The URL can be used to link to this page

Home My WebLink AboutAgenda CC 10.27.2009MeetingAgenda Notice of Meeting of the Governing Body of the City of Georgetown, Texas OCTOBER 27, 2009 Page 1 of 4 The Georgetown City Council will meet on OCTOBER 27, 2009 at 6:00 P.M. at the Council Chamber at 101 E. 7th Street If you need accommodations for a disability, please notify the city in advance. 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 Pledge of Allegiance Comments from the Mayor - Welcome and Meeting Procedures - Proclamation in recognition of Pancreatic Cancer Awareness Month - Planning Award for the Parks, Recreaton and Trails Master Plan City Manager Comments Action from Executive Session Public Wishing to Address Council On a subject that is posted on this agenda: Please fill out a speaker registration form which can be found on the table at the entrance to the Council Chamber. Clearly print your name and the letter of the item on which you wish to speak and present it to the City Secretary on the dais, preferably prior to the start of the meeting. You will be called forward to speak when the Council considers that item. On a subject not posted on the agenda: Persons may add an item to a future City Council agenda by contacting the City Secretary no later than noon on the Wednesday prior to the Tuesday meeting, with the subject matter of the topic they would like to address and their name. The City Secretary can be reached at 512/930-3651. B - Ron Boyd regarding water issues in Section C of Berry Creek - Marvin Dorsey regarding the management of the Housing Authority Statutory Consent Agenda The Statutory Consent Agenda includes non -controversial and routine items that may be acted upon with one single vote. An item may be pulled from the Consent Agenda in order that it be discussed and acted upon individually as part of the Regular Agenda C Consideration and possible action to approve the minutes of the Council Meeting held on Tuesday, October 13, 2009 -- Jessica Hamilton, City Secretary D Consideration and possible action to re-sign the existing School Resource Officer contract between http://agendas.georgetown.org/MeetingAgenda.aspx?meetingid=106 10/23/2009 MeetingAgenda Page 2 of 4 the Georgetown Independent School District and the City of Georgetown, Texas to include signatures of current officials -- Brent Schacherl, Interim Police Chief E Consideration and possible action regarding a resolution granting a petition and setting public hearing dates for the voluntary annexation into the City for 18.81 acres, more or less, in the L. J. Dyches Survey, Abstract 180, for the Pierce Tract, located at 1000 F.M. 1460, east of Madison Oaks Avenue and west of High Tech Drive -- Edward G. Polasek, AICP, Principal Planner and Elizabeth Cook, Director of Community Development. F Consideration and possible action on a Preliminary Plat for 60.930 acres out of the Dyches Survey, also known as Walnut Springs Subdivision, Phase II, located on Joshua Drive off of FM 3405 -- Carla Benton, Planner II and Elizabeth Cook, Director of Community Development G Consideration and possible action to approve a Task Order KPA 10-001 with Kasberg, Patrick & Associates, LP of Georgetown, Texas for professional services related to the Edwards Aquifer Recharge Zone Rehabilitation Phase VI & Vll in the amount of $39,776.00 -- Thomas R. Benz, P. E., Systems Engineering Director and Jim Briggs, Assistant City Manager for Utility Operations H Consideration and possible approval to appoint the Assistant City Manager for Utility Operations as signature authority on behalf of the City for joint use agreements in matters relating to sharing Texas Department of Transportation rights-of-way for City utilities and utility adjustment work -- Thomas R. Benz, P.E., Systems Engineering Director and Jim Briggs, Assistant City Manager for Utility Operations I Consideration and possible action to approve Task Order No. TCI 10-001 with Terracon Consultants, Inc., of Austin, Texas, for professional engineering services related to the Lake Water Treatment Plant 3 MG Clearwell in an amount not to exceed $20,000.00 -- Thomas R. Benz, P. E., Systems Engineering Director and Jim Briggs, Assistant City Manager for Utility Operations. J Consideration and possible action to approve Task Order No. SEL -10-001 with Schneider Engineering, Ltd. (SEL), of Boeme, Texas, for professional services related regulatory supports in an amount not to exceed $47,500.00 -- Thomas R. Benz, P. E., Systems Engineering Director and Jim Briggs, Assistant City Manager for Utility Operations K Consideration and possible action to approve purchases from Active Network related to Class Software (Parks and Recreation) in an estimated amount of $26,000 -- Kimberly Garrett, Parks and Recreation and Randy Morrow, Director of Community Services L Consideration and possible action to approve a Resolution approving the 2009/10 Budget and related Property Tax Assessment for the Georgetown Village Public Improvement District #1 -- Laurie Brewer, Assistant Finance Director and Micki Rundell, Chief Financial Officer M Consideration and possible action to approve a Resolution documenting the City of Georgetown's support and acceptance of a grant from TxDOT to fund the rehabilitation of the airport streets and to install additional taxiway identification signs at the Georgetown Municipal Airport -- Travis McLain, Airport Manager and Paul Brandenburg, City Manager Legislative Regular Agenda N Public Hearing and First Reading of an Ordinance to amend the Unified Development Code (UDC) Section 10.02 "Summary of Permitted Signs", Section 10.04 "Sign Prohibited Under this Code", Section 10.06 "Sign Design and Area Regulations", and Section 16.04 "Definitions of Uses" and adding new Section 10.06.070 "Changeable Electronic Variable Message (CEVM) Signs" to allow Changeable Electronic Variable Message Signs — Elizabeth A. Cook, Community Development Director O Consideration and possible action on the formation and transition of Georgetown Utility Systems into a separately governed Utility Board — Jim Briggs, Assistant City Manager for Utility Operations P Discussion and possible action regarding information disbursement on issues that relate to Councilmembers' Districts — Bill Sattler, Councilmember District 4 Q Consideration and possible action to approve the bid for licensed electrician services to Mercury Electric Company in the estimated annual amount of $90,000.00 -- Terry Jones, Support Services Construction Manager and Micki Rundell, Chief Financial Officer R Consideration and possible action regarding an request for disannexation by Durwood M. (Woody) Thompson, Jr. relating to those certain tracts of land having the 2009 Williamson County Short ID http://agendas.georgetown.org/N4eetingAgenda.aspx?meetingid=106 10/23/2009 MeetingAgenda Page 3 of 4 R091153 and R038789, and the street addresses of 801 and 900 Carlson Cove, and located in 2006 Annexation Area No. 8 — Edward G. Potasek, AICP, Principal Planner and Elizabeth Cook, Community Development Director S Forwarded from the Georgetown Transportation Advisory Board (GTAB): Consideration and possible action for the award of the annual bid for Emulsion oil used in road construction to Ergon Asphalt & Emulsion, Inc. of Austin, Texas for the estimated amount of $50,414.70 — Mark Miller Transportation Services Manager and Jim Briggs, Assistant City Manager for Utility Operations T Forwarded from the Georgetown Utility System (GUS) Board: Consideration and possible recommendation to approve construction contract with Cunningham Constructors & Assoc., Inc. of Georgetown, Texas for the construction of the Lake Water Treatment Plant 3 MG Clearwell in the amount of $2,622,800.00 -- Glenn Dishong, Water Services Director and Jim Briggs, Assistant City Manager for Utility Operations U Forwarded from the Georgetown Utility System (GUS) Board: Consideration and possible action to award a contract to CDM Constructors Inc. (CCI), of Houston, Texas, for Lake Water Treatment Plant (LWTP) Filter #10 and Sun City Pump No. 4 and 5 for an amount not to exceed $2,033,200.00 -- Glenn Dishong, Water Services Director and Jim Briggs, Assistant City Manager for Utility Operations V Forwarded from the Georgetown Utility System (GUS) Board: Discussion and possible action to execute an agreement between the City of Georgetown and Clear Wireless LLC for the lease of antenna and equipment space at the James Street elevated storage tank in the amount of $29,000.00 -- Glenn Dishong, Water Services Director & Jim Briggs, ACM for Utility Operations W Forwarded from the Georgetown Utility System (GUS) Board: Consideration and possible action to amend the contract with the CH2M HILL OMI (OMI) for the management, operation, and maintenance of the City's water treatment plants for the period starting October I, 2009 through September 30, 2010 with an operating budget of $1,513,514.00 -- Glenn Dishong, Water Services Director and Jim Briggs, Assistant City Manager for Utility Operations x First Reading of an Ordinance to suspend enforcement of Subsection B of Section 10.16.030, and Section 10.16.082. of the Code of Ordinances for four months on all streets within the downtown overlay currently signed and marked for two-hour parking -- Mark Miller, Transportation Services Manager Y Second Reading of an Ordinance to amend the Unified Development Code (UDC) Section 3.13.010 "Applicability"; Section 3.15 "Variance (Zoning); repealing Chapter 4 Zoning Districts, Chapter 6 Lot Standards, and Chapter 7 Site Design Standards and adding new Chapter 4 Zoning Districts, Chapter 6 Residential and Agriculture Zoning Districts: Lot Dimensional and Design Standards, and Chapter 7 Non -Residential Zoning Districts: Lot Dimensional and Design Standards -- Elizabeth A. Cook, Community Development Director Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vemon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. Z Sec.551.071: Consultation with Attorney 1. Advice from attorney about pending or contemplated litigation and other matters on which the attorney has a duty to advise the City Council, including this week's agenda items 2. First Citizens Bank & Trust Company v. City of Georgetown,Cause No. D -1 -GN -08-02325, 53rd Judicial District, Travis County, Texas AA Sec 551.072: Deliberation about Real Property - 1. Discussion concerning the acquisition of a 31.61 -acre parcel of land in fee simple for road right-of- way and a 0.487 -acre parcel for a permanent utility easement, both parcels being out of a 164-2/3 acre tract of land owned by James David Honeycutt described in Document No. 199983673 of the Official Records of Williamson County, Texas, in connection with the Southeast Arterial One Roadway Project - Terri Glasby Calhoun, Real Estate Services Coordinator and Jim Briggs, Assistant City Manager for http://agendas.georgetown.org/MeetingAgenda.aspx?meetingid=106 10/23/2009 MeetingAgenda Page 4 of 4 Utility Operations - 2. Discussion concerning the acquisition of 0.180 -acre parcel of land for a permanent utility easement and a 0.468 -acre parcel of land for a temporary construction easement out of a tract of land described as Parcel 5, a called 12.50 -acre tract of land owned by Delia Cocke Griffin and Fayette Francis Griffin, husband and wife, as described in Document No. 2002072799 of the Official Records of Williamson County, Texas, in connection with the 16" Sun City Irrigation Line Project - Tem Glasby Calhoun, Real Estate Services Coordinator and Jim Briggs, Assistant City Manager for Utility Operations - 3. Discussion concerning the acquisition of a 30 -foot -wide permanent wastewater utility easement consisting of 1.59 acres and three (3) 20 -foot -wide temporary construction easements adjacent thereto consisting of (1) 1.062 acres along the entire eastern boundary of the easement; (2) 0.695 acres along a portion of the western boundary of the easement; and (3) 0.045 acres along a portion of the northern boundary of the easement; all on land owned by APW Corporation described as "Drainage and Park Area" in University Park, Section, a subdivision of record in Cabinet G, Slide 163, Plat Records of Williamson County, Texas, in connection with the SPG -1 Wastewater Line Project - Terri Glasby Calhoun, Real Estate Services Coordinator, Jim Briggs, Assistant City Manager for Utility Operations BB See. 551.074 Personnel Matters - Discussion regarding the goal setting criteria for the City Manager CC Sec.551.086 Competitive Matters - Discussion regarding a Memorandum of Understanding (MOU) between the City of Georgetown and City Public Service (CPS Energy) of San Antonio related to power supply issues -- Jim Briggs, Assistant City Manager for Utility Operations Adjournment Certificate of Posting 1, Jessica Hamilton, 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 '2009, at , and remained so posted for at least 72 continuous hours preceding the scheduled time of said meeting. Sandra Lee, City Secretary http://agendas.georgetown.org/MeetingAgenda.aspx?meetingid=106 10/23/2009 Council Meeting Date: October 27, 2009 Item No. _O_ AGENDA ITEM COVER SHEET SUBJECT: Consideration and possible action to approve a Task Order KPA 10-001 with Kasberg, Patrick & Associates, LP of Georgetown, Texas for professional services related to the Edwards Aquifer Recharge Zone Rehabilitation Phase VI & VII in the amount of $39,776.00. – Thomas R. Benz, P. E, Systems Engineering Director, Jim Briggs, ACM for Utility Operations ITEM SUMMARY: The Texas Commission Environmental Quality (TCEQ) regulation requires that wastewater systems over the Edwards Aquifer Recharge Zone (EARZ) be tested and corrected. Approximately 95% of the City's wastewater system is over the Edwards Aquifer Recharge Zone. The City's wastewater department performs all testing of the wastewater systems. Kasber& Patrick & Associates (KPA) reviews the testing data and recommends remedial action that is needed to be performed to prevent infiltration and exfiitrabon into the EARZ. KPA is a qualified firm due to their experience in reviewing the City of Georgetown's EARZ testing data, along with numerous projects they have done for the City of Georgetown and other wastewater rehabilitation. Pursuant to the Master Service Agreement, Task Order KPA 10-001 (attached) defines the scope of work, cost, and schedule. In general, the scope of work consists of the following: final design, TCEQ permitting, bidding phase, and construction administration. GUS BOARD RECOMMENDATION: Under $50,000 – does not go to GUS Board. STAFF RECOMMENDATIONS: Staff recommends approval of Task Order KPA 10-001 with Kasberg, Patrick, & Associates, LP of Georgetown, Texas, in the amount of $39,776.00. FINANCIAL IMPACT: Funds for this additional expenditure are available in the Wastewater CIP Budget. See attached CIP Budgetary & Financial Analysis Sheet. COMMENTS: ATTACHMENTS: CII' Budgetary & Financial Analysis Sheet Task Order KPA-10-01 Im • -,I,— Submitted I,_ Submitted By: Thomas R. Benz, P. E.>� Systems Engineering Director PROJECT NAME: Division/Department: Prepared By: CIP- Budgetary and Financial Analysis Worksheet DATE. Task Order KPA-10-01 for EARZ VI & VII 3BK 10/712009 GUS I Wastewater Director Approval O Michael Hallmark Finance Approval I LaKe 10/07/09 TOTAL ANNUAL BUDGET 1,000,000.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item B) (A + B) Budget Consulting 39,776.00 39,776.00 4% Right of Way 0.00 0% Construction 0.00 0% Other Costs 0.00 0% Total Current Year Costs 0.00 39,776.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 660-9-0581-90-200 1, 000.000.00 Total Budget 1,000,000.00 TOTAL PROJECT BUDGET 1,000,000.00 (includes all previous yrs) Prior Years Current Year I Total Proiect I % Total Consulting Right of Way Construction Other Costs osts Costs Budget 39,776.00 39,776.00 4% 0.00 0.00 0% 0.00 0.00 0% 0.00 0.00 0% Total Project Costs 0.00 39,776.00 39,776.00 Comments: Project Name: EARZ VI and VII Engineering Firm Name: Kasberg, Patrick & Associates, LP Task Order No. KPA-10-001 Date: 9-25-09 City's Designated Representative - Michael Hallmark City of Georgetown P.O. Box 409 Georgetown, Texas 78627 General Description of Services or Project: KPA will compile and summarize the testing results performed by City of Georgetown personnel in conjunction with the Phases VI and VII of the EARZ Rehabilitation program. Once the data has been compiled, KPA will determine the applicable rehabilitation methods and prepare detailed opinions of probable cost. A final report will be prepared detailing this information. City Provided Information or Work: The City shall provide the following services or perform the following work (describe): City of Georgetown Project No: 3BK General Ledger Account Number: 660-9-0581-90-078 Consultant will require coordination from the City to convert image and video files into a format that Consultant can open. Additionally, Consultant may require assistance from City Staff to field locate manholes during the compilation period. Any documents or information related to the Work/Services provided by the City to the Professional, including, without limitation, engineering studies, maps, reports, filed data, notes, plans, diagrams, sketches, or maps (the "Information') is and shall remain the property of the City, and Professional shall have no ownership or other interest in same. The Professional shall deliver to the City, if requested, a written itemized receipt for the Information, and shall be responsible for its safe keeping and shall return it to the City, upon request, in as good condition as when received, normal wear and tear excepted. Scope of Work: (describe in detail using additional or separate sheets if necessary): Preliminary Design services associated with the Edwards Aquifer Recharge Zone (EARZ) Phase VI and VII. The basic services for the preliminary design phase include: • Compiling field data collected by the City including test results, photographs and video of the City's wastewater infrastructure • Summarizing wastewater infrastructure defects noted during the City's testing phase and classfying as Collection Lines, Manholes or Service Lines. • Summarizing the general quantity of inflow/infiltration and/or exflow/exfiltration for each defect Master Services Agreement - Task Order KPA-10-001 Version 8.28.2009 Page 1 • Recomend rehabilitation method for each defect • Prepare detailed opinion of probable costs for rehabilitation of all Collection Line, Manhole and Public Service defects indentified by City testing All testing, summaries, recommendations and OPCS will be presented in a final report. Statement Regarding Non -Collusion; Prohibited Financial Interests; Prohibited Political Influences: (Per Article 36 in the Master Service Agreement): Professional hereby represents and warrants to City that Professional shall not perform any work or services for a third party that is potentially or actually related to, connected to, a part of, or integral to the work or services that it has performed is or is performing for the City under this Task Order. Professional shall have the affirmative duty to bring all such conflicts or potential conflicts to the attention of the City, and Professional agrees that the City shall be the sole judge as to whether a conflict or potential conflict of interest with work for private parties or Developer work exists. If in the judgment of the City such a conflict or potential conflict between City work and Developer work exists, then Professional agrees to terminate all work under the affected Task Order(s) immediately and that it shall not be eligible for payment for such services. Compensation: (Pick one) ❑ Time and Materials with Amount Not to Exceed. - Services to be provided at rates shown on Exhibit B in an amount not to exceed $ DOLLARS and CENTS. ® Lump Sum: Services to be provided at rates shown on Exhibit B in an amount not to exceed $ (39,776.00) THIRTY-NINE THOUSAND SEVEN HUNDRED SEVENTY-SIX DOLLARS and ZERO CENTS. APPROVED: CITY OF GEORGETOWN By: Name: Title: Address: Phone: Fax: E -Mail: Date: George G. Garver Mayor P. O. Box 409, Georgetown, TX 78627 512-930-3651 512-930-3659 ms@georgetowntx.org PROFESSIONAL Firm Name: Kasberg, Patrick & Associates, LP By: f Name: R. David Patrick, P.E. Title: Principal Address: 3613 Williams Dr. Ste 406 Georgetown, TX 78628 Phone: 512-819-9478 Fax: E -Mail: dpatrick@kpaengineers.com Date: 0/0 /, /0 F Master Services Agreement — Task Order KPA-10-001 Version 8.28.2009 Page 2 Edwards Aquifer Recharge Zone -- Phase VI and VII Clerical CAD EIT PE Principal Direct Fees Total Preliminary Design $30,964 Compile Manhole Data 32 4 2 $ 3,522 Compile Smoke Test Data 1 24 4 2 $ 2,834 Review Videos and Compile Data 40 8 4 $ 4,980 Summarize Defects 32 4 4 $ 3,812 Recommend Rehabilitation Method 24 8 8 $ 4,184 Prepare Detailed OPCS 32 4 4 $ 3,812 Format Data into Report Sheets 32 4 2 $ 3,522 Prepare Summary Mas 401 8 21 2 $ 4,298 Report Preparation $ 8,812 Draft Report Preparation 16 24 2 350 $ 3,392 Inco orate Review Comments 8 2 $ 978 Final Report Preparation 24 20 21 1400 $ 4,442 Project Total 1 401 401 276 381 34 $ 39,776 EXMBIT B Charges for Additional Services City of Georgetown Edwards Aquifer Recharge Zone Phase VI and VII POSITION Principal Project Manager Project Engineer Engineer -in -Training Engineering Technician CAD Technician Clerical Expenses Computer Survey Crew Registered Public Surveyor MULTIPLIER SALARY COST/RATES 2.4 $ 75.00 - 90.00/hour 2.4 55.00 - 70.00/hour 2.4 40.00 - 55.00/hour 2.4 30.00 - 40.00/hour 2.4 20.00 - 35.00/hour 2.4 18.00 - 32.00/hour 2.4 15.00 - 20.00/hour 1.1 actual cost 1.0 15.00/hour 1.1 95.00 - 120.00/hour 1.0 90.00/hour Name Z Phase VI and VII Receive Notice to Proceed Summarize Manhole Data Summarize Smoke Test Data Watch Videos and Summarize Data Determine Rehabilitation Method Prepare Exhibits Meet with City Staff Prepare Opinion of Probable Cost Prepare Draft Report Prepare Final Report 57 days Mon 11/7J99 AN 1/'19/10 1 day Mon 11/2/0£ Mon 111210£ 10 days Tue 11/3/09 Mon 11/16/0£ 5 days Tue 11/3109 Mon 11/9/0£ 15 days Tue 11/10/0£ Mon 11/30/0£ 5 days Mon 11/3010£ Fri 12/4/09 15 days Wed 11/18/09 Tue 12/80£ 1 day Tue 1218/09 Tue 12/8/0£ 5 days Wed 12/9/09 Tue 12/15/09 15 days Wed 12/16109 Tue 1/5110 10 days Wed 1/6/10 Tue 1/19/1( B M November December January E B M E B M I_. E..__B. _.M_ E Task 0 Milestone . External Tasks Project: 10 71 Date: Weded 10/7/09 Split Summary ^ External Milestone Progress Project Summary ^ Deadline _ Page 1 Council Meeting Date: October 27, 2009 Item No. V1 AGENDA ITEM COVER SHEET SUBJECT: Consideration and possible approval to appoint the Assistant City Manager for Utility Operations as signature authority on behalf of the City for joint use agreements in matters relating to sharing Texas Department of Transportation rights-of-way for City utilities and utility adjustment work. — Jim Briggs, Assistant City Manager for Utility Operations and Thomas R. Benz, P.E., Systems Engineering Director. ITEM SUMMARY: Periodically, the City has a need to enter into a Utility Agreement with TxDOT for sharing rights-of-way (ROW) with TxDOT. Typically, these agreements are routine in nature and can better be more efficiently executed through an administrative process rather than through Council actions. Further, TxDOT has provided a mechanism to allow administrative signature for execution of these agreements. Attached is a Blanket Signature Authorization form which appoint the Assistant City Manager for Utility Operations as signature authority on behalf of the City for joint use agreements in matters relating to sharing TxDOT rights-of-way for City utilities and utility adjustment work. FINANCIAL IMPACT: None STAFF RECOMMENDATION: Staff recommends Council appoint the Assistant City Manager for Utility Operations as signature authority on behalf of the City for joint use agreements in matters relating to sharing Texas Department of Transportation rights-of-way for City utilities and utility adjustment work. ATTACHMENTS: Letter to TxDOT - Blanket Signature Authority Authorization Submitted By: Thomas R. Benz, P.E. Jim oggs, Systems Engineering DireoQr Assis an City M cgo Al for Utility Operations Council Meeting Date: October 27, 2009 Item No. AGENDA ITEM COVER SHEET SUBJECT: Consideration and possible action for approval of Task Order No. TCI 10-001 with Terracon Consultants, Inc., of Austin, Texas, for professional engineering services related to the Lake Water Treatment Plant 3 MG Clearwell in an amount not to exceed $20,000.00.Thomas R. Benz, P. E., Systems Engineering Director & Jim Briggs, ACM for Utility Operations. ITEM SUMMARY: The Task Order services will include sampling an laboratory testing of soils, periodic observation of earth work operations, and moisture -density testing of subgrade and compacted soil, verification of reinforcing steel size, spacing, and configuration prior to concrete placement, and monitoring of concrete during placement for structural elements, sampling concrete, and conducting slump and concrete compressive strength tests, and coring and compressive strength testing of shotcrete. GUS BOARD RECOMMENDATION: Under $50,000 — does not go to GUS Board. STAFF RECOMMENDATION: Staff recommends approval of Task Order No. TCI -10-001 with Terracon Consultants, Inc., for an amount not to exceed $20,000.00 FINANCIAL IMPACT: Attached is the project CII' — Budget and Financial Analysis sheet. ATTACHMENTS: CIP — Budget and Financial Analysis sheet. Task Order No. TCI -10-001 Submitted By: Thomas R. Benz, P.E. I Systems Engineering Director CIP- Budgetary and Financial Analysis Worksheet Ut:NtKAL LtUlitK ALA L)UN I NUMCtK 660-9-0580-90-220 l;T t3Ut 3,900. Total Budget 3,900,000.00 TOTAL PROJECT BUDGET 2,932,457.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Consulting Spent/Encumbered Costs Costs DATE. PROJECT NAME: Task Order TCI -10-001 291, 600.00 2BJ 1018/2009 Division/Department: Gus I Water 0.00 Director Approval Construction Prepared By: Michael Hallmark 2,622,800.00 Finance Approval LaXe 10/8/09 TOTAL ANNUAL BUDGET 3,900,000.00 20,000.00 1% (Current year only) Actual Cost Agenda Total Spent Encum/Prev. adenda Item & Encumbered % Annual (A) before agenda item B) (A + B) Budget Consulting CDM 291,600.00 291,600.00 7% Right of Way 0.00 0% Construction CCI 2.622,800.00 2,622,800 00 67% Other Costs Tenacon Testing 20,000.00 20,000.00 1% Total Current Year Costs 2,914,400.00 2,934,400.00 Approved Ut:NtKAL LtUlitK ALA L)UN I NUMCtK 660-9-0580-90-220 l;T t3Ut 3,900. Total Budget 3,900,000.00 TOTAL PROJECT BUDGET 2,932,457.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Consulting Spent/Encumbered Costs Costs Budget 291, 600.00 291, 600.00 10% Right of Way 0.00 0.00 0 Construction 2,622,800.00 2,622,800.00 89% Other Costs 20,000.00 20,000.00 1% Total Project Costs 291,600.00 2,642,800.00 2 Comments: Project Name: Lake Water Treatment Plant 3MG Clearwell Improvements Engineering Firm Name: Terracon Consultants, Inc. Task Order No. TCI -10-001 Date: 10/7/09 City's Designated Representative - Michael Hallmark City of Georgetown P.O. Box 409 Georgetown, Texas 78627 General Description of Services or Project: Lake Water. Treatment Plant 3MG Clearwell Improvements Construction materials testing of soil, reinforcing steel observation and concrete observation and testing and coring and ocmpressive strength testing of shotcrete City Provided Information or Work: The City shall provide the following services or perform the following work (describe): City of Georgetown Project No: 2BJ General Ledger Account Number: 660-9-0580-90-220 The City of Georgetown shall provide construction plans and specifications, schedule testing services and select test locations. Any documents or information related to the Work/Services provided by the City to the Professional, including, without limitation, engineering studies, maps, reports, filed data, notes, plans, diagrams, sketches, or maps (the "Information") is and shall remain the property of the City, and Professional shall have no ownership or other interest in same. The Professional shall deliver to the City, if requested, a written itemized receipt for the Information, and shall be responsible for its safe keeping and shall return it to the City, upon request, in as good condition as when received, normal wear and tear excepted. Scope of Work (describe in detail using additional or separate sheets if necessary): Terracon's scope of services includes sampling and laboratory testing of soils, periodic observation of earthwork operations, and moisture -density testing of subgrade and compacted soil; verification of the reinforcing steel size, spacin& and configuration prior to concrete placement; and monitoring of concrete during placement for structural elements, sampling concrete, and conducting slump and concrete compressive strength tests, and coring and compressive strength testing of shotcrete Master Services Agreement - Task Order TCI -10-001 Version 8.28.2009 Page 1 Statement Regarding Non -Collusion; Prohibited Financial Interests; Prohibited Political Influences: (Per Article 36 in the Master Service Agreement): Professional hereby represents and warrants to City that Professional shall not perform any work or services for a third party that is potentially or actually related to, connected to, a part of, or integral to the work or services that it has performed is or is performing for the City under this Task Order. Professional shall have the affirmative duty to bring all. such conflicts or potential conflicts to the attention of the City, and Professional agrees that the City shall be the sole judge as to whether a conflict or potential conflict of interest with work for private parties or Developer work exists. If in the judgment of the City such a conflict or potential conflict between City work and Developer work exists, then Professional agrees to terminate all work under the affected Task Order(s) immediately and that it shall not be eligible for payment for such services. Compensation: (Pick one) ® Time and Materials with Amount Not to Exceed: - Services to be provided at rates shown, on Exhibit B in an amount not to exceed $20,000.00 TWENTY THOUSAND DOLLARS and 0 CENTS. ❑ Lump Sum: Services to be provided at rates shown on Exhibit B in an amount not to exceed $ DOLLARS and ZERO CENTS. APPROVED: CITY OF GEORGETOWN By: Name: Title: George G. Garver Mayor Address: P O Box 409 Georgetown, TX 78627 Phone: 512.930.3652 Fax: 512.930.3659 E -Mail: ms@georgetowntx.org Date: Master Services Agreement — Task Order TCI -10-001 Version 8.28.2009 PROFESSIONAL Firm Name: Terracon Consultants, Inc,, Name: David L. Pickett, P.E. Title: Manager Construction Material Services Address: 5307 Industrial Oaks, #160 Austin, TX 78735 Phone: 512.442.1122 Fax: 512.442.1181 E -Mail: dlpickett@terracon.com Date: /p pg —pq Page 2 Council Meeting Date: October 27, 2009 Item No. AGENDA ITEM COVER SHEET SUBJECT: Consideration and possible action to approve Task Order No. SEL -10-001 with Schneider Engineering, Ltd. (SEL), of Boerne, Texas, for professional services related regulatory supports in an amount not to exceed $47,500.00. — Thomas R. Benz, P. E., Systems Engineering Director, Jim Briggs, ACM for Utility Operation ITEM SUMMARY: SEL will provide annual support to the GUS technical staff to assure that the City remains compliant with the National Electric Reliability Standards requirements mandated by FERC and enforced by NERC through the Texas Regional Entity (ERCOT/IRE). Items addressed in this Task Order are: Preparation of Load -Serving Entity (LSE) Registration (NON-RECURRING) Preparation of Transmission Planner (TP) Registration (NON-RECURRING) Annual NERC/TRE Registration Maintenance (RECURRING) Segment 4 — Annual Transmission Planning Studies (RECURRING) GUS BOARD RECOMMENDATION: Under $50,000 — does not go to GUS Board STAFF RECOMMENDATION: Staff recommends the approval of Task Order SEL 10-001 in an amount not to exceed $47,500.00. FINANCIAL IMPACT: See the attached Budgetary and Financial Analysis sheet. COMMENTS: ATTACHMENTS: CIP Budgetary & Financial Analysis Task Order SEL -10-001 Attachment 1 Cost Per Item F"-Iw 60 w M411 Submitted By: Thomas R. Benz, P. V ,J Systems Engineering Director PROJECT NAME: Division/Department: Prepared By: CIP- Budgetary and Financial Analysis Worksheet DATE. NERC Compliance Support 560 10/2712009 GUS/Electric Director Approval 0 Tom Benz Finance Approval LAKE 10/15/09 TOTAL ANNUAL BUDGET 360,000.00 360,000.00 (Current year only) 47,500.00 (includes all previous yrs) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B) (A + B) Budget Consulting 47,500.00 47,500.00 13% Right of Way 0.00 0.00 0% Construction 0.00 0.00 0% Other Costs 0.00 0.00 0% Total Current Year Costs 0.00 47,500.00 U t:Nt:KAL LLUUtK AL L UUN 1 NUMULK 610-9-0580-90-022 Approved l.T Ouc 360, Total Project Costs 0.00 47,500.00 47,500 Comments: Total Budget 360,000.00 TOTAL PROJECT BUDGET 47,500.00 (includes all previous yrs) Prior Years Current Year Total Project % Total S enUEncumbered Costs Costs Budget Consulting 47,500.00 47,500.00 100.00% Right of Way 0.00 0.00 0 Construction 0.00 0.00 0 Other Costs 0.00 0.00 0 Total Project Costs 0.00 47,500.00 47,500 Comments: Project Name: NERC/Texas RE Manditory Compliance Support 2009/2010 Engineering Firm Name: Schneider Engineering, Ltd Task Order No. SEL -10-001 Date: 10/2/09 City's Designated Representative — Jimmy Sikes City of Georgetown P.O. Box 409 Georgetown, Texas 78627 General Description of Services or Project: Provide annual support to the GUS technical staff to assure that the City remains compliant with the National Electric Reliability Standards requirements mandated by FERC and enforced by NERC through the Texas Regional Entity (ERCOT/TRE). City Provided Information or Work: The City shall provide the following services or perform the following work (describe): City of Georgetown Project No: 5130 General Ledger Account Number. 610-9-0580-90-022 Tender copies of notices, correspondence, alerts and other documents (regular mail and a -mail) from ERCOT, ERCOT/TRE, NERC and/or FERC related to federal and state Reliability Standards and compliance, certifications (including self-certdications), and new/updated compliance standards and requirements. Load, cost and facility information and data, as may be required during the annual Transmission Planning process. Any documents or information related to the Work/Services provided by the City to the Professional, including, without limitation, engineering studies, maps, reports, filed data, notes, plans, diagrams, sketches, or maps (the 'Information") is and shall remain the property of the City, and Professional shall have no ownership or other interest in same. The Professional shall deliver to the City, if requested, a written itemized receipt for the Information, and shall be responsible for its safe keeping and shall return it to the City, upon request, in as good condition as when received, normal wear and tear excepted. Master Services Agreement — Task Order #SEL -10-001 Version 828.2009 Page 1 Scope of Work: (describe in detail using additional or separate sheets if necessary): c Segment 1- Preparation of Load -Serving Entity (LSE) Registration (NON-RECURRING) - Review all mandatory LSE standards and requirements - Identify non -applicable (WA) standards and requirements; - Develop written justification for determinations of non -applicability for any standard or requirement; - Develop internal processes, procedures and documentation necessart to attain full compliance with applicable mandatory standards; - Update existing NERC/TRE Reliability Standards Compliance piaybook. o Segment 2 - Preparation of Transmission Planner (TP) Registration (NON-RECURRING) - Review all mandatory TP standards and requirements - Identify non -applicable (N(A) standards and requirements; - Develop written justification for determinations of non -applicability for any standard or requirement; - Develop internal processes, procedures and documentation necessart to attain full compliance with applicable mandatory standards; - Update existing NERC/TRE Reliability Standards Compliance playbook. o Segment 3- Annual NERC/TRE Registration Maintenance (RECURRING) - Monitor ERCOT and TRE website and other public information sources in order to track the status of updates to existing standards and the development of new standards and requirements. - Providing written briefings to GUS staff regarding emerging issues potentially related to GUS's mandatory registrations with NERC/TRE. - Review emerging issues with GUS staff. Jointly determine whether individual issues require no action, further monitoring, or immediate action. - Review current versions of NERC/TRE standards posted on the NERC website on a quarterly basis to determine whether any new revisions were issued since the prior quartedy review. Provide written update to GUS staff - Review and update existing GUS reliability standards, processes and documentation which support GUS's mandatory Reliability Standards Compliance Self -Certification on file with ERCOT/TRE for the City's Distribution Provider (DP), Load -Serving Entity (LSE ), Transmission Owner (TO) and Transmission Planner (TP) NERC/TRE registrations. Provide written update to GUS staff on current status and/or required updates. - Develop new standards, procedures and documentation required to maintain compliance. Master Services Agreement - Task Order #SEL -10-001 Version 8.28.2009 Page 2 - Assist with executing the annual self -certification computer upload through the Texas RE electronic portal. o Segment 4 - Annual Transmission Planning Studies (RECURRING) Perform an Transmission Planning Study procedure aligned with the requirements of the NERC TPL- 001-0 through TPL-004-0 standards, in support of GUS's Transmission Planner Registration and Self Certification process. Procedure addressed development of planning criteria, data gathering and ERCOT case procurement, GUS and ERCOT transmission data validation, GUS and ERCOT transmission configuration validation, load modeling, and outline of transmission load flow cases to be run for Category A, B, C and D conditions far the I to .i and 6 to 10 year planning horizons. See Attachment A. Deliverables for each of the four sections of the Transmission Planning Study are: - Validated PowerWorld databases and case printouts - A summary of rationale and selection criteria for contingencies (R1.3, Categories B, C and D) - A written summary of plans to achieve the required system performance as described in each standard throughout the planning horizon (R2.1) A written summary documenting the results of the Transmission System reliability studies and corrective actions, to be submitted amraally to ERCOTITRE (R3) Statement Regarding Non -Collusion; Prohibited Financial Interests; Prohibited Political Influences: (Per Article 36 in the Master Service Agreement): Professional hereby represents and warrants to City that Professional shall not perform any work or services for a third party that is potentially or actually related to, connected to, a part of, or integral to the work or services that it has performed is or is performing for the City under this Task Order. Professional shall have the affirmative duty to bring all such conflicts or potential conflicts to the attention of the City, and Professional agrees that the City shall be the sole judge as to whether a conflict or potential conflict of interest with work for private parties or Developer work exists. If in the judgment of the City such a conflict or potential conflict between City work and Developer work exists, then Professional agrees to terminate all work under the affected Task Order(s) immediately and that it shall not be eligible for payment for such services. Master Services Agreement - Task Order #SEL -10-001 Version 8.282009 Page 3 Compensation: (Pick one) ® Time and Materials with Amount Not to Exceed: - Services to be provided at rates shown on Exhibit B in an amount not to exceed $ FORTY-SEVEN THOUSAND, FIVE HUNDRED DOLLARS and ZERO CENTS, allocated to work segments as follows: Segment 1- $10,000 Segment 2 - $ 5,000 Segment 3- $10,000 Segment 4 - $20,000 Contingency - $2,500 ❑ Lump Sum: Services to be provided at rates shown on Exhibit B in an amount not to exceed $ DOLLARS and ZERO CENTS. CITY OF GEORGETOWN PROFESSIONAL Firm Name: Schn Ltd. h By: By: `7' \ V Name: George G. Garver Name: L ce Pettigre .E. Title: Mayor Title: ice President / artner Address: P O Box 409 Address: 191 Menger Springs Pkwy. Georgetown, TX 78627 Boerne, TX 78006 Phone: 512.930.3651 Phone: 830.249.3887 Fax: 512.930.3659 Fax: 830.249.4899 E -Mail: ms@georgetowntx.org E -Mail: Lpettigrew@se-texas.com Date: Date: 10.16.09 Master Services Agreement — Task Order #SEL -10-001 Version 8282009 Page 4 Attachment 1 Master Services Agreement — Task Order ASEIr10-001 i . , ' I ,1 i Version 8.28.2009 Page 5 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-001-0 - System Performance Under Normal Conditions (Category A) 1 - 5 Year Planning Horizon (Requirement R1.2. R1.3) 1. Develop draft Transmission and Substation Planning Criteria and submit to GUS for approval 2. Obtain latest ERCOT RPG "Dataset A" cases representing a five-year look - ahead (Summer and Winter) for the ERCOT system, for "normal" operating conditions (as defined in NERC Standard TPL-001). 3. Validate GUS transmission system facilities representation in ERCOT Dataset A cases, including: a. Transmission line i. conductor size ii. line rating (a) normal (a) short time emergency iii. line length iv. line framing v. line impedance b. Transmission line terminal equipment i. circuit breakers ii. switches iii. voltage transformers, CT's, carrier equipment iv. other equipment 4. Validate GUS transmission system configuration as represented in the ERCOT Dataset A case (open / closed points) 5. Validate substation demands represented in the ERCOT Dataset A case. Compare to the latest ALDR submission to LCRA. 6. Develop alternative load models for the GUS system to represent actual GUS substation coincident seasonal peaks. 1 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-001-0 - System Performance Under Normal Conditions (Category A) 7. Run transmission load flow studies for base ("all -in" conditions) for the "year 1" case in the five-year Dataset A cases, under the following constraints: a. Straight "off-the-shelf' Dataset A conditions b. Alternative GUS actual substation coincident peak conditions 8. Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: a. Voltage at substation transmission supply bus is a minimum of 95% b. Loadings on lines are within 85% of line rating (including any terminal limitations) c. Loading on power transformers are within 85% of seasonal maximum rating. 9. If any normal operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 10. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a short-term tactical plan to relieve deficits which can be implemented in a 12 - 18 month timeframe. 11. Run transmission load flow studies for base ("all -in" conditions) for the "year 5" cases in the five-year Dataset A cases, under the following constraints: a. Straight "off-the-shelf' Dataset A conditions b. Alternative GUS actual substation coincident peak conditions NOTE: CASES SHOULD INCLUDE ANY IMPROVEMENTS RECOMMENDED AS A RESULT OF THE "YEAR 1" ANALYSIS 12. If any normal operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 13. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a System Improvement Plan to relieve deficits which can be implemented in a 24-60 month timeframe. 14. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from "year 1 " thru "year 4" to validate appropriate target service date for the recommended System Improvement Plan. P: Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-001-0 - System Performance Under Normal Conditions (Category A) 6 - 10 Year Planning Horizon (Requirement R1.2, R1.3) 15.Develop expanded 10 -year substation load forecast based upon 7 -year LCRA TSIP forecast. 16. Update Dataset A year 5 case to reflect projected Year -10 forecasted substation loads 17. Update Year -10 case to reflect system upgrades/improvements resulting from the Year -1 thru Year -5 cases. 18. Update GUS transmission system configuration (open / closed points) as needed 19. Run transmission load flow studies for base ("all -in" conditions) for the "year 10" case, using the Alternative GUS actual substation coincident peak conditions, and focusing on marginal conditions identified in the five-year planning horizon that may have longer lead times. 20.Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: a. Voltage at substation transmission supply bus is a minimum of 95% b. Loadings on tines are within 85% of line rating (including any terminal limitations) c. Loading on power transformers are within 85% of seasonal maximum rating. 21. Analyze capacity normal transfer limits at GUS boundary points with neighboring systems. 22. If any normal operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 23.If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a System Improvement Plan to relieve deficits which can be implemented in a 72 - 120 month timeframe. 24. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from 'year 6 " thru "year 10" to validate the appropriate target service date for the recommended System Improvement Plan. 3 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-003-0 - System Performance Following Loss of Two or More BES Element (Category C) 1 - 5 Year Planning Horizon (Requirement R1.2, R1.3) 1. Develop list of double -contingency outages to be tested (on -system, off -system, and combinations) 2. Run transmission load flow studies for double -contingency outage conditions for the 'year 1" case in the five-year Dataset A cases, under the following constraints: a. Straight 'off-the-shelf Dataset A conditions b. Alternative GUS actual substation coincident peak conditions (developed in the TPL-001-0 analysis) 3. Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: a. Voltage at substation transmission supply bus is a minimum of 92% b. Loadings on lines are within 90% of line rating (including any terminal limitations) c. Loading on power transformers are within 90% of seasonal maximum rating. 4. If any operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 5. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a short-term tactical plan to relieve deficits which can be implemented in a 12 - 18 month timeframe. 6. Run transmission load flow studies for double -contingency outage conditions for the 'year 5' cases in the five-year Dataset A cases, under the following constraints: a. Straight "off-the-shelf Dataset A conditions b. Alternative GUS actual substation coincident peak conditions Review of contingencies selected may need to be reviewed by TRE, ERCOT, and/or LCRA (Requirements, R 1.3) 1 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-003-0 - System Performance Following Loss of Two or More BES Element (Category C) NOTE: CASES SHOULD INCLUDE ANY IMPROVEMENTS RECOMMENDED AS A RESULT OF THE "YEAR 1" ANALYSIS 7. If any double -contingency operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system (GUS and off -system). 8. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a System Improvement Plan to relieve deficits which can be implemented in a 24-60 month timeframe (GUS and off -system portions). 9. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from "year 1 " thru 'year 4" to validate appropriate target service date for the recommended System Improvement Plan. 6 - 10 Year Planning Horizon (Requirement R1.2, R1.3) 10. Using the expanded 10 -year substation load forecast developed in the TPL-001- 0 analysis, run transmission load flow studies for double -contingency outage conditions for the 'year 10" case, using the Alternative GUS actual substation coincident peak conditions, and focusing on marginal conditions identified in the five-year planning horizon that may have longer lead times. 11.Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: 2 a. Voltage at substation transmission supply bus is a minimum of 92% b. Loadings on lines are within 90% of line rating (including any terminal limitations) c. Loading on power transformers are within 90% of seasonal maximum rating. 12. Analyze capacity emergency transfer limits at GUS boundary points with neighboring systems. 13.If any double -contingency outage conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. s After Planned/Controlled Load Shedding ii Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-003-0 - System Performance Following Loss of Two or More BES Element (Category C) 14. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system 3, develop a System Improvement Plan to relieve deficits which can be implemented in a 72 - 120 month timeframe. 15. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from 'year 6 " thru 'year 10" to validate appropriate target service date for the recommended System Improvement Plan. s After Planned/Controlled Load Shedding 3 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-002-0 - System Performance Following Loss of a Single BES Element (Category B) 1 - 5 Year Planning Horizon (Requirement R1.2, R1.3) 1. Develop list of single -contingency outages to be tested (both on -system and off - system) t 2. Run transmission load flow studies for single -contingency outage conditions for the "year 1" case in the five-year Dataset A cases, under the following constraints: a. Straight "off-the-shelf' Dataset A conditions b. Alternative GUS actual substation coincident peak conditions (developed in the TPL-001-0 analysis) 3. Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: a. Voltage at substation transmission supply bus is a minimum of 92% b. Loadings on lines are within 90% of line rating (including any terminal limitations) c. Loading on power transformers are within 90% of seasonal maximum rating. d. No more than 20 MW of peak load shall be interrupted for a single anticipated on non -anticipated even to include loss of transmission line, circuit breaker, station bus, etc. Radial substation with more than 20 MW of peak load will be identified as requiring looped transmission service. 4. If any operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 5. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a short-term tactical plan to relieve deficits which can be implemented in a 12 - 18 month timeframe. 6. Run transmission load flow studies for single -contingency outage conditions for the "year 5" cases in the five-year Dataset A cases, under the following constraints: ' ' Review of contingencies selected may need to be reviewed by TRE, ERCOT, and/or LCRA (Requirements, R 1.3) 1 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-002-0 - System Performance Following Loss of a Single BES Element (Category B) a. Straight "off-the-shelf' Dataset A conditions b. Alternative GUS actual substation coincident peak conditions NOTE: CASES SHOULD INCLUDE ANY IMPROVEMENTS RECOMMENDED AS A RESULT OF THE "YEAR 1" ANALYSIS 7. If any single -contingency operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 8. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a System Improvement Plan to relieve deficits which can be implemented in a 24-60 month timeframe. 9. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from "year 1 " thru "year 4" to validate appropriate target service date for the recommended System Improvement Plan. 6 -10 Year Planning Horizon (Requirement R1.2, R1.3) 10. Using the expanded 10 -year substation load forecast developed in the TPL-001- 0 analysis, run transmission load flow studies for single -contingency outage conditions for the "year 10" case, using the Alternative GUS actual substation coincident peak conditions, and focusing on marginal conditions identified in the five-year planning horizon that may have longer lead times. 11.Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: a. Voltage at substation transmission supply bus is a minimum of 92% b. Loadings on lines are within 90% of line rating (including any terminal limitations) c. Loading on power transformers are within 90% of seasonal maximum rating. 12. Analyze capacity emergency transfer limits at GUS boundary points with neighboring systems. 13.If any single -contingency outage conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 2 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-002-0 - System Performance Following Loss of a Single BES Element (Category B) 14. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a System Improvement Plan to relieve deficits which can be implemented in a 72 - 120 month timeframe. 15. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from "year 6 " thru "year 10" to validate appropriate target service date for the recommended System Improvement Plan. 3 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-004-0 - System Performance Following Extreme BES Events (Category D) 6.Y4:11110191119[QlMi■:lA[��►O1 1 - 5 Year Planning Horizon (Requirement R1.2, R1.3) 1. Develop list of Extreme Events from among the events described in Table I, Category D (Loss of Two or More BES Elements) in the TPL-004-0 standard (on - system, off -system, and combinations) 2 2. Run transmission load flow studies for Extreme Event outage conditions for the "year 1" case in the five-year Dataset A cases, under the following constraints: a. Straight "off-the-shelf' Dataset A conditions b. Alternative GUS actual substation coincident peak conditions (developed in the TPL-001-0 analysis) 3. Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: a. Voltage at substation transmission supply bus is a minimum of 92% b. Loadings on lines are within 90% of line rating (including any terminal limitations) c. Loading on power transformers are within 90% of seasonal maximum rating. d. No cascading outages 4. If any operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 5. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a short-term tactical plan to relieve deficits which can be implemented in a 12 - 18 month timeframe. 6. Run transmission load flow studies for Extreme Event outage conditions for the ,.year 5" cases in the five-year Dataset A cases, under the following constraints: ' Analyses for'TPL-004-0 are limited to steady-state transmission system analyses. The inability of the transmission load flow analysis models to produce a solved power flow solution for a particular Extreme Event will be deemed to be potentially a cascading outage. Transient analysis, including loss -of - frequency events is not addressed by these studies and is left to the regional planning and reliability entities. 2 Review of contingencies selected may need to be reviewed by TRE, ERCOT, and/or LCRA (Requirements, R 1.3) 11 Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-004-0 - System Performance Following Extreme BES Events (Category D) a. Straight 'off-the-shelf" Dataset A conditions b. Alternative GUS actual substation coincident peak conditions NOTE: CASES SHOULD INCLUDE ANY IMPROVEMENTS RECOMMENDED AS A RESULT OF THE "YEAR 1" ANALYSIS 7. If any Extreme Event operating conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system (GUS and off -system). 8. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system, develop a System Improvement Plan to relieve deficits which can be implemented in a 24-60 month timeframe (GUS and off -system portions). 9. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from "year 1 " thru 'year 4" to validate appropriate target service date for the recommended System Improvement Plan. 6 -10 Year Planninq Horizon (Requirement R1.2, R1.3) 10. Using the expanded 10 -year substation load forecast developed in the TPL-001- 0 analysis, run transmission load flow studies for Extreme Event outage conditions for the 'year 10" case, using the Alternative GUS actual substation coincident peak conditions, and focusing on marginal conditions identified in the five-year planning horizon that may have longer lead times. 11.Analyze results and compare to GUS Transmission and Substation Planning Criteria; specifically: 3 a. Voltage at substation transmission supply bus is a minimum of 92% b. Loadings on lines are within 100% of line rating (including any terminal limitations) c. Loading on power transformers are within 100% of seasonal maximum rating. 12. Analyze capacity emergency transfer limits at GUS boundary points with neighboring systems. s After Planned/Controlled Load Shedding Ii Transmission Planning Study Procedure for NERC Self -Certification Standard TPL-004-0 - System Performance Following Extreme BES Events (Category D) 13. If any Extreme Event outage conditions do not meet planning criteria, analyze whether deficiencies can be corrected using alternate switching and/or reconfiguration of the transmission system. 14. If deficiencies cannot be corrected using alternate switching and/or reconfiguration of the transmission system °, develop a System Improvement Plan to relieve deficits which can be implemented in a 72 - 120 month timeframe. 15. Perform a sensitivity analysis (as needed) by running additional Dataset A cases from "year 6 " thru "year 10" to validate appropriate target service date for the recommended System Improvement Plan. ° After Planned/Controlled Load Shedding K Council Meeting Date: October 27, 2009 Item No. Q AGENDA ITEM COVER SHEET SUBJECT: Consideration and possible action on the formation and transition of Georgetown Utility Systems into a separately governed Utility Board. ITEM SUMMARY: City Council asked that Georgetown UtilitySystems (GUS) evaluate the formation and creation of GUS into a formal Utility Board. For several months, three (3) different experts have presented information related to this topic. I have completed a white paper with backup from these presentations and made a presentation to the GUS Board for consideration and action. The GUS Board has recommended that this issue proceed to the City Council for consideration and possible action. BOARD RECOMMENDATION: The GUS Board recommended to forward to Council for their consideration the White Paper and its attachments with one change that is at the top of page six (last page of White Paper) 'Recommendation: This is one possible approach on how to structure a Board and its responsibilities." Motion by Beach, second by Nett. Approved 5-1-1 (Lenning absent, Page opposed) STAFF RECOMMENDATION: Staff recommends proceeding with analysis and greater detail of the structural and financial impacts of such a governance structure. SPECIAL CONSIDERATIONS: NONE FINANCIAL IMPACT: Request to consider funding up to $10,000.00 in added resources to further analyze the creation, financial impact, organization, and working relationship of a separate Board. NONE ATTACHMENTS: White Paper Document from Lambeth Townsend — Legal Issues Document from Carol Polumbo — Debt & Bond Issues Document from Bill Taylor—Board and Management Effectiveness APPA 2001 Governance Survey MEMORANDUM TO: GUS Advisory Board FROM: Jim Briggs, ACM RE: Formation of a Separate Utility Board of Trustees Over the last several months we have had presentations from utility attorneys, bond legal counsel and a former General Manager/Engineer related to the establishment of a separate utility board structure. I will summarize the presentations that were presented by these professionals prior to providing my analysis of the subject and final recommendations related to this topic. First I will start with the presentation by Lambeth Townsend, our Electric Utility Special Legal Counsel, related to the legalities of this topic. Lambeth prepared a ten page brief with attachments related to potential action. That brief contained the short answer to the question: • A board of trustees may be created by bond indenture, charter or ordinance. If a single board is desired for electric and water systems, organization under Tex. Gov't Code — 1502.070-.074 provides the most straight forward basis for the formation of a single board. This is done by a proceeding to issue a bond indenture. While this formation is straight forward I do not recommend that the formation in our case be done this way. Because of the debt issues I would prefer a different option as prepared by Lambeth. • Sections 552.121-.124 of the LGC apply only to an electric utility system owned by a home -rule municipality. Section 5552.142 of the LGC authorizes the home - rule City to transfer management of two or more of its water, wastewater, stormwater or drainage systems to a board. The combination of the two transfers covers our issues of water and energy related utility operations. The requirements of these two code sections would require a specific composition of the board and membership. The board composition that meets these requirements is as follows: • Seven member board that would include the presiding officer of the governing body (Mayor). The Mayor would be just a member, the board would elect its own Board Chair. The powers of the Board would be established by ordinance approved by the City Council as to the extent and oversight by the Board over the GUS operations. This would be the process and composition that I would recommend if one were to be established. With the establishment of a Board what would be the relationship to bond indenture and future financial debt issuance? Carol Polumbo, our current bond counsel, presented a brief related to this issue in May. That presentation discussed how and what should be done based on current bond covenants and potential future actions. Carol asked the questions of who would be in charge of rate setting, would we want to refund prior debt, can we refund with tax-exempt debt, who would issue new debt and so on. Also, would there be the need for a charter election, which would be a very large issue and time consuming as well as costly. With these issues at consideration I would submit the following responses: • City Council would hold final decision on all debt issuance. Issuance would be as proposed by the GUS Board and submitted for final approval by the Council. Unless there was a technical, legal or other operational abnormality for the consideration Council should not unreasonably deny such request. • Transfer of the utility system management should not violate existing bond covenants based on the fact the Council has final authority over the issue. • Final rate setting issues. Bond holders require the Council to be the final authority and they can. I would recommend that GUS Advisory be given the parameters to establish rates within certain boundaries. Council can establish that GUS Board could do nothing to compromise our bond rating, financial stability with the bond holders and so on. GUS Board could be given the authority to establish rates within the boundaries and requirements as set forth by Council. GUS Advisory would presumably be closer to the issues and business requirements once operational. The City Council could establish themselves as an appeal authority should adopted rates be appealed by any group of customers. • Does any debt have to be refunded? I would think under the establishment of a Board that leaves the Council the ultimate authority for responsibility and issuance of debt we would not have to change any debt contracts. We would have to verify with legal and provide notice to the rating agencies and bond holders of such a management change. Speaking with the financial analysts with Moody's, they indicated that independent Board operations rate better than City Council run operations. Since Council's are typically political structures they normally respond to feelings, political pressure and such and many times ignore appropriate business decisions. Most recently Fitch Financial Services met with staff and presented the following five factors they consider market drivers for Public Power systems: 1. Management stability (tenure, knowledge and age of key management) 2. Track record (conservative risk management strategies) 3. Long term planning (fuels risk, water supply) 4. Consistency and composition of the governing board (financial executives, engineers, business managers [long term investors] vs. career politicians [short term wins]) 5. Need to spend time on management of operational risk ■ Going forward separation of governance maybe the difference of A+ or an AA-. ■ Fuels risk is important as well and the need for understanding of that risk. Finally the management considerations of the Board creation. Bill Taylor, retired GM with Kerrville PUB, presented information related to the creation of a separate Board operation. Bill offered many of the same questions that need to be answered but also moved into the pros and cons of the establishment of a Board. The following were the coverage of the advantages and disadvantages: Advantages • Appointed Boards are typically less political • Allows more consideration by the Board on utility issues • Allows more consideration by the Council on social and community issues • Creates a business culture to the utility operations • Allows for representation on the Board by those not typically represented by City Council elections. (out of City, minorities and so on) • Appointments can specify background of the member. (business, engineering, management) • Long term stability by appointment • Stability for checks and balances. • Independent auditing and accountability. Disadvantages • Appointed Boards are not accountable to the voters • Can result in some duplication of efforts • City loses a degree of considered control over a large City asset • Does not initially lower the costs of the services being provided • There can be start-up costs and other financial considerations. Now that we have covered the history of all that prepared information by our experts and consulted professionals there has been much to consider. While much of this has raised many questions and provided many answers depending on certain decisions or direction, we need to now make a final determination of what will work best for Georgetown. While I have been working within this organization I have seen and experienced a career worth of the good, bad and ugly. Without looking to fix something or correct an inconsistency let me talk about the future and where we are going, especially in the Energy Services direction. Soon we will be moving away from a decades old pattern of being the child (customer) and letting the parental unit (wholesale provider) dictate our every move and control our destiny. As of June 2016 we will have to have established a new operational strategy and management of our utility. Creating our own Qualified Scheduling Entity (QSE) and acquiring a number of separately generated energy products on different schedules from different plant owners and locations will be complex. The ability of GUS to evaluate business opportunities and resources without delay will be critical. Understanding the ownership of contracts or assets that exceed the requirements of our own system and how to move them to market and mitigate our risk is now and will be key. All this will be needed in order to keep rates competitive and offer the types of products that our consumers will demand. This is critical as well to keep the flow of funds running to the virtual holding company (General Fund) to offset gaps in frozen tax implications. We have already started the process of filling the gaps in this by capping load, negotiations with alternative suppliers and alternative supplies. Continued success can be achieved by the current system or a separate Board. The separate board offers the greatest opportunity for responsiveness and success of either option. That is simply with Energy and does not really address Water. Touching on water, we need to understand that we are headed to becoming the regional provider of Wastewater services in the San Gabriel basin and in Northern Williamson County. A separate Board would be less intimidating to a SUD or MUD than would a City Council. Many times political agendas get in the way of fair and prudent business operations. The separate Board would direct its attention to the business while the City Council could deal with the political motives of these entities or County Commissioners related to the provision of organized utility operations in areas of development within the County. Our out of City ratepayers would feel less disenfranchised by a Board than a Council especially with representation on the Board. We need to start thinking about how we want to operate the utility most effectively/efficiently not how we are currently or how someone else is currently in the area. The following is at least one way, relative to our situation, to consider the relationship between the Council and the Board under this structure. There are more contained in the information attached that describe how other utilities in Texas have done this as well. CITY COUNCIL FUNCTION 0 Delegate management oversight of GUS to a separate GUS Board. • Keep final decision over debt and ALL debt should be sold by the City Council based on GUS analysis and recommendations. • Delegate rates to GUS Board within the parameters it sees fit to allow GUS to manage the rate structure. Limits on increases within a specified time period. Such as no more than 5% increase in base rate structures in any three year period. • Determine the percent of total utility revenues needed for annual transfer to the City General Fund • Determine taking property by eminent domain • Retain adoption of all ordinances GUS BOARD FUNCTION • Should determine fees and other utility related charges based on appropriate financial analysis studies. • Should prepare and oversee annual budgets, audits, rate evaluations, management structure, expenditures contained within budget, purchasing, contracts as allowed by legal counsel (engineering, construction and such day to day contracting) authorized by approval of the Board for execution by the Board Chair. • Should adopt and amend policies and procedures as needed but not in conflict with City ordinances. Final adoption of ALL ordinances will be reserved for approval by the City Council. • Should consist of seven members of which are a good mix of technical expertise, management, marketing, law and/or financial business operations. Two members should represent non -inside City ratepayers and one should be the Mayor. Based on this information the GUS Board has sent a recommendation to City Council requesting consideration of funding further analysis. The Board did recommend the formation of a separate Board but feels that more detailed financial analysis based on the organizational/management structure should be completed. The Board felt this should be completed in order to make the most informed decision. The recommendation is to fund further analysis and allow the return of a comprehensive plan of just how the organizational structure should be established and the working relationship between the Board and City Council. LEGAL ISSUES Lambeth Townsend - Lloyd, Gosselink Attorneys at Law Lloyd 816 Congress Avenue, Suite 1900 Austin, Texas 78701 Gosselin* Telephone: (S 12) 322-5800 Facsimile: (S 12) 472A5322 ATTORNEYS A T L A W www.lglavifirm.com CONFIDENTIAL/ATTORNEY-CLIENT COMMUNICATION MEMORANDUM TO: Jim Briggs, City of Georgetown FROM: Lambeth Townsend and Joyce Beasley DATE: April 21, 2009 RE: Formation of a Separate Utility Board of Trustees Issue Presented What are the options for formation of a utility board of trustees responsible for the management and operation of municipally owned electric and water utilities and what factors should be considered? Short Answer A board of trustees ("board") may be created by bond indenture, charter, or ordinance. The selection of the organizing method for the board depends upon the desired scope of the board's authority, the utility systems that would be managed by the board, and the desired composition of the board. If a single board is desired for electric and water systems, organization under Tex. Gov't Code §§ 1502.070—.074 provides the most straight forward basis for formation of a single board. Organization under Tex. Local Gov't Code §§ 552.121—.124 offers a home -rule municipality the most flexibility in determining the nature of the board and its Lloyd Gosselink Rochelle & Townsend, P.C. Page 2 April 21, 2009 authority for an electric utility. Organization of a single board is available under Tex. Local Gov't Code §§ 552.141—.142 for two or more of the following utilities: water, wastewater, storm water, and drainage. While it may be possible to create a single board that could assume the management of electric and water systems under both Tex. Local Gov't Code §§ 552.121—.124 and Tex. Local Gov't Code §§ 552.141—.142, the scope of authority that may delegated is different under each statutory provision. Because the issuance and/or existence of debt obligations is an integral part of the formation and operation of a board for a utility system, the opinion of bond counsel should be sought concerning the formation of the utility board. Discussion A. Statutory Options A home -rule municipality may transfer the management of an electric utility to board of trustees by ordinance. Tex. Local Gov't Code §§ 552.121—.124 (Attachment A). It may also transfer management of water, wastewater, storm water, and drainage utilities to a board by ordinance if it transfers at least two of the specified utilities. Tex. Local Gov't Code §§ 552.141—.142 (Attachment B). A municipality may transfer the management of any type of public utility to a board of trustees through a proceeding to issue a bond indenture. Tex. Gov't Code §§ 1502.070—.074 (Attachment Q. The primary differences between the statutory options are as follows: 1. Prerequisite for Formation A home rule municipality may transfer management of an electric utility to a board if it has outstanding debt obligations or will be issuing debt obligations. Tex. Local Gov't Code § 552.121. A home -rule municipality may transfer management of two or more of its water, wastewater, storm water, or drainage utilities to a board if those utilities have outstanding debt obligations or will be issuing debt obligations. Tex. Local Gov't Code § 552.141. Alternatively, Lloyd Gosselink Rochelle & Townsend, P.C. Page 3 April 21, 2009 a municipality may transfer management of one or more of its utilities to a board under section 1502.070 of the Government Code in the proceedings authorizing the issuance of debt obligations for the utility system. 2. The Types of Utilities Sections 552.121—.124 of the Local Government Code apply only to an electric utility system owned by a home -rule municipality. Section 552.142 of the Local Government Code authorizes a home -rule municipality to transfer management of two or more of its water, wastewater, storm water, or drainage utility systems ("water utilities") to a board. Sections 1502.070—.074 of the Government Code apply to any municipally owned utility system. 3. Number of Trustees The applicable statute does not specify the number of trustees required for an electric utility board. Tex. Local Gov't Code § 552.122. A seven member board that includes the presiding officer of the municipality is required for a separate water utilities board. Tex. Local Gov't Code § 552.142. A home -rule municipality that wishes to organize a single board for water and electric utilities under the Local Government Code may be able to do so by specifying a seven member board, which includes the mayor, in the ordinance transferring management of the electric utility to the board. The operation of the water utility could be transferred by ordinance to the same board. However, bond counsel should be consulted concerning the use of two separate ordinances for transfer of management to a single board. A board created in a bond indenture can have not more than five members, one of whom must be the mayor. Tex. Gov't Code § 1502.070. 4. Organizing Instrument(s) Under section 552.121 of the Local Government Code, a home -rule municipality may elect by either ordinance or charter to have the management of its electric utility governed by a Lloyd Gosselink Rochelle & Townsend, P.C. Page 4 April 21, 2009 board of trustees. If the election to manage the electric utility by a board is made in the charter, the municipality must also enact an ordinance transferring the management to the board of trustees. The ordinance specifies the number of trustees and their qualifications. Tex. Local Gov't Code § 552.122. The municipality also specifies by ordinance the scope of the delegation of authority to the board. Id. § 552.123. If the municipality wishes to transfer authority for a water system to a board created under sections 552.141—.142 of the Local Government Code, it must do so by ordinance and must describe the authority of the board in the organizing ordinance. Id. § 552.142. It may be possible to transfer the management of the water utility to the same board authorized under section 552.121 of the Local Government Code for the electric utility. The most straight forward method to create a board to manage a combination of utilities is through a bond indenture. Tex. Gov't Code § 1502.070. If a municipality chooses to rely upon section 1502.070 of the Government Code, the municipality must name the board in the proceedings authorizing the issuance of debt and include at least the compensation of the trustees. The proceedings may also include other matters concerning the board's organization including terms of office, powers, and duties. A home -rule municipality may also include provisions concerning organization, powers, and duties of the board in its charter and/or an ordinance. 5. Powers Delegated a. Eminent Domain A municipality has the express authority to delegate the power of eminent domain to the board of an electric utility. Tex. Local Gov't Code § 552.123. No equivalent express delegation is in either section 552.142 of the Local Government Code or section 1502.070 of the Government Code. Lloyd Gosselink Rochelle & Townsend, P.C. Page 5 April 21, 2009 A home -rule municipality appears to be given broad authority to delegate powers to the board under section 552.142, Local Government Code, and section 1502.070, Government Code. Despite the apparent broad grant of authority, the Supreme Court has held that a municipality does not have the authority to delegate a power the legislature specifically granted to the governing body or authority of the municipality. Burch v. City of San Antonio, 518 S.W. 2d 540 (Tex. 1975). In that case, San Antonio delegated the management of its waterworks to a board of trustees under now repealed provisions similar to section 1502.070, Government Code. In a 1957 ordinance authorizing the refunding of revenue bonds and subsequent bond ordinances, San Antonio included a delegation of authority to the waterworks board to acquire properties by purchase or condemnation. The Court found that when a statute specifically grants the power of eminent domain to a governing body or governing authority, that governing body or authority does not have the power to delegate it to a board. Therefore, under the holding in Burch, a municipality may not delegate the authority to exercise the power of eminent domain to a board organized under either section 552.142, Local Government Code, or section 1502.070, Government Code. b. Issuance of Revenue Bonds A home -rule municipality may delegate to a board the authority to issue electric utility revenue bonds. Tex. Local Gov't Code § 552.123(c). This authority is limited to obligations for acquiring or constructing an improvement to the electric system, an extension of the electric system, or to repair the electric system. A home -rule municipality is given broad authority to delegate powers to the board managing the water utility. Id. § 552.142. However, as discussed above, this broad power is limited when a specific power has been granted by statute to the governing body or authority of a municipality. Burch v. City of San Antonio, 518 S.W. 2d 540 (Tex. 1975). The power to issue revenue bonds for utility systems has been specifically granted Lloyd Gosselink Rochelle & Townsend, P.C. Page 6 April 21, 2009 to "the governing body of a municipality." Tex. Gov't Code § 1502.051(c). Therefore, applying the holding in Burch, without a specific legislative grant of authority to delegate the power to issue revenue bonds, the municipality cannot grant that authority to the board of a water utility created under section 552.141, Local Government Code, or to a combined utility board created under section 1502.070, Government Code. B. Organization of Other Utility Boards in Texas 1. City Public Service Board of San Antonio City Public Service Board of San Antonio ("CPS") was organized in 1942 under Article 1115, Tex. Civ. Rev. Statutes 1925, the predecessor to Tex. Gov't Code § 1502.070. Chapter 1502 of the Government Code concerns the issuance of public securities for municipal utilities, parks, or pools. CPS was formed when the City of San Antonio purchased San Antonio Public is Service Company from American Light and Traction. That company provided both electric and gas service. The purchase was financed with bonds. In Article VI of the bond ordinance and indenture, the management and control of the system during the time of indenture was vested in a five member board of trustees. While specifying details concerning the selection of the board, the ordinance and indenture generally left the management of the utility to the "complete authority" of the board. When San Antonio decided to change the board selection method, the change in the terms of management could only be made applicable to new bonds. Therefore, San Antonio had Old Series bonds and New Series bonds. The new procedures could be used only after the Old Series bonds were paid. Byrd v. City of San Antonio, 587 F. 2d 184,185-186 (5th Cir. 1979). 2. San Antonio Water System San Antonio Water System ("SAWS") is the successor to the City Water Board, which • was formed when the San Antonio purchased the San Antonio Water Supply Company in 1925. Lloyd Gosselink Rochelle & Townsend, P.C. Page 7 April 21, 2009 According to the San Antonio Code of Ordinances, the board of trustees was formed pursuant to Tex. Rev. Civ. Statutes 1925, Art. 1115. However, in the Burch opinion, the Supreme Court states that the board was created pursuant to the provisions of Tex. Rev. Civ. Statutes 1925, Art. 1109a, § 4. In accordance with the authority granted in Article 1109a, § 4, San Antonio transferred management of the water utility to a board of trustees in the indenture for the revenue bonds used to purchase the system. According to SAWS' web site, the legislature in 1989 authorized at San Antonio's request the creation of the Alamo Water Conservation and Reuse District. Disputes arose between the two agencies, and in 1991 the San Antonio City Council voted to form a single entity that also included the City of San Antonio Wastewater Department. The consolidation was accomplished by the refinancing of water and wastewater bonds. It is not clear what authority San Antonio stated that it relied upon when it created the seven member SAWS board of trustees. In any event, the consolidated board was validated in 1993 by the passage of Tex. Rev. Civ. Statutes, Art. 1115b, now codified as sections 552.141—.142, Local Government Code. The amendment was apparently requested by SAWS and the City of San Antonio as they provided the only witness and statements of support for the enactment. 3. New Braunfels Utilities The City of New Braunfels created the New Braunfels Utilities Board pursuant to Article 1115, Tex. Rev. Civ. Statutes 1925, the predecessor to section 1502.070, Government Code. According to New Braunfels Utilities' information posted on its web site, the City of New Braunfels initially formed the board of trustees in 1942 when it purchased the electric system from the City of San Antonio. In 1959, the City of New Braunfels pursuant to Article 1115 assigned the operation of its water and sewer systems to the board. The New Braunfels city charter has a general paragraph authorizing the City Council to create a public utilities board by ordinance, provided such action is not inconsistent with the terms and conditions of an existing Lloyd Gosselink Rochelle & Townsend. P.C. Page 8 April 21, 2009 encumbrance or the general laws of Texas. New Braunfels has also enacted an ordinance detailing more specifically the authority of the board of trustees. In addition, the proceedings authorizing debt obligations include the description of the board of trustees and the authority vested in the board, generally paraphrasing the ordinance. By keeping the provisions in its charter general, New Braunfels has maintained a great deal of flexibility to change the terms of the delegation to the board. Any such change, however, would be contingent upon the terms of the bond indentures in existence at the time change is desired. 4. GEUS According to the web site for GEUS, the autonomous board for the management of Greenville's electric utility was created by an amendment to Greenville's city charter in 1988. The current charter provisions concerning creation of the GEUS board indicate that the provisions concerning the board were amended in 2000. In 2001, GEUS created a cable and high speed intemet service. The Greenville charter contains extensive detail concerning the board's selection, qualifications, powers, and duties. The charter requires the City Council to adopt a Master Ordinance that refunds all outstanding debt obligations payable in whole or in part from the pledged revenues of the electric system. In addition, the charter required the City Council to include in the Master Ordinance a delegation of authority to the board to issue bonds, exercise the power of eminent domain, establish rates and charges, make covenants, representations and warranties on behalf of the City, make contracts for the City, and have primary responsibility to perform the City's duties under power sales contracts. The charter made the operation of the independent board effective only upon the completion of certain specified actions including the payment of prior outstanding debt obligations. Greenville does not cite any statute; however, only sections 552.121—.124, Local Government Code, specifically permit the delegation of eminent domain and the authority to issue debt obligations. Lloyd Gosselink Rochelle & Townsend, P.C. Page 9 April 21, 2009 Of the boards examined, GEUS has the least city council and mayoral oversight. The charter states that no city council member may be a member of the board of trustees. The charter further provides that the Master Ordinance may be amended, repealed, or modified by the City Council, but such changes are not effective until the board of GEUS adopts a resolution approving the City Council's action. The charter also states that the board should have all authority granted to a non-profit corporation that is not expressly prohibited by the constitution. The charter provisions authorizing the formation of GEUS provide the board the greatest amount of independence among the boards examined. 5. Bryan Texas Utilities Board The Bryan Texas Utilities Board was created to manage the City of Bryan's electric utility system under the predecessor to sections 552.121—.124, Local Government Code. The City Council of Bryan passed an ordinance that created the board, specifying in the ordinance the authority the City Council was delegating to the board. The scope of the authority given to the board is limited. The City Council retained the final authority for financial matters, including approval of the budget, the setting of rates, and the issuance of bonds. The City Council made it clear in the ordinance that any power not specifically delegated to the board was retained by the City Council. 6. Public Utilities Board of the City of Brownsville The Public Utilities Board of the City of Brownsville was created as "a separate and distinct agency" in its charter. Brownsville's board is not consistent with any of the options currently available for formation of a utility board. According to the board's web site, the charter provisions authorizing the board were approved as part of a referendum on an offer in the 1960s by Central Power & Light to buy the existing electric system serving Brownsville. It is unclear if the City of Brownsville relied upon any particular statute at the time the charter Lloyd Gosselink Rochelle & 11ownsend, P.C. Page 10 April 21, 2009 amendment was adopted. However, Tex. Rev. Civ. Statutes, Art. 1111 authorized the purchase of a utility system. At that time only Article 1115 authorized the transfer of management of an encumbered utility to a board of trustees. Article 1115 limits a board to five members including the mayor, while the charter provides for a six member board, one of whom must be the mayor. No explanation for this discrepancy has been found other than citation to the charter amendment and a statement from the board's counsel that the six member board was grandfathered. The charter sets out in detail the qualifications for membership and sets forth the authority and duties of the board. The board does not have the authority to issue debt obligations or fix rates for electric service. In all respects other than the number of trustees, the Brownsville board appears consistent with the requirements of the predecessors to sections 1502.070—.074, Government Code, if the provisions concerning the board are also set forth in the proceedings authorizing debt. • 884-25\MMO 090421 LT & JJB to Briggs Lloyd Gosselink Rochelle & Townsend, P.C. TEXAS LOCAL GOVERNMENT CODE CHAPTER 552. MUNICIPAL UTILITIES SUBCHAPTER G. MANAGEMENT OF CERTAIN ENCUMBERED MUNICIPAL ELECTRIC UTILITY SYSTEMS § 552.121. Applicability of Subchapter This subchapter applies only to a home -rule municipality that owns an electric utility system, that by ordinance or charter elects to have the management and control of the utility system governed by a board of trustees, and that: (1) has outstanding obligations payable in whole or in part from and secured by a lien on and pledge of the net revenue of the system; or (2) issues obligations that: (A) are payable in whole or in part from and secured by a lien on and pledge of the net revenue of the system; and (B) are approved by the attorney general. § 552.122. Transfer of Management and Control of Electric Utility System (a) A municipality by ordinance may transfer management and control of the municipality's electric utility system to a board of trustees appointed by the municipality's governing body. (b) The municipality by ordinance shall prescribe: (1) the number of members; and (2) the qualifications for appointment to the board. EA NT § 552.123. Authority of Board of Trustees (a) The municipality by ordinance may vest in the board the power to establish rates and related terms for its municipally owned electric utility system. (b) The municipality may delegate to the board of trustees all or part of the municipality's authority to: (1) exercise the power of eminent domain with respect to property that will be used by, useful to, or required by the utility system; and (2) issue obligations in the name of the municipality to acquire or construct an improvement to or extension of the utility system or to repair the system. (c) The municipality may authorize the board of trustees to issue obligations under Subsection (b)(2) without the prior approval of the municipality. The obligations must be payable solely from the net revenue of the utility system. (d) The municipality may not delegate to the board of trustees the authority to: (1) levy or collect ad valorem taxes; or (2) issue obligations that are payable in whole or in part from ad valorem taxes. (e) The municipality and the board of trustees may jointly provide for the issuance of obligations payable from ad valorem taxes and the utility system's net revenue by adopting identical provisions in an ordinance or resolution, as appropriate. § 552.124. Effect of Previously Issued Bonds (a) A municipality or an existing board of trustees may not exercise a power provided by this subchapter in relation to an obligation issued before June 14, 1989, unless the ordinance authorizing the issuance of the obligation or the deed of trust or trust indenture securing payment of the obligation specifically allows the municipality or board to exercise the power. The authority of the municipality or board in relation to that obligation is subject to any restriction or covenant contained in the ordinance, deed of trust, or trust indenture. (b) The board of trustees may authorize, issue, and sell additional obligations on a parity with an obligation issued before June 14, 1989, if the ordinance, deed of trust, or trust indenture provides for the issuance of the obligations. The obligations must be payable from the revenue pledged to pay the previous obligation and must be secured by pledges and liens on a parity with the pledge securing the previous obligation. LOCAL GOVERNMENT CODE CHAPTER 552. MUNICIPAL UTILITIES SUBCHAPTER H. MANAGEMENT OF CERTAIN ENCUMBERED MUNICIPAL WATER SYSTEMS § 552.141. Applicability of Subchapter This subchapter applies only to a home -rule municipality that owns or may own a water, wastewater, storm water, or drainage utility system, by ordinance elects to have the management and control of two or more of those utility systems governed by this subchapter, and: (1) has outstanding obligations payable solely from and secured by a lien on and pledge of the net revenue of one or more of those systems; or (2) issues obligations that are payable solely from and secured by a lien on and pledge of the net revenue of one or more of those systems. § 552.142. Transfer of Management and Control of Utility System (a) A municipality by ordinance may transfer management and control of two or more of its water, wastewater, storm water, or drainage systems to a board of trustees. (b) The board of trustees must consist of at least seven members, one of whom must be the presiding officer of the governing body of the municipality. (c) The ordinance transferring management and control must prescribe the number, qualifications, terms of office, succession, compensation, powers, and duties of the members of the board of trustees. (d) On any matter not covered by the ordinance, the board is governed by the laws and rules governing the governing body of the municipality, to the extent applicable. ATTACHMENT B TEXAS GOVERNMENT CODE CHAPTER 1502. PUBLIC SECURITIES FOR MUNICIPAL UTILITIES, PARKS, OR POOLS SUBCHAPTER B. PUBLIC SECURITIES FOR UTILITY SYSTEMS, PARKS, OR POOLS § 1502.070. Management and Control of Utility System (a) Management and control of a utility system may be vested in: (1) the municipality's governing body; or (2) a board of trustees named in the proceedings adopted by the municipality and consisting of not more than five members, one of whom must be the mayor of the municipality. (b) The compensation of the trustees shall be specified by the proceedings. The compensation may not exceed five percent of the gross receipts of the utility system in any year. (c) The proceedings of the municipality may specify the terms of office of the board of trustees, their powers and duties, the manner of exercising those powers and duties, the election of successor trustees, and any matter relating to the organization and duties of the board. On any matter not covered by the proceedings, the board of trustees is governed by the laws and rules governing the municipality's governing body, to the extent applicable. § 1502.071. Rules (a) The governing body or board of trustees having management and control of a utility system may adopt rules to: (1) govern the provision of and payment for service; and (2) provide for the discontinuance of service for failure to pay when due until payment is made. (b) The governing body may provide penalties for: (1) the violation of a rule adopted under this section; (2) the use of service without the consent or knowledge of the authorities in charge; or (3) any interference with, trespass on, or injury to a system or appliance or the premises on which the system or appliance is located. § 1502.072. Trustee The proceedings adopted by the governing body of a municipality may provide for: (1) the selection of a trustee to sell the encumbered facility on default in the payment of principal or interest under the contract; (2) the selection of a successor trustee if the original trustee is disqualified or fails to act -,'and (3) the collection by the trustee of a fee of not more than five percent of the principal. § 1502.073. Notice to Governing Body Before Foreclosure or Other Action (a) Unless written notice is given to the governing body of the municipality and to any board of trustees in accordance with this section that there is a default in payment of any installment of principal of or interest on an obligation issued under this subchapter and that payment has been demanded: (1) a collection fee may not accrue; (2) a foreclosure proceeding may not be begun in a court or through a trustee; and (3) an option to mature any part of the obligation because of the default may not be exercised (b) A notice under Subsection (a) must be sent by prepaid registered mail to each member of the governing body and each member of any board of trustees, addressed to the member at the post office in the municipality. (c) An action described by Subsection (a) may not be taken before the 91 st day after the date the notice is mailed. (d) A payment of a delinquent installment of principal and interest that is paid before the expiration of the period prescribed by Subsection (c) and that is accompanied by a payment of interest as prescribed in the contract, at a rate not to exceed 10 percent per year, from the date of default until the date of payment, has the same effect as if paid on the date the installment was originally due. § 1502.074. Civil Enforcement A person who resides in a municipality and is a taxpayer or holder of a public security issued or an obligation incurred under this chapter and secured by the revenue of the municipality s utility system, park, or swimming pool as provided by this chapter is entitled to enforce this chapter by appropriate civil action in a district court in the county in which the municipality is located. DEBT AND BOND ISSUES Carol Polumbo — McCall, Parkhurst & Horton, LLP LAW OFFICES WCALL, PARKHURST & HORTON L.L.P. 60D CONGRESS AVENUE SUITE 1800 AUSTIN, TEXAS 78701.3248 TELEPHONE: 512 478.3805 FACSIMILE: 512472.0871 DATE: May 21, 2009 717 NORTH HARW OOD SUITE 900 DALLAS. TEXAS 75201.6587 TELEPHONE: 214 754.9200 FACSIMILE: 214 754-9250 MEMORANDUM TO: Jun Briggs, Assistant City Manager Micki Rundell, Director of Finance FROM: C. D. Polumbo RE: Utility Issues 700 N. ST. MARY'S STREET SUITE 1525 SAN ANTONIO, TEXAS 782054503 TELEPHONE: 210 225-2600 FACSIMILE: 210 225-2984 There are a number of potential legal issues to consider and analyze related to creating an independent board/entity to take over the utility functions of the City when the City has outstanding utility debt. The City has a legally combined electric, water and wastewater system and has10 separate series of utility system bonds currently outstanding. The utility system bond ordinances contain a number of covenants from the City for the benefit of the bondholders, bond insurers, rating agencies and other market participants. The City has also issued debt which is legally payable from a pledge of ad valorem taxes but technically payable from utility revenues that may also need to be considered in the process. There will be additional issues that arise or need to be set forth in more detail, but below is a start to the general issues list to consider and start the dialogue Can transfer of utility system occur without violating existing bond covenants? Who will be in charge of rate setting? Utility bond ordinances currently require City establish rates and charges sufficient to pay operating and maintenance expenses, debt service and debt service coverage. * Does all debt have to be refunded to effectuate the transfer of the utility system? Non- compete covenant, covenant not to sale or dispose of utility system property while debt outstanding and rate setting covenant potentially effected by transfer. "Can such refunding be accomplished with tax-exempt debt, taxable debt or a combination? Determine whether it is a separate, independently controlled board/entity or City controlled which determines whether refunding or acquisition for federal tax law and state law purposes. Some City debt may not be advance refundable on a tax-exempt basis under federal tax law and impacts cost of refunding. May 21, 2009 Utility Issues Page 2 *Consider impact on existing ratings, bond insurers and market participants on City debt as well as utility debt. *Consider federal tax law issues. *Will new entity have legal authority to issue debt? Who controls debt issuance process? Any state law changes required? *Charter issues/election required? • L a BOARD AND MANAGEMENT EFFECTIVENESS Bill Taylor — Utility Board Consultant 0 2009-10-13 19:06 WILLIAM TAYLOR 8307925723 >> 512 930 3622 P 2/7 0 MEMO TO: Jim Briggs FROM: Bill Taylor SUBJECT: Texas Municipally Owned Utility Boards DATE: Monday, September 21, 2009 Jim, at our last meeting you asked that, I expand the Governance discussion and research some of the Texas Municipally Owned Utility (M.O.U.) Boards. I have research City Pubic Service of San Antonio, Bryan Texas Utilities, New Braunfels Utilities, Greenville Texas Utility Board, Lubbock Power and Light and the Kerrville Public Utility Board. There seems to be one aspect that comes out of this analysis and that is every system or Board has differences in their approach to governance. The Governance issue of all Utilities Board of Trustees begins with the highest legal authority of the municipality, and that is the City Council and Mayor of that municipality, The Councils set up the Boards in compliance with the local, state and federal statues at the time of the initial set-up and delegation of authority. As an example of the consideration of Governance by a Board of Trustees, I would like to provide an excerpt from the City Public Service Board of Trustees Agenda and Focus of March 19, 2003. NRelations with the City of Sun Antonio CPS Baud of Tninees Agenda and Focus Adopted on Much 19, 2003 In 1942, the City of San Antonio placed the complete management and control of the City—owned electric and gas systems in the CPS Board of Trustees to ensure that it would operate these Systems independently and isolated from short-term, local political influences, This critical independence is achieved through the selection process of Board Trustees who are charged with maintaining their impartiality throughout the governance process. While the Board is functionally independently, it is recognized that the electric and gas systems are owned by the City of San Antonio. The Board of Trustees is considered an agency of the City with the authority and responsibility to manage and operate these valuable municipal assets consistent with the long -terms ownership interest of the City, including the City's expectations regarding transfers to the City general fund. To this end, the Board Ordinances providing for the financing of the electric and gas systems and Board management authority provide that the Mayor of the City of San Antonio shall represent the City Council on the Board and is charged with the duty and responsibility of keeping the City Council fully advised and informed at all times of any actions, deliberations and decisions of the Board and its conduct of the management of the Systems. The Bond Ordinances also provide that, in exercising the management powers granted it, the CPS Board will ensure that policies adopted by CPS affecting research, development, and 0 2009-10-13 19:06 WILLIAM TAYLOR 8307925723 >> 512 930 3622 P 3/7 corporate planning will be consistent the City Council policy, and policies adopted by the Board pertaining to such matter are subject to City Council review. The City, acting through the City Council, retains the authority and responsibility to approve the maximum rates chargeable to end-use customers, who depend on CPS for electric and gas service. Rates and charges must be maintained which will produce income and revenue to CPS sufficient to pay all maintenance and operating expenses, debt service and reserve funds for all San Antonio electric and gas systems revenue obligations, and any other legal debt or obligation of the systems as and when the same shall become due. The City Council also has the authority and responsibility to issue additional San Antonio electric and gas systems revenue obligations when necessary for CPS to make the planned extensions and improvements to the Systems, and to authorize the condemnation of needed property not reasonably available by purchase. For these mutual responsibilities to be met, the CPS Board of Trustees alone, with the GM/CEO need to ensure that communications with the City, City Council and City staff are open and respectful, and that the City and its instrumentalities are fully informed with respect to CPS needs and interests relating to rates, financial and borrowing requirements, and property and condemnation needs. ITY PUBLIC SERVICE BOARD SAN ANTONI The City Public Service Board is comprised of five members, four originally appointed by the City Council and one ex -officio member, the Mayor. After the initial appointments, the Board becomes self-perpetuating, vacancies being filled by a majority vote of the remaining members. Terms of office are five years. The City Public Service Board of Trustees in recent years has appointed a Citizens Advisory Committee. The Citizens Advisory Committee (CAC) was empowered to solicit, review, interview and recommend to the Board of Trustees those candidates that the CAC wishes to have appointed to the Board. The Board has authority and power with reference to the control, management and operation of the electric and gas systems and the expenditure and application of the revenues of the system. The City, through the City Council, has authority and responsibilities to approve rates. The City Council also has the authority and responsibility to issue additional San Antonio electric and gas revenue obligations. The City Council also has the authority and responsibility to authorize condemnation of needed property. BRYAN TEXAS UTILITEs pOARD CITY OF BRYAN TX The City of Bryan is one of the more recent Board of Trustees that was authorized. The City council approved City of Bryan Ordinance No. 1281, April 24th and May 8'h of 2001 to create the Bryan Texas Utilities Board. The Bryan Texas Utilities Board has the authority to set policy for, manage, operate and control the electric utility. The original Board was a five member Board with appointments of three years after the initial appointments. In June of 2001, City of Bryan, Ordinance No. 2 2009-10-13 19:07 WILLIAM TAYLOR 8307925723» 512 930 3622 P 4/7 1291 changed the Board to seven members. Ordinance No, 1291 also set the qualifications for consideration of memberships: Position 1. A person who is a residential customer of the City. Position 2. A person who is a commercial customer or employed by a commercial customer of the City Positions 3 and 4. Persons who have experience and expertise in the field of marketing, finance, law, or engineering. Positions 5, 6 and 7. Persons who have experience in electric generation, transmission or distribution. All of the members of the Board shall be qualified voters of the State of Texas and residents of the Bryan Texas Utility Service area, Brazos County or have a commercial account with Bryan Texas Utilities. Each of the members of the Board shall be appointed by the Council from a list of at least two persons recommended by the Board. The Powers retained by the City Council are as follows: 1. Determine the amount of the funds, if any, which may me transferred N from the electric utility operating fund to the general fund for the City subject to limitations of the Bryan City Charter, 2. Determine whether to adopt customer choice, as defined in applicable laws and regulations, and if so adopted, determine the amount of stranded investment and any competition transition charge, 3. Set rates for retail sales of electricity, distribution (wires) service and metering of electricity until such time as Council shall determine to adopt customer choice. Upon adoption of customer choice, setting the rates for retail sales of electricity, distribution (wires) service and metering of electricity shall come within the authority of the Board. 4. Issue and refund bonds and other debt instruments. S. Take property by eminent domain. 6. Approve the annual budget of the electric utility and any amendments thereto. 7. All other powers not specifically delegated to the Board by this, Division 8, Article III, Chapter 2 of the Bryan City Code, are retained by the Council. 0 2009-10-13 19;07 WILLIAM TAYLOR 8307925723 >> 512 930 3622 P 5/7 The City of Bryan Charter limits the transfer from the Utility System to the general fund of the City to 70/a. ELECTRIC UTILITY BOARD CITY OF GREENVILLE TEXAS The City of Greenville created and established a separate and distinct Electric Utility Board differently than others. The main legislative action was approval by the voters of a Charter revision. The Greenville Electric Light Plant was the first municipally owned electric plant in Texas starting operations March 4°i, 1891, however it wasn't until 1988 that the City approved an Electric Utility Board operation. The Greenville Electric Utility Board consists of five members. These members serve three years and can serve two terms. The vacancies are filled by nominations from the Mayor and Chairman of the Board to the Board for approval of each vacancy. The Greenville Electric Utility Board has full autonomy. They are authorized to set rates, issue revenue bonds, and given authority to exercise power of eminent domain. The Electric Utility Board transfers 3% Gross revenues to the general fund and 1% to the Cities use and benefit of the Board of Development. W BRAUNFELS UTFLITIES, CITY OFW BRAUNFELS XA5 New Braunfels Utilities (NBU) was established in 1942 when the City commission of New Braunfels purchased the electric transmission and distribution system from Public Service Company of San Antonio. In 1959, the City of New Braunfels assigned operations of the water and sewer systems to NBU. The New Braunfels City Council appoints members to the NBU Board of Trustees to serve five-year terms. The City Council also approves all bond issues and rate changes recommended by the NBU Board of Trustees. The NBU Board of Trustees exercise complete control and authority for the electric, water and sewer systems and determine the NBU policy and direction. LUBBOCK POWER AND LIGHT THE CITY OF LUBBOCK, TEXAS The City of Lubbock authorized the Lubbock Power and Light Electric Utility Board in 2004 with the approval of Ordinance No. 2004-00021. The Lubbock Power and Light Board members are limited to three terms at two years per term. The Board consists of nine members plus the Mayor or Mayor's appointee who shell serve as an ex -officio non- voting member of the Board. The City Council of Lubbock is empowered by the City Charter, revised in 2004: Establishing, changing, altering, or otherwise setting the electric rates of the city's electric utility, including all components thereof; 4 2009-10-13 19:07 WILLIAM TAYLOR 8307925723 >> 512 930 3622 P 6/7 2. Approving the budget of the city's electric utility; Exercising powers of eminent domain for the benefit of the city's electric utility; 4. Issuing bonds or other wise creating and indebtedness in the name of the city; 5. Requiring the city's electric utility to pay an annual fee to the city as outlined in the City Charter. The City Charter addresses the franchise fee and payment in lieu of taxes as required by the City. This fee shall be equal to the lesser of the following: Five percent (5%) of the gross revenues generated from all retail electric sales; or 2. Fifty (50%) of net income from the most recent audited, unqualified annual financial statements. KERRVILLE PUBLIC UTILITY BOARD THE CITY OF KERRVILLE,TEXAS The Kerrville Public Utility Board was formed in 1987 to complete the purchase of the electric distribution system by Kerrville from the Lower Colorado River Authority. The LCRA had decided to sell its three retail electric systems in Kerrville, San Marcos and San Saba and had offered the Communities the option to purchase the distribution systems. Kerrville City Council decided to have a referendum on the issue and allowed the electorate to decide on a $29.5 million revenue bond issue that included setting up a utility board and the purchase of the electric distribution system from the Lower Colorado River Authority. The referendum was approved and the Kerrville Public Utility Board was authorized by the voters and the City Council. The Kerrville Public Utility Board consists of five members. Four of the members are selected by the City Council. A replacement is made by the City Council, from a nomination by the Utility Board, which submits three qualified persons for consideration. The Mayor is also and ex -officio voting member of the Board. The Kerrville Public Utility Board sets all rates, fees, and charges, except for the residential class. The City Council of Kerrville approves and authorizes all revenue bond obligations. The City Council of Kerrville retains the right of eminent domain. 2009-10-13 19:06 WILLIAM TAYLOR 8307925723 >> 512 930 3622 P 7/7 The Kerrville Public Utility Board transfers 3% of gross revenues on a monthly basis to the City of Kerrville general fund. I hope this dissertation gives you a better perspective of how other Texas Municipalities have set up their Utility Boards. Sincerely, Bill Taylor R AMERICAN PUBLIC POWER ASSOCIATION (APPA) 2001 Governance Survey 2001 Governance Survey Published July 2001 PRAAmerican Public Power Association 2301 M Street NW Washington, D.C. 20037-1484 202/467.2900 Introduction In January 2001 the American Public Power Association conducted its sixth "Governance Survey" (formerly called "Survey of Administrative and Policymaking Organization of Publicly Owned Electric Utilities.") The purpose of the survey is to determine the type of control local governments exercise over publicly owned electric systems. This report summarizes the survey data and presents information on the type of governing bodies that oversee public power systems, term limits and compensation of governing body members, the authorities granted to utility governing bodies, and how changes in the industry have affected governing body procedures. Questionnaires were mailed to approximately 1,920 local publicly owned electric systems in the United States, and 816 completed survey forms were returned to APPA. Excluded from the survey are public power systems, such as joint action agencies, that sell power primarily at wholesale. Although 816 utilities completed the survey, not all of the 816 respondents answered every question. Therefore, summary statistics presented throughout the report represent only those utilities that responded to the particular question. Profile of Respondents Since the composition of survey respondents is heavily weighted toward utilities with a relatively small number of customers, most survey results are presented by customer size class. Sixty-two percent of the 816 respondents are utilities with less than 5,000 customers, and 87 percent of respondents serve less than 20,000 customers. The two largest customer size classes account for the remaining 13 percent of respondents. (See Table 1.) Table 1 Number of Respondents by Customer Size Class Ninety-four percent of respondents are municipally owned utilities. The other 6 percent are state-owned utilities or political subdivisions, the majority of which are public power districts or public utility districts in the states of Washington, Oregon or Nebraska. The majority of respondents, or 59 percent, are governed by a city council, while the remaining 41 percent are governed by an independent utility board. (The term "city council" includes similar entities such as a county council, town council, borough council or board of selectmen.) Results vary significantly when summarized by customer size class as the smallest customer size class is the only one in which the majority of utilities are governed by a city council. Seventy-one Number of Percent of Customer Size Class Responses All Respondents Less than 5,000 Customers 503 62% 5,000 to 20,000 Customers 207 25% 20,000 to 50,000 Customers 65 8% Greater than 50,000 Customers 41 5% Total 816 100% Ninety-four percent of respondents are municipally owned utilities. The other 6 percent are state-owned utilities or political subdivisions, the majority of which are public power districts or public utility districts in the states of Washington, Oregon or Nebraska. The majority of respondents, or 59 percent, are governed by a city council, while the remaining 41 percent are governed by an independent utility board. (The term "city council" includes similar entities such as a county council, town council, borough council or board of selectmen.) Results vary significantly when summarized by customer size class as the smallest customer size class is the only one in which the majority of utilities are governed by a city council. Seventy-one percent of the respondents with less than 5,000 customers are governed by city councils compared to only 37 percent of respondents with greater than 50,000 customers. Independent utility boards that are appointed are more than twice as common as utility boards that are elected. However, almost all public utility districts and public power districts are governed by elected utility boards. Included in the elected utility board category are two utilities that have a board composed of a majority of elected members and a minority of appointed members. Virtually all city councils are elected. Table 2 summarizes survey respondents by customer size class and the by type of governing body which exercises primary control over the utility. Customer Size Class Less than 5,000 Customers 5,000 to 20,000 Customers 20,000 to 50,000 Customers Greater than 50,000 Customers Total Table 2 Type of Primary Governing Body Number of Independent Utilitv Board Responses Ele to Appointed City Council 501 8% 22% 71% 207 16% 43% 41% 65 20% 35% 45% 41 24% 39% 37% 814 12% 29% 59% City councils play a large part in determining the make-up of appointed utility boards as they either appoint or approve the board in the majority of cases. Fifty-five percent of the boards are appointed by the mayor, but 91 percent of the time, the mayor's choices must be approved by the city council. The city council appoints the board jointly with the mayor for 10 percent of the utilities and on its own for 31 percent of the utilities. Independent utility boards name their own chair in approximately 90% of the cases, and this is true whether or not the board is elected or appointed. In contrast, city councils name their chair in only 32% of the cases. Sixty-four percent of city councils' chairs are elected by the voting public, and in many of these cases the elected mayor is automatically the chair of the city council. Table 3 shows how the chair is named for each type of governing body. Table 3 How Governing Body Chair is Named Elected Independent Utility Board Appointed Independent Utility Board City Council Chair Named in Governing Body Chair is General Election Elects Chair Appointed 11% 89% 0% I% 94% 5% 64% 32% 4% Term Length of Governing Body The average term length for governing bodies is 3.8 years. Term lengths range from one to seven years, and approximately half of respondents report term lengths of four years. Almost all of the utilities reporting governing body term limits of more than four years are governed by independent utility boards. Table 4 shows, for each type of governing body, the percent of respondents by length of term. Table 4 Term Length of Primary Governing Body Only eleven percent of electric utilities' governing bodies are subject to term limits. Restrictions range from one to five terms, with two terms reported as the limit 72 percent of the time. Responses varied significantly by customer size class, with utilities in the largest classes most likely to have term limits applied to the governing body. Table 5 summarizes term limits by customer size class. Table 5 Term Limits on Governing Bodies Number of 1 to 3 5 Years Type of Governing Body of Responses Years 4 Years or More Independent Utility Board 318 30% 30% 40% City Council 452 32% 67% 1% Only eleven percent of electric utilities' governing bodies are subject to term limits. Restrictions range from one to five terms, with two terms reported as the limit 72 percent of the time. Responses varied significantly by customer size class, with utilities in the largest classes most likely to have term limits applied to the governing body. Table 5 summarizes term limits by customer size class. Table 5 Term Limits on Governing Bodies Number of Percent With Term Limits Customer Size Class Responses on Governing Body Less than 5,000 Customers 503 5% 5,000 to 20,000 Customers 207 17% 20,000 to 50,000 Customers 65 41% Greater than 50,000 Customers 41 78% Total 816 11% Compensation of Governing Body Overall, 83 percent of utility governing bodies are paid. Approximately 85 percent of city councils are paid, and this result is consistent across all customer size classes. Elected independent utility boards are paid in about 82 percent of the cases, and this result is also fairly consistent across all customer size classes. For appointed utility boards, the percentage of governing bodies that are paid decreases as customer size class increases: 87 percent of utilities in the smallest customer size class report that the utility board is paid, compared to 78 percent in the 5,000 to 20,0000 customer class, 70 percent in the 20,000 to 50,000 customer class and 50 percent of utilities in the largest customer class. Survey respondents reported compensation data on either an annual, monthly or per meeting basis, and all responses were converted to an annual average. Of the governing bodies that are paid, the median annual payment is $1,350 per member. Median compensation increases as customer size class increases, with the exception of elected independent utility boards. The highest median compensation in this category is the 20,000 to 50,000 customer class which is dominated by Washington public utility districts. Table 6 presents median annual compensation of governing body members for each type of governing body and customer size class. Table 6 Median Compensation of Governing Body Members (Number of Responses in Parentheses) Independent Utility Board Customer Size Class Elected Appointed City Council TOW Less than 5,000 Customers $ 2,000 (31) $ 600 (91) $ 1,200 (269) $ 1,000 (391) 5,000 to 20,000 Customers 3,600 (26) 1,650 (66) 4,800 (63) 2,760 (155) 20,000 to 50,000 Customers 18,000 (11) 1,800 (15) 6,840 (24) 5,416 (50) Greater than 50,000 Customers 12,000 (9) 3,300 (8) 12,000 (13) 10,286 (30) Total $ 3,600 (77) $1,200 (180) $ 1,500 (369) $ 1,350 (626) 4 Authority of Controlling Board Survey respondents were asked to indicate which governing body or individual has final approval for eight specific actions: setting retail electric rates, approving the utility budget, setting salaries of key utility officials, issuing long-term bonds, making financial investments for the electric utility, approving purchased power contracts, exercising the right of eminent domain, and hiring and firing utility personnel. Except for the last function — hiring and firing — the authority for these functions overwhelmingly resides with the city council for utilities under city council control. However, for utilities under the control of an independent utility board, the results are more mixed. While the independent utility board has authority for a majority of utilities for seven out of the eight functions, the city council — either on its own or jointly with the utility board — retains authority for a significant number of utilities. The following descriptions and tables summarize the distribution of authority under independent utility boards as the primary governing body and under city councils as the primary governing body. Independent Utility Board as Primary Governing Body Approximately 330 utilities report that an independent utility board is their primary governing body. A majority of these utilities list the independent utility board as retaining final authority for seven of the eight functions. Utility boards are most likely to have final approval over setting salaries of key utility officials, approving utility budgets, making financial investments and approving purchased power contracts. Boards are least likely to have final approval over issuing long-term bonds and exercising the right of eminent domain. Most of the "Other" responses shown in Table 7 indicate joint authority between the utility board and the city council. Exceptions include the authority to make financial investments for the utility, which often resides with the financial director, city treasurer or general manager, and authority to hire and fire, which typically resides with the general manager of the utility or the city manager. In addition authority to set retail rates can reside with the state public utility commission, or with the Tennessee Valley Authority, in the case of TVA distribution systems. For some small systems (mainly in Massachusetts) a town meeting provides the final authority to issue long-term debt and to exercise eminent domain. While there are differences when comparisons are made between customer size classes, the same pattern remains. A larger percentage of utilities report that the independent utility board has final approval over salaries, budgets, financial investments and purchased power contracts, and smaller percentages report that the board has approval over issuing long-term bonds and exercising the right of eminent domain. Table 7 summarizes the results by customer size class. For each of the eight functions, the table shows the number of responses and the percent of responses indicating power of final approval for (1) the independent utility board (2) the city council and (3) other entities. Table 7 Exercise of Specific Authorities for Utilities with Independent Utility Board as Primary Governing Body Number of Independent City Authorities Responses Utility Board Council Other Less than 5,000 Customers Set retail electric rates 145 70% 13% 17% Approve utility budget 145 79% 16% 6% Set salaries of key utility officials 143 82% 15% 3% Issue long-term bonds 139 47% 46% 7% Make financial investments for utility 142 82% 13% 5% Approve purchased power contracts 143 80% 12% 8% Exercise right of eminent domain 137 50% 44`9a 7% Hire and fire utility personnel 144 79% 5% 16% 5,000 to 20,000 Customers Set retail electric rates 123 67% 16% 17% Approve utility budget 123 86% 11% 2% Set salaries of key utility officials 123 89% 7% 4% Issue long-term bonds 122 24% 58% 18% Make financial investments for utility 122 75% 7% 19% Approve purchased power contracts 123 73% 16% 11% Exercise right of eminent domain 116 47% 41% 11% Hire and fire utility personnel 123 65% 0% 35% 20,000 to 50,000 Customers Set retail electric rates 35 69% 17% 14% Approve utility budget 35 83% 14% 3% Set salaries of key utility officials 34 91% 9% 0% Issue long-term bonds 35 37% 43% 20% Make financial investments for utility 34 74% 3% 24% Approve purchased power contracts 35 83% 9% 9% Exercise right of eminent domain 33 52% 39% 9% Hire and fire utility personnel 34 62% 0% 38% Greater than 50,000 Customers Set retail electric rates 26 65% 23% 12% Approve utility budget 26 77% 23% 0% Set salaries of key utility officials 26 88% 8% 4% Issue long-term bonds 26 42% 42% 15% Make financial investments for utility 26 85% 4% 12% Approve purchased power contracts 26 81% 8% 12% Exercise right of eminent domain 26 77% 19% 4% Hire and fire utility personnel 25 76% 0% 24% L City Council as Primary Caverning Body Approximately 470 utilities report that the city council is their primary governing body. For all customer size classes combined, 90 percent or more of these utilities indicate that the city council has final approval for six of the eight functions surveyed. The two exceptions are making financial investments for the electric utility and hiring and firing utility personnel. These two functions are still performed by the city council in the majority of the utilities, but the authority resides with an individual in other cases. The financial director, city treasurer, city manager or utility staff are the individuals most often listed as making financial investments, while the utility general manager or the city manager most often have final hiring and firing authority. The city council has authority for setting retail rates and setting salaries for 90 percent of the utilities. State utility commissions, town meetings and outside agencies, such as the New York Power Authority and the Tennessee Valley Authority, have rate -setting authority for the remaining 10 percent of utilities. The most common response in the "other" category for setting salaries is an individual, such as the city manager. In addition, several small systems in Indiana report that final approval for most of the 8 functions is provided through a town meeting. There are differences in the city council's authority when comparisons are made between customer size classes. For example, the smallest customer size class is the only one for which the city council maintains authority for hiring and firing for the majority of systems. In addition, city councils have final approval over salaries, financial investment, and purchased power contracts for a smaller percentage of utilities in the larger customer size classes. Table 8 summarizes the results by customer size class. For each of the eight functions the table shows the number of responses and the percent of responses indicating power of final approval for (1) the city council and (2) other entities. Table 8 Exercise of Specific Authorities for Utilities with City Council as Primary Governing Body Authorities Less than 5,000 Customers Set retail electric rates Approve utlity budget Set salaries of key utility officials Issue long-term bonds Make financial investments for utility Approve purchased power contracts Exercise right of eminent domain Hire and fire utility personnel 5,000 to 20,000 Customers Set retail electric rates Approve utility budget Set salaries of key utility officials Issue long-term bonds Make financial investments for utility Approve purchased power contracts Exercise right of eminent domain Hire and fire utility personnel 20,000 to 50,000 Customers Set retail electric rates Approve utility budget Set salaries of key utility officials Issue long-term bonds Make financial investments for utility Approve purchased power contracts Exercise right of eminent domain Hire and fire utility personnel Greater than 50,000 Customers Set retail electric rates Approve utility budget Set salaries of key utility officials Issue long-term bonds Make financial investments for utility Approve purchased power contracts Exercise right of eminent domain Hire and fire utility personnel D Number of City Response Council Other 345 89% 11% 344 97% 3% 344 93% 7% 336 95% 5% 342 84% 16% 339 94% 6% 333 96% 4% 342 72% 28% 84 92% 8% 84 98% 2% 84 83% 17% 83 98% 2% 84 74% 26% 84 94% 6% 83 96% 4% 84 35% 65% 29 90% 10% 29 100% 0% 29 72% 28% 29 100% 0% 29 72% 28% 29 97% 3% 29 97% 3% 29 28% 72% 15 100% 0% 15 100% 0% 15 80% 20% 15 100% 0% 15 67% 33% 15 67% 33% 15 100% 0% 15 20% 80% Payments in Lieu of Taxes Eighty percent of survey respondents make payments in lieu of taxes to their state or local governments. (Payments in lieu of taxes may be called by a different name, such as tax equivalents or transfers to the general fund.) Results differ by customer size class, as only 74 percent of utilities in the smallest customer size class make payments in lieu of taxes, compared to nearly 90 percent or more of the utilities in the largest classes. Eighty three percent of utilities with independent boards make payments compared to 78% of utilities governed by city councils. Table 9 shows, by customer class, the percent of respondents that make payments in lieu of taxes. Table 9 Utilities that Make Payments in Lieu of Taxes Of the utilities that make payments in lieu of taxes, 57 percent use a formula to determine the amount. Utilities in the smallest customer size class are least likely to use a formula, while utilities in the largest classes are the most likely to use a formula. Seventy-five percent of utilities under the control of a utility board use a formula to determine the amount of payments in lieu of taxes, compared to only 44% percent of utilities under the control of a city council. (See Table 10.) Customer Size Class Table 10 Percent of Utilities Making Payments in Lieu of Taxes that Use a Formula to Determine the Amount (Number of Responses in Parentheses) Primary Governing Body Utility Board City Council Total Less than 5,000 Customers Number of Percent that Customer Size Class Responses Make Payments Less than 5,000 Customers 503 74% 5,000 to 20,000 Customers 207 88% 20,000 to 50,000 Customers 65 92% Greater than 50,000 Customers 41 90% Total 816 80% Of the utilities that make payments in lieu of taxes, 57 percent use a formula to determine the amount. Utilities in the smallest customer size class are least likely to use a formula, while utilities in the largest classes are the most likely to use a formula. Seventy-five percent of utilities under the control of a utility board use a formula to determine the amount of payments in lieu of taxes, compared to only 44% percent of utilities under the control of a city council. (See Table 10.) Customer Size Class Table 10 Percent of Utilities Making Payments in Lieu of Taxes that Use a Formula to Determine the Amount (Number of Responses in Parentheses) Primary Governing Body Utility Board City Council Total Less than 5,000 Customers 63% (112) 35% (258) 44% (370) 5,000 to 20,000 Customers 79% (107) 49% (75) 66% (182) 20,000 to 50,000 Customers 94% - (34) 85% (26) 90% (60) Greater than 50,000 Customers 95% (22) 87% (15) 92% (37) Total 75% (275) 44% (374) 57% (649) (More detailed information on payments in lieu of taxes and other payments and contributions is available in APPA's series of reports, Payments and Contributions By Public Power Distribution Systems To State and Local Government. The reports include data on the amount and type of payments and contributions, summaries by customer size class and region, and comparisons with investor- owned utilities.) How the Competitive Environment Affects Governing Body Oversight Increased competition at the wholesale level and retail choice programs in several states have combined to increase pressure on public power systems to operate more efficiently. In response some governing bodies have made changes intended to allow utilities to compete more effectively. Survey respondents were asked if their governing body had made any of five specific changes related either to governing body meetings or to allowing the utility manager greater flexibility in making decisions. Sixteen percent of survey respondents reported that open meeting laws had been amended to allow potentially competitive information to remain confidential. Similarly 19% of respondents said that changes had been made to what is discussed at governing body meetings in order to keep potentially competitive information confidential. As shown in Table 11-A, the results varied significantly by customer class, with the smallest customer class least likely, and the largest customer class most likely, to have made these changes. The governing body can change approval processes to give utility managers more opportunities to act independently and to make quicker decisions. This was most likely to have occurred with purchasing authority, as 27% of respondents reported that the governing body had raised the dollar threshold required for governing body approval, thereby allowing more purchases to be approved by utility managers. Only 13% of respondents said that the governing body had established credit standards allowing the utility manager to sign some short-term power contracts without governing body approval, and only 12`3b reported that the governing body had set guidelines allowing managers to negotiate rates for key customers. Results differed significantly by customer class for all three items. As shown in Table 11-11, these changes are much more likely to have occurred at utilities in the largest customer class. The difference is greatest for allowing the utility manager to sign some short-term power contracts, as only 7% of utilities in the smallest customer class have this ability, compared to 56% of the utilities in the largest customer class. 10 Table 11-A Percent of Utilities that Made Changes to Governing Board Meetings To allow potentially competitive information to remain confidential, changes have been made to: Number of What Is Discussed Customer Size Class Responses Open Meeting Laws at Meetings Less than 5,000 Customers 503 11% 14% 5,000 to 20,000 Customers 207 22% 25% 20,000 to 50,000 Customers 65 26% 28% Greater than 50,000 Customers 41 27% 46% Total 816 16% 19% Table 11-B Percent of Utilities that Made Changes to Approval Processes Raised Dollar Allow Manager Allow Manager Threshold for to Sign Short -Term to Negotiate Governing Body Power Supply Rates for Customer Size Class Approval of Purchases Contracts Key Customers Less than 5,000 Customers 20% 7% 7% 5,000 to 20,000 Customers 32% 16% 13% 20,000 to 50,000 Customers 45% 23% 29% Greater than 50,000 Customers 51% 56% 39% Total 27% 13% 12% (Note: Number of responses is the same in Tables 11 A and 11-B. ) 11 Utility Service to Customers Outside of Municipal Boundaries The public power systems that completed APPA's survey include both municipally owned utilities and other political subdivisions — such as state-owned utilities, public power districts, public utility districts, and municipal utility districts — that provide electric service. Of the 816 respondents, 767 or 94% are municipally owned utilities, and these utilities also provided information about service to customers outside of the municipality's boundaries. Sixty-five percent of municipally owned utilities — or a total of 495 systems — serve at least some customers located outside the municipality's boundaries. This ranges from 61% of municipally owned utilities in the smallest customer class to around 75% in the two largest customer classes. These 495 utilities were asked about the relationship between the utility and the customers located outside of the municipality. Eight percent of the 495 utilities include on the governing body a representative for customers outside the municipality, and 14% make payments in lieu of taxes to jurisdictions outside the municipal boundaries. The pattern is the same for both actions: large utilities and utilities with appointed utility boards are the most likely to have a governing body representative for customers outside the municipality and most likely to make payments to jurisdictions outside the city boundaries. (See tables 12-A and 12-B.) Table 12-A Utilities that Serve Customers Outside the Municipal Boundaries Governing Body Utility Makes Payments Number of Includes a Representative in Lieu of Taxes to Customer Size Class Responses From Outside Municipality Outside jurisdictions Less than 5,000 Customers 5,000 to 20,000 Customers 20,000 to 50,000 Customers Greater than 50,000 Customers Total - 295 5% 6% 135 11% 19% 42 12% 29% 23 22% 57% 495 8% 14% Table 12-B Governing Body Utility Makes Payments (Note: Tables 12-A and 12-B are based on responses from 495 municipal utilities that serve customers outside of the municipal boundaries.) 12 Number of Includes a Representative in Lieu of Taxes to !We of Governing Body Responses From Outside Municipality Outside jurisdictions Elected Utility Board 28 7% 14% Appointed Utility Board 168 14% 26% City Council 298 5% 7% Total 494 8% 14% (Note: Tables 12-A and 12-B are based on responses from 495 municipal utilities that serve customers outside of the municipal boundaries.) 12 Finally, the 767 municipal electric utilities were asked which other utility services are provided by the municipal government. As shown in Table 13 below, water and sewer are the most common utility services provided by the municipal government. Table 13 Other Utility Services Provided by the Municipal Government Number that Percent of Municipal Utility Service Provide Service Electric Utility Respondents Gas 139 18% Water 725 95% Sewer 682 89% Wastewater 544 71% Cable TV 50 7% Other 118 15% The most frequently listed services provided in the "other" category include garbage, solid waste disposal, Internet, and telecommunications. 13 Council Meeting Date: October 27, 2009 Item No. S' AGENDA ITEM COVER SHEET SUBJECT: Forwarded from the GTAB Board: Consideration and possible action for the award of the annual bid for Emulsion oil used in road construction to Ergon Asphalt & Emulsion, Inc. of Austin, Texas for the estimated amount of $50,414.70. — Mark Miller Transportation Services Manager, Jim Briggs, ACM for Utility Operations ITEM SUMMARY: Bids were received to provide the City of Georgetown with emulsions used for chip seals and tack oil. Numerous companies were notified of the bid. Ergon was the only company responding. GTAB BOARD RECOMMENDATION: This item was unanimously recommended by the GTAB Board for Council approval at the October 9, 2009, GTAB Board meeting. STAFF RECOMMENDATION: Staff recommends award of the bid to Ergon. SPECIAL CONSIDERATIONS: None FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Streets Capital budget: Fund Actual Budget 100-5-0846-52-806 Rehabilitation Estimated $50,414.70 $1,423,000.00 COMMENTS: None ATTACHMENTS: Bid tabulation Submitted By: Mark Miller, Transportation Services Manager Available Budget Balance $1,372,585.30 BID NO. 29072 Emulsion October 15, 2009 — September 14, 2010 'w/option to renew for an additional 12 month period ERGON ASPHALT & EMULSION APPRX. ANNUAL PRICE PER QUANTITY GALLON Emulsion HFRS-2P including 10,000 GAL. $2.8026 freight charges to a single location in the City of Georgetown Pump and Hose Charge (Per 6 $80.00 Load) Ia. Emulsion HFRS 213 10,000 GAL. $2.70 (Plant Pick up) 2. Emulsion AE -P (A -HP) 2,000 GAL $2.9026 Including freight charges to a single location in the City of Georgetown Pump and Hose Charge (Per 6 $80.00 Load) 2a. Emulsion AE -P (A -HP) 2,000 GAL. 2.80 (Plant Pick up) 3. Emulsion SS -1 7,000 GAL. $2.3026 Including freight charges to a single location in the City of Georgetown Pump and Hose Charge (Per Load) 6 $80.00 3a. Emulsion SS -1 7,000 GAL 2.20 (Plant Pick up) Free Demerge Time Allowed TWO (2) HOURS Additional Hourly Charge for Unloading $80.00 ESTIMATED ANNUAL AMOUNT $50,414.70 Amount based on an average cost of delivery & plant pickup Exceptions: Bid is for full transport loads of 5,500 gallons and freight is based on full transport load. Return freight is one-half of the outgoing tariff. Federal Environmental fee is $0.00133 per gallon for Emulsified Asphalt which is not included in bid price. ERGON ASPHALT & EMULSION, INC. 11612 RM 2244, Bldg. 1, Suite 250 Austin, Tx 78738 512-469-9292 Email- carv.brownlee cDeroon.com NO RESPONSE: Acme Bridge Co., Inc., AGH2O Holdings, Alliance Realty Advisors, Atex Commercial Contractor, Aus-Tex Development, Austin Asphalt, Austin Engineering, Austin Filter Systems., Capitol Concrete Contractors, CDC News, CDC Publishing, Champion Site Prep, L.P., Chasco Constructors, Construction Data Company, Contract Land Staff, Cutler Repaving, Dan Williams Co., DIJ Construction, Ella Construction, Ellis -McGinnis Constructions Co., EZ Seal, Freitas Enterprises, FT Woods Construction, Fugro Consultants, Georgetown Transportation, H. Deck Construction, Heart of Texas Hot Mix, Hoover Construction Co., HRM Consultants, J Paul Aubin Real Estate, J.C: Evans Construction, Jewell Concrete Products, Joe Bland Construction, Jones & Carter, KC Constructions. Co., Lewis Contractors, Lone Star Ready Mix, Longhorn International, McLean Construction, Meyer Construction, Miller Contracting, Professional Turf Products, RGM Constructors, RGT Engineering, RGT Engineering, Rogers Constructioh Co., RTI Hot Mix, Sherwin Williams Paint, Sign & Safety Supplies, Steel Effects, Superior Crushed Stone, Texas Rock Hounds, W.W. Grainger, Ziao Trucking Council Meeting Date: October 27, 2009 Item No. AGENDA ITEM COVER SHEET SUB E : Forwarded from the GUS Board: Consideration and possible recommendation to approve construction contract with Cunningham Constructors & Assoc., Inc. of Georgetown, Texas for the construction of the Lake Water Treatment Plant 3 MG Clearwell in the amount of $2,622,800.00. - Glenn Dishon& Water Services Director, Jim Briggs, ACM for Utility Operations ITEM SUMMARY: The project entails construction of a 3 MG ground storage tank to be located at the Lake Georgetown Water Treatment Plant (LWTP). This ground storage tank will be the second tank of this size at the site and will meet the needs for future water storage as envisioned by the 2008 Master Plan. The additional storage is needed to provide for water plant production efficiency and improved peak demand performance. This project publicly advertised on September 61" and September 13'". Twenty-five (25) contractors held plans for bidding the project. Nine contractors submitted bids for the project and we have determined that Cunningham Contractors & Assoc., Inc is the low qualified bidder at a cost of $2,622,800.00. The engineers estimate for the project was $4,163,000.00. Additionally, the City will be reimbursed 21.8% of the total cost of the project by CTSUD in accordance with the Interlocal Agreement Regarding Regional Water System Improvements. GUS BOARD RECOMMENDATIONS: This item was unanimously recommended by the GUS Board for Council approval at the October 19, 2009, GUS Board meeting. STAFF RECOMMENDATIONS: Staff recommends approval of the contract with Cunningham Contractors & Assoc., Inc. for the construction of the LWTP 3 MG clearwell in the amount of $2,622,800.00. FINANCIAL IMPACT: Funds for this additional expenditure are available in the Lake Water Clearwell Budget. See the attached Budgetary & Financial Analysis. ATTACHMENTS: CIP Budgetary & Financial Analysis Engineers Recommendation letter. Engineers Estimate. Bid Tabulation. Submitted By: Glenn Dishon& Water Services Director CDBG Project - Budgetary and Financial Analysis Approved UCNCKAL LCUbCK AtA,UUN I NUMtSrK nan n nccn nn oon IAI-+-. Total Budget 3,900,000.00 'A portiton— ($921,000) of this is to be covered by Chishlom Trail Special Utility Distrtict TOTAL PROJECT BUDGET 4,388,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered I Costs I Costs I Budget Consulting 291,600.00 291,600 Right of Way 0.00 0 Construction 2,622,800.00 2,622,800 Other Costs 20,000.00 20,000 Total Project Costs 291 Comments: DATE: PROJECT NAME: LWTP 3 MG Clearwell 213,1 10/06/2009 Division/Department: GUS I Water Director Approval Prepared By: Michael Hallmark Finance Approval LaKe - 10l07I09 TOTAL ANNUAL BUDGET 3,900,000.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered %Annual A) before agenda item B A + B Budget Consulting: CDM 0.00 0% Right of Way 0.00 0% Construction: Cunningham Contractors 2,622,800.00 2,622,800.00 67% Other Costs: Terracon Testing TCI 10-001 20,000.00 20,000.00 1% Total Current Year Costs 0.00 2,642,800.00 Approved UCNCKAL LCUbCK AtA,UUN I NUMtSrK nan n nccn nn oon IAI-+-. Total Budget 3,900,000.00 'A portiton— ($921,000) of this is to be covered by Chishlom Trail Special Utility Distrtict TOTAL PROJECT BUDGET 4,388,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered I Costs I Costs I Budget Consulting 291,600.00 291,600 Right of Way 0.00 0 Construction 2,622,800.00 2,622,800 Other Costs 20,000.00 20,000 Total Project Costs 291 Comments: L♦ 12357-A Riata Trace Parkway, Suite 210 Austin, Texas 78727 tel 512346-1100 fax: 512 345-1483 September 30, 2009 Mr. Tom Benz, P.E. System Engineering Director Georgetown Utility Systems City of Georgetown 300 Industrial Ave. Georgetown, TX 78626 RECEIVED OCT 0 5 2009 GEORGETOWN UTILITY SYSTEMS Subject: Lake Water Treatment Plant 3 MG Clearwell Improvements Recommendation of Award Dear Mr. Benz: On September 29, 2009 at 2:00 p.m. at the City of Georgetown offices at the Georgetown Utility Systems, bids were received and opened for the Lake Water Treatment Plant 3 MG Clearwell Improvements project. The project includes construction of a 3 MG prestressed concrete clearwell, and approximately 487 LF of 48 -inch ductile iron finished water pipeline, 93 LF of 36 -inch ductile iron finished water pipeline, 348 LF of 42 -inch ductile iron finished water pipeline, and relocation of approximately 362 LF of 48 -inch ductile iron raw water pipeline. Construction of this new 3 MG clearwell is part of a phased expansion which will allow the City to increase capacity of the Lake Water Treatment Plant. Nine bids were received and are listed below. A complete tabulation of all the bids is attached to this letter. Bidder Cunningham Constructors & Assoc., Inc. Central Road & Utility, LTD. Westar Construction Deductive Alternate Total Base Bid Bid Item No. 1 $2,622,800.00 $2,944,300.00 $2,974,925.00 ($50,000.00) ($40,000.00) ($50,000.00) Additive Alternate Bid Item No. 1 $50,000.00 P:1CIty of GeorgetownLL eWTP 3 MG Clerwell(Woaue)NCorrespordence�ener to Benz- Reconrnendatim of Award (9 30.2009).ckc consulting • engineering • construction - operations Mr. Tom Benz, P.E. September 30, 2009 Page 2 Bidder Deductive Alternate Additive Alternate Total Base Bid Bid Item No.1 Bid Item No.1 Nelson Lewis, Inc. $2,997,287.50 ($50,000.00) - CSA Construction, Inc. $3,048,000.00 ($50,000.00) Keystone Construction, Inc. $3,074,098.00 - - Austin Engineering Co., Inc. $3,083,052.00 ($50,000.00) $20,000.00 Lewis Contractors, Inc. $3,088,300.00 ($50,000.00) Chasco Constructors $3,154,700.00 ($50,000.00) The low bidder for the project is Cunningham Constructors & Assoc., Inc. (Cunningham). We have investigated previous work by Cunningham, who is located in Georgetown, Texas, to determine if they are qualified to complete the work. Cunningham has successfully completed numerous water and wastewater treatment plant projects in both Texas and in particular, the Central Texas area. Cunningham has successfully completed projects for the City of Georgetown and CDM. We believe that Cunningham has the experience and the capacity to complete the Lake Water Treatment Plant 3 MG Clearwell Improvements project within the timeframe described in the contract. We therefore recommend that the City of Georgetown award the Lake Water Treatment Plant 3 MG Clearwell Improvements contract to Cunningham for the Base Bid in the amount of $2,622,800.00. If you have any questions regarding this recommendation to award or the project in general, please contact me. _ Sincerely, Allen D. Woelke, P.E., BCEE Vice President Camp Dresser & McKee Inc. Enclosure \ '(1 f LAN D. W. - cc: Michael Hallmark, City of Georgetown Glenn Dishong, City of Georgetown Chris Leal, CDM P Zity d GeorgetownLLake WTP 3 MG Clearwell (Woelke(M.OnesP dencet etter to Benz - Ftec Mwdatiw of Award (9.382OD9).doc City of Georgetown Lake Water Treatment Plant 3 MG Clearwell Cost Information September 1, 2009 I Otal Lost Wototal 1.01 Site Clearing 1 Ac $ 10,000 $ 10,000 1.02 Erosion & Sedimentation Control 1 LS $ 81000 $ 8,000 1.03 Tree Restoration 1 LS $ 60,000 $ 60,000 $ 78,000 Yard Piping 3.01 Pre -stressed Concrete Tank 1 LS To Pumpstation (from tank) $ 1,225,000 3.02 Concentric "C" Fabric Baffle 1 LS $ 90,000 $ 90,000 2.0148" - DI - FINW 482 LF $ 480 $ 231,360 3.04 42" Inlet 2.02 Trench Safety 482 LF $ 2 $ 964 $ 22,000 2.03 Tie -into existing 48" header 1 LS $ 25,000 $ 25,000 2.04 48" - BFV 1 EA $ 30,000 $ 30,000 1 LS 2.05 48"x48" DI Tee, flanged 1 EA $ 27,000 $ 27,000 $ 27,000 2.06 Miscellaneous 1 LS $ 19,852 $ 19,852 $ 335,000 To Tank (from treatment) $ 12 $ 88,334 $ 2,296,000 Subtotal Planning Cost Information $ 2.07 36" - DI - FINW 93 LF $ 360 $ 33,480 3,624,000 2.0842"-DI-FINW 348 LF $ 420 $ 146,160 Total 2.09 Trench Safety 441 LF $ 2 $ 882 $ 2.10 Tie -into existing 36" DI 1 LS $ 5,000 $ 5,000 Allowance - Prime Controls 2.1136" - BFV 1 EA $ 20,000 $ 20,000 2.12 36"x42" DI Red, flanged 1 EA $ 9,000 $ 9,000 2.13 36"x36" DI Tee, flanged 1 EA $ 12,000 $ 12,000 2.14 Miscellaneous 1 LS $ 10,636 $ 10,636 $ 238,000 Relocate 48" BRA RW Line 2.15 48" - RW 300 LF $ 480 $ 144,000 2.16 Trench Safety 300 LF $ 2 $ 600 2.17 Tie -into 48" 2 LS $ 25,000 $ 50,000 2.18 Excavate & Remove existing 48" 180 LF $ 50 $ 9,000 2.19 Fill 6'x7.5' trench 300 CY $ - $ - 2.20 Miscellaneous 1 LS $ 14,004 $ 14,004 $ 218,000 3.0 Ground Storage Tank 3.01 Pre -stressed Concrete Tank 1 LS $ 1,225,000 $ 1,225,000 3.02 Concentric "C" Fabric Baffle 1 LS $ 90,000 $ 90,000 3.03 Ladders, hatch, sleeve, manway 1 LS $ 43,500 $ 43,500 3.04 42" Inlet 1 LS $ 17,500 $ 17,500 3.05 42"- BFV 1 LS $ 22,000 $ 22,000 3.06 42"x42" DI Tee, flanged 1 EA $ 21,000 $ 21,000 3.07 48" Outlet 1 LS $ 20,000 $ 20,000 3.08 48" - BFV 1 LS $ 30,000 $ 30,000 3.09 48"x48" DI Tee, flanged 1 EA $ 27,000 $ 27,000 3.10 Excavation 18,955 cy $ 38 $ 710,800 3.11 Fill 7,361 cy $ 12 $ 88,334 $ 2,296,000 Subtotal Planning Cost Information $ 3,165,000 (14.5%) Mob/Damob, General Conditions, Bonds & Insurance $ 459,000 Total Cost Information $ 3,624,000 (10%) Contingency $ 363,000 Total $ 3,987,000 Allowance - Native Tree Farm for Instalation $ 120,000 Allowance - Native Tree Farm for Maintenance $ 30,000 Allowance - Prime Controls $ 26,000 Total $ 4.163.000 fill and/or lean concrete will be used if deemed necessary, as recommended by Geotech engineer, City of Georgetown Lake Water Treatment Plant 3 MG Clearwell Improvements Detailed Bid Tabulation September 29, 2009 2:00 pm DESOtlp110N $ CII !" AM CONSTI'MaRUCTORS& ASSOC., IiiUTllrrv, CEIY M ROAD& I.M. WEST" WNSTRUCTION NELSON LEWIS. INC CSA CONSTIIUCTION, INC IL 014E CONSTRUCTION INC. A115TINENOWEERIN6 CO., INC IEWLS COMRACTORS, INC CNAXO CONSTRUCTORS Bid Bond Yes Yes Yes Yes Yes Yes Yes Y. Yes Attachments A -I Completed Yes Yes Yes Yes Yes YM Yes Yes Yes Bidder's Qualification Form S Yas YM Yes Yes Yes Yes Yes Yes Yes Acknowledgement Addendum No. 1 $ Yes Yes Yea Yes Yes Yes NO No Yes Base Bid Nem No, i $ 250,00.00 $ 88,dW.W $ 330,000.00 $ 70,000.00 $ x91,200.00 $ 47,000.00 S 300.Ooo.00 $ 50.000.00 $ 200,000.00 ease Bid Nem Ne.2 $ 1,225.00 $ 3,67500 $ 12,250.00 $ 612.50 S 1,225.00 $ 37,975.00 S 3,675.00 $ 6,125.0 $ 6,12S.00 Base &d Nem No. 3 $ 19,0.0 $ 18.050.0 $ 38.00.0 I S 57,00.0 $ 1,90.0 $ Ni 0000 $ 38,0.0 S 9.50.0 S 1,90.0 Base Bid Rem No.4 $ 1,257,90,0 S 1,565,00.0 $ 1,20,00.0 $ 1,620,00.0 $ 1,675,00.0 $ 1,547,128.0 S 2,125,377.0 S 1,750,000.0 S 1,649,0.0 Cleewell Manufacture Preload Pnloatl None Uslud(NaMNA) None Usted(Netg.o) Praised preload Preload Probed preload Base Bid Item No.5 $ 20,00.00 $ 245,000.0 $ 230,00.0 $ 250,00.0 S 170,000.0 S 325,813.0 S 50,00.0 $ 230,000.0 S 280,00.0 Base Bid Item No. 6 $ 250,000,0 $ 380,000,0 S 250,00.0 S 30,00.0 $ 315,00.0 $ 30,163.0 S 75,00.0 $ 385=oso $ dW,W0.0 Base Bid Item No.7 $ 255,00.0 $ 20,00.0 $ 185,00.W S 275.000.0 $ 20.00.0 5 229.491.0 $ 110,00.0 $ x8 =oso $ 245.00.0 Base Bid Nam No.a $ 20,00.0 $ 16,000.00 $ 140100000 $ 5(1,00,0 $ Izcoso0 S 42,173.00 $ 25,WO.W $ 80,000 $ 12,00.0 Note Bid Nem Ne.9 5 20,000W $ 21,WO.W S 15,000.00 S 20,00.00 $ 1;000.00 $ 40,627.00 $ ",00.0 S 25,00.00 $ 22,00.0 Base m Nem No. 10 $ O,OW.00 $ 42,00.0 $ 150.000.0 $ Wcoo0 $ d5A00.W S 55.053.00 $ 55,WO.W $ d8,W00 $ 69.00.0 Base BM Nem No. 11 Is BS,Oo oo 1$ 81,500.0 I $ 20,00.0 $ so o0,0 I 5 10000.0 I $ 18.,00.0 $ 95,000.01 $ 10,00.00 $ 45,00.0 Base BM Nam 0.12 $ 120,00 .00 $ 120,00.0 $ 120,00.0 5 120,00.0 5 120,00.0 $ 120,000.0 5 1x11,000.0 $ 1x0,00.00 5 120,000.0 Base Md Nem No. 13 $ 30,000." $ 30,00000 $ 30,".00 5 W,OW." $ 30,00000 $ 30,000.00 $ 30,000.0 S 30,00000 $ 30,00000 Base Bid Nem No. 14 5 74,67500 5 74,675.W $ 74,675." 5 74,675,00 S 74,67500 $ 74,67$.W S 26,000" $ 74,675.00 1 $ 74,67500 Taol Bap Md $ 3,e2i,B0o.00 $ 2.914A1000 S 2,574,250 $ 2,997,2570 $ 3,06400000 $ 3A74AMOD $ 3ANA LOO $ 3,ott,3oo.W I $ 3.154,700.00 AddWw Bid Item Nl $ so,00000 No Bid No Bid No Bid No Bid No Bid $ 20,00." No Bid No Bid Is of days (Subsonnal Com,lettoni 200 no DeduNve am Item No.1 -Sw,0.0 -$40,000.0 -$50,00.0 -$50,00.0 -$0,00.0 $0.0 -$50,00.0 -SWAM.W Total.Atl id. S 2,672,800.0 S 2.944,300.0 $ 2,974,925.W $ 2,997,287.50 S 3,048,000." $ 3,074,0980 S 3,103.020 $ 3.088.30.0 $ 3,354,7W.W Total - Deductive $ 2,S72,800.W $ 2,904,30.0 $ 2,24,925.0 $ 2,947,282.50 $ 2,998,0".00 $ 3,074,098.W $ 3,033,052.W S 3,03430.0 1 $ 3,304,70.00 Tool. AddNM-paduc0va $ 2,622,800.00 $ 2,904,30.0 $ 2,924,925.0 $ 2,947,287.50 $ 2,998,000.0 $ 3,074,098.00 $ 3,053,052.0 $ 3,03430.00 1 $ 3,Joe ,7W.W e Error in Total Bate Bid written on Schedule of Prices. Written value was: S2,622,700.00 (Cunningham Constructors & Astatic., Inc.) CCM Patti Council Meeting Date: October 27, 2009 Item No, U_ AGENDA ITEM COVER SHEET SUBJE : Forwarded from the GUS Board: Consideration and possible action to award a contract to CDM Constructors Inc. (CCI), of Houston, Texas, for Lake Water Treatment Plant (LWTP) Filter #10 and Sun City Pump No. 4 and 5 for an amount not to exceed $2,033,200.00. — Glenn Dishong, Water Services Director & Jim Briggs, ACM for Utility Operations ITEM SUMMARY: The LWTP expansion is in progress with the first phase of the project being the addition of a second 3 MG GST to provide additional storage to meet peak demand. The second phase of expansion involves the addition of 11 MG of treatment capacity. The second phase of the project will begin within the next few months with a completion date of December 2011. The recent drought conditions, summer peak demands, system growth, and the degradation of the City's groundwater availability during the drought require that some additional treatment and pumping capacity in the current expansion project be available by the summer of 2010. Due to the current situation, an emergency situation exists affecting the health and safety of the public under peak demands created by either drought conditions or fire fighting and loss of groundwater supply that the acceleration of a portion of the project can alleviate. Therefore, staff recommends the completion of this project using the exception from competitive bidding for procurements necessary to preserve or protect public health and safety of the citizens as allow by Local Government Code Section 252.022(a)(2). The City has selected CCI of Houston, Texas and Cunningham Constructors & Associates, Inc. of Georgetown, Texas due to their previous work on the LWTP. The total Base Bid is $1,875,200. The base bid includes the construction of Filter 10 and the installation of Sun City Pump No.4 and the cans for Sun City Pump No.4 and 5. The engineering estimate for the base bid was $1,800,000. Additive Alternate No.1 is for furnishing and installing Sun City Pump No.S and totals $158,000. If the project is award by November 2009 it should be substantially complete by June 2010. Staff recommend that CCI is awarded the Base Bid and Additive Alternate No.1 for a total contract amount of not to exceed $2,033,200. Staff is still negotiating terms and conditions of the contract with CCI. The cost of the project will be shared between CfSUD and the City with CMUD reimbursing the City for 50% of the cost of Filter #10. GUS BOARD RECOMMENDATION: This item was recommended by the GUS Board by a 5-1-1 (Page, Nett, Quinn, Beach & Eason for, Sattler opposed, Lenning absent) for Council approval at the October 19, 2009, GUS Board meeting. STAFF RECOMMENDATION: Staff recommends that the Board find that an emergency situation exists affecting the health and safety of the public. Staff recommends to award a contract to CDM Constructors Inc. (CCI), of Houston, Texas, for Lake Water Treatment Plant (LWTP) Filter #10 and Sun City Pump No. 4 and 5 for $2,033,200. FINANCIAL IMPACT: See attached CIP Budgetary & Financial Analysis Sheet. Local Government Code Section 252.022 allows for the emergency procurement. ATTACHMENTS: OF Budgetary & Financial Analysis Sheet Engineers recommendation letter Submitted By: Glenn Dishong Water Services Director Thomas R. Benz, P.E. U Jim Systems Engineering Manager AU CIP- Budgetary and Financial Analysis Worksheet of Way Costs 000 0% 000 0% 2,033,200.00 2,033,200.00 51% 0.00 0% Total Current Year Costs 0.00 2,033,200.00 Approved 3ENERAL LEDGER ACCOUNT NUMBER CY Budget i60-9-0580-90-210 4,000,000"5 Total Budget 1 4,000,000.00 'Chisholm Trail Special Utility district- is reimbursing the City for a portion of the cost for the expansion of the Lake Water Treatment Plant -($1,500,000) TOTAL PROJECT BUDGET �- 4,000,000 00 (includes all previous yrs) Prior Years Current Year Total Project % Total Soent/Encumbered Costs Costs Budget Consulting CDM 183,000.00 0.00 183,000 00 DATE PROJECT NAME: LWTP Filter #10 & Sun City Pump 4 & 5 2MB 10/15/2009 Division/Department: GUS / Water 2,033,200.00 Director Approval 51% Prepared By: Michael Hallmark 0.00 Finance Approval LAKE 10/15/09 TOTAL ANNUAL BUDGET 4,000,000.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B) (A + B) Budget of Way Costs 000 0% 000 0% 2,033,200.00 2,033,200.00 51% 0.00 0% Total Current Year Costs 0.00 2,033,200.00 Approved 3ENERAL LEDGER ACCOUNT NUMBER CY Budget i60-9-0580-90-210 4,000,000"5 Total Budget 1 4,000,000.00 'Chisholm Trail Special Utility district- is reimbursing the City for a portion of the cost for the expansion of the Lake Water Treatment Plant -($1,500,000) TOTAL PROJECT BUDGET �- 4,000,000 00 (includes all previous yrs) Prior Years Current Year Total Project % Total Soent/Encumbered Costs Costs Budget Consulting CDM 183,000.00 0.00 183,000 00 5% Right of Way 0.00 0.00 0% Construction 2,033,200.00 2,033,200.00 51% Other Costs 0.00 0.00 0% Total Project Costs 1 183,000.00 1 2,033,200.00 1 2,216,200 Comments: ATTACHMENT #2 12357-A Riata Trace Parkway, Suite 210 Austin, Texas 78727 tel: 512346-1100 fax 5123451483 October 12, 2009 Mr. Tom Benz, P.E. System Engineering Director Georgetown Utility Systems 300 Industrial Ave. Georgetown, TX 78626. RE: Lake Water Treatment Plant Filter 10 and Sun City Pump Station Improvements Construction Manager at Risk Bid Recommendation of Award Dear Mr. Benz: Transmitted with this letter is one original of Section 00300, Bid Form, for the Lake Water Treatment Plant, Filter 10 and Sun City Pump Station Improvements Project. As you are aware, this project is proposed to be constructed under the Construction Manager at Risk (CMAR) delivery method to speed the installation of this critically needed infrastructure. If the improvements included in this project are not completed and ready for use during the summer of 2010, there is the potential for a threat to the health and safety to the citizens in the City of Georgetown The Bid Form has been completed by CCI in conjunction with Cunningham Constructors & Associates, Inc. If the City finds the Bid acceptable, CCI will complete the CMAR Agreement that has been forwarded to them previously and include the necessary bonds and insurance certificates. The total Base Bid is $1,875,200. The base bid includes the construction of Filter 10 and the installation of Sun City Pump No. 4 and the cans for Sun City Pump No. 4 and 5. Additive Alternate No.1 is for furnishing and installing Sun City Pump No. 5 and totals $158,000. We recommend that the City award the Base Bid and Additive Alternate No. 1 for a total contract amount of $2,033,200. oaa.nea wa consulting • engineering • construction • operations ,W, 2048-72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps SECTION 00300 BID FORM PROJECT IDENTIFICATION• CITY OF GEORGETOWN LAKE WATER TREATMENT PLANT FILTER 10 AND SUN CITY PUMP STATION IMPROVEMENTS CONTRACT IDENTIFICATION AND NUMBER: BID: THIS BID IS SUBMITTED TO: The City of Georgetown Georgetown Municipal Complex ATTN: Purchasing 300-1 Industrial Avenue Georgetown, Texas 78626 RECD OCT 12 2009 1.01 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with OWNER in the form included in the Bidding Documents to perform all Work as specified or indicated in the Bidding Documents for the prices and within the times indicated in this Bid and in accordance with the other terms and conditions of the Bidding Documents. 1.02 BIDDER understands and agrees that the OWNER has the right to reject any or all Bids and to waive any informalities. 2.01 Bidder accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Bidders, including without limitation those dealing with the disposition of Bid security. The Bid will remain subject to acceptance for 60 days after the Bid opening, or for such longer period of time that Bidder may agree to in writing upon request of OWNER. 3.01 In submitting this Bid, Bidder represents, as set forth in the Agreement, that: A. Bidder has examined and carefully studied the Bidding Documents, the other related data identified in the Bidding Documents, and the following Addenda, receipt of all which is hereby acknowledged. Addendum No. Addendum Date B. Bidder has visited the Site and become familiar with and is satisfied as to the general, local and Site conditions that may affect cost, progress, and performance of the Work. GEORGETOWN FILTER10SUNCITYPS BID FORM TT EDITS DOG 00300-1 1olrPm 2048-72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps C. Bidder is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress and performance of the Work. D. Bidder has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in paragraph 4.02 of the General Conditions, and (2) reports and drawings of a Hazardous Environmental Condition, if any, which has been identified in the Supplementary Conditions as provided in paragraph 4.06 of the General Conditions. E. Bidder has obtained and carefully studied (or assumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by Bidder, including applying the specific means, methods, techniques, sequences, and procedures of construction expressly required by the Bidding Documents to be employed by Bidder, and safety precautions and programs incident thereto. F. Bidder does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the determination of this Bid for performance of the Work at the prices) bid and within the times and it accordance with the other terms and conditions of the Bidding Documents. G. Bidder is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Bidding Documents. H. Bidder has correlated the information known to Bidder, information and observations obtained from visits to the Site, reports and drawings identified in the Bidding Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Bidding Documents. I. Bidder has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that Bidder has discovered in the Bidding Documents, and the written resolution thereof by ENGINEER is acceptable to Bidder. J. The Bidding Documents are generally sufficient to indicate and convey understanding of all terms and conditions for the performance of the Work for which this Bid is submitted- 4.01 ubmitted4.01 Bidder further represents that this Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; Bidder has not solicited or induced any individual or entity to refrain from bidding; and Bidder has not sought by collusion to obtain for itself any advantage over any other Bidder or over OWNER. GEORGETOWN FILTER10SUNCITYPS BID FORM TT EDITS.DOC 00300-2 10M=9 2048-72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps 5.01 Bidder will complete the Work in accordance with the Contract Documents for the following price(s): SCHEDULE OF PRICES CITY OF GEORGETOWN LAKE WATER TREATMENT PLANT FILTER 10 AND SUN CITY PUMP STATION IMPROVEMENTS BASE BID ITEM NO. 1: For design, installation, maintenance and removal of Trench Excavation Safety Systems as shown or as alternatively proposed and approved as required in all trenches deeper than five (5) feet. 100 L.F. @ $ 2.00 /L.F. $ 200.00 (FIGURES) Two Hundred Dollars (WRnTEx) BASE BID ITEM NO. 2: For installation, including backwash troughs, filter underdrains, filter media, piping, motor operated valves, flow meter, reinforced concrete structure and appurtenances, excavation, and backfill required; for the Filter 10, complete in place, as detailed and specified, including cleaning and disinfection, and all related necessary items. This item includes all related insurance, bonds, general and administrative costs and other miscellaneous costs, overhead and profit associated with this item. LUMP SUM $ 1,290,000.00 (FIGURES) One Million Two Hundred Ninety Thousands Dollars (1'i'RFTTEN) " BASE BID ITEM NO. 3: For installation of Sun City Pump No. 4, two pump cans (for Sun City Pump No. 4 and No. 5), piping and valves, electrical, including all appurtenances, excavation and backfill as detailed and specified, including testing, disinfection and all related necessary items.. This item includes all related insurance, bonds, general and administrative costs and other miscellaneous costs, overhead and profit associated with this item LUMP SUM $ 585.000.00 (FIGURES) Five Hundred Eighty Five Thousand Dollars (H'fUrTEN) TOTAL BASE BID (TOTAL OF ITEMS 1-3) $ 1,875200.00 (FIGURES) One Million Eight Hundred Seventv Five Thousand Two Hundred Dollars (WRITTEN) The above Prices shall include all labor, materials, bailing, shoring, removal, overhead, profit, msurance, etc., to cover the finished work of the several kinds called for. The Bidder understands that the Owner reserves the right to reject any or all bids and to waive any informalities in the bidding. GEORGETOWN FILTERIOSONCIT/PS BID FORM Tr EDITS.DOC 00300-3 10/812009 2048.72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps ADDITIVE AND DEDUCTIVE ALTERNATES After reviewing the Total Base Bid Amount, at the OWNER's discretion, OWNER may elect one or more of the following additive and deductive alternates in any order as determined by the OWNER to be in their best interest. Alternates will be accepted based on availability of funds and will be considered in the selection of the low bidder. ADDITIVE BID ITEM NO. 1— For installation of Sun City Pump No. 5, piping and valves, electrical, including all appurtenances, excavation and backfill as detailed and specified, including testing, disinfection and all related necessary items.. This item includes all related insurance, bonds, general and administrative costs and other miscellaneous costs, overhead and profit associated with this item. $ 158.000.00 (FIGURES) One Hundred Fifty Ei¢ht Thousand Dollars (WRrrrEN) 6.01 Bidder agrees that the Work will be substantially complete within 220 calendar days after the date of the written Notice -to -Proceed and to fiilly complete project and ready for final payment within 270 calendar days after the date of the written Notice -to -Proceed. 6.02 Bidder accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the Work within the times specified above, which shall be stated in the Agreement. 7.01 The following documents are attached to and made a condition of this Bid: A. Required Bid security in the form of not required for CMAR delivery: 7.02 BIDDER must answer the following questions using the following definitions: RESIDENT BIDDER - A bidder whose principal place of business is in Georgetown, Texas and includes a contractor whose ultimate parent company or majority owner has its principal place of business in Georgetown, Texas. NON RESIDENT BIDDER - A bidder whose principal place of business is not in Georgetown, Texas, but excludes a contractor whose ultimate parent company or majority owner has its principal place of business in Georgetown, Texas. a. Is the BIDDER that is making and submitting this Bid a "RESIDENT BIDDER"? ._R'1y4y'ii b. Is the BIDDER that is making and submitting this bid a "NONRESIDENT BIDDER"? Answer. BID FORM TT EDITS.DOC 00300-4 1afer2m 2048-72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps c. If the answer to Question A above is "yes", then in purchasing real property, personal property not affixed to real property, or services, if the OWNER receives one or more competitive sealed Bids from a RESIDENT BIDDER whose Bid is within five (5%) of the lowest bid price received by the OWNER who is a NONRESIDENT BIDDER, the OWNER may enter into a contract with: 1) the lowest bidder, or 2) the RESIDENT BIDDER, if the City Council determines, in writing, that the RESIDENT BIDDER offers the OWNER the best combination of contract price and additional economic development opportunities for the OWNER created by the contract award, including the employment of residents of the City of Georgetown and increased tax revenues to the City of Georgetown. d. Notwithstanding the foregoing, this section does not prohibit the OWNER from rejecting all bids. e. This section is authorized by Section 271.9051 of the Texas Local Government Code. 8.01 The terms used in this Bid with initial capital letters have the meanings indicated in the Instructions to Bidders, the General Conditions, and the Supplementary Conditions. SUBMITTED on . 20 GEORGETOWN FILTERIOSUNCITYPS BID FORM TTEDITS.DOC 00300-5 1018@009 2048-72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps A" A CORPORATION Corporate Name: CDM Constructors Inc. State Of Incorporation: Massachusetts Date of Incorporation: 6/16/1992 Type: General Business (GBNERAL Buswm, PROFEmioNAL SERvwF, LmITED Lwam, Em) Name: /?AMA T cE'e, LM Tatler- • S Y CORPORATE 0 _ Signat* of Corporate Secretary Business address: 3050 Post Oak Blvd Ste 100 Houston, TB 77056 Phone No.: 713-423-7300 FAX No.: 713-840-0173 e -Mail: BailevPT@cdm.com Ll AJOINT VENTURE Joint Venture Name: PRINIEY Vr®NAIMEoF JowrVENTURE PARTNER SIGN By. SEAL SIGNATURE OF JOINT VFNTuRE PARTNER - ATTACH EVIDENCE OFAurwomzAT10NTo SIGN Business address: Phone No.: FAX No.: e -Mail: GEORGETOWN FILTERIOSUNCGYPS BID FORM TT EDITS.DOC 00300-7 IDIEa" 2048-72607 City of Georgetown Lake Water Treatment Plant Filter 10 and Sun City Pumps Number and Address for receipt of official communications: Phone No.: FAX No.: e -Mail: Note: Each Joint Venture partner must sign. Each Sole Proprietor, Partnership wor Corporation that is a party to the Joint Venture should sign and complete the infomtation as indicated above. END OF SECTION GEORGETOWN FtLTER1GSUNCnYPS BID FORM TT EDfTS.DOC 00300-8 10/812009 Council Meeting Date: October 27, 2009 Item No. AGENDA ITEM COVER SHEET SUBJECT. Forwarded from the GUS Board: Discussion and possible action to execute an agreement between the City of Georgetown and Clear Wireless LLC for the lease of antenna and equipment space at the James Street elevated storage tank in the amount of $29,000.00. — Glenn Dishong, Water Services Director & Jim Briggs, ACM for Utility Operations ITEM SUMMARY: Representatives for Clear Wireless, LLC, (Clear Wireless) are proposing the installation of antenna arrays on the water tank catwalk railing and associated support equipment on the ground within the fenced area of the tank. Clear Wireless was required to perform a structural assessment and an interference study to ensure that the antennas could be supported by the tower railing and that the antennas would not interfere with the operation of the existing RF equipment. The studies indicate that the railings will support the antenna loading and the RF study is in progress. The terms of the agreement require a one time payment of $2,500 upon contract execution and an annual payment of $29,000 upon completion of construction and thereafter for an initial term of 5 years. Clear Wireless has the right to extend the contract for four (4) additional terms of five (5) years each with the lease price to be escalated by 15% for each succeeding term. The staff has contracted with a cellular site leasing consultant to review the terms of the lease. The consultant's evaluation is attached. GUS BOARD RECOMMENDATION: This item was unanimously recommended by the GUS Board for Council approval at the October 19, 2009, GUS Board meeting with the condition that the escalation clause be amended to 4% per year. STAFF RECOMMENDATION: Staff recommends approval of the contract between Clear Wireless, LLC and the City of Georgetown. FINANCIAL IMPACT: Increase in Annual Revenue to the Water Fund of $29,000.00 COMMENTS: None ATTACHMENTS: Proposed Agreement Lease Analysis Submitted By: Glenn W. Dishong, Water Services Director For Utility TX-AUS146 ELEVATED TANK LICENSE AGREEMENT WITH OPTION THIS ELEVATED TANK LICENSE AGREEMENT WITH OPTION ("License Agreement") is entered into this day of 2009 ("Effective Date") by and between City of Georgetown, Texas, a Texas home rule municipality ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee"). Option for Non -Exclusive License. (a) In consideration of the payment of Two Thousand - Five Hundred and No/100 Dollars ($2500.00) (the "Option Fee") by Licensee to City, City hereby grants to Licensee an option for a non-exclusive license to use a portion of the real property, which is described in the attached Exhibit A (the "Property"), including space on an existing elevated tank (the "Tank") located upon such real property, on the terms and conditions set forth herein (the "Option"). The Option shall be for an initial term of six (6) months, commencing on the Effective Date (as defined above) (the "Option Period"). (b) During the Option Period and any extension thereof, and during the term of this License Agreement, City agrees to cooperate with Licensee in obtaining, at Licensee's expense, all licenses and permits or authorizations required for Licensee's use of the Premises ( as defined below) from all applicable government and/or regulatory entities (including, without limitation, zoning and land use authorities, and the Federal Communication Commission ("FCC") (the "Governmental Approvals"), , and City agrees to cooperate with and to allow Licensee, at no cost to City, to obtain a title report, zoning approvals and variances, and land -use permits, and City expressly grants to Licensee a right of access to (— the Property to perform surveys, soils tests, and other engineering procedures or environmental investigations on the Property, necessary to determine that Licensee's use of the Premises as defined below will be compatible with Licensee's engineering specifications, system design, operations and Governmental Approvals. During the Option Period and any extension thereof, Licensee may exercise the Option by providing written notice to the City not less than fourteen days prior to commencing installation of the Communications Facilities (as defined below). (c) If Licensee exercises the Option, then, subject to the following terms and conditions, City hereby grants to Licensee a non-exclusive right and license (the "License") for the use of that portion of the Property and Tank sufficient for placement of Communications Facilities (as defined below), together with all necessary space for access and utilities, as generally described and depicted in the attached Exhibit B (collectively referred to hereinafter as the "Premises"). The Premises is located 1303 James Street, Georgetown, Texas 78626 and comprises approximately 200 square feet. Licensee's location on the Tank shall be at 105 feet above ground level. 2. Term. The initial term of the License shall be five (5) years commencing on the date of the exercise of the Option (the "Commencement Date"), and terminating at midnight on the last day of the initial term (the "Initial Term"). 3. Permitted Use, The Premises may be used by Licensee for the transmission and reception of radio communication signals and for the construction, installation, operation, maintenance, repair, removal or replacement of related facilities, and only those antennas, microwave dishes, global positioning system antennas, equipment shelters and/or cabinets and related activities as identified on V Exhibit C (the "Communications Facilities"). The installation by Licensee of any other equipment of whatever nature at the Premises or on the Tank must be pre -approved by City prior to such installation. 4. Fees and Charges. (a) Licensee shall pay City, an annual license fee in the amount of Twenty Nine Thousand and No/100 Dollars ($29,000.00) per year ("License Fee"). The License Fee shall be payable on the first day of the first month following the Commencement Date, and thereafter the License Fee will be payable annually on the anniversary of the Commencement Date to City at the address specified in Section 12 below. (b) Licensee shall reimburse the City for the costs incurred by the City for labor, services, equipment, and materials used for escorting, supporting, assisting, or coordinating Licensee's use of the Premises. Licensee shall pay all such amounts to the City within thirty days of receipt of an invoice from the City showing the costs incurred by the City. 5. Renewal. (a) Subject to a party's right to provide notice of non -renewal under Subsection 5(b) and provided that Licensee is not in default under this License, Licensee shall have the right to extend this License for up to four (4) additional five (5) year terms ("Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein, except that the License Fee shall be increased by fifteen percent (15%) of the License Fee paid over the preceding term. (b) This License shall automatically renew for each successive Renewal Term unless City or Licensee notifies the other, in writing, of such party's intention not to renew this License, at least sixty (60) days prior to the expiration of the Initial Term or any applicable Renewal Term. If L Licensee shall remain in possession of the Premises at the expiration of this License or any Renewal Term without a written agreement executed by City and Licensee, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions of this License. 6. Interference. (a) Licensee shall not use the Premises in any way which interferes with the use of the Property or the Tank by City, or lessees or licensees of the City, with rights in the Property and the Tank prior in time to Licensee's rights. In the event that Licensee causes electronic interference affecting the City or a prior authorized third party user or licensee, Licensee shall cooperate in good faith with the affected party to identify the cause of the interference. If interference is caused by the Communications Facilities, Licensee shall use its best commercially reasonable efforts to promptly eliminate the interference, including as necessary the replacement, relocation or modification of the Communications Facilities. If the interference attributable to the Communications Facilities cannot be eliminated within thirty (30) days' written notice from City, then either City or Licensee may terminate this License by written notice to the other party without incurring any liability to the other party by reason of such termination. (b) If, subsequent to establishment of non -interfering operation of the Communications Facilities, Licensee experiences interference (either physical or electronic) caused by the facilities of a subsequent third party user or licensee or by the modifications of equipment or operations of a prior third party user or licensee, City agrees to exercise such contractual rights as it may have with such third party user or licensee concerning elimination of interference; provided, however, that City shall never be obligated hereunder to file suit against such third party 2 user or licensee. If the third party interference cannot be eliminated within a reasonable time, Licensee may terminate this License by written notice to City without incurring liability to City by reason of such termination. (c) The City may use, change, operate, and maintain the Property and the Tank as it sees fit to provide safe and reliable services to its residents and customers, and shall not be liable to Licensee for any interference with the maintenance or the operation of Licensee's Communication Facilities resulting from the City's use, operation, and maintenance of the Property and the Tank. If the City's use of the Property and the Tank have a material adverse affect on the operation or use of the Communication Facilities, Licensee shall have the right to terminate this License Agreement without incurring any liability to the City as a result of such termination. Such termination shall be effected by written notice to the City. 7. Improvements: Utilities: Access• Tank Maintenance. (a) Licensee shall have the right, at its expense, to install, erect and maintain on the Premises improvements, personal property and facilities necessary to operate its communications system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, global positioning system antennas, equipment shelters and/or cabinets and related cables, conduits and utility lines (collectively the "Communications Facilities"). The Communications Facilities shall initially be configured as set forth in the attached Exhibit C. Licensee shall have the right to replace or upgrade the Communications Facilities at any time during the term of this License. Licensee shall cause all construction to occur lien -free and in compliance with all applicable laws and ordinances. The Communications Facilities shall remain the exclusive property of Licensee. Licensee shall have the right to remove the Communications Facilities at any time during and upon termination of this License. The installation by Licensee of any other equipment of whatever nature at the Premises or on the Tank must be pre -approved by City prior to such installation. All installations shall be subject to noise restrictions as imposed by City from time to time. (b) The final plans and precise location of the Communications Facilities (the "Final Plans") shall be subject to approval by City, which shall not be unreasonably withheld, conditioned or delayed. City's approval will be deemed to have been given when City signs and returns a copy of the Final Plans to Licensee. City shall endeavor to review the Final Plans and to provide comments or approval within ten (10) business days after the Final Plans are delivered to City. (c) Licensee, at its expense, may use any and all reasonable means of restricting access to the portions of the Communications Facilities located at ground level, including, without limitation, the construction of a fence; however, such restriction cannot impede City's access to the Tank, City's related equipment at the Property or any authorized third party's access to the Tank and Property. (d) Licensee shall, at Licensee's expense, keep and maintain the Communications Facilities now or hereafter located on the Property or Tank in commercially reasonable condition and repair during the term of this License, normal wear and tear and casualty excepted. Upon termination or expiration of this License, the Premises shall be returned to City in good, usable condition, normal wear and tear and casualty excepted. (e) Licensee shall have the right to install utilities, at Licensee's expense, and to improve the present utilities on the Property (including, but not limited to, the installation of emergency power generators) reasonably necessary to provide service to the Communications Facilities. City agrees 3 to use reasonable efforts to assist Licensee to acquire such utility service. Licensee shall, wherever practicable, install separate meters for utilities used on the Property. In the event separate meters are not installed, Licensee shall pay the periodic charges for all utilities attributable to Licensee's use. City shall diligently correct any variation, interruption or failure of utility service. (I) The License granted herein includes the rights for ingress, egress, utilities and access (including access for the purposes described in Section 1) to the Premises adequate to install and maintain utilities, which include, but are not limited to, the installation of power and telephone service cable, and to service the Premises and the Communications Facilities at all times during the Initial Term of this License or any Renewal Term. (g) Licensee shall have 24 -hours -a -day, 7 -days -a -week access to the Premises at all times during the Initial Term of this License Agreement and any Renewal Term. Licensee acknowledges that the Property is located within a residential area of the City. Licensee shall use reasonable efforts to conduct all construction, maintenance, and repair activities during the hours of 7:00 a.m. — 7:00 p.m., C.S.T., Monday through Saturday, except in the event of emergency or outage repairs, which may be conducted at other times as required to restore or maintain service. (h) The costs of maintaining the Tank shall be borne by City with the exception of Licensee's Communications Facilities and except for damage to the Tank caused by Licensee or Licensee's agents, employees, contractors or subcontractors, which shall be borne by Licensee. Licensee shall repair at Licensee's cost any such damage, within forty-eight (48) hours, and to the extent that such damage cannot be repaired within forty-eight (48) hours, Licensee shall make all efforts to begin such repair and finish that repair in a timely manner. (i) Licensee's activities and operations and Communications Facilities shall not L interfere with City's maintenance and repair of the Tank and its lighting system. 0) Periodically, City will require maintenance to the Tank, including re -painting of the Tank. At such times, City shall work with Licensee to minimize the impact to Licensee. During such period of time, Licensee shall have the right to place or operate a temporary cellular site on wheels (commonly referred to as a "COW") on the Property in a location reasonably acceptable to City. (k) Licensee, its employees, subcontractors, and agents shall comply with all applicable federal and state laws, the charter and ordinances of the City of Georgetown, Texas, and all applicable rules and regulations promulgated by all local, state, and national boards, bureaus, and agencies. Licensee shall further obtain and maintain all permits and licenses required, if any, for the performance of any activities authorized under this License Agreement. 8. Termination. Except as otherwise provided herein, this License may be terminated, without any penalty or further liability on the terminating party as follows: (a) upon thirty (30) days written notice by City if Licensee fails to cure a default for payment of amounts due under this License within that thirty (30) day period; (b) upon thirty (30) days written notice by either party if the other party commits a non -monetary default and fails to cure or commence a cure of such default within that thirty (30) -day period and diligently pursues such cure, or such longer period as may be reasonably required to diligently complete a cure commenced within that thirty(30)-day period; 4 (c) immediately if Licensee notifies City of unacceptable results of any title report, environmental or soil tests prior to Licensee's installation of the Communications Facilities on the Premises, or if Licensee is unable to obtain, maintain, or otherwise forfeits or cancels any license (including, without limitation, an FCC license), permit or Governmental Approval necessary to the installation and/or operation of the Communications Facilities or Licensee's business; (d) upon thirty (30) days written notice by Licensee if it determines that the Premises are not appropriate or suitable for its operations for economic, environmental or technological reasons; (e) immediately upon written notice by Licensee if it is unable to occupy and utilize the Premises due to a ruling or directive of the FCC or other governmental or regulatory agency, including, without limitation, a take back of channels or change in frequencies; (f) immediately upon written notice by Licensee if the Premises or the Communications Facilities are destroyed or damaged so as in Licensee's reasonable judgment to substantially and adversely affect the effective use of the Communications Facilities. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and, as Licensee's sole remedy, Licensee shall be entitled to a prorated refund of any License Fees prepaid by Licensee. If Licensee elects to continue this License, then all License Fees shall abate until the Premises and/or Communications Facilities are restored to the condition existing immediately prior to such damage or destruction; (g) at the time title to the Property or Tank transfers to a condemning authority, pursuant to a taking of all or a portion of the Tank sufficient in Licensee's determination to render the Premises unsuitable for Licensee's use. City and Licensee shall each be entitled to pursue their own 'L separate awards with respect to such taking. Sale of all or part of the Property or the Tank to a purchaser with the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation; or (h) by the City upon one hundred twenty (120) days written notice to Licensee if the City reasonably determines that this License Agreement would adversely affect the tax-exempt status of its utility system bonds. In the event of a termination under this subsection, as Licensee's sole remedy, the City agrees to refund a prorated portion of the current year's License Fee and to reimburse Licensee its reasonable and actual costs incurred to remove its facilities from the Premises. 9. Taxes. Licensee shall pay any personal property taxes assessed on, or any portion of such taxes directly attributable to, the Communications Facilities. Licensee acknowledges that the City is exempt from payment of taxes. In addition to the Licensee Fee, Licensee shall pay City, if and when due, any sales, use, real estate, personal property or other taxes or assessments which are assessed or due by reason of this License or Licensee's use of the Premises hereunder. If taxation of the Premises is the result of Licensee's use and the use of other licensees, then Licensee shall pay its pro -rata share of such taxes. 10. Insurance and Subrogation. (a) During the term of this License, Licensee shall at all times carry insurance with companies duly licensed to provide insurance in the State of Texas to protect Licensee and the City against any and all losses, injuries, damages, claims, demands, actions, judgments, costs, 5 expenses, or liabilities of every kind which may arise, directly or indirectly, from or by reason of Licensee's activities on the Property or the Premises. At a minimum, Licensee shall carry and maintain the following insurance coverages and shall furnish the City certificates of insurance as evidence thereof: (i) Commercial General Liability Insurance of One Million and No/100 Dollars ($1,000,000.00) per occurrence and in an aggregate amount not less than One Million and No/100 Dollars ($1,000,000.00). Licensee may satisfy this requirement by obtaining the appropriate endorsement to any master policy of liability insurance Licensee may maintain. (ii) Worker's Compensation coverage with statutory benefits as set forth in the Texas Worker's Compensation Act and Employer's Liability coverage of not less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) bodily injury per accident, Five Hundred Thousand and No/100 Dollars ($500,000.00) bodily injury per disease and Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per disease per employee; (iii) Business Automobile Liability Insurance for all owned, non -owned and hired vehicles with a minimum combined single limit of One Million and No/100 Dollars ($1,000,000.00); and (iv) Property Damage Liability Insurance of One Million and No/100 Dollars ($1,000,000.00) per occurrence and in an aggregate amount not less than One Million and No/100 Dollars ($1,000,000.00) (b) The Commercial General Liability Insurance policies shall name the City as an additional insured. Each policy shall contain an endorsement obligating the insurer to notify the City at least thirty days before any non -renewal, cancellation or material change in coverage. The "other insurance" clause shall not apply to the City; it being the intention of the parties that the above policies covering Licensee and the City shall be considered primary coverage. Each policy shall contain a waiver of all rights of recovery or subrogation against the City, its officers, agents, employees, and elected officials. (c) If any contractor performs any work or services for Licensee under this License, such contractor shall be required to carry insurance to the same extent as provided above as a condition of being granted access to the Property or the Premises. 11. Hold Harmless and Limitation of Liabiliri. (a) Licensee hereby agrees to indemnify, defend and hold City and its agents, contractors, employees, officers, and directors, harmless from and against any and all claims, damages, losses and expenses, including but not limited to attorneys' fees and disbursements, arising out of or resulting from any claim, action or other proceeding (including without limitation any proceeding by any of Licensee's employees, agents or contractors) that is based upon (a) Licensee's breach of this License, (b) the conduct or actions of Licensee within or outside the scope of this License, or (c) any negligent act or omission or willful misconduct of Licensee; REGARDLESS IF THE CLAIM OR DAMAGES ARE CAUSED BY THE STRICT LIABILITY OR CONCURRENT NEGLIGENCE (BUT NOT THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT) OF CITY OR ITS AGENTS, CONTRACTORS, EMPLOYEES, OFFICERS, AND DIRECTORS. 9 (b) THE CITY SHALL NOT BE RESPONSIBLE FOR LOSS OR DAMAGE TO LICENSEE'S COMMUNICATIONS FACILITY OR OTHER PROPERTY OWNED BY LICENSEE UNLESS CAUSED BY THE CITY'S WILLFUL MISCONDUCT LICENSEE AGREES TO RELEASE, DEFEND, AND INDEMNIFY THE CITY. ITS DIRECTORS OFFICERS EMPLOYEES AND AGENTS WITH RESPECT TO CLAIMS OR CAUSES OF ACTION FOR LOSS OR DAMAGE TO LICENSEE'S COMMUNICATIONS FACILITY OR OTHER PROPERTY OWNED BY LICENSEE UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY THE CITY'S WILLFUL MISCONDUCT. THE FOREGOING RELEASE AND INDEMNITY OBLIGATIONS OF LICENSEE SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY OF AN INDEMNIFIED PARTY OR RELEASED PARTY. (c) NO PARTY AND NO OFFICER OR EMPLOYEE OF A PARTY SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY SPECIAL INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, COST OF CAPITAL, OR CLAIMS OF CUSTOMERS, REGARDLESS IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR STRICT LIABILITY OF SUCH PARTY OR SUCH OFFICER OR EMPLOYEE OF SUCH PARTY. 12. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by for next -business -day delivery by a nationally recognized overnight carrier to the following addresses: If to Licensee to: With a copy to: If to City, to: Clear Wireless LLC Clear Wireless LLC Attn: Site Leasing Attention: Legal Department City of Georgetown 4400 Carillon Point 4400 Carillon Point AT IN: City Manager Kirkland, WA 98033 Kirkland, WA 98033 P.O. Box 409 Telephone: 425-216-7600 Telephone: 425-216-7600 Georgetown, Texas 78627 Fax: 425-216-7900 Fax: 425-216-7900 Email: siteleasing@clearwire.com 13. Title and Authority. City covenants and warrants to Licensee that (i) City has full right, power and authority to execute this License; (ii) it has good and unencumbered title to the Property and the Tank free and clear of any liens or mortgages; and (iii) execution and performance of this License will not violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement binding on the City. 14. Environmental Laws. Licensee shall not introduce or use any Hazardous Substance on the Property in violation of any applicable law. Licensee shall not generate, store, discharge, or dispose of any Hazardous Substance on, under, about, or within the Property or the Premises. In the event Licensee releases, spills, or discharges a Hazardous Substance, Licensee, at Licensee's sole cost, shall promptly remediate all affected areas including, without limitation, the Property and the Premises, to background levels in full and complete compliance with all applicable laws, rules, ordinances and regulations. As used herein, Hazardous Substance shall mean any substance, product, waste or other material of any nature that is or becomes listed or regulated under any Federal, State or local law, rule, regulation or ordinance concerning hazardous, toxic or dangerous substances, wastes or materials including, but not limited to the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), (42 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act ("RCRA"), (42 U.S.C. '6901 et seq.), the Hazardous Substances Act ("HSA"), (15 U.S.C. §1261 et seq.), the Toxic Substances Control Act ("TSCA"), (15 U.S.C. §2601 et seq.), the Hazardous Substances Act, (Texas Health and Safety Code §501.001 et seq.),and the Water Quality Control Act, (Texas Water Code §26.001 et seq.). LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FROM ALL CLAIMS, DEMANDS, FINES, SUITS, ACTIONS, JUDGMENTS AND LIABILITY (INCLUDING BOTH CIVIL AND CRIMINAL) AND ALL COSTS OF LITIGATION, ATTORNEY'S FEES AND COURT COSTS, TO THE FULL EXTENT ARISING OUT OF OR CONCERNING THE USE, GENERATION, STORAGE, DISPOSAL, DISCHARGE, OR CLEAN-UP OF HAZARDOUS SUBSTANCES BY LICENSEE ON THE PREMISES; provided however Licensee's obligation to defend, indemnify, and hold City harmless shall not apply to a Hazardous Substance that was existing on the Property prior to the Effective Date or a Hazardous Substance brought to the Property by the City or a third party, unless Licensee negligently releases, spills, or discharges such Hazardous Substances. The indemnification in this section specifically includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. This Section 14 shall survive the termination or expiration of this License. 15. Assignment and Sublicensing. (a) Licensee may assign this License in its entirety only upon the prior written approval of City, which approval will not be unreasonably withheld, conditioned or delayed; provided that Licensee may assign this License to a parent, affiliate, subsidiary or purchaser of all or substantially all of Licensee's assets upon prior written notice to Landlord. Upon obtaining the City's consent and provided that the assignee executes a written assumption of all of Licensee's obligations under this License in a form acceptable to the City, after such assignment, Licensee shall be relieved of all liabilities and obligations hereunder and City shall look solely to the assignee for performance under this License and all obligations hereunder. Licensee shall not partially assign this License, grant sublicenses to third parties, or share the Communications Facilities with third parties without the prior written consent of City, which consent City may withhold or condition, in City's sole discretion. (b) Additionally, Licensee may, upon notice to City, mortgage or grant a security interest in this License and the Communications Facilities, and may assign this License and the Communications Facilities to any mortgagees or holders of security interests, including their successors or assigns (collectively "Mortgagees"), provided such Mortgagees interests in this License are subject to all of the terns and provisions of this License. In such event, City shall execute such consent to financing as may reasonably be required by Mortgagees. City agrees to notify Licensee and Licensee's Mortgagees simultaneously of any default by Licensee and to give Mortgagees the same right to cure any default as Licensee or to remove any property of Licensee or Mortgagees located on the Premises, except that the cure period for any Mortgagees shall not be less than thirty (30) days after its receipt of the default notice, as provided in Section 8 of this License. All such notices to Mortgagees shall be sent to Mortgagees at the address specified by Licensee. Failure by City to give Mortgagees such notice shall not diminish City's rights against Licensee, but shall preserve all rights of Mortgagees to cure any default and to remove any property of Licensee or Mortgagees located on the Premises as provided in Section 17 of this License. (c) The City may assign this License in whole or in part without the consent of Licensee to a successor utility service provider acquiring (by merger, sale or otherwise) the Tank or the Property occupied by the Communication Facilities, where transfer is subject to Licensee's R3 rights hereunder. City shall give Licensee written notice of the transaction within ten days after closing. 16. Successors and Assietts. This License shall be binding upon and inure to the benefit of the parties, their respective successors, representatives, and assigns. 17. Waiver of City's Lien: Removal of Communications Facilities. City hereby waives any and all lien rights it may have, statutory or otherwise concerning the Communications Facilities or any portion thereof, which shall remain Licensee's personal property for the purposes of this License, whether or not the same is deemed real or personal property under applicable laws, and provided that Licensee repairs any damage to the Property or the Tank caused by the removal and restores the Property and the Tank to its original condition, ordinary wear and tear excluded, City gives Licensee and Mortgagees the right to remove all or any portion of the same from time to time, whether before or after a default under this License, in Licensee's and/or Mortgagee's sole discretion and without City's consent. If Licensee does not remove the Communications Facilities within sixty (60) days after the expiration or termination of this License, Licensee's Communications Facilities shall be conclusively deemed to be abandoned and shall become City's property and City may remove and/or dispose of such Communications Facilities as City sees fit, all at Licensee's cost and expense. 18. Security. During the term of this License Agreement, the City shall have the right to require Licensee to conduct a background check and verify identity on all of Licensee's employees or contractors that will have access to the Property and the Premises. The background check information shall be submitted to the City's representative within fifteen (15) working days of the first request by the City, and thereafter, prior to allowing access by any new employees or contractors. The City reserves the right to refuse access to the Property and the Premises by any employee or contractor of Licensee. 19. Miscellaneous. (a) The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. (b) Each party agrees to furnish to the other, within twenty (20) days after request, such truthful estoppel information about the License as the other may reasonably request. (c) This License Agreement constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this License Agreement must be in writing and executed by both parties. (d) Each party agrees to cooperate with the other in executing any documents (including a Memorandum of License Agreement in substantially the form attached as Exhibit D necessary to protect its rights or use of the Premises. The Memorandum of License Agreement may be recorded in place of this License Agreement by either party. Licensee may obtain title insurance on its interest in the Premises. (e) This License Agreement shall be construed in accordance with the laws of the state of Texas. The parties agree that this License Agreement is made and entered into by and between the parties in Williamson County, Texas. The parties further agree that in the event of litigation, the 9 terms of this contract will be enforceable only in a court of competent jurisdiction in Williamson County, Texas. (f) If any term of this License Agreement is found to be void or invalid, such finding shall not affect the remaining terms of this License Agreement, which shall continue in full force and effect. The parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable. Any questions of particular interpretation shall not be interpreted against the draftsman, but rather in accordance with the fair meaning thereof. (g) The persons who have executed this License Agreement represent and warrant that they are duly authorized to execute this License Agreement in their individual or representative capacity as indicated. (h) This License Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. (i) All Exhibits referred herein and any Addenda are incorporated herein for all purposes. The parties understand and acknowledge that Exhibit A (the legal description of the Property), Exhibit B (the Premises location within the Property, including the location of the Tank), and Exhibit C (Description of Communications Facilities), may be attached to this License Agreement and the Memorandum of License Agreement, in preliminary form. Accordingly, the parties agree that upon the prepare iono mal, more complete exhibits, Exhibits A, B or C, as the case may be, which may have been attached hereto in preliminary form, may be replaced by Licensee with such final, more complete exhibit(s). The terms of all Exhibits are incorporated herein for all purposes. 6) If Licensee is represented by any broker or any other leasing agent, Licensee is responsible for �.. all commission fees or other payments to such Broker, and agrees to indemnify and hold City harmless from all claims by such broker or anyone claiming through such broker. IN WITNESS WHEREOF, the undersigned have executed this License Agreement as of the Effective Date set forth above. CITY: City of Georgetown, Texas By: Printed Name: Its: Date: LICENSEE: Clear Wireless, LLC, a Nevada limited liability company By: Com_ Printed Name: JO!!A) rj, SjOQCy Its: VP �Me7zovg - l PGot(MEU� Date: 1-9-09 IL EXHIBIT A LEGAL DESCRIPTION OF CITY' To the Elevated Tank License with Option dated between City of Georgetown, Texas as City, and Clear W company, as Licensee. City: Georgetown State: Texas County: Williamson The Property of which the Premises are a part is legally described as follows: James Street Water Tank, Georgetown, TX Also known as Williamson County Tax ID # R-20-8700-0071 OUTLOT DIVISION B, BLOCK I I(PT), ACRES .48 L EXHIBIT B DESCRIPTION OF PREMISES To the Elevated Tank License with Option dated between City of Georgetown, Texas as City, and Clear Wireless, LLC, a Nevada limited company, as Licensee. The location of the Premises within the Property, including the location of the Tank, together with a non- exclusive license to acces the site and install utilities, more clearly depicted below. fid-► Access directly to James Street, with adjacent parking next to compound. i F]IIGilb CWW � Wk f01-[ mva Un w M tIW COLiP10 C IQLV [Nt Warm 10 SPC dim A VFD /lI1GM OA 2,/2- 6 ,/2'6 r -o• City Licensee IVA M m (3) 4 fl RSAn T- VM aP ucvnfl W/ (J] PM lMpi • fYP MEN5 (f PM S[L•fCP. ) rT4) rtus v7 uc4a�urc c�sns e ecs-o• wro ccurzw EXFIIBIT C DESCRIPTION OF COMMUNICATIONS FACILITIES To the Elevated Tank License with Option dated between City of Georgetown, Texas as City, and Clear Wireless, LLC, a Nevada limited li. company, as Licensee. Site Plan and Equipment Approximately forty-nine (49) square feet of ground space of that Property described in Exhibit space on the Tank including, but not limited to the following: • 10 antennas including a minimum of three panel antennas (TX/RX), three TMAs and three microwave dishes • One power panel • One telco boxei ILI •air rrr K More clearly depicted in the site sketch attached and on the preceding "Exhibit B" Ww 13 EXHIBIT D MEMORANDUM OF LICENSE AND OPTION To the Elevated Tank License with Option dated , 200_, between City of Georgetown, Texas as City, and Clear Wireless, LLC, a Nevada limited liability company, as Licensee. 14 AFTER RECORDING LICENSE, RETURN TO: Clear Wireless LLC Attn: Site Leasing 4400 Carillon Point Kirkland, WA 98033 Telephone: 425-216-7600 Memorandum of License Agreement and Option Between City of Georgetown, Texas ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee") A Site License with Option ("License") by and between City of Georgetown, Texas ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee") was made regarding a portion of the following property: See Attached Exhibit "A" incorporated herein for all purposes. The Option is for a term of six (6) months after date of License. The License is for a term of five (5) years and will commence on the date as set forth in the License (the "Commencement Date") and shall terminate at midnight on the last day of the month in which the fifth (5th) anniversary of the Commencement Date shall have occurred. Licensee shall have the right to extend this License for four (4) additional five (5) year terms. IN WITNESS WHEREOF, the parties hereto have executed this memorandum effective as of the date of the last patty to sign. CITY: City of Georgetown, Texas By: Printed Name: Its: Date: LICENSEE: Clear Wireless, LLC, a limited liability company By: Printed Name: Its: Date: 15 STATE OF TEXAS ) ) ss. COUNTY OF WILLIAMSON ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as of the City of Georgetown, Texas, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Notary Public Print Name My commission expires STATE OF ss. COUNTY OF I certify that I know or have satisfactory evidence that s the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: (Use this space for notary Mary Public int Name y commission expires 16 6 EXHIBIT A Legal Description The Property is legally described as follows: James Street Water Tank, Georgetown, TX Also known as Williamson County Tax ID # R-20-8700-0071 OUTLOT DIVISION B, BLOCK 1 I(PT), ACRES .48 17 AFTER RECORDING LICENSE, RETURN TO: Clear Wireless, LLC Attn: Site Leasing 4400 Carillon Point Kirkland, WA 98033 Telephone: 425-216-7600 Memorandum of License Agreement and Option Between City of Georgetown, Texas ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee") A Site License with Option ("License") by and between City of Georgetown, Texas ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee") was made regarding a portion of the following property: See Attached Exhibit "A" incorporated herein for all purposes. The Option is for a term of six (6) months after date of License. The License is for a term of five (5) years and will commence on the date as set forth in the License (the "Commencement Date") and shall terminate at midnight on the last day of the month in which the fifth (5th) anniversary of the Commencement Date shall have occurred. Licensee shall have the right to extend this License for four (4) additional five (5) year terms. IL IN WITNESS WHEREOF, the parties hereto have executed this memorandum effective as of the date of the last party to sign. CITY: City of Georgetown, Texas By: Printed Name: Its: Date: LICENSEE: Clear Wireless, LLC, a limited liability company By: Printed Name: Its: Date: STATE OF TEXAS ) ) ss. COUNTY OF WILLIAMSON ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as of the City of Georgetown, Texas, to be the free and voluntary act of such parry for the uses and purposes mentioned in the instrument. Notary Public Print Name My commission expires STATE OF ) ss. COUNTY OF I certify that I know or have satisfactory evidence that s the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Mary Public int Name y commission expires (Use this space for notary EXHIBIT A Legal Description The Property is legally described as follows: James Street Water Tank, Georgetown, TX Also known as Williamson County Tax ID # R-20-8700-0071 OUTLOT DIVISION B, BLOCK I I(PT), ACRES .48 I� MEMORANDUM OF LICENSE AND OPTION To the Elevated Tank License with Option dated 2009, between City of Georgetown, Texas as City, and Clear Wireless, LLC, a Nevada limited liability company, as Licensee. AFTER RECORDING LICENSE, RETURN TO: Clear Wireless LLC Atm: Site Leasing 4400 Carillon Point Kirkland, WA 98033 Telephone: 425-216-7600 Memorandum of License Agreement and Option Between City of Georgetown, Texas ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee") A Site License with Option ("License") by and between City of Georgetown, Texas ("City") and Clear Wireless, LLC, a Nevada limited liability company ("Licensee") was made regarding a portion of the following property: See Attached Exhibit "A" incorporated herein for all purposes. The Option is for a term of six (6) months after date of License. The License is for a term of five (5) years and will commence on the date as set forth in the License (the "Commencement Date") and shall terminate at midnight on the last day of the month in which the fifth (5th) anniversary of the Commencement Date shall have occurred. Licensee shall have the right to extend this License for four (4) additional five (5) year terms. IN WITNESS WHEREOF, the parties hereto have executed this memorandum effective as of the date of the last party to sign. CITY: City of Georgetown, Texas By: Printed Name: Its: Date: LICENSEE: Clear Wireless, LLC, a limited liability company By: 15i,— Printed Name: John A SlQnCh Its: VP, Network Deolovment Date: STATE OF TEXAS ) ss. COUNTY OF WH LIAMSON I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as of the City of Georgetown, Texas, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Notary Public Print Name My commission expires (Use this space for notary stamp/seal) L STATE OF COUNTY OF jUk ) ss. I certify that 1 know or have satisfactory evidence that �l�' s the person who appeared before me, and said person acknowledged that he Signe Is Instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated:—� \\\\\\1111fit i ''0 A'9i Z o ?OTA'? i N 44SU 2 2i 9 °' 0-31-13 tib= //1�OP\WASIk%'I (Use this space for notary stamnkeal) Not u lic Print Name Joni HBISs My commission expires L) CIP—) EXHIBIT A Legal Description The Property is legally described as follows: James Street Water Tank, Georgetown, TX Also known as Williamson County Tax H) # R-20-8700-0071 OUTLOT DIVISION B, BLOCK I I(PT), ACRES .48 'If 11 16001 Waterleaf Lane • Fort Myers, FL 33908 iTUL In T41 410. IK Glenn Dishong Georgetown Utility Systems 113 E. 8th Street Georgetown, TX 78626 October 9, 2009 Dear Mr. Dishong: Office: 877-428-6937 • Fax: 866-335-4053 Steel in the Air, Inc. is pleased to provide the following assessment of the proposal from Clearwire to install equipment on the James Street Water Tank. We have evaluated the following criteria in coming to the conclusion that the lease proposal is fair. RF Objectives: Clearwire, a company providing WiMax services rather than traditional PCS cellular services appears to be targeting the heavy residential areas surrounding the water tank along with Southeastern University. Clearwire is likely targeting a radius of 1.5-2 miles from this location. Area Land Use: The area that I have described above and shown below consists of primary residential units and the University. Chapter 5 of the Georgetown Unified Development Code regulates the placement of towers. Communication towers above 40 feet may only be developed upon issuance of a Special Use Permit in C-3 zoned parcels nrovidpd there's a dpmnnstratinn that PAstina structures in the area cannot be used. In this case, the +� wire's wireless equipment and there is no C-3 prope :e their site. Thus, the water tower is Clearwire's on option. EW.gT Sew 1 b°rEM�T� 80Y lE DR T J { { A 1 g <. nx Ins, I "5\ E\CI" �Ar' Y 190,1M www.steelintheair.com ux IYR�[E �„ F Competing Existing Towers: As shown on the map below which shows towers in the SITA database, there are no towers within 1 mile of this location. Summation: The only real option to Clearwire's placement of equipment on this tower is the redesign of their radio frequency network. SITA does not believe this is an option for Clearwire based upon the highly residential nature of the area and the proximity of this site to Southeastern University. These areas are exactly what Clearwire wants to serve and would be difficult to cover from even multiple other sites. Thus, our assessment begins with what other clients are receiving in similar situations. We reviewed our database to determine the closest proximate leases for comparison. While we don't have any comparable data in Georgetown, we have approximately 20 comparable leases from previous clients in Austin. These leases range from $720/mo to $1803/mo with an average near $1200/mo. We recently assisted a client in Austin with a Clearwire agreement which was finalized at $1600/mo. None of these cases involved a municipal entity in a situation similar to the current one. The most applicable in our database is the City of Melissa, Texas which is currently receiving $2500/mo from AT&T for a water tower lease. Please note that historically Clearwire has paid less than the major wireless carriers. In this case, SITA sees no reason that they should. Compared to other Clearwire leases in the country, the proposed $2416/mo from Clearwire is the second highest lease we are familiar with, the first being $2500/mo. We suspect that they actually may pay more for very select locations, but are not privy to specific lease data. In this case, we find that the proposal from Clearwire of $2416/mo is appropriate for the location and represents fair market value. At $2416/mo, this places the subject lease in the top 1% of Clearwire leases in the country based upon our data. Regarding the escalation, the 15% is slightly lower than what we typically recommend at 3% annual. In this situation, the Gty might consider requesting a CPI based escalation provided that it believes that inflation will outpace 3% per year. Clearwire will not like CPI based escalation, but the City is in a good position in this situation to ask for it. We appreciate the opportunity to review this proposal for the City of Georgetown and Georgetown Utility Systems. Please don't hesitate to contact us with any questions. Sincerely, Ken Schmidt President Steel in the Air, Inc. AMENDMENT TO ELEVATED TANK LICENSE AGREEMENT WITH OPTION THIS AMENDMENT TO ELEVATED TANK LICENSE AGREEMENT WITH OPTION (the "Amendment") is entered into as of , 2009, by and between City of Georgetown, Texas, a Texas home rule municipality, ("City") and Clear Wireless LLC, a Nevada limited liability company ("Licensee"). WHEREAS, City and Licensee entered into that certain Elevated Tank License Agreement with Option dated 2009 (the "Lease") on the property described on "Exhibit A," attached hereto; and, WHEREAS, City and Licensee wish to amend the Lease as provided herein. NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100THS DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: I. City and Licensee agree that Subsection 4(a) of Section 4. Fees and Charges shall be struck in its entirety, and replaced with the following new Subsection 4(a): (a) Licensee shall pay City, an annual license fee in the amount of Twenty Nine Thousand and No/100 Dollars ($29,000.00) per year ("License Fee"). The License Fee shall be payable on the fust day of the fust month following the Commencement Date, and thereafter the License Fee will be payable annually on the anniversary of the Commencement Date to City at the address specified in Section 12 below. During the Initial Tenn and any Renewal Terms, the License Fee shall be increased annually, effective on the anniversary of the Commencement Date and on each such subsequent anniversary thereof, to an amount equal to one hundred and four percent (104%) of the License Fee in effect immediately prior to the adjustment date. 2. City and Licensee agree that Subsection 5(a) of Section 5. Renewal shall be struck in its entirety, and replaced with the following new Subsection 5(a): (a) Subject to a party's right to provide notice of non -renewal under Subsection 5(b) and provided that Licensee is not in default under this License, Licensee shall have the right to extend this License for up to four (4) additional five (5) year terms ("Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein, including that the License Fee shall be increased annually on each anniversary of the Commencement Date to an amount equal to one hundred and four percent (104%) of the License Fee in effect immediately prior to the adjustment date. 3. City and Licensee agree that Subsection 8(d) of Section 8. Termination shall be struck in its entirety, and replaced with the following new Subsection 8(d): (d) after the five-year Initial Term has ended, during any Renewal Term upon thirty (30) days written notice by Licensee, if Licensee determines that the Premises are not appropriate or suitable for its operations for economic, environmental or technological reasons; 4. Unless otherwise provided herein, all defined terms shall have the same meaning as ascribed to such terms in the Lease. In the event of any conflict or inconsistency between the terms of this Amendment and the Lease, the terms of this Amendment shall govern and control. 5. Except as otherwise provided for in this Amendment, the Lease shall remain in full force and effect in accordance with the original terms of the Lease. IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first written above. CITY: City of Georgetown By: Printed Name: Title: Date: LICENSEE: Clear Wireless LLC By: Printed Name: Title: Date: /Notary block for Citvl STATE OF TEXAS ) ) ss. COUNTY OF WILLIAMSON ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as of the City of Georgetown, Texas, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Notary Public Print Name My commission expires /Notary block for Licenseel STATE OF ) ss. COUNTY OF I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: N R N (Use this space for notary stamp/seal) otary Public int Name y commission expires EXHIBIT A LEGAL DESCRIPTION OF CITY'S PROPERTY To the Elevated Tank License with Option dated '2009, between City of Georgetown, Texas as City, and Clear Wireless, LLC, a Nevada limited liability company, as Licensee. City: Georgetown State: Texas County: Williamson The Property of which the Premises are a part is legally described as follows: James Street Water Tank, Georgetown, TX Also known as Williamson County Tax ID # R-20-870040071 OUTLOT DIVISION B, BLOCK I I(PT), ACRES AS Council Meeting Date: October 27, 2009 Item No. ut)— AGENDA ITEM COVER SHEET SUBJECT: Forwarded from the GUS Board: Consideration and possible action to amend the contract with the CH2M HILL OMI (OMI) for the management, operation, and maintenance of the City's water treatment plants for the period starting October 1, 2009 through September 30, 2010 with an operating budget of $1,513,514.00. - Glenn Dishong, Water Services Director, Jim Briggs, ACM for Utility Operations ITEM SUMMARY: The City's contract with OMI for the operation of the City's water plants is for a period of 5 years starting on October 1, 2008 and ending on September 30, 2013. The terms of the contract provide for an annual amendment to adjust the total fee based upon standard cost escalators, changes in production volume, and other factors. The annual cost of service is comprised of a Base Fee, a Volumetric Fee, a Repairs Budget, and additional items that are not expected to continue throughout the term of the contract. The total Fee is $1,513,514.00 based upon the following cost elements: Fee Element FY 08/09 Base Fee $723,295 Projected Volumetric Fee $433,485 Repairs Budget $250,000 Other non-recurring $82,174 FY 09110 Change $780,994 $57,699 $422,520 ($10,965) $250,000 $0 $60,000 ($22,174) The total change in fee from the prior year (increase of $24,560) represents an increase of 1.6% from the prior year. GUS BOARD RECOMMENDATION: This item was unanimously recommended by the GUS Board for Council approval at the October 19, 2009 GUS Board meeting. FINANCIAL IMPACT: Funds for this expenditure are available in the Water Plant Management Budget. Fund Cwt Budget 660-5-0529-51-304 Water Plant Operations $1,513,514.00 $1,650,000.00 The staff recommends approval of the amendment to water treatment plant operations contract with ONE and recommends an operating budget for FY09/10 of $1,513,514.00. ATTACHMENTS: OMI WT11 Contract Amendment One Submitted By: Glenn W. Dishong, Water Services Director AMENDMENT NO. ONE to AGREEMENT for MUNICIPAL WATER TREATMENT PLANT OPERATIONS, MAINTENANCE and MANAGEMENT SERVICES for the CITY OF GEORGETOWN, TEXAS THIS AMENDMENT NO. I to the Agreement for Operations, Maintenance and Management Services for the Water Treatment Facilities of the City of Georgetown, Texas, dated October 1, 2008, is made and entered into this day of , 2009, (the "Effective Date") between the City of Georgetown, Texas (hereinafter "City"), a Texas home rule municipality, and Operations Management International, Inc., (hereinafter "CR2M HILL OMI"), a California corporation. City and CH2M HILL OMI are collectively referred to herein as the "Parties." WHEREAS, City is the owner of a municipal water treatment system that presently consists of three water treatment plants and the associated appurtenances: and WHEREAS, City selected OMI to operate, manage, maintain, and repair City's municipal water treatment system; and WHEREAS, the Parties entered into the "Agreement for Municipal water Treatment Plant Operations, Maintenance, and Management Services for the City of Georgetown, Texas", effective October 1, 2008, (hereinafter "Original Agreement"); and WHEREAS, Section 11 of the Original Agreement provided that any amendments shall be effective only in made in writing and agreed to between the Parties. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows: 1. GENERAL: 1.1 This Agreement is an Amendment of the Original Agreement. Except as expressly modified herein, the terms of the Original Agreement shall remain in full force and effect. 1.2 The words and phrases contained in this Amendment No. 1 shall have the same meanings as set forth in the Original Agreement, unless a different definition is set forth herein. 2. Appendix D is hereby deleted in its entirety and replaced with the following: D.l APPENDIX D - COMPENSATION, PAYMENT AND FEE ADJUSTMENT FORMULA COMPENSATION D.l .1 City shall pay to CH2M HILL OMI as compensation for services performed under this Agreement a Fee of $1,513,514 for the second year of this Agreement. Subsequent years' fees shall be determined as hereinafter specified. The Fee is comprised of a Base Fee, a Volumetric Fee, a Repairs Budget, and Additional Items. COST AND PAYMENT SUMMARY CONTRACT YEAR OCT 1, 2009 — SEPT 30, 2010 Base Fee $780,994 Production Projection (MG) 5,250 Volumetric Rate $80.48 Projected Volumetric Fee $422,520 Repairs Budget $250,000 Belt Press Lease $60,000 Total Annual Fee FY 09-10 $1,513,514 Monthly Payment (Second Contract Year) $126,126.16 D.1.2 The services provided under this Agreement are based on reasonably expected overtime for peak production periods and normal breakdowns requiring services after normal daytime hours. Any additional Costs including straight or overtime wages leading to a declaration of an Unforeseen Circumstances in accordance with Appendix B will be paid by the City under the terms of an amendment to this Agreement of an Out of Scope Agreement as a result of a Change in Scope. D.1.3 The Volumetric Rate of $80.48 per million gallons treated covers all chemicals and sludge disposal. CH2M HILL OMI and City agree to the following target dosage benchmarks when applying chemicals to plant treatment processes. Upon completion of the contract year, if the volumetric rate is higher than $80.48 in part due to dosages beyond the benchmarks, CH2M HILL OMI will be responsible for 50% of the increase in the volumetric rate due to chemical doses above the target dosage, with such share of the increase not being passed on to the City. However, if the Volumetric Rate is less than $80.48 per million gallons in part due to dosages less than the benchmarks due to careful treatment practices, City will receive a credit for 50% of the decrease in the volumetric rate due to chemical doses below the target dosage. D.1.4 The Volumetric Fee shall be negotiated each year, three (3) months prior to anniversary of the effective date hereof by using actual chemical cost at the time and adjusting target chemical dosages; should City and CH2M HILL OMI fail to agree, the Volumetric Rate will be determined by the prior year's actual Chemicals Cost plus application of the Consumer Price Index (CPI) component of the Fee Adjustment Formula shown in Appendix D.3. Note: Due to the cost range in cost per MG of production between the three plants; production will also be a true up at year end along with mg/I of chemical usage. This true up will be accomplished by production on a month to month basis over the CY with 65% of production estimated from the Lake Plant 25% of production estimated to be from the Park Plant and 10 % of the production estimated to be from the South Side Plant. D.2 BASE FEE ADJUSTMENT FORMULA BF = BFo[1+(.25(C-Co)/Co)+(.75E)l Where: BFo = Base Fee specified in Section D.1.1 BF = Adjusted Base Fee (for the following contract year) Co = Consumer Price Index ("CPI") for All Urban Consumers (Houston, Texas, ) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month fifteen (15) months prior to the beginning of the period for which an adjusted base fee is being calculated C = CPI for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month four (4) months prior to the beginning of the period for which an adjusted base fee is being calculated. Chemical Dosage Benchmarks for 2009/2010 Alum m; '.°Lake 65% 27 SS W% " 3 0 Note Polymer 1.2 .5 0 Fluoride 0.8 1.0 0 Ammonia 1.2 1.4 0 Park Plant will go to LAS this CY Chlorine 5.5 5 3.5 Pro ected Treatment Volumes for 20092010 "Total (mia) Lake 65% -Palk 2S% -1 SS'70% - Vs mprojecteduseofilytobeleveled' 5,250 3412.5 1 1312.5 1 525 Projected Costs for 20092010 Alum $144080 56157 $0 Polymer $27,328 $3448 $o Lake and Park use different polymers Fluoride $5,988 $2,879 $o Ammonia $28,724 $0 $0 PP will be on LAS this CY Chlorine $140878 $61,742 $13792 Projected Volumetric Fee $346,998 $61,742 $13,792 Volumetric Rate $101.68 $47.04 $26.27 Note: Due to the cost range in cost per MG of production between the three plants; production will also be a true up at year end along with mg/I of chemical usage. This true up will be accomplished by production on a month to month basis over the CY with 65% of production estimated from the Lake Plant 25% of production estimated to be from the Park Plant and 10 % of the production estimated to be from the South Side Plant. D.2 BASE FEE ADJUSTMENT FORMULA BF = BFo[1+(.25(C-Co)/Co)+(.75E)l Where: BFo = Base Fee specified in Section D.1.1 BF = Adjusted Base Fee (for the following contract year) Co = Consumer Price Index ("CPI") for All Urban Consumers (Houston, Texas, ) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month fifteen (15) months prior to the beginning of the period for which an adjusted base fee is being calculated C = CPI for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month four (4) months prior to the beginning of the period for which an adjusted base fee is being calculated. E = Average Employment Cost Index (ECI) for Total Compensation for Civilian Workers, Not Seasonally Adjusted as published by U. S. Department of Labor, Bureau of Labor Statistics in the Detailed Report Series ID: CIU 1010000000000A for the quarter prior to the quarter that is four (4) months prior to the beginning of the period for which an adjusted base fee is being calculated. D.3 VOLUMETRIC RATE ADJUSTMENT FORMULA: VR = VRo[]+((C-Co)/Co)] Where: VRo = Volumetric Rate specified in Section D.1.1 VR = Adjusted Volumetric Fee (for the following contract year) Co = Consumer Price Index ("CPI') for All Urban Consumers (Houston, Texas, ) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month fifteen (15) months prior to the beginning of the period for which an adjusted base fee is being calculated C = CPI for All Urban Consumers (Houston, Texas) as published by U.S. Department of Labor, Bureau of Labor Statistics in the CPI Detailed Report for the month four (4) months prior to the beginning of the period for which an adjusted base fee is being calculated. 0 APPENDIX E - MAJOR REPAIRS PLAN FOR FISCAL YEAR 09-10 1. Replace canisters at South Side Plant $135,000 2. Replace filter media at Park Plant $50,000 3. Miscellaneous general repairs $65,000 Both parties indicate their approval of this Amendment No. 1 to the Original Agreement by the signatures of their duly authorized representatives below. Authorized signature: OPERATIONS MANAGEMENT INTERNATIONAL, INC. Authorized signature: CITY OF GEORGETOWN, TEXAS Name: Natalie L. Eldkkge Name: George Garver O)JVTitle: Vice President and Title: Mayor Business Manager Date: LOW" Attest: City of Georgetown, Texas Name: Jessica Hamilton Title: City Secretary STATE OF TEXAS COUNTY OF WILLIAMSON Date: Name: Patricia E. Carls, Brown & Carls, LLP Title: City Attorney § ACKNOWLEDGEMENT This instrument was acknowledged before me on this the _ day of , 2009, by George Garver, a person known to me in his capacity as Mayor of the City of Georgetown, on behalf of the City of Georgetown. Notary Public in and for the State of Texas Fi 6.104VZO a[K.]R•]:7_�1zC § ACKNOWLEDGEMENT COUNTY OF . n �,n Iq �i § This instrument was cknowledged before me on this the 8 qday of 0(,4 I &.4� , 2009, by Nct�al;e.L.001,e_�V a person known to me in his capacity as V ice fjLe-S (j, ),,,-,,Jess Matiaa� Operations Management International, Inc. Not Public in ano th tate of Colorado c-): NOTARY ' �o m' PUBLIC �� •. 0 Council Meeting Date: October 27, 2009 Item No. �C AGENDA ITEM COVER SHEET SUBJECT: FIRST READING OF AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ("CITY") TO SUSPEND ENFORCEMENT OF SUBSECTION B OF SECTION 10.16.030, AND SECTION 10.16.082. OF THE CODE OF ORDINANCES FOR FOUR MONTHS ON ALL STREETS WITHIN THE DOWNTOWN OVERLAY CURRENTLY SIGNED AND MARKED FOR TWO-HOUR PARKING; MAKING SUCH OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. ITEM SUMMARY: Georgetown City Council discussed the Downtown Parking Zone at the October 131h meeting. Several Merchants signed up to speak for and against the existing 2 -hour parking limit and visitor parking passes. It was mentioned that several of the County Court House offices that previously required much of the parking on the square have moved to different locations. Council voted 5-2 in favor of suspending enforcement for 4 months through the shopping season to see how the Downtown area will function without parking restrictions. During the 4 -month suspension of enforcement, City staff has been directed to monitor parking trends and conditions, to conduct a survey with all stakeholders to determine needs, and to determine needed modifications to the parking time limits, the current enforcement methods, and current penalty system within the ordinance. After the second reading of the proposed Ordinance, the signs within the Downtown Parking Zone will be removed and the markings will be covered for four months. Either elimination of the "Downtown Parking Zone' or changes to future parking restrictions, enforcement and penalty system will be determined using the information gathered during the four month suspension. SPECIAL CONSIDERATIONS: Staff will need a few days to remove signs and cover markings. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Unscheduled Street Maintenance Fund Actual Budget Available Budget Balance 5-0846-52-911 Unscheduled Street $1,500 180,000 180,000 Maintenance ATTACHMENTS: Proposed Ordinance. Submitted By: Mark Miller, Transportation Services Manager ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ("CITY") TO SUSPEND ENFORCEMENT OF SUBSECTION B OF SECTION 10.16.030, AND SECTION 10.16.082. OF THE CODE OF ORDINANCES FOR FOUR MONTHS ON ALL STREETS WITHIN THE DOWNTOWN OVERLAY CURRENTLY SIGNED AND MARKED FOR TWO-HOUR PARKING; MAKING SUCH OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, The Georgetown City Council deemed it necessary to establish a "Downtown Parking Zone" with a two-hour time limit in May of 2004, and WHEREAS, The Council also encouraged visitors to Georgetown by providing unrestricted parking passes to visitors, and WHEREAS, Williamson County has relocated several offices from the Court House that previously added to the traffic congestion and parking problem on the square; and WHEREAS, Local businesses and citizens have expressed displeasure of the current two- hour zone; and WHEREAS, Local businesses have questioned the need for the continuation of a two-hour "Downtown Parking Zone"; and WHEREAS, The Council now finds it necessary to suspend enforcement of the two-hour "Downtown Parking Zone" for four months beginning on November 15, 2009, and WHEREAS, Council has directed staff to conduct a "Parking Zone Needs Survey" of the downtown merchants, business owners and customers, as well as investigate the current parking trends of these stakeholders, and WHEREAS, The results of the investigation will be used to determine needed modifications to the parking time limits, the current enforcement methods, and current penalty system within the ordinance and determine other options. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: Section 1. The meeting at which this ordinance was approved was in all things conducted in strict compliance with the Texas Open Meetings act, Texas Government Code, Chapter 551. Section 2. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this ordinance complies with the Vision Statement of the City of Georgetown 2030 Comprehensive Plan. Section 3. Subsection B of Section 10.16.030, and Section 10.16.082 of the Code of Ordinances is herein suspended for four (4) months, from November 15, 2009 until March 15, 2010. Section 4. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective in accordance with the provisions of the Charter of the City of Georgetown. PASSED AND APPROVED ON FIRST READING on the day of October, 2009. PASSED AND APPROVED ON SECOND READING on the day of November, 2009. ATTEST: THE CITY OF GEORGETOWN: Jessica Hamilton, Assistant City Secretary APPROVED AS TO FORM: Mark Sokolow, City Attorney George G. Garver, Mayor Item # A Item # B Item # C Item # C Item # C Item # C Item # C Item # C Item # C Item # C Item # C Item # C Item # C Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # D Item # E Item # E Item # E Item # E Item # E Item # F Item # F Item # F Item # F Item # F Item # F Item # F Item # F Item # F Item # G Item # G Item # G Item # G Item # G Item # G Item # G Item # H Item # H Item # I Item # I Item # I Item # I Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # J Item # K Item # L Item # L Item # L Item # M Item # M Item # M Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # N Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # O Item # P Item # Q Item # Q Item # Q Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # R Item # S Item # S Item # T Item # T Item # T Item # T Item # T Item # T Item # U Item # U Item # U Item # U Item # U Item # U Item # U Item # U Item # U Item # U Item # U Item # U Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # V Item # W Item # W Item # W Item # W Item # W Item # W Item # W Item # W Item # W Item # X Item # X Item # X Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Y Item # Z Item # AA Item # BB Item # CC Agenda City of Georgetown, Texas October 27, 2009 SUBJECT: 1 ?--� Page 1 of Forwarded from the Georgetown Utility System (GUS) Board: Discussion and possible action to execute an agreement between the City of Georgetown and Clear Wireless LLC for the lease of antenna and equipment space at the James Street elevated storage tank in the amount of $29,000.00 -- Glenn Dishong, Water Services Director & Jim Briggs, ACM for Utility Operations ITEM SUMMARY: Representatives for Clear Wireless, LLC, (Clear Wireless) are proposing the installation of antenna arrays on the water tank catwalk railing and associated support equipment on the ground within the fenced area of the tank. Clear Wireless was required to perform a structural assessment and an interference study to ensure that the antennas could be supported by the tower railing and that the antennas would not interfere with the operation of the existing RF equipment. The studies indicate that the railings will support the antenna loading and the RF study is complete. The terms of the agreement require a one time payment of $2,500 upon contract execution and an annual payment of $29,000 upon completion of construction and thereafter for an initial term of 5 years. Clear Wireless has the right to extend the contract for four (4) additional terms of five (5) years each with the lease price to be escalated by 15% for each succeeding term. The staff contracted with a cellular site leasing consultant to review the terms of the lease. The consultant's evaluation is attached. As a result of the consultant's evaluation, Clear Wireless LLC has agreed to amend the agreement to change the escalation terms from 15% over a 5 year period to 4% per year. GUS BOARD RECOMMENDATION: This item was unanimously recommended by the GUS Board for Council approval at the October 19, 2009, GUS Board meeting with the condition that the escalation clause be amended to 4% per year. STAFF RECOMMENDATION: Staff recommends approval of the contract between Clear Wireless, LLC and the City of Georgetown. FINANCIAL IMPACT: Increase in Annual Revenue to the Water Fund of $29,000.00 SUBMITTED BY: Jana Kern ATTACHMENTS: Proposed Agreement Lease Analysis Lease Amendment http://agendas.georgetown.org/Bluesheet.aspx?ItemID=1347&MeetingID=l 06 10/27/2009