet; Hallmark available of questions. Cunningham asked about Sequoia EST previous bid; Hallmark noted contract not yet awarded. Cunningham asked if moving to new site. Wright responded there is a potential for a new site, noting timeline within months. Rundell and Wright meeting with developer in upcoming week to determine plan for tank. If agreement not reached with developer then City will look for alternate site s. Updates will come forward as developed. D. Industry Updates Discussion: Briggs noted Rep. Farney filed bill, which has been referred to committee, on behalf of City and Chisholm Trail Special Utility District (CTSUD) to dissolve the CTSUD once consolidation occurs and CCN transferred, upon a 2/3 vote of CTSUD board. This will relieve both entities of the provision in the Water Code governed by the TCEQ, which states a district can be considered inactive after five years of inactivity and then can file to dissolve the board. Therefore with the passing of the bill, once the CCN process has been completed after the hearing in July, and the CTSUD board votes, the district can be dissolved. The District will probably still have to hold board elections in November as part of the process awaiting finalization of CCN transfer. Region G Water planning Board had two available seats. Briggs and Mayor of Stephenville were elected to fill two seats, effective next Wednesday, April 15th. This is important for water resource planning. Plan will be adopted in the Fall by the State. City of Georgetown has Page 13 of 75 signed SunEdison contract for the solar plant and press releases have gone out regarding transaction. A lot of feedback, questions and industry interest in the activity. Kostka asked positive or negative; Briggs mostly positive. Stump has heard of businesses that are interested in moving here because we are 100% renewable now. Briggs commented on Bass Pro considering marketing their store as 100% renewable since they are served by the City even though they are located in Round Rock. Briggs further discussed other businesses (out of state) that may have interest in moving here vs. moving to other states due to state requirements. Stump asked and Briggs spoke on excess power sales, ERCOT infrastructure, etc. Stump asked and Briggs updated on Dove Springs Solar. 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 March 13, 2015. – Sheila K. Mitchell, GUS Board Liaison Discussion: None. Motion by Pastor, seconded by Mapes to approve the minutes from the Regular GUS Board meeting held on March 13, 2015. Approved: 7-0-0 F. Review of City Council approved Bylaws. -- Sheila Mitchell, GUS Board Liaison Discussion: Mitchell stated bylaws brought in compliance with City Charter and asked Chapman to provide further update. Chapman discussed bylaws reviewed each year and no substantial changes for GUS Board. Stump noted bylaws state purpose of Board and Chapman noted all done via ordinance and stated same in ordinance. In 2011 City brought all bylaws into consistency to operate under the same rules. Each year new board members have the opportunity to review. Pastor asked about pledge of allegiance; should it be done at board meetings? Chapman spoke is done at each council meeting. Briggs noted has not been done at board meetings. No action needed on item; informational only. G. Consideration and possible recommendation related to execution of a Wholesale Water Agreement and a Wholesale Wastewater Agreement between the City of Leander and the City of George town for service to the Lively Tract. – Glenn W. Dishong, Utility Director Discussion: Dishong showed location on map of property involved in agreement and gave background on property. Lively tract needs service for water and wastewater as City of Leander does not have the infrastructure to provide service and have asked Georgetown t o provide interim service. To be served at our standard rate and commercial industrial for water. Water will be an interim contract through 2021. Leander will do the billing and collect the impact fees; we are just hooking up a pipe for water. Wright will provide details on wastewater agreement for sewer contract. This will be a long-term contract. Rate is the established residential fixed rate, per connection, minus an amount to provide service; cost was established years ago when we did retail agreement for Highlands and Parkside MUD. All is residential other than a community/amenity center. Fought asked and Wright spoke about capital infrastructure fees. Dishong stated funds will return to us via Impact Fees. Pastor asked if sufficient water available and for fire flow; Dishong/Wright noted yes. Planned development is about 1200 connections. Further discussion continued on turning meters in the ground, and developers not building and still need to pay for meters that are in the ground. Motion by Pastor, seconded by Cunningham to approve a Wholesale Water Agreement and a Wholesale Wastewater Agreement between the City of Leander and the City of Georgetown for service to the Lively Tract. Approved: 7-0-0 H. Consideration and possible recommendation of an Offsite Wastewater Utility Construction Agreement with Sentinel Land Company, LLC (Texas) and the West Williamson County Municipal Utility District No. 2 for the Lively Tract. – Wesley Wright, P.E., Systems Engineering Director Discussion: Wright noted a parallel agreement to the Water and Wastewater Agreements. Dictates where, when and how the interceptor gets its terminus. Lively needs to connect to current terminus; about 14,000LF of line, approximately $6-$7,000,000 to construct the line and acquire easements. Developer thinks he’ll spend $3.5 million to build. Developer can ask for assistance with securing easements if they cannot do by September. All costs to be reimbursed by developer. Cunningham asked about remedies for breach of contract. Wright noted no monetary payment for breach and if developer doesn’t build, all work done will turn over to City. We will not have lost anything. Stump asked and Wright further explained alig nment of the line, Page 14 of 75 assistance with possible condemnation, etc. Stump asked what type of environmental requirements are involved in building in river bottom and Wright elaborated; required to follow salamander ordinance, tree ordinance, and any others. Stump asked about potential future connections to line and Wright explained area. A lot of future benefits of development to properties along Leander Road. MUD #2 will be created (by Leander’s consent) to pay for the line. Motion by Cunningham, seconded by Pastor to approve an Offsite Wastewater Utility Construction Agreement with Sentinel Land Company, LLC (Texas) and the West Williamson County Municipal Utility District No. 2 for the Lively Tract. Approved: 7-0-0 I. Discussion and presentation of the draft 2015-2016 Capital Improvement Plan. – Wesley Wright, P.E., Systems Engineering Director Discussion: Wright distributed ‘draft’ plan to review between now and next month. In May, there will be a full detailed presentation and then will present to Council in June. This is part of the budget. Board is charged with reviewing Water, Wastewater, Reuse and Electric CIP. Electric will be reviewed next month in Executive Session. No Reuse projects planned for next year. Wright highlighted some major projects. In addition, he noted Western District improvements, which will be reviewed with CTSUD Board and finalized by Council. Stump asked about financial plan and Rundell noted five-year plan will be included in next month’s presentation. Briggs also noted project in Berry Creek adjacent to golf course, which will be included in CIP. (No action required) Fought noted Eason is departing GUS Board as she departs the Council. He thanked her for her service to the Boards, Commissions and Council. Eason commented on her service and all the experience she has undergone and seen happen during her service. Eason thanked staff for their incredible work and all the knowledge they have shared with her over the years. Pastor asked about Western District Office and possible renaming building in regards to Delton Robinson due to his contributions to the work on consolidation, etc. with CTSUD. Eason stated there is an ordinance and process for naming entities. Chapman concurred. Briggs noted previous issues with naming roads, etc. after people that are still living therefore the Ordinance was put in place to establish the procedure. Adjournment Motion by Fought, seconded by Pastor to adjourn the meeting. Adjourned at 3:04PM. Approved 7-0-0 __________________________ _____________________________ Bill Stump – Board Chair Mike Cunningham – Secretary _________________________________ Sheila K. Mitchell, GUS Board Liaison Page 15 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Consideration and possible recommendation to approve Task Order CDM-15-006 with CDM Smith, Inc. of Austin, Texas, for professional services related to the Rabbit Hill Elevated Water Storage Tank in the amount of $389,200.00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager ITEM SUMMARY: This Task Order is Professional Engineering Services to prepare plans and specification for the construction of a 1 MG Elevated Water Storage Tank and a 16-inch transmission main. Services also include bidding, general services during construction, environmental Phase I, cultural resources investigations, a geological assessment, topographic survey, and a property survey. STAFF RECOMMENDATIONS: Staff recommends executing Task Order CDM-15-006 for professional services relating to the Rabbit Hill 1 MG EST with CDM Smith, Inc. of Austin, Texas, in the amount of $389,200. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the 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 B&FAW Backup Material Task Order Backup Material Rabbit Hill EST Site Map Backup Material Page 16 of 75 Page 17 of 75 Page 18 of 75 Page 19 of 75 Page 20 of 75 Page 21 of 75 Page 22 of 75 Page 23 of 75 Page 24 of 75 Prop osed 16" Waterline from e xistin g wa terlineto proposed Rab bit Hill EST Prop osed Rabbit Hill EST EST P R O P O S E D M A Y S S T BLUEAGAVE LN C L E A R V I E W D R C L E A R V I E W D R C R I S M O N P A T C H D R Y U C C A BL O O M D R BL U E AGA V E LN C L O V E R D A L E L N C L E A R V I E W D R Y UCC AF L O WER L N C O M M E R C E B L V D L AKE T E R A VISTAWAY C L E A R V I E W D R BLU E AG AVE L N P A R K C E N T R A L B L V D W E S T I N G H O U S E R D W E S T I N G H O U S E R D W E S T I N G H O U S E R D R A B B I T H I L L R D W E S T I N G H O U S E R D R A B B I T H I L L R D R A B B I T H I L L R D W E S T I N G H O U S E R D R A B B I T H I L L R D C.I.P. 2014-15 Water ImprovementsRabbit Hill EST & 16" Waterline April 2015 U0 0.10.05 Miles Document Path: L:\Division\Gus\ENGINEERING SUPPORT\PROJECTS\CIP\2014-15\PROJECT EXHIBITS\CIP 2014-15 Rabbit Hill EST.mxdPage 25 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Consideration and possible recommendation to approve Task Order CDM-15-007 with CDM Smith, Inc. of Austin, Texas, for professional services related to the Berry Creek Wastewater Interceptor Improvements in the amount of $994,770.00. – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager. ITEM SUMMARY: This Task Order is Professional Engineering Services to prepare plans and specifications for the construction of approximately 15,000 linear feet of wastewater interceptor ranging in diameter from 30-inch to 36-inch from the existing Berry Creek lift station to the existing Sun City lift station. The alignment of the interceptor will generally follow Berry Creek. The purpose of the project is initially to divert flows in excess of the Sun City force main and gravity line to the Berry Creek wastewater treatment plant. Ultimately, the interceptor is part of the overall wastewater master plan and will allow wastewater to gravity flow to the Pecan Branch Wastewater Treatment Plant. Services also include bidding, general services during construction, topographic survey, boundary surveys, easement field notes and sketches, environmental Phase I, cultural resources investigations and a geological assessment. STAFF RECOMMENDATION: Staff recommends executing Task Order CDM-15-007 for professional services relating to the Berry Creek Wastewater Interceptor Improvements with CDM Smith, Inc. of Austin, Texas, in the amount of $994,770. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Wastewater CIP. See attached CIP Budgetary & Financial Analysis Sheet. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager. ATTACHMENTS: Description Type B&FAW Backup Material Task Order Backup Material Berry Creek WW Inter. Map Exhibit Page 26 of 75 Page 27 of 75 Page 28 of 75 Page 29 of 75 Page 30 of 75 Page 31 of 75 Page 32 of 75 Page 33 of 75 Page 34 of 75 Page 35 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Consideration and possible recommendation on a Third Amendment to the Non-Standard Water and Wastewater Service Agreement for Highland Meadows. -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: The proposed amendment allows for the assignment of the water agreement to a new owner. The wastewater obligations were transferred to the Highland Meadows MUD under a prior amendment. Additionally, the amendment provides for the inclusion of approximately 20 acres of land into the existing agreement. This expansion does not increase the amount of water available to the project. The Chisholm Trail SUD Board has already unanimously consented to the amendment. STAFF RECOMMENDATION: Staff recommends approving the proposed amendment. FINANCIAL IMPACT: There is no direct cost to the City. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director ATTACHMENTS: Description Type Highland Meadows Water Agreement Third Amendment Cover Memo Highland Meadows Expansion Cover Memo Page 36 of 75 1 THIRD AMENDMENT TO THE NON-STANDARD WATER AND WASTEWATER SERVICE AGREEMENT (Highland Meadows) THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This Third Amendment to the Non-Standard Water and Wastewater Service Agreement (“Third Amendment”) is entered into by and among the City of Georgetown, Texas, a Texas home rule municipality (“City”) and F-L HM Owner, L.P., a Delaware limited partnership (“Developer”). City and Developer may each be referred to herein as a “Party” and collectively as the “Parties.” Recitals A. WHEREAS, Chisholm Trail Special Utility District (“Chisholm”) and PCG Summit- Highland Meadows, L.P. (“PCG”) previously entered into that certain “Non-Standard Water and Wastewater Services Agreement” dated effective February 7, 2007 (the “Service Agreement”) setting forth the terms and conditions pursuant to which Chisholm agreed to provide retail water and wastewater services to certain real property identified in the Service Agreement (the “Property”); B. WHEREAS, Williamson-Liberty Hill Municipal Utility District (“Highland Meadows MUD”) is a conservation and reclamation district created by special act of the Texas Legislature effective June 15, 2007 encompassing the Property; C. WHEREAS, in November, 2008, PCG assigned to IMH Special Asset NT 192, LLC (“IMH”) all of PCG’s rights, title, interest, duties and obligations under the Service Agreement, and Chisholm consented to such assignment on November 20, 2008; D. WHEREAS, effective November 18, 2010, IMH and Chisholm entered into that certain “First Amendment to Non-Standard Water and Wastewater Services Agreement” extending the Service Agreement deadline for subdivision platting to December 31, 2015; E. WHEREAS, by “Assignment and Assumption Agreement” effective September 19, 2013, Chisholm assigned to Highland Meadows MUD all of Chisholm’s rights, title, interest and obligations in that certain Wholesale Wastewater Service Agreement dated February 7, 2007 with the Brazos River Authority and the City of Liberty Hill relating to the provision of wholesale wastewater collection, treatment and disposal services for the Property; F. WHEREAS, effective April 17, 2014, IMH and Chisholm entered into that certain “Second Amendment to Non-Standard Water and Wastewater Services Agreement” extending the Service Agreement subdivision platting deadline to December 31, 2017 and terminating Chisholm’s obligation to provide retail sewer service to the Property in light of the prior assignment of the Wholesale Wastewater Service Agreement by Chisholm to Highland Meadows MUD. The Service Amendment, as previously amended, is hereinafter referred to as the “Amended Service Agreement”; G. WHEREAS, effective July 10, 2014, Developer purchased the Property from IMH. In connection with the sale of the Property, IMH assigned, and Developer assumed, all of IMH’s rights, duties and obligations under the Amended Service Agreement. Developer provided notice to Chisholm of such assignment and assumption by correspondence dated July 24, 2014; Page 37 of 75 2 H. WHEREAS, in connection with the acquisition of the Property, Developer also acquired ownership of two lots adjacent to the Property previously platted as Lots 1 and 2, Twenty-Nine Ranch, a subdivision in Williamson County, Texas according to the map or plat of record in Cabinet K, Slides 115- 116, Plat Records, Williamson County, Texas (the “Additional Property”); I. WHEREAS, effective September 12, 2014, Chisholm conveyed all of its water system assets and facilities, and assigned all of its rights, duties and obligations under all service agreements and contracts, to Georgetown, including all of Chisholm’s rights, duties and obligations under the Amended Service Agreement; J. WHEREAS, Section 13.2(d) of the Amended Service Agreement authorizes assignment of the Amended Service Agreement by Developer to any municipal utility district encompassing the Property; provided, any such assignment is only effective after Chisholm (or its successors) and the municipal utility district enter into an instrument evidencing the duties of the Developer assumed by the municipal utility district; and K. WHEREAS, the Parties desire to enter into this Third Amendment to: (i) amend the definition of “Property” in the Amended Service Agreement to include the Additional Property; and (ii) to authorize the Developer to assign its rights, duties and interests in and to the Amended Service Agreement to Highland Meadows MUD as contemplated by the Amendment Service Agreement. NOW, THEREFORE, in exchange for the mutual benefits to be derived from this Third Amendment, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Definition of Property. The definition of “Property” in the Amended Service Agreement is hereby amended to include the Additional Property. 2. No Expansion of Service Commitment. Nothing in this Third Amendment shall be construed to alter or expand the service commitment available to the Property, and the maximum retail water service available to the Property (as amended hereby) remains 850 LUEs. 3. Consent to Assignment by Developer to MUD. The Developer is hereby authorized to assign its rights, duties, interests and obligations under the Amended Service Agreement to Highland Meadows MUD. The Developer shall provide a copy of any such assignment to City within thirty (30) days after execution thereof. Any such assignment shall include express wording confirming that Highland Meadows MUD agrees and consents to the assignment of the Service Agreement, and assumes all of Developer’s obligations thereunder. 4. Assignment by Chisholm to City. Developer hereby acknowledges and consents for all purposes to the prior assignment of the Amended Service Agreement by Chisholm to City. City hereby represents and agrees that it has assumed all of Chisholm’s rights, interest and obligations under the Amended Service Agreement and is authorized to enter into this Third Amendment. 5. Water Conservation. Notwithstanding any provision in the Amended Service Agreement to the contrary, Developer hereby agrees to comply with and require all contractors and builders working within the Property to comply with all applicable rules of the City regarding water conservation. 6. Effect on Amended Service Agreement. Except as specifically modified by this Third Amendment, all terms and conditions of the Amended Service Agreement shall remain in full force and effect. 7. Miscellaneous. Page 38 of 75 3 a. This Third Amendment may be simultaneously executed in any number of counterparts, each of which will serve as an original and, will constitute one and the same instrument. b. All other terms, conditions and provisions set out in the Amended Service Agreement, and its exhibits, unless specifically amended herein, shall remain in full force and effect. c. Except as otherwise defined herein, all capitalized terms shall have the meanings set forth in the Service Agreement. d. The “Effective Date” of this Third Amendment shall be the last date upon which it has been executed by both of the Parties. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, as of the Effective Date. CITY OF GEORGETOWN, TEXAS 113 East 8th Street Georgetown, TX 78626 By: DALE ROSS, Mayor Date: ATTEST: ____________________________________ JESSICA BRETTLE, City Secretary ACKNOWLEDGEMENT State of Texas § County of Williamson § This instrument was acknowledged before me on _______________________(date) by Dale Ross, Mayor of the City of Georgetown, Texas, a Texas home-rule municipal corporation, on behalf of the City of Georgetown, Texas. Notary Public, State of Texas Page 39 of 75 4 DEVELOPER: F-L HM OWNER, L.P., a Delaware limited partnership By: F-L HM GP, LLC, a Delaware limited liability company, its General Partner By: F-L HM Holdings, LLC, a Delaware limited liability company, its Sole Member By: FCA Highland, LLC, a Delaware limited liability company, its Administrative Member By: ____________________________ Name: ____________________________ Title: ____________________________ ACKNOWLEDGEMENT STATE OF ______________ § § COUNTY OF ____________ § This instrument was acknowledged before me on the __________ day of _____________, 2015, by ______________________, ___________________ of FCA Highland, LLC, as Administrative Member of F-L HM Holdings, LLC, as Sole Member of F-L HM GP, LLC, as General Partner of F-L HM Owner, L.P., a Delaware limited partnership, on behalf of said limited partnership. ____________________________________ Notary Public, State of Texas (SEAL) Page 40 of 75 Page 41 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Consideration and possible recommendation on a Water Agreement for the Caughfield Tract. -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: Caughfield is a proposed residential development generally located south of Hwy 29 between US 183 and Ronald Reagan Blvd. The overall commitment is for 1,095 single family units. The development is located in both the Liberty Hill and Leander Extraterritorial Jurisdictions (ETJ). This agreement only provides service to the approximately 421.46 located within Liberty Hill's ETJ. The area located in the Leander ETJ will be served by the City of Leander. Any offsite costs will be the responsibility of the developer. The proposed water agreement details standard terms and conditions by which the City will provide water service to the development. STAFF RECOMMENDATIONS: Staff recommends approval of the proposed agreement. FINANCIAL IMPACT: All development costs will be the responsibility of the developer. There is no direct cost to the city. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director ATTACHMENTS: Description Type Caughfield Water Agreement Backup Material Caughfield Exhibit A - Sketch Backup Material Caughfield Exhibit A - Metes & Bounds Backup Material Page 42 of 75 1 WATER SERVICE AGREEMENT (CAUGHFIELD) THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This Water Service Agreement (“Agreement”) is entered into as of the Effective Date, by and among the City of Georgetown, a Texas Home Rule Municipal Corporation (“City”); and Caughfield Ranch, Ltd., a Texas Limited Partnership (“Developer”). City and Developer are sometimes referred to as a “Party” or collectively as the “Parties.” RECITALS A. WHEREAS, City is a political subdivision of the State of Texas and the owner of certain water facilities that it utilizes to provide retail water services to its customers; and B. WHEREAS, Developer is the owner of that approximately 421.46 acres of real property known as Caughfield (the “Property”), more fully described in Exhibit “A” attached hereto, that Developer desires for single family residential purposes; C. WHEREAS, the Property is located outside the City’s extraterritorial jurisdiction and in the service area of Chisholm Trail Special Utility District’s (“CTSUD”) Certificate of Convenience and Necessity No. 11590 (“CTSUD’s CCN”); D. WHEREAS, the City has acquired all of the assets of CTSUD, including all of the assets necessary to provide retail water service to the Property, is currently operating and managing CTSUD’s water system pursuant to a contract between the City and CTSUD, and has filed an application with the Texas Commission on Environmental Quality (TCEQ) which has been forwarded Public Utility Commission (PUC) requesting approval of the transfer of CTSUD’s CCN to the City; E. WHEREAS, Developer desires to obtain retail water service for future residents and customers within the Property; F. WHEREAS, this Agreement is authorized by and consistent with state law and the City’s other ordinances, regulations, and other requirements governing development of subdivisions and provision of utility services by the City. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: I. DEFINITIONS Page 43 of 75 2 When used in this Agreement, the following terms will have the meanings set forth below: “Agreement” means this Water Service Agreement. “Effective Date” means the last day of execution of this Agreement by all Parties hereto. “Impact Fee” means a fee established and amended from time to time by the Board of Directors of CTSUD in accordance with Chapter 395 of the Texas Local Government Code to recover the costs of capital improvements required to provide service to new development. “Interests to be Acquired” means the Internal Facilities, all easements and interests within the Property to be conveyed under the terms set forth in this Agreement. “Internal Facilities” means the infrastructure, including all water transmission and distribution lines and related facilities, equipment, and appurtenances thereto, to be constructed by or on behalf of Developer and dedicated to City for purposes of extending water service from the Water System. The exact physical location, design and specifications of the Internal Facilities shall be identified in the plans and specifications submitted to City, and shall be subject to City’s review and approval. Internal Facilities may include infrastructure located outside the limits of the Property. “Living Unit Equivalent” or “LUE” means one single-family residential unit, or its equivalent calculated at the rate of 350 gallons of potable water per day, based on a 30-day average. “Notice and Opportunity to Cure” means that, before any right of termination or other remedy authorized hereunder may be exercised (i) the Party who intends to exercise such right or remedy must deliver to the other Party a written notice which specifies the reason(s) for the intended exercise and the action(s) necessary to avoid it, and (ii) the other Party fails to cure, within thirty (30) days after receipt of such written notice, the specified problem(s) that would justify the intended exercise. “Offsite Transmission Line Improvements” means the infrastructure, including water transmission and distribution lines and related facilities, equipment, and appurtenances thereto, to be designed and constructed by Developer at its sole cost and expense and approved by and dedicated to the City for purposes of connecting the Property to the Water System and more further described in Section 6.3. “Property” means that certain real property consisting of approximately 421.46 acres known as Caughfield, and located in Williamson County being more particularly described on Exhibit “A” attached hereto. “Service Commitment” means the 1095 LUEs of retail water service that City agrees to make available to the Property in accordance with the terms and conditions of this Agreement. “TCEQ” means the Texas Commission on Environmental Quality or any successor agency. Page 44 of 75 3 “Transfer” means the conveyance of the Interests to be Acquired to the City. “Water Acquisition Fee” means an annual fee determined by City to be paid by or on behalf of Developer for the costs of acquiring water for up to 1095 LUEs, to be calculated in accordance with Section 4.2 of this Agreement. “Water Acquisition Fee Period” means a period of time beginning upon the execution of this Agreement and ending at the earlier of the following: (i) at such time as there are 547 LUEs of active connections within the Property, such number of connections being equal to approximately fifty percent (50%) of the total Service Commitment made available hereunder; or (ii) upon termination of this Agreement according to its terms, in which event City’s commitment for water service to the Property shall also terminate. “Water System” means the water system now owned or to be acquired by City to serve City’s water service territory and the area included within CTSUD’s CCN, and any expansions, improvements, enlargements, additions and replacements thereto, including the Interests to be Acquired, subject to the terms of this Agreement. II. PROVISION OF WATER SERVICES Service Commitment. (a) Subject to the terms and conditions of this Agreement, including the payment of all applicable fees and charges as set forth below, City agrees to provide water service to customers within the Property in a quantity not to exceed the Service Commitment. The quantity of water service made available to any connection within the Property will be determined according to meter size in accordance with the City’s rules, regulations, and policies. (b) City’s obligation to serve the Property is expressly contingent on Developer’s compliance with its obligations under this Agreement and with City’s rules, regulations, and policies. (c) City shall have no obligation to provide water service to any portion of the Property until all of the following condition precedents have been satisfied: (i) the lands to be furnished water service have received final subdivision plat approval by all governmental entities with jurisdiction, and recorded for the phase of development within the Property to be furnished water service; and (ii) City has received all necessary governmental approvals for the provision of services to the Property; and (iii) the Internal Facilities required to provide service the Property have been completed in accordance with plans and specifications approved by City, are operational, and have been conveyed to and accepted by City; and Page 45 of 75 4 (iv) all easements and other real property interests in Property required to be conveyed to City under this Agreement have been dedicated to City; and (v) all required fees and charges have been paid to City Service. City shall provide water service to customers in the Property in accordance with its standard rules and policies and the applicable laws and regulations of the State of Texas. Minimum Pressure. City will deliver potable water to customers within the Property at a minimum pressure of 35 pounds per square inch at each retail customer meter, or as may otherwise be required by the applicable rules of TCEQ. Fire Flows. City agrees to make service available to the Property at a flow rate not less than 1,500 gallons per minute for a minimum flow rate duration of two (2) hours. Neither this provision, nor any other terms of this Agreement, shall be construed as any guarantee or representation by City that the water service furnished by City to the Property will be sufficient to prevent or control any fire, and City expressly disclaims any such responsibility. Dead Ends. Developer acknowledges and agree to install at its sole expense automatic flush valves on all dead ends constructed within the Property. Wastewater, Drainage, and Other Services. City will have no obligation with regard to the construction, ownership, operation, or maintenance of wastewater, drainage, water quality, or other non-water service facilities, except as may be required by other separate agreements. Water System Operations. Subject to the terms of this Agreement, City will be responsible for operating and maintaining the Water System in good working order; for making all needed replacements, additions, and improvements as required for the operation of the facilities; for reading meters, billing, and collecting from all customers; and for performing all other usual and customary services and administrative functions associated with retail water utility systems. Source of Water Supply. City shall have sole discretion in determining the source of water supply to be used for the provision of retail water service to the Property. Service Subject to State and Local Approvals. Notwithstanding other provisions in this Agreement, City will not provide water service in the manner described in this Agreement unless Developer obtains at its sole cost and expense all necessary permits, certificates, and approvals for the Property from Williamson County, TCEQ, and other applicable local, state, or federal government bodies to which it is subject. Water Conservation. (a) City may curtail service to the Property in times of high system demand or drought, or as may be required by City’s Water Conservation Plan or Drought Contingency Plan, by other regulatory authorities, by entities from whom City purchases water supplies, in the same manner as such curtailment is imposed on other similar customers of City. Page 46 of 75 5 (b) Prior to the sale or conveyance of any lot within the Property, Developer agrees to record in the Official Property Records of Williamson County, Texas, deed restrictions prohibiting the re-subdivision of any residential lot into multiple lots, prohibiting private water wells for domestic and drinking water purposes, and imposing those restrictions consistent with those water conservation provisions set forth in the City’s Water Conservation and Drought Contingency Plans in their current form, or as may be amended from time to time, which restrictions shall be made applicable to each owner of property within each such subdivision. The deed restrictions shall specifically provide that they are enforceable by the City, its successors and assigns or any entity that acquires the Water System or CCN, and may not be amended without City’s consent. III. BUILD-OUT SCHEDULE Build-out Schedule. (a) Developer agrees that on or before the second anniversary of the Effective Date there will be 110 LUEs of active connections within the Property, such number of connections being equal to ten percent (10%) of the total Service Commitment made available hereunder. In the event that there are not the requisite number of LUEs of active connections, Developer agrees that on or before the second anniversary of the Effective Date, Developer will pay or cause to be paid to City, on a monthly basis, an amount equivalent to the base rate to be charged by City in accordance with City’s policies, rates, and regulations then in effect for the difference between the required number of active connections and the actual number of active connections within Property. (b) Developer agrees that after the second anniversary of the Effective Date (730 days after the Effective Date) there will be an additional 110 LUEs of active connections within Property each year, such number of connections being equal to approximately ten percent (10%) of the total Service Commitment made available hereunder, until the number of active connections is equal to 876 (80%) LUEs of active connections, such number of connections being equal to approximately eighty percent (80%) of the total Service Commitment made available hereunder. In the event that there are not the requisite number of LUEs of active connections as of the anniversary of the Effective Date, Developer will pay or cause to be paid to City, on a monthly basis, an amount equivalent to the base rate to be charged by City in accordance with City’s policies, rates, and regulations then in effect for the difference between the required number of active connections and the actual number of active connections within Property. (c) The required build-out schedule is further described in Exhibit “B”, attached hereto and incorporated herein by reference. Developer acknowledges and agree that its failure to have completed the requisite number of active connections as of the respective anniversary of the Effective Date or failure to timely pay in full the appropriate fee equivalent to the base rate for the difference between the required number of active connections and the actual number of active connections is a material breach of this Agreement. Without limitation, City may refuse to provide any additional service within Property until such time as the breach is cured. In the event of such a breach, City may also exercise all rights and remedies available at law or in Page 47 of 75 6 equity, including termination, in which event, City’s obligation to provide service to any new connections within Property under this Agreement shall terminate. IV. RATES, FEES, CHARGES, AND OTHER PAYMENT OBLIGATIONS Rates. Except as otherwise provided in this Agreement, all retail water customers within the Property will pay the applicable standard rates, fees, and charges for retail water service, as established and amended by the governing body of the water certificate of convenience and necessity holder from time to time. Water Acquisition Fees. (a) Developer agrees to pay or cause to be paid the Water Acquisition Fee to City during the Water Acquisition Fee Period. The Water Acquisition Fee is currently equal to $6.00 per LUE per year based on the Service Commitment. The Water Acquisition Fee may be adjusted from time to time by City. (b) The first annual Water Acquisition Fee payment shall be made by Developer to City within thirty days of the Effective Date. (c) All subsequent payments of the Water Acquisition Fee shall be made in full by Developer to the City on or before January 1 of each year that this Agreement remains in effect or until the end of the Water Acquisition Fee Period as defined herein. (d) Developer acknowledges and agrees that failure by them to timely pay in full the Water Acquisition Fee is a material breach of this Agreement. Without limitation, City may refuse to provide any additional service within the Property until such time as the breach is cured. In the event of such a breach, City may also exercise all rights and remedies available at law or in equity, including termination, in which event, City’s obligation to provide service to any new connections within the Property under this Agreement shall terminate. Impact Fees. (a) If the Property is entirely or partially located within a Municipal Utility District (MUD), then within thirty (30) days after the City approves a final plat for a portion of the Property which will receive water service under this Agreement, Developer will pay or cause to be paid the Impact Fee then in effect multiplied by the number of meters for the lots contained within the final plat. In return for payment of the foregoing sum, City shall credit applicants for service for such meters with the corresponding amount of the Impact Fees so paid. (b) If no part of the Property is located within the boundary of a MUD, then at the time that Developer is prepared to set a meter for an active connection within the Property, Developer will make a plumbing permit application to the City’s Permitting and Inspections Department. Along with its permit application, Developer agrees that it will pay or cause to be paid the impact fee then in effect multiplied by the number of meters it requests to be set at that time. In return for payment of the foregoing sum, the applicable entity shall credit applicants for service for such meters with the corresponding amount of the impact fees so paid. Page 48 of 75 7 (c) Developer acknowledges and agrees that City will have absolutely no obligation to provide service to any lots within Property unless and until the Impact Fee for that lot has been paid. Irrigation or Second Meter on a Lot. Any applicant for service within the Property that requests service in excess of one LUE (i.e., service in excess of 350 gallons of potable water per day), for service other than domestic service, or that would result in City providing more cumulative service within the Property than the Service Commitment, will be required to pay the standard fees and charges for water service set forth in the applicable rules and policies, including impact fees, at the time of application for service. Other Connection Fees and Charges. Except as otherwise provided herein, each applicant for retail service within the Property shall be required to pay to City all applicable charges, fees, and deposits for water service, as such fees may be amended by the City from time to time. Consultant Fees. City acknowledges prior receipt of a utility evaluation request fee from Developer. In the event City’s engineering, legal, or other consulting costs exceed the amount of the fee previously received, then City shall send a written invoice for payment to the Developer. Within thirty (30) days after the date of the invoice, and as a condition precedent to performance by City under this Agreement, Developer agrees to pay the full invoiced sum. If payment is not timely received by City, City may suspend the provision of additional service to the Property, terminate this Agreement, or pursue any other remedy available at law or in equity. V. INTERNAL FACILITIES 5.1 Internal Facilities. (a) Developer will construct, or cause to be constructed, all Internal Facilities required to extend retail water services to the Customers within the Property from the Water System, including all facilities and equipment required to connect the Internal Facilities to the Water System. The Internal Facilities shall also include permanent flushing assemblies of a type and at a location approved by City at dead ends. Upon completion of construction of each phase of the Internal Facilities, Developer will provide City with a certificate of completion from a licensed professional engineer certifying that the Internal Facilities have been completed in accordance with the approved plans and specifications. The date upon which the certificate of completion is provided to City shall be the “Completion Date.” Within thirty days after the Completion Date, Developer shall transfer and convey, or cause to be transferred and conveyed, the completed Internal Facilities to City in accordance with the terms of Article VIII below. (b) Per the terms of a separate agreement between the City of Georgetown, Chisholm Trail Special Utility District, and the City of Leander, the Water System as defined by this Agreement and owned and maintained by the City may not serve customers in the City of Leander Extraterritorial Jurisdiction. Furthermore, interconnections between the Water System and the City of Leander water system shall be prohibited unless allowed by separate agreement between the City of Georgetown and the City of Leander. Page 49 of 75 8 5.2 Design of the Internal Facilities. All physical facilities to be constructed or acquired as a part of the Internal Facilities will be designed by a qualified registered professional engineer selected by or on behalf of Developer. The design will be subject to the approval of City and all governmental agencies with jurisdiction. The Internal Facilities shall be designed so as to provide continuous and adequate service within the Property and so as to ensure their compatibility with City’s existing water system. The Internal Facilities will include any equipment necessary for water transmission and distribution, water services through the meter box, pressure reducing valves, air release valves, flow control/shut-off valves, master meters, backflow prevention devices, fire hydrants, flushing assemblies, and other equipment as may be specified by City. Developer further agrees to install, or cause to be installed, meter boxes and a flow indicator for fire lines, if any. Any variance to the plans or specifications approved by City or specified in this Agreement must be submitted in writing to City and is subject to City’s sole discretion and approval. If the Internal Facilities are not in compliance with the agreed specifications approved by City, then City may pursue any remedy provided in this Agreement, or may require that Developer replace the facilities. 5.3 Construction of Facilities. (a) The Internal Facilities will be constructed, and all related easements, equipment, materials, and supplies will be acquired by Developer, and all construction contracts and other agreements will contain provisions to the effect that any contractor, materialman, or other party thereto will look solely to Developer for payment of all sums coming due thereunder and that City will have no obligation whatsoever to any such party. (b) The Internal Facilities will be constructed in a good and workmanlike manner and all material used in such construction will be substantially free from defects and fit for their intended purpose. City may have an on-site inspector to inspect and approve the construction, which approval will not be unreasonably withheld or delayed. Developer shall not cover or allow to be covered any portion of the Internal Facilities until City has the reasonable opportunity to inspect the facilities. City will notify Developer of any construction defects coming to its attention as soon as practicable. (c) Upon completion of construction of each phase of the Internal Facilities, Developer agrees to furnish City with one reproduction, one blue-line copy, and one set of computer files in an electronic format specified by City of the as-built or record drawings of each facility promptly upon completion thereof. 5.4 Warranty. Except as otherwise specified, Developer agrees to repair or cause to be repaired all defects in materials, equipment, or workmanship for the Internal Facilities appearing within two (2) years from the Completion Date to comply with the approved plans and specifications for the Internal Facilities. Upon receipt of written notice from City of the discovery of any defects, Developer shall promptly and at no cost to the City remedy the defects and replace any property damaged therefrom. In case of emergency where delay would cause serious risk of loss or damage to City or its customers, or if Developer, after notice, fails to proceed promptly toward such remedy within thirty (30) days or within another period of time which has been agreed to in writing, City may have defects in the Internal Facilities corrected in compliance with the terms of this warranty and guarantee, and Developer shall be liable for all actual out-of-pocket costs and expenses incurred by City in so doing. Page 50 of 75 9 5.5 Assignment of Warranty Obligations. In addition to Developer’s duty to repair, as set forth above, Developer expressly assume all warrant y obligations required by City under the approved plans and specifications for specific components, materials, equipment, or workmanship. Developer may assign, or cause to be assigned, to City, by written instrument in a form approved by counsel for City, a complying warranty from a manufacturer, supplier, or contractor. Where an assigned warranty is tendered and accepted by City that does not fully comply with the requirements of the agreed specifications, Developer shall remain liable to City on all elements of the required warranty that are not provided by the assigned warranty. 5.6 Maintenance Bond. Developer agrees to provide to City a Maintenance Bond in a form and from a surety acceptable to City for all Internal Facilities. The Maintenance Bond shall provide for the repair of any defects in materials, equipment, or workmanship for the Internal Facilities appearing within two years from the Completion Date, and shall be in an amount equal to twenty five percent (25%) of the total construction costs for the Internal Facilities, as determined by City. Developer may furnish a proposed form of Maintenance Bond or proposed surety to City at any time to secure City’s approval to the form thereof and/or approval of the surety. 5.7 Insurance. Developer shall require that all workers involved with the installation and construction of the Internal Facilities are covered by workers’ compensation insurance as required by the laws of the State of Texas. Developer shall also procure and maintain, at its own cost, or require that its contractors procure and maintain, comprehensive general liability insurance insuring against the risk of bodily injury, property damage, and personal injury liability occurring from, or arising out of, construction of the Internal Facilities, with such insurance in the amount of a combined single limit of liability of at least $1,000,000 and a general aggregate limit of at least $1,000,000. Such insurance coverage shall be maintained in force at least until the completion, inspection, and acceptance of the Internal Facilities by City. City shall be named as an additional insured on all such insurance coverages. VI. OFFSITE TRANSMISSION LINE IMPROVEMENTS 6.1 General. Developer shall be responsible for the design and construction of the Offsite Transmission Line Improvements, including payment of all costs associated therewith, in accordance with the same terms and conditions applicable to the Internal Facilities, as set forth in Sections 5.1 through 5.7 above. 6.2 Operation and Maintenance Responsibility. After the Completion Date of the Offsite Transmission Line Improvements, and subject to Warranty terms contained within Section 5.4 the City shall be responsible for ownership, operation, and maintenance of the Offsite Transmission Line Improvements. 6.3 Offsite Transmission Line Improvements. Developer shall construct an 18” diameter water line connecting to the Water System at US Highway 183 and a 12” water line connecting to the Water System generally located at State Highway 29 and County Road 266. Either the 12” or 18” line is required for the first phase of development. The remaining connection is required as a condition of acceptance beyond 500 LUEs. Actual locations of connections will be determined during design and approved by the City. Page 51 of 75 10 VII. REAL PROPERTY 7.1 Internal Easements. (a) All Internal Facilities located within Property shall be constructed within public rights-of-way or within exclusive perpetual easements dedicated or conveyed as the City may determine to be reasonably necessary for the ownership, operation, and maintenance of, and including access to, the Internal Facilities. City shall approve the physical location of water lines within public rights-of-way or easements relative to other utility infrastructure, when such facilities are authorized by City to be located therein, to prevent conflicts with other utilities, road improvements, or drainage improvements. (b) All easements must have a minimum width of twenty (20) feet, unless otherwise required by City or specified in this Agreement. (c) All easements shall be dedicated or conveyed to the City at no cost to the City. (d) All easements shall be at locations approved by City and in the form approved by counsel for City. (e) Executed easements shall be furnished to, and recorded by, City prior to the provision of water service to the Property, but the commencement of water service by City to Property shall not waive or relinquish Developer’s obligation to provide any and all such easement(s). 7.2 Off-Site Real Property Interests. (a) Developer is responsible for obtaining perpetual off-site real property easement(s) for the any easements for the Offsite Transmission Line Improvements as provided herein. (b) Developer agrees to make a good faith effort to secure the off-site easements at the sole cost and expense of Developer. If Developer is unable to secure the off-site easements, Developer may send written notice requesting the assistance of the City in securing the off-site easements and demonstrating Developer’s good faith efforts to secure the off-site easements. (c) Within thirty (30) days of receipt of the written request from Developer demonstrating its good faith efforts to secure the off-site easements, City shall provide a preliminary written estimate to Developer of projected costs and expenses related to City’s acquisition of the off-site easements. Developer shall provide payment in the full amount of the written estimate to City within thirty (30) days after receipt of the written estimate. Developer shall pay all costs and expenses incurred by City relating to the acquisition of the off-site 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 easement, and purchase or condemnation costs incurred by City, including any litigation related thereto (including legal fees, witness costs, and court costs). In the event that the actual costs of easement acquisition exceed the original estimate, Developer shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from Page 52 of 75 11 City. In the event that the actual costs of easement acquisition are less than this sum, City shall promptly refund the excess amount to Developer. (d) Developer acknowledges and agrees that City will not authorize its consultants to acquire the off-site easements until the foregoing payments are received in full. Failure by Developer to timely pay any invoice in full shall constitute a material breach of this Agreement. In the event that Developer fails or refuses to provide timely payment for services in accordance with the foregoing provisions, then City may cease all easement acquisition services, terminate this Agreement, and pursue any and all remedies available at law or in equity. VIII. CONVEYANCE AND TRANSFER 8.1 Interests to be Acquired. Subject to the conditions set out in this Agreement, Developer agrees to convey to City the following, which are collectively referred to as the “Interests to be Acquired”: (a) the Internal Facilities, Offsite Transmission Line Improvements, or any portions thereof, when they are finally constructed and accepted by City; (b) all easements necessary for the operation and maintenance of and access to the Internal Facilities and any other easements required by City; (c) all maps, drawings, engineering records, and office records in the possession of Developer relating to the Internal Facilities and Offsite Transmission Line Improvements (the “Records”); and (d) all of the contracts, leases, warranties, bonds, permits, franchises, and licenses in the possession of Developer related to or arising out of the acquisition, construction, and operation of the Interests to be Acquired (the “Contracts”). 8.2 Transfer. (a) Prior to Transfer, Developer shall deliver to the City the following items: (i) One (1) complete set of construction plans for the Internal Facilities and Offsite Transmission Line Improvements certified as “as-built” by the designing engineer in the format requested by the City; and (ii) Copies of all documents evidencing transfer or assignment of all contractor, subcontractor, consultant, and manufacturer and all other contractual rights, warranties, guarantees, assurances of performance, and maintenance bonds related to the Internal Facilities; and (iii) Certifications that there are no liens or other encumbrances on the Internal Facilities and Offsite Transmission Line Improvements, including copies of lien releases in form and substance acceptable to the City; and (iv) All easements to be conveyed to the City, including metes and bounds descriptions and surveys; and Page 53 of 75 12 (v) The Contracts (defined above); and (vi) The Records (defined above). (b) Time and Manner of Transfer. The Internal Facilities and Offsite Transmission Line Improvements shall be transferred to the City within the time period set forth in Section 5.1 of this Agreement. The Internal Facilities and Offsite Transmission Line Improvements shall be deemed to be transferred to the City when the City issues a written letter of acceptance for same evidencing the City’s consent to accept the Internal Facilities and Offsite Transmission Line Improvements for ownership, operation and maintenance. IX. CONDITIONS, REPRESENTATIONS AND WARRANTIES Indemnification. TO THE FULLEST EXTENT AUTHORIZED BY LAW, DEVELOPER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS, SUITS, CAUSES OF ACTION, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, LIABILITIES, AND COSTS, INCLUDING REASONABLE ATTORNEY FEES AND DEFENSE COSTS INCURRED BY CITY ARISING OUT OF OR RELATING TO THE BREACH OF ANY AGREEMENT, WARRANTY, OR REPRESENTATION OR OTHER OBLIGATION OF DEVELOPER UNDER THIS AGREEMENT. DEVELOPER FURTHER AGREES TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS, SUITS, CAUSES OF ACTION, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, LIABILITIES, AND COSTS, INCLUDING REASONABLE ATTORNEY FEES AND DEFENSE COSTS ARISING OUT OF OR RELATING IN ANY WAY TO DEVELOPER’S NONCOMPLIANCE WITH APPLICABLE LAWS, ORDINANCES, AND REGULATIONS AND/OR FAILURE TO OBTAIN REQUIRED PERMIT(S) AND APPROVAL(S) GOVERNING DEVELOPMENT OF THE PROPERTY OR PERTAINING TO THIS AGREEMENT, EXCEPTING ONLY THOSE DAMAGES, LIABILITIES, OR COSTS ATTRIBUTABLE TO THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY OR ITS ASSIGNS. This indemnity shall survive the termination of this Agreement and shall be binding upon and inure to the benefit of the Parties and their respective successors, representatives, and assigns. Representations of Developer. Developer acknowledges, represents, and agrees that: (a) It is qualified in all respects to conduct business within the State of Texas; (b) Except under any financing documents that will be released at the prior to Transfer, it has not created or permitted any third person to create any liens, leases, options, claims, encumbrances, or any other adverse rights, claims, or interests with respect to any Interests to be Acquired that will prevent or hinder its ability to transfer good and warrantable title in same to City; (c) It will be the true and lawful owner of the Interests to be Acquired, except as provided under financing documents that will be released prior to Transfer, no other third person Page 54 of 75 13 or entity, public or private, will possess a right or interest, legal or equitable, nor any lien, encumbrance, or other adverse claim, present or contingent, in or to the Interests to be Acquired; (d) Except as provided under financing documents that will be released prior to Transfer it has not previously sold, assigned, transferred, leased, pledged, or hypothecated its ownership interest in or to Interests to be Acquired and, prior to the Transfer contemplated in this Agreement, will not sell, assign, transfer, lease, pledge, or otherwise hypothecate any interest in or to the Interests to be Acquired to any third person or entity, except as provided under financing documents that will be released at the time of Transfer; (e) It has not entered into any agreement, written or oral, with any third party, wherein any such third party has agreed to reimburse it for the cost of design or construction of the Interests to be Acquired or any portion thereof, or wherein any third party has acquired a right to purchase such facilities; (f) The contemplated transfer of the Interests to be Acquired constructed by Developer will not violate any term, condition, or covenant of any agreement to which it is a party; (g) Execution of this Agreement and the consummation of the transactions contemplated hereunder will not constitute an event of default under any contract, covenant, or agreement binding upon it; (h) The contemplated transfer of the Interests to be Acquired constructed by Developer to City will not violate the provisions of the United States Constitution, the Texas Constitution, or any federal, state, or local law, ordinance, or regulation; (i) It has not previously granted any right or option to any other person, entity, or political subdivision to acquire or use the Interests to be Acquired to be constructed by Developer, and agrees to defend and hold City harmless from all claims or causes of action asserted by any third person, entity, or political subdivision alleging a right or option to acquire or use the Interests to be Acquired constructed by Developer, or any portion thereof; and (j) Except as provided herein, it has not previously entered into any agreement or caused or otherwise authorized any action that would diminish, eliminate, or adversely affect City’s contemplated ownership or use of the Interests to be Acquired. City is executing this Agreement in reliance on each of the warranties and representations set forth above and each such representation and warranty will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. Representations of City. City represents and warrants to Developer that: (a) City is a Home Rule Municipal Corporation of the State of Texas and has the requisite power and authority to take all necessary action to execute and deliver this Agreement and to perform all obligations hereunder; Page 55 of 75 14 (b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of City and the person executing this Agreement on behalf of City has been fully authorized and empowered to bind City to the terms and provisions of this Agreement; (c) This Agreement does not contravene any law or any governmental rule, regulation, or order applicable to City; and (d) The execution and delivery of this Agreement and the performance by City of its obligations hereunder do not contravene the provisions of, or constitute a default under, the terms of any contract, resolution, or other instrument to which City is a party or by which City is bound. Developer is executing this Agreement in reliance on each of the warranties and representations set forth above and each such representation and warranty of City will survive the execution and delivery of this Agreement and the consummation of each of the transactions contemplated by this Agreement. Survival of Covenants. The covenants contained in this Article will survive the conveyance, transfer, and assignment of the Interests to be Acquired after Transfer and will continue to bind City and Developer as provided herein. X. REMEDIES City Remedies. (a) If Developer fails or refuses to timely comply with any of their obligations hereunder, or if Developer’s representations, warranties, or covenants contained herein are not true or have been breached, City will have the right to enforce this Agreement by any remedy at law or in equity or under this Agreement to which it may be entitled; to terminate this Agreement; or to waive the applicable objection or condition and to proceed in accordance with the remaining terms. (b) If City determines that any of Developer’s representations, warranties, or covenants are not true, then City may avail itself of any remedy at law or in equity or under this Agreement to which it may be entitled. Developer Remedies. (a) If City fails or refuses to timely comply with their respective obligations hereunder, or if, prior to Transfer, City’s representations or warranties contained herein are not true in any material respect or its covenants have been breached, Developer will have the option, after providing Notice and Opportunity to Cure, to enforce this Agreement by any remedy in equity to which it may be entitled; or to waive prior to Transfer, as applicable, the applicable default, objection, or condition and proceed to close the transaction in accordance with the remaining terms. Page 56 of 75 15 (b) If, after Transfer, Developer determines that any of City’s representations, warranties, or covenants which applied to the Transfer are not true in any material respect, then the Developer may avail itself of any remedy in equity to which it may be entitled. (c) Notwithstanding any provision herein to the contrary, Developer waives all present and future claims for special and consequential damages against City arising from or related to this Agreement. Such waiver shall survive any termination or expiration of this Agreement. Default in Payments. (a) All amounts due and owing by Developer to City shall, if not paid when due, bear interest at the Texas post-judgment interest rate as set out in Texas Civil Practice & Remedies Code, or any successor statute, from the date when due until paid, provided that such rate shall never be usurious or exceed the maximum rate as permitted by law. If any amount due and owing by Developer to City is placed with an attorney for collection, and the City prevails in any litigation or arbitration involving the collection, Developer shall bay the City’s costs and attorneys’ fees, and such payments shall be in addition to all other payments provided for by this Agreement, including interest. (b) In the event of any failure to provide a required payment hereunder by Developer, Developer agrees that City may, in its sole discretion, decline to sign any additional final plats for subdivisions within the Property until payment in full is made to City. Disputed Payment. If Developer at any time disputes the amount to be paid by it to City, Developer shall nevertheless promptly make or cause to be made the disputed payment or payments, but Developer shall thereafter have the right to seek a determination whether the amount charged by City is in accordance with the terms of this Agreement. Default. Unless otherwise provided in this Agreement, if either Party (referred to herein as the “Defaulting Party”) fails to comply with its obligations under this Agreement or is otherwise in breach or default under this Agreement (collectively, a “Default”) other than Default for non-payment of money, then the other Party (referred to herein as the “Non- Defaulting Party”) may not invoke any rights or remedies with respect to the Default until and unless the Non-Defaulting Party delivers to the Defaulting Party a Notice and Opportunity to Cure and the Defaulting Party fails to cure as required. XI. NOTICES Addresses. All notices hereunder from Developer to City will be sufficient if sent by certified mail, addressed to City to the attention of City Manager, City of Georgetown, P.O. Box 409, Georgetown, TX 78627. All notices hereunder to Developer will be sufficiently given if sent by certified mail or facsimile transmission with confirmation of delivery to Garrett Martin, Caughfield Ranch, Ltd., 9111 Jollyville Road, Suite 111, Austin, Texas, 78759. The address for delivery of notice may be changed by any Party by providing not less than five (5) days prior written notice thereof to the other Parties. XII. Page 57 of 75 16 TERM AND TERMINATION Term. This Agreement shall be effective for a period of ten (10) years from the Effective Date unless otherwise terminated according to its terms. Any outstanding payment obligation of either Party shall survive termination. Effect of Termination. Notwithstanding any termination of this Agreement on terms provided herein, City’s obligation(s) to furnish water services to all retail water customers residing within the Property to which City is providing Service at the time of termination survives the termination of this Agreement. XIII. MISCELLANEOUS Execution. This Agreement may be simultaneously executed in any number of counterparts, each of which will serve as an original and will constitute one and the same instrument. Costs and Expenses. Except as otherwise expressly provided herein, each Party will be responsible for all costs and expenses and attorney’s fees incurred by such Party in connection with the transaction contemplated by this Agreement. Governing Law. This Agreement will be governed by the Constitution and laws of the State of Texas, except as to matters exclusively controlled by the Constitution and Statutes of the United States of America. Successors and Assigns. (a) Developer shall not assign its rights or obligations hereunder without the prior written consent of City. (b) Developer and City acknowledge the Developer is in the process of seeking the creation of, and incorporation of the Property into one or more municipal utility districts (each, a “MUD”, and collectively, the “MUDs”). Developer and City contemplate that Developer and the MUDs will finance, construct, and dedicate to the City the facilities required for City to provide retail potable water service to the customers within the MUDs under this Agreement in accordance with Section 54.2351 of the Texas Water Code, which authorizes a municipal utility district to enter into a contract with a special utility district to acquire, through the issuance of debt or other means, and convey to the special utility district all or part of a water supply, treatment, or distribution system, which the special utility district may then use to provide retail water service to customers within the municipal utility district. Developer intends, and City acknowledges that, subject to the creation of the MUDs, the costs, fees, and charges and the construction and conveyance of water service facilities contemplated under this Agreement will be performed by Developer on behalf of the MUDs. The Parties agree that each MUD will have the right to reimburse Developer or other persons that pay costs, fees, or charges or construct facilities on behalf of such MUD under this Agreement in accordance with Section 54.2351 of the Texas Water Code. Promptly after confirmation of creation of the MUDs, Developer and City will, acting in good faith, amend and restate the Agreement to (a) join the MUDs as parties; (b) set forth the terms and conditions on which Developer and the MUDs will finance, construct, Page 58 of 75 17 and dedicate to City the facilities required for City to provide retail potable water service to customers within the MUDs in accordance with Section 54.2351 of the Texas Water Code; and (c) address such other conforming changes as may be necessary or appropriate to reflect the joinder of the MUDs and other matters contemplated in this Section. (c) City has the right to assign its rights or obligations hereunder without the prior written consent of the Developer. (d) This Agreement shall be binding upon the permitted successors and assigns of Developer and City, and shall inure to the benefit of the successors and assigns of Developer and City. Headings. The captions and headings appearing in this Agreement are inserted merely to facilitate reference and will have no bearing upon its interpretation. Partial Invalidity. If any of the terms, covenants or conditions of this Agreement, or the application of any term, covenant, or condition, is held invalid as to any person or circumstance by any court with jurisdiction, the remainder of this Agreement, and the application of its terms, covenants, or conditions to other persons or circumstances, will not be affected. Waiver. Any waiver by any Party of its rights with respect to a default or requirement under this Agreement will not be deemed a waiver of any subsequent default or other matter. Amendments. This Agreement may be amended or modified only by written agreement duly authorized by the governing body of City and Developer, and executed by the duly authorized representatives of all Parties. Cooperation. Each Party agrees to execute and deliver all such other and further instruments and undertake such actions as are or may become necessary or convenient to effectuate the purposes and intent of this Agreement. Venue. All obligations of the Parties are performable in Williamson County, Texas and venue for any action arising hereunder will be in Williamson County. Third Party Beneficiaries. Except as otherwise expressly provided herein and except with respect to any contracts assumed by City, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties, any rights, benefits, or remedies under or by reason of this Agreement. Representations. Unless otherwise expressly provided, the representations, warranties, covenants, indemnities, and other agreements will be deemed to be material and continuing, and will not be merged. Exhibits. All exhibits attached to this Agreement are hereby incorporated in this Agreement as if the same were set forth in full in the body of this Agreement. Entire Agreement. This Agreement, including the attached exhibits, contains the entire agreement between the Parties with respect to the Interests to be Acquired and supersedes all Page 59 of 75 18 previous communications, representations, or agreements, either verbal or written, between the Parties with respect to such matters. Approvals. All approvals of any party hereunder shall be in writing. CTSUD’s CCN. The parties understand and acknowledge that the Property is currently located within the water certificate and convenience service area of CTSUD’s CCN. However, by contract, City owns and operates the water system that will serve the Property. Until the CTSUD water certificate and convenience and necessity is transferred to the City or the City otherwise acquires a water certificate of convenience and necessity that includes the Property, retail customers on the Property will be considered retail water customers of CTSUD. The Developer hereby agrees to support and not directly or indirectly oppose any efforts by City to acquire or seek transfer of a water certificate of convenience and necessity that would include the Property. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, as of the Effective Date. [SIGNATURE PAGES FOLLOW] Page 60 of 75 19 CITY OF GEORGETOWN By: Dale Ross, Mayor Approved as to Form: _____________________________ Bridget Chapman, City Attorney THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the _____ day of ________________, 20__, by Dale Ross, Mayor of the City of Georgetown, on behalf of the City. _______________________________________ Notary Public, State of Texas CHISHOLM TRAIL SPECIAL UTILITY DISTRICT CONSENT By: Delton Robinson, President THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the _____ day of ________________, 20__, by Delton Robinson, President of Chisholm Trail Special Utility District, a conservation and reclamation district created and functioning under the laws of the State of Texas, on behalf of said conservation and reclamation district. _______________________________________ Notary Public, State of Texas Page 61 of 75 20 Caughfield Ranch, Ltd., a Texas limited partnership: By: Caughfield Ranch GP, LLC, a Texas limited liability company By: Name: Title: THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the _____ day of ________________, 20____, by _____________________________, of Caughfield Ranch GP, LLC, a Texas limited liability company, General Partner of Caughfield Ranch, Ltd., a Texas limited partnership, on behalf of said limited liability company and limited partnership. Notary Public, State of Texas Page 62 of 75 21 Exhibit “A” Description of Property Page 63 of 75 22 Exhibit “B” Build-out Schedule Number of Years after Effective Date Required Active Connections in LUEs 2 110 3 220 4 330 5 440 6 550 7 660 8 770 9 876 10 876 Page 64 of 75 Page 65 of 75 Page 66 of 75 Page 67 of 75 Page 68 of 75 Page 69 of 75 Page 70 of 75 Page 71 of 75 Page 72 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Presentation, discussion, and possible recommendation on the Utility Capital Improvement Plan for Fiscal Year 2015-2016 -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: Board to receive presentation on the proposed 2015-2016 Georgetown Utility Systems Water, Wastewater, Electric Capital Improvement Plans. STAFF RECOMMENDATION: Staff recommends approval of the Georgetown Utility Systems Capital Improvement Plan. FINANCIAL IMPACT: Please see attached CIP documentation. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director Page 73 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. Sec. 551.086 Competitive Matters Discussion and possible recommendation on the 2015-2016 Electric Capital Improvement Plan - Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: Board to receive presentation on the proposed 2015-2016 Georgetown Utility Systems Electric Capital Improvement Plans. STAFF RECOMMENDATION: Staff recommends approval of the Georgetown Utility Systems Capital Improvement Plan. FINANCIAL IMPACT: All projects will be funded by the Electric Fund. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Director Page 74 of 75 City of Georgetown, Texas Utility System Advisory Board May 8, 2015 SUBJECT: Action from Executive Session ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Page 75 of 75