HomeMy WebLinkAboutAgenda_GUS_08.08.2014Notice of Meeting for the
Georgetown Utility System Advisory Board and the Governing Body
of the City of Georgetown
August 8, 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
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
July 11, 2014. - Sheila K. Mitchell, GUS Board Liaison
F Consideration and possible recommendation to approve the contract for the Rivery and
Georgetown East Substation Transformer Additions, Construction Bid 201441, to Lambda
Construction I, Ltd. of New Braunfels, TX in the amount of $275,269.00. -- Jimmy Sikes, T&D
Services Manager
G Consideration and possible recommendation to revise the solid waste retail rates in accordance
with the Council approved annual rate adjustment to the 2012 Solid Waste Service Agreement
between Texas Disposal Systems and the City of Georgetown. -- Leticia Zavala, Customer Care
Manager/Micki Rundell, Chief Financial Officer
H Consideration and possible recommendation to approve a contract between Jonah Special Utility
District and the City of Georgetown to acquire the district's BRA system water rights and
ownership of the regional raw water line in the amount of $200,000.00. -- Glenn W. Dishong -
Utility Director
I Consideration and possible recommendation concerning the utility elements of the Hillwood Wolf
Ranch Development. -- Wesley Wright, P.E., Systems Engineering Director/Bridget Chapman,
City Attorney
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
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:
City of Georgetown, Texas
SUBJECT:
Introduction of Visitors
ITEM SUMMARY:
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
City of Georgetown, Texas
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 Phase 1 year 12-13
Park Lift Station and Miscellaneous Lift Station Improvements
Public Training Facility Offsite WW
Sequoia Spur EST
Snead Drive Streets and Wastewater Improvements
Solid Waste Public Drop Facility Improvements
Tin Barn Alley/17th & Austin Avenue Waterline Improvements
Council Actions
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Michael Hallmark
ATTACHMENTS:
Description Type
Council Rpt July mtg for Aug GUS Backup Material
City of Georgetown, Texas
SUBJECT:
Industry Updates
ITEM SUMMARY:
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
City of Georgetown, Texas
SUBJECT:
Review and possible action to approve the minutes from the regular GUS Board meeting held on
July 11, 2014. - Sheila K. Mitchell, GUS Board Liaison
ITEM SUMMARY:
Board to review, revise and/or approve the minutes from the regular meeting held on July 11,
2014.
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Sheila K. Mitchell/GUS Board Liaison
ATTACHMENTS:
Description Type
GUS Board July 11 2014 Draft Minutes Backup Material
Minutes of the Meeting of the
Georgetown Utility Systems Advisory Board and the
Governing Body of the City of Georgetown, Texas
July 11, 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: Robert Kostka – Vice Chair, Patty Eason (arrived at 2:01PM), Bill
Stump, Joyce Mapes Ed Pastor
Board Members Absent: Arthur Yaeger– Chair, Steve Fought
Staff Present: Jim Briggs, Mike Babin, Glenn Dishong, Wesley Wright, Michael Hallmark,
David Munk, Jimmy Sikes, Chris Foster, Micki Rundell, Leticia Zavala, Sheila Mitchell
Others Present: Jeff Novak/Novak Brothers
Regular Session
A. Call to Order – Called to order by Vice Chair, Kostka 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. Introduction of Visitors
Discussion: Jeff Novak, developer of Rivery
C. Discussion regarding the Project Progress Report, timelines including projects and Council Actions. –
Michael Hallmark, Project Manager
Discussion: Hallmark stated all items in packet. Noted work has begun on Tin Barn Alley. No
other questions.
D. Industry Updates
Discussion: Briggs provided update noting meetings with Brazos River Authority regarding
system rates for system water for next year, conditions of water supply in the basin, impact of
continued drought and conservation, as well as future projects for water supply. Further
discussion continued regarding water usage and potential BRA plans for requirements limiting
per capita consumption for contract renewals. Pastor asked about proposed pipeline from Lake
Belton to Lake Stillhouse & Briggs explained process and lengthy timeline for completion.
Dishong updated on existing pipeline; of the two large pumps out of service over last couple of
years, one is back on line and pumping at full capacity. The second pump is expected to be back
on line is a couple of weeks.
Legislative Regular Agenda
The Board will individually consider and possibly take action on any or all of the following items:
E. Nominations and election of Secretary of the GUS Board. – Robert Kostka, GUS Board Vice Chair
Discussion: Nomination by Eason for Stump as Secretary. Stump accepted nomination. Motion
by Eason, seconded by Pastor to elect Stump as Secretary of the GUS Board. Approved 5-0-2
(Yaeger, Fought absent)
F. Review and possible action to approve the minutes from the Regular GUS Board meeting held on
July 11, 2014. – 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 July 11, 2014. Approved 5-0-2 (Yaeger, Fought absent)
G. Overview of the purpose and uses for Tax Increment Reinvestment Zones. Micki Rundell,
CFO
Discussion: Rundell gave PP presentation on explanation of a TIRZ, previously requested by the
Board. Presentation materials were included in the packet. Following the presentation there was
time for questions and answers, to which Rundell responded. Rundell explained the City
currently has four TIRZ in place. Stump asked and Rundell commented about the success of
current TIRZ and benefits received. Rundell noted there would be an update to the Downtown
TIRZ presented to the Council within the next 60-days. Briggs noted he had invited Novak to
attend as he has future development in the area and may have questions or comments regarding
a TIRZ. Board acknowledged Novak would be allowed to comment and ask questions. Novak
spoke about benefits of Westinghouse TIRZ and Rundell added further detail. Eason noted, as a
Councilmember, she appreciates the ability for the City to have better control over what
development comes to Georgetown. Novak inquired about timing and performance
requirements for Westinghouse TIRZ, utilities, and Oakmont Road extension. Rundell further
explained and noted agreements recently passed Council; Dishong and Wright commented we
are within 60 of receiving plans and approximately 180 days of notice-to-proceed for off-site
wastewater improvements. Rundell further commented road improvements will continue to be
worked through; goal to be done within 18-24 months. Pastor asked and Rundell explained
Williamson County doesn’t create a TIRZ alone; they have previously done partnerships with
other cities. Additional discussion/questions continued. Item was for discussion only; No action
required.
Adjournment
Motion by Stump to adjourn. Adjourned at 2:43PM
__________________________ _____________________________
Robert Kostka – Board Chair Bill Stump – Secretary
_________________________________
Sheila K. Mitchell, GUS Board Liaison
City of Georgetown, Texas
SUBJECT:
Consideration and possible recommendation to approve the contract for the Rivery and
Georgetown East Substation Transformer Additions, Construction Bid 201441, to Lambda
Construction I, Ltd. of New Braunfels, TX in the amount of $275,269.00. -- Jimmy Sikes, T&D
Services Manager
ITEM SUMMARY:
The contractor will build the infrastructure at the Rivery and Georgetown East Substations to
allow installation of transformers purchased earlier to increase capacity and reliability for the
electric system.
Delivery of the transformers is scheduled for October, 2014 with an in service date of December
2014.
This project was publicly advertised in June, and eight (8) contractors attended the pre-bid
meeting. Three (3) competitive bids were received with one rejected as incomplete. The lowest
qualified bidder for the project was Lambda Construction I, Ltd., with a total bid of $275,269.00.
M&S Engineering, Inc., has reviewed the current workload and construction history of Lambda
Construction I, Ltd., and has contacted several references. Additionally, Lambda Construction I,
Ltd., has successfully completed similar projects for other utilities. Therefore, M&S Engineering,
Inc recommends the award to Lambda Construction I, Ltd.
Staff recommends awarding the bid to Lambda Construction I, Ltd. of New Braunfels, TX in the
amount of $275,269.00.
FINANCIAL IMPACT:
See attached CIP Budgetary & Financial Analysis Worksheet
SUBMITTED BY:
Jimmy Sikes, T&D Services Manager
ATTACHMENTS:
Description Type
Contractor Bid Review Cover Memo
Budget and Finiancil Analysis Cover Memo
DATE:
PROJECT NAME:5BY, 5CA 8/8/2014
Division/Department:Director Approval
Prepared By:Jimmy Sikes Finance Approval La'Ke7/29/14
TOTAL ANNUAL BUDGET 4,637,000.00
(Current year only)
Actual Cost Agenda Total Spent
Encumbrance Item & Encumbered % Annual
(A) before agenda item (B)(A + B) Budget
Consulting 1,137,017.13 1,137,017.13 25%
Right of Way 0.00 0%
Construction 4,994.52 275,269.00 280,263.52 6%
Other Costs 2,450,273.41 2,450,273.41 53%
Total Current Year Costs 3,592,285.06 3,867,554.06
Approved
GENERAL LEDGER ACCOUNT NUMBER CY Budget
610-9-0585-90-003 4,637,000.00
Total Budget 4,637,000.00
TOTAL PROJECT BUDGET 4,637,000.00
(includes all previous yrs)
Prior Years Current Year Total Project % Total
Spent/Encumbered Costs Costs Budget
Consulting 1,137,017.13 1,137,017.13 25%
Right of Way 0.00 0.00 0%
Construction 280,263.52 280,263.52 6%
Other Costs 2,450,273.41 2,450,273.41 53%
Total Project Costs 0.00 3,867,554.06 3,867,554.06
Comments:
Gus/Electric
2014 Transformer Additions
CIP- Budgetary and Financial Analysis Worksheet
City of Georgetown, Texas
SUBJECT:
Consideration and possible recommendation to revise the solid waste retail rates in accordance with the
Council approved annual rate adjustment to the 2012 Solid Waste Service Agreement between Texas
Disposal Systems and the City of Georgetown. -- Leticia Zavala, Customer Care Manager/Micki
Rundell, Chief Financial Officer
ITEM SUMMARY:
Council approved a contract rate increase of 2.88% to be effective October 1, 2014 in compliance with
the Annual Rate Adjustment provision, Section 27.08 of the 2012 Solid Waste Services Agreement, at
the July 8, 2014 Council Meeting.
This increase necessitates adjustments to the current retail rates, maintaining current revenue margins,
effective October 1, 2014. The revenue from these retail rates fund the City's Environmental Services
Department, which includes the service contract, a return on investment to the City's General Fund,
and administrative services provided by other City departments.
The residential solid waste disposal retail rates are proposed as follows for In-City (Tier 1) and Out-of-
City (Tier 2) customers (rounded to the 10th).
Residential Current Proposed
In-City (Tier 1) $16.00 $16.50
Out-of-City (Tier II) $22.00 $22.70
FINANCIAL IMPACT:
Based on the current customer counts, the gross monthly revenue generated by the new retail rates for
residential customers are as follows:
Residential Customers Current Proposed Increase
In-City (Tier 1) 18,631 $298,096.00 $307,411.50 $9,315.50
Out-of-City (Tier 2) 2,142 $ 47,124.00 $ 48,623.40 $1,499.40
SUBMITTED BY:
Leticia Zavala, Customer Care Manager/Micki Rundell, Chief Financial Officer
ATTACHMENTS:
Description Type
Retail Rate Sheet Backup Material
RETAIL RATE
A B C D E F G H
CURRENT TDS PROPOSED PROPOSED PROPOSED PROPOSED
RETAIL % INCREASE INCREASE RETAIL RETAIL CUSTOMER REVENUE INCREASE REVENUE INCREASE
Wkly RATE (CPI)AMOUNT RATE RATE COUNT BY SERVICE BY SERVICE
Rate Table Pickups (A * B)(A + C)ROUNDED(10th)7/2014 (C * F)ROUNDED(10th)
WHI RES Inside- 96 $16.00 2.88%0.4608 $16.46 $16.50 18,631 $8,585.16 $9,315.50
RES Inside- 64 2.88%0.0000
RES Inside- 32 2.88%0.0000
WHO RES Outside- 96 $22.00 2.88%0.6336 $22.63 $22.70 2,142 $1,357.17 $1,499.40
RES Outside- 64 2.88%0.0000
RES Outside- 32 2.88%0.0000
EXTRA CART $8.00 2.88%0.2304 $8.23 $8.30 $0.00 $0.00
EXTRA BAG STICKER $5.00 2.88%0.1440 $5.14 $5.20 $0.00 $0.00
ADDITIONAL BULKY WASTE COLLECTION $25.00 2.88%0.7200 $25.72 $25.80 $0.00 $0.00
OVERSIZED BULKY WASTE PER CY $25.00 2.88%0.7200 $25.72 $25.80 $0.00 $0.00
CART CHG OUT FEE (AFTER 1ST FREE)$30.00 2.88%0.8640 $30.86 $30.90 $0.00 $0.00
MNC Municipal No Charges 42
A2I COM Inside- 96 1 $23.00 2.88%0.6624 $23.66 $23.70 401 $265.62 $280.70
2 $46.00 2.88%1.3248 $47.32 $47.40 8 $10.60 $11.20
3 $69.00 2.88%1.9872 $70.99 $71.00 5 $9.94 $10.00
4 $92.00 2.88%2.6496 $94.65 $94.70 0 $0.00 $0.00
5 $115.00 2.88%3.3120 $118.31 $118.40 0 $0.00 $0.00
M96 MUNICIPAL 96 1 $18.00 2.88%0.5184 $18.52 $18.60 0 $0.00 $0.00
90% discount off reg w/s 2 $36.00 2.88%1.0368 $37.04 $37.10 0 $0.00 $0.00
3 $54.00 2.88%1.5552 $55.56 $55.60 0 $0.00 $0.00
4 $72.00 2.88%2.0736 $74.07 $74.10 0 $0.00 $0.00
5 $90.00 2.88%2.5920 $92.59 $92.60 0 $0.00 $0.00
LOCKING DEVICES INSTALL $85.00 2.88%2.4480
LOK LOCKING DEVICES $20.00 2.88%0.5760 $20.58 $20.60 37 $21.31 $22.20
CAS CASTERS $30.00 2.88%0.8640 $30.86 $30.90 13 $11.23 $11.70
CRI CART RECYCLING IN $12.00 2.88%0.3456 $12.35 $12.40 $0.00 $0.00
EXPLICIT 1 $13.80 2.88%0.3974 $14.20 $14.20 7 $2.78 $2.80
EXPLICIT 2 $72.90 2.88%2.0995 $75.00 $75.00 1 $2.10 $2.10
EXPLICIT 3 $91.80 2.88%2.6438 $94.44 $94.50 1 $2.64 $2.70
EXPLICIT 4 $120.00 2.88%3.4560 $123.46 $123.50 1 $3.46 $3.50
EXPLICIT 5 $258.30 2.88%7.4390 $265.74 $265.80 1 $7.44 $7.50
EXPLICIT 6 $344.40 2.88%9.9187 $354.32 $354.40 1 $9.92 $10.00
EXPLICIT 7 $960.00 2.88%27.6480 $987.65 $987.70 1 $27.65 $27.70
RETAIL RATE
A B C D E F G H
CURRENT TDS PROPOSED PROPOSED PROPOSED PROPOSED
RETAIL % INCREASE INCREASE RETAIL RETAIL CUSTOMER REVENUE INCREASE REVENUE INCREASE
Wkly RATE (CPI)AMOUNT RATE RATE COUNT BY SERVICE BY SERVICE
Rate Table Pickups (A * B)(A + C)ROUNDED(10th)7/2014 (C * F)ROUNDED(10th)
EXPLICIT 8 $1,078.00 2.88%31.0464 $1,109.05 $1,109.10 1 $31.05 $31.10
EXPLICIT 9 $1,664.60 2.88%47.9405 $1,712.54 $1,712.60 1 $47.94 $48.00
2YI 2 CY Inside 1 $59.00 2.88%1.6992 $60.70 $60.70 44 $74.76 $74.80
2 $115.00 2.88%3.3120 $118.31 $118.40 1 $3.31 $3.40
3 $173.00 2.88%4.9824 $177.98 $178.00 2 $9.96 $10.00
4 $230.00 2.88%6.6240 $236.62 $236.70 0 $0.00 $0.00
5 $288.00 2.88%8.2944 $296.29 $296.30 0 $0.00 $0.00
6 $345.00 2.88%9.9360 $354.94 $355.00 0 $0.00 $0.00
7 $474.00 2.88%13.6512 $487.65 $487.70 0 $0.00 $0.00
2M 2 CY MUNICIPAL 1 $45.90 2.88%1.3219 $47.22 $47.30 0 $0.00 $0.00
2 $90.00 2.88%2.5920 $92.59 $92.60 0 $0.00 $0.00
3 $135.00 2.88%3.8880 $138.89 $138.90 0 $0.00 $0.00
4 $180.00 2.88%5.1840 $185.18 $185.20 0 $0.00 $0.00
5 $225.00 2.88%6.4800 $231.48 $231.50 0 $0.00 $0.00
3YI 3 CY Inside 1 $69.00 2.88%1.9872 $70.99 $71.00 54 $107.31 $108.00
2 $127.00 2.88%3.6576 $130.66 $130.70 6 $21.95 $22.20
3 $187.00 2.88%5.3856 $192.39 $192.40 2 $10.77 $10.80
4 $245.00 2.88%7.0560 $252.06 $252.10 2 $14.11 $14.20
5 $304.00 2.88%8.7552 $312.76 $312.80 0 $0.00 $0.00
6 $363.00 2.88%10.4544 $373.45 $373.50 0 $0.00 $0.00
7 $492.00 2.88%14.1696 $506.17 $506.20 0 $0.00 $0.00
3M 3 CY MUNICIPAL 1 $54.00 2.88%1.5552 $55.56 $55.60 4 $6.22 $6.40
2 $99.00 2.88%2.8512 $101.85 $101.90 1 $2.85 $2.90
3 $145.80 2.88%4.1990 $150.00 $150.00 0 $0.00 $0.00
4 $191.70 2.88%5.5210 $197.22 $197.30 0 $0.00 $0.00
5 $237.60 2.88%6.8429 $244.44 $244.50 2 $13.69 $13.80
4YI 4 CY Inside 1 $81.00 2.88%2.3328 $83.33 $83.40 65 $151.63 $156.00
2 $155.00 2.88%4.4640 $159.46 $159.50 16 $71.42 $72.00
3 $226.00 2.88%6.5088 $232.51 $232.60 8 $52.07 $52.80
4 $298.00 2.88%8.5824 $306.58 $306.60 2 $17.16 $17.20
5 $370.00 2.88%10.6560 $380.66 $380.70 1 $10.66 $10.70
6 $442.00 2.88%12.7296 $454.73 $454.80 0 $0.00 $0.00
RETAIL RATE
A B C D E F G H
CURRENT TDS PROPOSED PROPOSED PROPOSED PROPOSED
RETAIL % INCREASE INCREASE RETAIL RETAIL CUSTOMER REVENUE INCREASE REVENUE INCREASE
Wkly RATE (CPI)AMOUNT RATE RATE COUNT BY SERVICE BY SERVICE
Rate Table Pickups (A * B)(A + C)ROUNDED(10th)7/2014 (C * F)ROUNDED(10th)
7 $574.00 2.88%16.5312 $590.53 0 $0.00 $0.00
4M 4 CY MUNICIPAL 1 $63.00 2.88%1.8144 $64.81 $64.90 1 $1.81 $1.90
2 $120.60 2.88%3.4733 $124.07 $124.10 0 $0.00 $0.00
3 $176.40 2.88%5.0803 $181.48 $181.50 0 $0.00 $0.00
4 $233.10 2.88%6.7133 $239.81 $239.90 0 $0.00 $0.00
5 $288.90 2.88%8.3203 $297.22 $297.30 0 $0.00 $0.00
6YI 6 CY Inside 1 $102.00 2.88%2.9376 $104.94 $105.00 80 $235.01 $240.00
2 $193.00 2.88%5.5584 $198.56 $198.60 45 $250.13 $252.00
3 $285.00 2.88%8.2080 $293.21 $293.30 16 $131.33 $132.80
4 $377.00 2.88%10.8576 $387.86 $387.90 2 $21.72 $21.80
5 $469.00 2.88%13.5072 $482.51 $482.60 0 $0.00 $0.00
6 $561.00 2.88%16.1568 $577.16 $577.20 1 $16.16 $16.20
7 $755.00 2.88%21.7440 $776.74 $776.80 0 $0.00 $0.00
6M 6 CY MUNICIPAL 1 $79.20 2.88%2.2810 $81.48 $81.50 1 $2.28 $2.30
2 $150.30 2.88%4.3286 $154.63 $154.70 0 $0.00 $0.00
3 $222.30 2.88%6.4022 $228.70 $228.80 0 $0.00 $0.00
4 $294.30 2.88%8.4758 $302.78 $302.80 0 $0.00 $0.00
5 $366.30 2.88%10.5494 $376.85 $376.90 0 $0.00 $0.00
6 $438.30 2.88%12.6230 $450.92 $451.00 0 $0.00 $0.00
8YI 8 CY Inside 1 $120.00 2.88%3.4560 $123.46 $123.50 74 $255.74 $259.00
2 $225.00 2.88%6.4800 $231.48 $231.50 109 $706.32 $708.50
3 $331.00 2.88%9.5328 $340.53 $340.60 66 $629.16 $633.60
4 $345.00 2.88%9.9360 $354.94 $355.00 17 $168.91 $170.00
5 $541.00 2.88%15.5808 $556.58 $556.60 12 $186.97 $187.20
6 $646.00 2.88%18.6048 $664.60 $664.70 13 $241.86 $243.10
7 $901.00 2.88%25.9488 $926.95 $927.00 0 $0.00 $0.00
8M 8 CY MUNICIPAL 1 $93.60 2.88%2.6957 $96.30 $96.30 3 $8.09 $8.10
2 $175.50 2.88%5.0544 $180.55 $180.60 1 $5.05 $5.10
3 $258.30 2.88%7.4390 $265.74 $265.80 1 $7.44 $7.50
4 $340.20 2.88%9.7978 $350.00 $350.00 0 $0.00 $0.00
5 $423.00 2.88%12.1824 $435.18 $435.20 0 $0.00 $0.00
6 $504.90 2.88%14.5411 $519.44 $519.50 0 $0.00 $0.00
0YI 10 CY Inside 1 $143.00 2.88%4.1184 $147.12 $147.20 6 $24.71 $25.20
RETAIL RATE
A B C D E F G H
CURRENT TDS PROPOSED PROPOSED PROPOSED PROPOSED
RETAIL % INCREASE INCREASE RETAIL RETAIL CUSTOMER REVENUE INCREASE REVENUE INCREASE
Wkly RATE (CPI)AMOUNT RATE RATE COUNT BY SERVICE BY SERVICE
Rate Table Pickups (A * B)(A + C)ROUNDED(10th)7/2014 (C * F)ROUNDED(10th)
2 $268.00 2.88%7.7184 $275.72 $275.80 8 $61.75 $62.40
3 $394.00 2.88%11.3472 $405.35 $405.40 6 $68.08 $68.40
4 $518.00 2.88%14.9184 $532.92 $533.00 2 $29.84 $30.00
5 $643.00 2.88%18.5184 $661.52 $661.60 1 $18.52 $18.60
6 $769.00 2.88%22.1472 $791.15 $791.20 7 $155.03 $155.40
7 $1,063.00 2.88%30.6144 $1,093.61 $1,093.70 1 $30.61 $30.70
0M 10 CY MUNICIPAL 1 $111.60 2.88%3.2141 $114.81 $114.90 0 $0.00 $0.00
2 $209.70 2.88%6.0394 $215.74 $215.80 0 $0.00 $0.00
3 $307.80 2.88%8.8646 $316.66 $316.70 0 $0.00 $0.00
4 $405.00 2.88%11.6640 $416.66 $416.70 0 $0.00 $0.00
5 $503.10 2.88%14.4893 $517.59 $517.60 0 $0.00 $0.00
6 $601.20 2.88%17.3146 $618.51 $618.60 0 $0.00 $0.00
UNSCHEDULED EXTRA PU 21,977 $14,220.42 $15,141.10
2 CY $46.00 2.88%1.3248 $47.32 $47.40
3 CY $58.00 2.88%1.6704 $59.67 $59.70
4 CY $64.00 2.88%1.8432 $65.84 $65.90
6 CY $69.00 2.88%1.9872 $70.99 $71.00
8 CY $75.00 2.88%2.1600 $77.16 $77.20
10 CY $98.00 2.88%2.8224 $100.82 $100.90
FREON REMOVAL $21.00 2.88%0.6048 $21.60 $21.70
DEAD ANIMAL REMOVAL $40.00 2.88%1.1520 $41.15 $41.20
CITY SPECIAL EVENTS TRASH COLLECTION $0.00
CART DELIVERY $16.00 2.88%0.4608 $16.46 $16.50
CART SERVICE $22.00 2.88%0.6336 $22.63 $22.70
CART PICKUP & CLEANUP $22.00 2.88%0.6336 $22.63 $22.70
ROLL-OFF 20 CY DELIVERY $105.00 2.88%3.0240 $108.02 $108.10
ROLL-OFF 30 CY DELIVERY $105.00 2.88%3.0240 $108.02 $108.10
ROLL-OFF 40 CY DELIVERY $105.00 2.88%3.0240 $108.02 $108.10
ROLL-OFF 20 CY HAUL $425.00 2.88%12.2400 $437.24 $437.30
ROLL-OFF 30 CY HAUL $460.00 2.88%13.2480 $473.25 $473.30
ROLL-OFF 40 CY HAUL $500.00 2.88%14.4000 $514.40 $514.40
ADD'L COLLECTION STA HOURS PER HR $80.00 2.88%2.3040 $82.30 $82.40
STORM CLEAN-UP / ROLLOFF $0.00
DELIVERY $105.00 2.88%3.0240 $108.02 $108.10
RETAIL RATE
A B C D E F G H
CURRENT TDS PROPOSED PROPOSED PROPOSED PROPOSED
RETAIL % INCREASE INCREASE RETAIL RETAIL CUSTOMER REVENUE INCREASE REVENUE INCREASE
Wkly RATE (CPI)AMOUNT RATE RATE COUNT BY SERVICE BY SERVICE
Rate Table Pickups (A * B)(A + C)ROUNDED(10th)7/2014 (C * F)ROUNDED(10th)
HAUL/DISPOSAL $425.00 2.88%12.2400 $437.24 $437.30
RENTAL DAILY $3.00 2.88%0.0864 $3.09 $3.10
STORM CLEAN-UP / REAR LOAD PER HR $150.00 2.88%4.3200 $154.32 $154.40
City of Georgetown, Texas
SUBJECT:
Consideration and possible recommendation to approve a contract between Jonah Special Utility
District and the City of Georgetown to acquire the district's BRA system water rights and
ownership of the regional raw water line in the amount of $200,000.00. -- Glenn W. Dishong -
Utility Director
ITEM SUMMARY:
The contract between the City and Jonah SUD provides for the City to acquire the district's BRA
system water rights amounting to 2,439 acre-ft per year at the BRA system rate and the transfer of
ownership of the district's portion of the Williamson County Regional Raw Water Line in
exchange for the City's "Klein well" and limited distribution water line and a payment of
$200,000.00.
Following the transfer, the City will be responsible to pay BRA for the water rights at the BRA
system rate (currently $69.50 per acre-ft) and debt service for the WCRRWL.
FINANCIAL IMPACT:
660-5-0527-51-302 will increase by $169,511 for FY 14/15.
660-5-0527-51-303 will increase by $86,470 for FY 14/15.
SUBMITTED BY:
Glenn W. Dishong
ATTACHMENTS:
Description Type
Jonah Agreement - Redline Backup Material
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ASSET PURCHASE AND SALE AGREEMENT
This Asset Purchase and Sale Agreement (this “Agreement”) is made as of the ___ day of
____, 2014, by and between JONAH WATER SPECIAL UTILITY DISTRICT a special
utility district created and operating under Article XVI, Section 59 of the Texas Constitution and
Chapters 49 and 65 of the Texas Water Code (“Jonah”), and THE CITY OF GEORGETOWN,
TEXAS, a Texas home-rule municipality (“City”).
WHEREAS, Jonah currently owns the right to acquire up to 2,439 acre-feet of raw water
per year under the agreements titled “Replacement Water Supply Agreement Between Brazos
River Authority and Jonah Water Supply Corporation” and “System Water Supply Agreement
between Brazos River Authority and Jonah Water Special Utility District” (collectively, “Water
Agreements”) and is a party to the “Williamson County Regional Raw Water Line Agreement”
and all supplements thereto (collectively, “Raw Water Line Agreement”), which provides for the
funding of facilities to transport water from Stillhouse Hollow Lake to Lake Georgetown for use
by the parties to the Agreement and the Raw Water Line Agreement ; and
WHEREAS, City currently owns the Klein Well (“Well”), associated water from th e
Well, pipeline, easements, and right-of-way to and from the Well location (collectively, part of
the “Other Property” as defined below) and is interested in acquiring additional water supply,
including Jonah’s rights to the raw water detailed in the Water Agreements and to the raw water
line detailed in the Raw Water Line Agreement; and
WHEREAS, Jonah is willing to sell its existing rights under both the Water Agreements
and Raw Water Line Agreement and the City is willing to compensate Jonah for such rights;
NOW, THEREFORE, in consideration of the premises and the mutual terms and
conditions herein contained, the parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:
(a) “Jonah Assets” means Jonah’s interest in both the Water Agreements and
the Raw Water Line Agreement.
(b) “City Assets” means the Well and Other Property.
(c) “Well” means the Klein Well.
(d) “Other Property” means:
(i) the water from the Well;
(ii) the water line running to and from the Well;
(iii) the easement(s) and rights-of-way associated with the Well;
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(iv) all guaranties or warranties in favor of Cit y with respect to the
Well;
(v) all licenses, permits and authorizations issued by any governmental
authority relating to the Well to the extent the same is assignable and/or
transferable; and
(vi) all technical documentation owned by City relating to the Well,
including, without limitation, purchasing specifications, maintenance records and
research records.
(e) "Assignment Agreement" means an Assignment Agreement in the form of
Exhibit B attached hereto and incorporated herein by reference.
(f) "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement in the form of Exhibit C attached hereto and incorporated herein by
reference.
(g) "Bill of Sale" means a Bill of Sale in the form of Exhibit D attached
hereto and incorporated herein by reference.
(h) "Closing" means the closing of the transactions contemplated by the
Agreement as provided in Article IV, below.
(i) "Water Agreements" means the agreements titled “Replacement Water
Supply Agreement Between Brazos River Authority and Jonah Water Supply Corporation” dated
September 16, 1991, and “System Water Supply Agreement between Brazos River Authority and
Jonah Water Special Utility District” dated February 28, 1995.
(j) "Raw Water Line Agreement" collectively means the following
agreements:
(i) “Williamson County Regional Raw Water Line Agreement” dated
June 30, 1986;
(ii) “Amendment No. 1 to Williamson County Regional Raw Water
Line Agreement,” dated January 9, 1997;
(iii) “Second Amendment to Williamson County Regional Raw Water
Line Agreement By and Between Brazos River Authority and City of
Georgetown, City of Round Rock and Jonah Water Special Utility District,” dated
December 1, 1998;
(iv) “Supplemental Agreement Respecting Williamson County Raw
Water Line,” dated January 29, 1999;
(v) “Amendment of Agreements Respecting Construction and
Operation of Williamson County Raw Water Line,” dated February 17, 2000; and
(vi) “Third Amendment of Agreements Among Customers,” dated
October 30, 2006.
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(k) "Effective Time" means 12:01 a.m. on _____, 2014.
ARTICLE II.
PURCHASE AND SALE;
ASSIGNMENT AND ASSUMPTION
2.1 Agreement to Sell and Purchase; Assignment and Assumption . Subject to the
terms and conditions in this Agreement, at the Closing:
(a) Jonah Assets. Jonah shall sell to City, and City shall purchase from Jonah,
all of the Jonah Assets.
(b) City Assets. City shall sell to Jonah, and Jonah shall purchase from City,
all of the City Assets.
(c) Agreements. Jonah shall assign to City all right, title and interest of Jonah
in and to the Water Agreements and Raw Water Line Agreement, and City shall assume and
perform all duties and obligations of Jonah arising under the Water Agreements and Raw Water
Line Agreement from and after the date of the Closing.
2.2 Purchase Price. Subject to the other terms and conditions in this Agreement, the
aggregate purchase price (the "Purchase Price") for the Jonah Assets shall be TWO HUNDRED
THOUSAND AND NO/100 DOLLARS ($200,000.00), the conveyance of the City Assets to
Jonah, and City’s assumption of certain obligations of Jonah under the Water Agreements and
Raw Water Line Agreement.
2.3 Asset Transaction/Liabilities Not Assumed. The transactions contemplated by this
Agreement shall constitute only the purchase, sale and assignment as provided herein of the
Jonah Assets and the City Assets. City does not and shall not, pursuant to this Agreement or any
other agreement or document to be executed and delivered by Jonah, assume any liabilities of
Jonah under the Water Agreements and Raw Water Line Agreement prior to the Effective Time.
Jonah does not and shall not, pursuant to this Agreement or any other agreement or document to
be executed and delivered by City, assume any liabilities of City with respect to the City Assets
prior to the Effective Time.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Jonah. Jonah represents and warrants to City as
follows:
(a) Organization. Jonah is a special utility district duly organized and validly
existing under the laws of the State of Texas. Jonah has all requisite power and authority to
execute and deliver this Agreement and any instruments and agreements contemplated herein
which are required to be executed and delivered by it pursuant to this Agreement.
(b) Enforceability. This Agreement constitutes, and the other agreements to be
executed and delivered by Jonah at the Closing hereunder shall constitute when executed and
delivered by Jonah, legal, valid and binding obligations of Jonah enforceable against Jonah in
accordance with their respective terms.
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(c) Rights to Jonah Assets. Jonah is the sole and unconditional legal and
equitable owner of the Jonah Assets, and has legal rights to the Jonah Assets, free and clear of
any and all liens, tax liens, charges, claims, security interests, restrictions or encumbrances of
any kind or nature whatsoever and of any agreement or understanding with respect to the use or
possession thereof. At the Closing, Jonah will convey to City those legal rights in the Jonah
Assets.
(d) Compliance With Laws and Regulations. Jonah has complied in all
material respects with all federal, state and local laws, ordinances, codes, orders, rules and
regulations applicable to or relating to or governing the Jonah Assets. No condition exists which
does or could constitute a violation of or deficiency under any federal, state or local law,
ordinance, code, order, rule or regulation applicable to or relating to or governing the Jonah
Assets.
(e) No Litigation. There are no actions, suits or proceedings pending or, to the
best of Jonah's knowledge, threatened, at law or in equity, or before any governmental board,
agency or authority, (i) against any of the Jonah Assets, (ii) against Jonah arising out of the
Jonah Assets, (iii) challenging the transactions contemplated by this Agreement, or (iv) against
Jonah that, if decided or resolved against Jonah, would prohibit, or adversely affect Jonah's
ability to consummate, the transactions contemplated by this Agreement. Jonah does not know of
any facts or circumstances which might reasonably form the basis for any such action, suit or
proceeding.
(f) Miscellaneous Contracts. Jonah has performed all obligations required of
it and is not in default (and no event has occurred, with the passage of time or the giving of
notice, or both, would constitute a default) under the Water Agreements and Raw Water Line
Agreement, and there is no asserted claim of such nonperformance or default by any third party.
Jonah has furnished to City true and complete copies of the Water Agreements and Raw Water
Line Agreement, as any have been amended as of the Effective Time, and there are no other
agreements, modifications or amendments with respect thereto. The Water Agreements and Raw
Water Line Agreement are in full force and effect. The assignment of the Water Agreements and
Raw Water Line Agreement to City pursuant hereto and the consummation of the transactions
contemplated by this Agreement will not cause or result in the termination of or a violation of or
a default under any of the Water Agreements and Raw Water Line Agreement, which will
continue to be binding in accordance with their respective terms after the consummation of the
transaction is contemplate by this Agreement.
(g) Consents. The execution, delivery and performance of this Agreement by
Jonah and the consummation of the transactions contemplated by this Agreement by Jonah will
require the consent of the Brazos River Authority.
(h) No Violation. The execution, delivery and performance of this Agreement
by Jonah and the consummation of the transactions contemplated by this Agreement by Jonah (i)
subject to obtaining the consent of the Brazos River Authority, do not conflict with and will not
conflict with, or result or will result in a breach of, or constitute or will constitute a default (or an
event which, with or without notice or lapse of time, or both, would constitute a default) under,
or result or will result in the creation of any lien or other encumbrance upon any of the Jonah
Assets under, any of the terms, conditions or provisions of any material agreement or other
instrument or obligation to which Jonah is a party or by which Jonah is bound, and (ii) do not
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violate and will not violate in any material respect any order, writ, injunction, decree, statute,
rule or regulation applicable to Jonah or any of the Jonah Assets.
(i) Disclosure. No representation or warranty by Jonah or any exhibit hereto
contains or will contain any untrue statement of material fact or admits or will admit to stating
any material fact (of which Jonah has knowledge) required to make the statements herein or
therein contained misleading. Jonah has disclosed to City all facts known to Jonah material to
the Jonah Assets.
(j) No Undisclosed Liabilities. There are no liabilities or obligations of Jonah,
whether accrued, absolute or contingent or otherwise, which are material to Jonah, except those
specifically disclosed in writing to City and those specifically described in this Agreement; and
to the best knowledge of Jonah, there is no basis for assertion against Jonah of any liability or
obligation of any nature whatsoever except as previously disclosed to City and those incurred in
the ordinary course of business and consistent with past practice.
3.2 Representations and Warranties of City. City represents and warrants to Jonah as
follows:
(a) Organization. City is a Texas home-rule municipality. City has all
requisite power and authority to execute and deliver this Agreement and any instruments and
agreements contemplated herein which are required to be executed and delivered by it pursuant
to this Agreement.
(b) Enforceability. This Agreement constitutes, and the other agreements to be
executed and delivered by City at Closing hereunder shall constitute when executed and
delivered by City, legal, valid and binding obligations of City enforceable against City in
accordance with their respective terms.
(c) Title to City Assets and Other Property. City is the sole and unconditional
legal and equitable owner of the City Assets, and has good and marketable title to the City
Assets, free and clear of any and all liens, tax liens, charges, claims, security interests,
restrictions or encumbrances of any kind or nature whatsoever and of any agreement or
understanding with respect to the use or possession thereof other than those matters listed on
Schedule 3.2(c) attached hereto and incorporated herein by reference (collectively, the
"Encumbrances"). At the Closing, City will convey to Jonah good and marketable title to the
City Assets, free and clear of any and all liens, tax liens, charges, cl aims security interest,
restrictions and encumbrances of any kind or nature whatsoever and of any such agreement or
understanding, except solely for encumbrances or other matters expressly approved by Jonah in
writing (hereinafter referred to as "Permitted Encumbrances").
(d) Condition of Assets. Except as disclosed on Schedule 3.2(d), attached
hereto and incorporated herein by reference, City is not aware of any material defects or
deficiencies in the condition of, or repairs needed with respect to, any of the City Assets.
(e) Parties in Possession/Condemnation. Other than the City, there are no
parties in possession of any portion of the City Assets, as lessees, tenants at sufferance, or
trespassers. There are no pending or threatened condemnations, assessments or similar
proceedings affecting or relating to any of the City Assets, or any portion thereof, and, to the best
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of City's knowledge, no such proceedings are contemplated or threatened by any governmental
authority.
(f) Hazardous Substances. Without in any way limiting the generality of
Section 3.2(c) above, neither the City Assets nor City is the subject of any pending or, to the best
of City's knowledge, threatened investigation or inquiry by any governmental authority, or are
subject to any remedial obligations under any applicable laws pertaining to health, safety or the
environment (the "Applicable Environmental Laws"), including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
("CERCLA"), and the Resource Conservation and Recovery Act of 1976, as amended
("RCRA”), and this representation and warranty would continue to be true and correct following
disclosure to any applicable governmental authority of all relevant facts, conditions and
circumstances known to City pertaining to the City Assets and/or City.”). To the best of City’s
knowledge, Jonah is not required to obtain any permits, licenses or authorizations to construct,
occupy, operate or use any portion of the City Assets as presently operated by City by reason of
any Applicable Environmental Laws. City has taken all steps necessary to determine and has
determined that To the best of City’s knowledge (i) no hazardous substances, asbestos or
asbestos containing materials (as defined in 40 C.F.R. § 61.141), solid wastes, or other
substances known or suspected to pose a threat to health or the environment ("Hazards") have
been disposed of or otherwise released on or to the City Assets or exist or are present on or
within any portion of the City Assets and (ii) no Storage Tanks are present on or under any of the
City Assets. No prior use, either by City or, to the knowledge of City, by any prior owner or
tenant of any portion of the City Assets, has occurred at the City Assets which violates or
requires response or remedial measures under any Applicable Environmental Laws. The terms
"hazardous substance" and "release" shall each have the meanings specified therefor in
CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall each have the
meanings specified therefor in RCRA; provided, however, that in the event that either CERCLA
or RCRA is amended prior to any Closing so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply subsequent to the effective date of such amendment;
and provided further that, to the extent that the laws of the State of Texas or any political
subdivision thereof in which any portion of the City Assets is located provide for a meaning for
"hazardous substance," "release," "solid waste," or "disposal" which is broader than that
specified in either CERCLA or RCRA, such broader definition shall apply to the City Assets
located within that jurisdiction. To the best of City's knowledge and belief, (i) there are no on-
site or off-site locations where hazardous substances, solid wastes or hazards from the City
Assets have been stored, treated, recycled, disposed of, or otherwise handled; (ii) there has been
no litigation brought or threatened nor any settlement reached by or with any parties alleging the
presence, disposal, release, or threatened release, of any hazardous substance, solid wastes or
Hazards from the use, condition or operation of any of the City Assets; and (iii) none of the City
Assets is on any federal or state "Superfund" list or subject to any environmental related liens.
City has not received any notice, written or oral, from any governmental authority with respect to
any violation of any Applicable Environmental Laws.
(g) Environmental Laws. To the best of City's knowledge, City Assets are not
subject to any flood plain, wetland protection, coastal zone management, historical preservation,
wildlife conservation or other applicable land use law, statute, ordinance, rule, regulation, policy,
order or determination which could prohibit or restrict Jonah’s ownership, use and enjoyment of
the City Assets.
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(h) Zoning and Other Laws. TheTo the best of City’s knowledge, the location
and construction, and the occupancy, operation and use by Jonah, of all improvements now
constituting a portion or any of the City Assets (the "Improvements") do not violate any
applicable law, statute, ordinance, rule, regulation, policy, order or determination of any federal,
state, local or other governmental authority or any board of fire underwriters (or other body
exercising similar functions), or any restrictive covenant or deed restriction aff ecting any portion
of the City Assets, including without limitation, any applicable zoning ordinances, building
codes, earthquake reduction codes or regulations, flood disaster laws, or health and
environmental laws, rules or regulations.
(i) No Undisclosed Liabilities. There are no liabilities or obligations of City,
whether accrued, absolute, contingent or otherwise, which are material to City, except those
specifically disclosed in writing to Jonah and those specifically described in this Agreement,
including the Schedule attached hereto; and to the best knowledge of City, there is no basis for
assertion against City of any liability or obligation of any nature whatsoever except as previously
disclosed to Jonah and those incurred in the ordinary course of business and consistent with past
practice.
(j) Consents. The execution, delivery and performance of this Agreement by
City and the consummation of the transactions contemplated by this Agreement by City will not
require any consent, approval, authorization, order, or declaration of, or filing or registration
with, any court, any federal, state, or local governmental or regulatory authority, or any other
person or entity.
(k) No Violation. The execution, delivery and performance of this Agreement
by City and the consummation of the transactions contemplated by this Agreement by City, (i)
do not conflict with and will not conflict with, or result or will result in a breach of, or constitute
or will constitute a default (or an event which, with or without notice or lapse of time, or both,
would constitute a default) under any of the terms, conditions or provisions of any material
agreement or other instrument or obligation to which City is a party or by which City is bound,
and (ii) do not violate and will not violate in any material respect any order, writ, injunction,
decree, statute, rule or regulation applicable to City, City Assets.
ARTICLE IV.
CLOSING
4.1 Place of Closing. The Closing shall take place at _____________ on
___________, 2014, at the offices of ___________________________________ or at such other
place as the parties may mutually agree in writing. The Closing shall be effective as of the
Effective Time. The risk of loss in the City Assets shall pass to Jonah at such Closing. The risk
of loss in the Jonah Assets shall pass to City at such Closing.
4.2 Actions by Jonah. At Closing, Jonah shall:
(a) Assignment and Assumption Agreement. Deliver to City an Assignment
and Assumption Agreement, in the form attached to this agreement as Exhibit D, duly executed
by Jonah conveying and assigning to City all of Jonah's right, title and interest in and to the
Jonah Assets, free and clear of any and all limitations, conditions, and restrictions excep t as may
be stated in the Water Agreements and Raw Water Line Agreement acceptable to City in its sole
discretion or approved by City in writing.
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(b) Possession. Deliver to City possession of the Jonah Assets.
(c) Books and Records Delivered to City. Deliver to City all books and
records (including all computerized records and other computerized storage media and the
software used in connection therewith) of the Jonah Assets, including the Water Agreements and
Raw Water Line Agreement;
(d) Other Agreements. Perform or shall have performed all of the covenants
and agreements contained in this Agreement to be performed or complied with by Jonah on or
prior to date of the Closing hereunder.
4.3 Actions by City. At the Closing, City shall:
(a) Payment. Pay to Jonah, by check made payable to Jonah, the Purchase
Price.
(b) Deed. Deliver to Jonah a special warranty deed, in the form attached to
this agreement as Exhibit A.
(c) Bill of Sale. Deliver to Jonah a Bill of Sale, in the form attached to this
agreement as Exhibit B, duly executed b y the City conveying to Jonah legal and equitable rights
to the City Assets free and clear of any and all liens, security interests, encumbrances, conditions
and restrictions except for Permitted Encumbrances.
(d) Assignment and Assumption Agreement. Deliver to Jonah the Assignment
and Assumption Agreement, in the form attached to this agreement as Exhibit D, duly executed
by City assuming Jonah’s obligations related to the Jonah Assets.
(e) Assignment Agreement. Deliver to Jonah an Assignment Agreement, in
the form attached to this agreement as Exhibit C, duly executed by City conveying and assigning
to Jonah all of City's right, title and interest in and to the City Assets and Other Property, free
and clear of any and all limitations, conditions and restrictions.
(f) Possession. Deliver to Jonah possession of the City Assets.
(g) Books and Records Delivered to Jonah. Deliver to Jonah all books and
records (including all computerized records and other computerized storage media and the
software used in connection therewith) of the City Assets, including, but not limited to, all books
and records relating to the purchase of materials, the supplies and services, and all maintenance
records of the City Assets;
(h) Other Agreements. Perform or shall have performed all of the covenants
and agreements contained in this Agreement to be performed or complied with by City on or
prior to the date of the Closing hereunder.
4.4 Attorney's Fees. Except as otherwise provided herein, Jonah and City shall each
pay their own respective attorney's fees incurred in connection with the consummation of the
transactions contemplated by this Agreement.
4.5 Further Assurances to Other Party. From time to time, after Closing and at the
request of the other Party, each Party will execute and deliver to the other Party such other
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instruments of conveyance and transfer and will take such other action as the requesting Party
may reasonably request in order to perfect title in the Jonah Assets or the City Assets, to put the
requesting Party in possession of those assets, and/or to consummate any of the other
transactions contemplated by this Agreement.
ARTICLE V.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNITY; POST CLOSING AGREEMENTS AND COVENANTS
5.1 Representations and Warranties to Survive. All statements contained in any
agreement, certificate, instrument, schedule, exhibit or document delivered by or on behalf of
Jonah or City pursuant to this Agreement and the transactions contemplated hereby shall be
deemed representations and warranties by the respective parties hereunder and shall survive
Closing. All representations, warranties, covenants and agreements made by the parties each to
the other in this Agreement or pursuant hereto shall survive the consummation of this Agreement
and the Closing hereunder. Any Investigation or examination made by any party hereto shall not
constitute a waiver of any representation or warranty and no representation or warranty shall be
merged into the Closing hereunder.
5.2 Indemnity.
(a) Jonah. To the extent allowed by law, Jonah shall indemnify and hold City
harmless from, and against, and in respect of, any loss, liability, claim, demand, or expense,
including, but not limited to reasonable attorney’s fees and costs, of any kind whatsoever, arising
out of or resulting from any of the following:
(i) Any misrepresentation, breach or warranty, or failure to fulfill any
agreement or covenant, of Jonah under this Agreement or under any other
agreement or document delivered by Jonah at the Closing hereunder;
(ii) Any and all liabilities or obligations of Jonah of any nature arising
out of the Jonah Assets prior to the Effective Time of the Closing including, but
not limited to, taxes, penalties, fines, interest, accounts payable, indebtedness, or
other loss resulting directly or indirectly from the assert ion of claims against
Jonah by any governmental authority or agency, or any other person or persons,
whether such liabilities or obligations may be direct or indirect, accrued, absolute,
contingent, or otherwise; except solely for the liabilities expressly assumed by
City pursuant to this Agreement; and
(iii) Any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any of the foregoing.
(b) City. To the extent allowed by law, City shall indemnify and hold Jonah
harmless from, against, and in respect of, any loss, liability, claim, demand, or expense,
including, but not limited to, reasonable attorney's fees and costs, of any kind whatsoever, arising
out of or resulting from any of the following:
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(i) Any misrepresentation, breach of warranty, or failure to fulfill any
agreement or covenant of City under this Agreement or under any other
agreement or document delivered by City to Jonah at the Closing hereunder;
(ii) Any and all liabilities or obligations which City has expressly
assumed pursuant to this Agreement; or
(iii) Any and all actions, suits, proceedings, demands, assessments,
judgments, costs, and legal and other expenses incident to any of the foregoing.
(c) Indemnity Procedures. In case any claim, demand or action shall be
brought by any third party against a party entitled to indemnity under Section 5.2(a) or 5.2(b)
above, such party shall promptly notify the other party hereto from whom indemnity is sought in
writing and the indemnifying party shall assume the defense thereof, including the employment
of counsel. In addition, in case a party hereto shall become aware of any facts which might result
in any such claim, demand or action, such party shall promptly notify the other party who would
be obligated to provide indemnity hereunder with respect to such claim, demand or action, and
such other party shall have the right to take such action as it may deem appropriate to resolve
such matter. The indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, and the fees and expenses of such counsel shall
be at the expense of the indemnified party. The indemnifying party shall not be liable for any
settlement of any action effected without its consent, but if settled with the consent of the
indemnifying party or if there be a final judgment for the plaintiff in any such action, the
indemnifying party shall indemnify and hold harmless the indemnified party from and aga inst
any loss or liability by reason of such settlement or judgment.
5.3 Full Cooperation. Jonah and City shall cooperate and take such action, including
the execution of such other documents, as may be necessary to fully consummate the
transactions contemplated hereby, and as may be reasonably requested in order to carry out the
provisions and purposes of this Agreement.
5.4 Disputes. In the event of any dispute concerning the rights and obligations of the
parties hereunder, the prevailing party shall be entitled to recover from the non-prevailing party
all reasonable attorney's fees, costs and other expenses incurred by the prevailing party in
connection with such dispute.
ARTICLE VI.
MISCELLANEOUS
6.1 Notices. All notices, claims, or demands required or permitted to be given
hereunder shall be in writing and shall be deemed delivered when delivered personally or mailed
to the other party, properly addressed, certified or registered mail, postage prepaid, return receipt
requested, addressed as follows:
(a) If to Jonah:
Jonah Water Special Utility District
P.O. Box 455
Hutto, Texas 78634
Telecopy No. (512) 759-2983
Comment [A1]: Need physical address for this
notice provision. Fax number is not required.
11 of 20
With required copy to;
John J. Carlton
The Carlton Law Firm, P.L.L.C.
2705 Bee Cave Road, Suite 200
Austin, Texas 78746
Telecopy No. (512) 900-2855
(b) If to City:
City of Georgetown
_______________________
_______________________
Telecopy No. ________________
Either party may change the address for notices to be sent to it by written notice delivered
pursuant to the terms of this Section 6.1.
6.2 Entire Agreement; Amendments. This Agreement and the documents delivered at
Closing hereunder set forth the entire understanding of the parties and supersede all prior
agreements or understandings, whether written or oral, with respect to the subject matter hereof.
No terms, conditions, or warranties, other than those contained herein, and no amendments or
modifications hereto, shall be valid unless made in writing and signed by the parties intended to
be bound thereby.
6.3 Binding Effect/Assignability. This Agreement shall extend to and be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Neither Jonah nor City shall be entitled to assign any of its rights or obligations under
this Agreement.
6.4 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws effective during the term hereof, such provisions
shall be fully severable and this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof with the remaining
provisions remaining in full force and effect and not affected by the illegal, invalid or
unenforceable provision or by the severance. Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part of this Agreement the parties
may agree to include a provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and still be legal, valid and enforceable.
6.5 Headings/Captions. The captions to sections and subsections of this Agreement
have been inserted solely for convenience and reference, and the same shall not control or affect
the meaning or construction of any of the provisions of this Agreement.
6.6 Waiver; Remedies. Waiver by any party hereto of any breach of or exercise of
any rights under this Agreement shall not be deemed to be a waiver of similar or other breaches
Comment [A2]: Glenn – please provide this
information, including mailing and physical address
if different.
12 of 20
or rights or a future breach of the same duty. The failure of a party to take any action by reason
of any such breach or to exercise any such right shall not deprive any party of the right to take
any action at any time while such breach or condition giving rise to such right continues. Except
as expressly limited by this Agreement, the parties shall have all remedies permitted to them by
this Agreement or law, and all such remedies shall be cumulative.
6.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
JONAH:
JONAH WATER SPECIAL UTILITY
DISTRICT
By:
Bill Brown, General Manager
CITY:
CITY OF GEORGETOWN
By:
______________,Dale Ross, Mayor
Attest:
Jessica Brettle, City Secretary
Approved as to Form:
Bridget Chapman, City Attorney
13 of 20
GEORGETOWN:
THE STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the _____ day of ____________,
_____, by Dale Ross, Mayor of the City of Georgetown, Texas, on behalf of the City.
_______________________________________
Notary Public – State of Texas
JONAH
THE STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the _____ day of
____________, _____, by Bill Brown, General Manager of the Jonah Water Special Utility
District, on behalf of the District.
_______________________________________
Notary Public – State of Texas
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CONSENT OF THE BRAZOS RIVER AUTHORITY
As of the Effective Date, the Brazos River Authority (“BRA”) consents to and approves this
Asset Purchase and Sale Agreement, and the assignment of all of Jonah’s rights and obligations
in and under the Jonah Assets. BRA’s consent will not be deemed in any way or manner to be a
waiver or release of Jonah or any other party liable for Jonah’s obligations under the Jonah
Assets from the responsibility and liability for any payments and for compliance with any and all
obligations to be performed by Jonah prior to the assignment of such rights and obligations to the
City. Nothing in this Agreement will (a) enlarge or increase BRA’s obligations or liability or
(b) reduce or decrease BRA’s rights, under the Jonah Assets or otherwise.
BRAZOS RIVER AUTHORITY
By:
______________, ______________
15 of 20
EXHIBIT “A”
SPECIAL WARRANTY DEED
EXHIBIT “B”
ASSIGNMENT AGREEMENT
1
EXHIBIT “C”
ASSIGNMENT AND ASSUMPTION AGREEMENT
1
EXHIBIT “D”
BILL OF SALE
1
SCHEDULE 3.2 (C)
LIST OF PERMITTED ENCUMBRANCES
1
SCHEDULE 3.2(D)
LIST OF MATERIAL DEFECTS IN ASSETS
City of Georgetown, Texas
SUBJECT:
Consideration and possible recommendation concerning the utility elements of the Hillwood Wolf
Ranch Development. -- Wesley Wright, P.E., Systems Engineering Director/Bridget Chapman,
City Attorney
ITEM SUMMARY:
This presentation will provide an overview of the utility elements of the Hillwood Wolf Ranch
Development.
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Bridget Chapman, City Attorney
ATTACHMENTS:
Description Type
Presentation Backup Material
Project Overview
Wolf Ranch Development
Utility Elements
City of Georgetown
Subject Property
755 acres in the ETJ along the western
edge of Wolf Ranch Parkway to HWY 29
and west of Wolf Ranch Shopping Center
along HWY 29 past the proposed
intersection of future SW Bypass
City of Georgetown
City of Georgetown
Proposed Development
Current:
1688 Single Family Homes
388 Multifamily Units
336 Age Targeted/Lifestyle Units
20 acres of commercial
Future:
Wolf Lakes Tract – 110 acres of mixed-use commercial
City of Georgetown
City of Georgetown
Fees
Standard Development Fees
plat review, plan review, inspection, building permits
Standard Impact Fees
Sewer Capital Recovery Fee
$1,500 per connection for future regional sewer improvements that will
be required to provide wastewater capacity for development of the
Property
City of Georgetown
Public Infrastructure - Utilities
Water
City constructs Off-Site Water Improvements
City constructs Oversized Water Line
Hillwood constructs On-Site Water Improvements
Wastewater
City constructs Off-Site Wastewater Improvements
City constructs future regional sewer improvements
Hillwood constructs On-Site Wastewater Improvements
Drainage
Hillwood constructs On-Site Drainage Improvements
City of Georgetown
City of Georgetown
City of Georgetown
QUESTIONS?
City of Georgetown
City of Georgetown, Texas
SUBJECT:
ITEM SUMMARY:
FINANCIAL IMPACT:
N/A
SUBMITTED BY: