Loading...
2011-R-02 Mutual Regional Water Supply ContractRESOLUTION NO. 11-R-02 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A MUTUAL REGIONAL WATER SUPPLY CONTRACT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the City enter into a Mutual Regional Water Supply Contract (the "Contract") with the City of Seguin, the Schertz Seguin Local Government Corporation (the "SSLGC"), and the San Antonio Water System ("SAWS") relating to the sale of surplus SSLGC water and the construction of facilities and installation of equipment necessary for water treatment and transport; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Seguin, the SSLGC, and SAWS pursuant to the Contract attached hereto as Exhibit A. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Contract with Seguin, the SSLGC, and SAWS in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Governrent Code, as amended. so3srua.i Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 18`h day of January, 2011. ATTEST: r _, era ~~5~:, a~.~.~~ ~ rc~ m`S n f: ` City. Secretary. «,. ,_ (CITY SEAL) ,;~:. • ~, ~ - so3aiiia.i EXHIBIT A MUTUAL REGIONAL WATER SUPPLY CONTRACT 50381114.1 '~" 1 s ~- ~s'~~ L O C A L G O V E R N M E N T C O R P O R A T I O N February 28, 2011 Ivlr. Don Taylor City Manager City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Regarding: San Antonio Water System (SAWS) / Schertz/Seguin Local Govermnent Corporation (SSLGC) Mutual Regional Water Supply Contract Dear Don: The following documents are enclosed for your file: o Mutual Regional Water Supply Contract between SAWS and SSLGC o SSLGC Rate Study and Long-Term Financial Forecast - Economists.com If you have questions or need additional information, please contact me at (830) 401-2403 or via email at acockerell@seguintexas.gov. Sincerely, R. Alan C_ockerell General Manager Enclosures (2) /gh cc: File ~\ P.O. BOX 833 • 600 RIVER DRIVE WEST • SEGUIN, TEXAS 78156-0833 • 830-401-2409 • FAX 830-401-2481 MUTUAL REGIONAL WATER SUPPLY CONTRACT THIS MUTUAL REGIONAL WATER SUPPLY CONTRACT (this "Contract") is entered into by and among the Schertz/Seguin Local Government Corporation (the "Corporation"), anon-profit corporation of the State of Texas (the "State"), created and existing under the laws of the State, including the Texas Transportation Corporation Act, as amended, Texas Transportation Code Section 431.001 et. seq., the City of Schertz, Texas, a home-rule city ("Schertz"); the City of Seguin, Texas, ahome-rule city ("Seguin"); and the City of San Antonio, Texas, ahome-rule city, acting by and through its San Antonio Water System ("SAWS"). RECITALS WHEREAS, Seguin and Schertz (collectively, the "Cities") have approved the creation of the Corporation as their constituted authority and instrumentality to accomplish the specific public purpose of acquiring, constructing, improving, enlarging, extending, repairing, maintaining, and operating a water utility system, pursuant to the provisions of Chapter 552 of the Texas Local Government Code, as amended, and other applicable ]aw; and for the purposes set forth in the Corporation's Articles of Incorporation, including the issuance of bonds to fmatrce the costs of the water utility system; and WHEREAS, each of the Cities and the Corporation have entered into a contract entitled "Regional Water Supply Contract" dated November 15, 1999 (the "Corporation/City Contract") which unconditionally obligates each of the Cities to pay one-half of the debt service on the Corporation's bonds and other obligations and entitles each of the Cities to one-half of the water provided by the Corporation; and WHEREAS, in order to deliver the water to which the Cities are entitled under contracts with the Corporation and to other potential purchasers on a regional basis, the Corporation has constructed Facilities, lines, booster pumps, treatment facilities, and other appurtenances, acquired interests in property; and acquired regulatory approvals for the production and transport of groundwater (the "Corporation's Water System"); and WHEREAS, SAWS provides water service to its customers in Bexar County and sunounding areas through a water production, treatment, storage, and distribution system (the "SAWS Water System") inclose proximity to the Corporation's Water System; and WHEREAS, the Corporation has determined that the Corporation's Water System cunently has capacity to temporarily supply water in excess of the current needs of the Corporation's existing customers, including the Cities, and the City of Selma, the City of Universal City, the City of Converse (for a limited five-year term) and Springs Hills Water Supply Corporation (jointly referred to as the "Initial Customers") and that the Corporation's existing facilities can be increased to produce, treat, and deliver water that is temporarily in excess of the then-demand by the Cities, the Initial Customers, and other persons who may contract with the Corporation for the purchase of a specified volume of water; and 1 WHEREAS, SAWS desires to obtain an additional water supply to supplement its existing water supply sources and is willing to accept delivery of treated water from the Corporation that is available to the Corporation from the Corporation's own sources and is determined by the Corporation from time to time to be in excess of the demands of the Cities and the Corporation's Initial Customers; and WHE}2EAS, operating the Corporation's Water System at full volume creates opportunities for the Corporation to reduce the rates paid by all of its customers due to the economies of scale; and WHEREAS, SAWS plans to install a well field in western Gonzales County in the vicinity of the Corporation's Water System to produce groundwater from the Carrizo Aquifer formation, subject to obtaining and maintaining permits from the Gonzales County Underground Water Conservation District ("GCUWCD"), and the proposed wells and related infrastructure, if permitted, will be available to deliver untreated groundwater to the Corporation's Water System for treatment; and WHEREAS, SAWS anticipates the opportunity to acquire additional groundwater from sources in the region; and WHEREAS, the Corporation and SAWS have determined that significant efficiencies and cost savings can be achieved for the Corporation and SAWS by SAWS delivering untreated groundwater to the Corporation's Water System and the Corporation delivering treated water to the SAWS Water System; and WHEREAS, the Corporation has determined that the Corporation's Water System has available capacity in its existing transportation pipeline from Gonzales County to transport the volume of water at the rate of delivery required for the Corporation to satisfy its contractual obligations to the Cities and the Initial Customers of the Corporation, and to deliver an additional 12,688 acre-feet of water annually of SAWS Water (defined in Section 1.03 of this Contract) to SAWS as described in this Contract, but additional upgrades to the Corporation's Water System are required to receive, treat, and pump the water to be delivered by SAWS to the Corporation as described in this Contract; and WHEREAS, integration of treated water from the Corporation's Water System into the SAWS Water System and the emergency delivery of treated water from the SAWS Water System to the Corporation's Water System will require SAWS to acquire interests in real property and regulatory approvals, and to construct transmission pipelines, booster pumps, storage facilities, and other appurtenances to the SAWS Water System, but SAWS could avoid, or delay for a substantial period of time, the need to construct a water pipeline connecting its proposed well-field to SAWS' existing treatment facility and the expansion of the treatment facility at a significant cost savings; and WHEREAS, the Corporation and SAWS have determined that obtaining water from each other with the written consent of the Cities is in their mutual best interest and that the terms and 2 conditions of this Contract are fair and reasonable and that there is no disparate bargaining power between the parties to this Contract; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the sufficiency of which are hereby acknowledged, and upon and subject to the terms and conditions hereinafter set forth, the Corporation, the Cities, and SAWS mutually undertake, promise, and agree as follows: ARTICLE I MUTUAL DELIVERY OF WATER Section 1 O1. Surplus Water. Subject to receiving and maintaining any necessary regulatory approvals from the GCUWCD, the Corporation agrees to sell, and SAWS agrees to buy, surplus treated water from the Corporation in accordance with the terms of this Contract. A. Definition. "Surplus Water" is the treated water available to the Corporation and which the Corporation has pipeline capacity to transport to the Corporation's Point of Delivery (as described in this Contract) from any source other than water delivered by SAWS in excess of the amount required to meet the then- actual usage of the Cities (as that demand may increase or decrease from time to time on an annual basis) and the Initial Customers. The annual projected amount of Surplus Water shall be determined by the Corporation. SAWS acknowledges that (i) the amount of Surplus Water available for purchase by SAWS under this Contract is limited by the transport capacity of the Corporation's existing pipeline between the Corporation's Water Treatment Plant and Schertz; (ii) the Corporation may have excess treated water available at the Water Treatment Plant and the existing booster pump station located south of Seguin, andlor excess untreated water at the Corporation's wells and Water Treatment Plant; and (iii) the Corporation may make this excess water available for purchase by persons other than SAWS and is not obligated by this Contract to make the excess water available at these locations available for purchase by SAWS. B. Suunly Start Date. The availability of Surplus Water to SAWS under this Contract will begin upon request by SAWS following (i) completion by the Corporation of delivery facilities as described in Section 1.09 of this Contract at the Corporation's Point of Delivery, and (ii) completion by SAWS of the SAWS' facilities on SAWS' side of the meter at the Corporation's Point of Delivery as those facilities are generally described in Section 1.04.B.4 of this Contract. C. Share of Surolus Water Available for SAWS. SAWS shall have the right to purchase up to seventy-five percent (75%) of the Surplus Water. If, at the time of each annual determination by the Corporation of the amount of Surplus Water, SAWS is the only entity agreeing to buy Surplus Water from the Corporation, then SAWS shall have the right to purchase up to the full estimated volume of the Surplus Water the Corporation can make available at the Corporation's Point of Delivery. However, if other parties have contracted with the Corporation to purchase a portion of the Surplus Water, SAWS shall have the right to purchase at least seventy-Five percent (75%) of the Surplus Water plus any amount of the remainingtwenty-five percent (25%) of the Surplus Water not committed to the Corporation's other customers, all at the Corporation's Point of Delivery. In no event shall the Corporation commit more than twenty-five percent (25%) of the Surplus Water to any person other than SAWS. D. Notice. No later than June 1 of each year, beginning in 2013, the Corporation shall notify SAWS in writing of the amount of Surplus Water available for SAWS during the upcoming calendar year and the expected timing of delivery of such Surplus Water. Within thirty (30) days of receipt of the written notice, SAWS shall notify the Corporation in writing of the amount of Surplus Water SAWS agrees to accept for the upcoming calendar year. E. Surplus Water Commitment. SAWS shall not be obligated to accept any amount of the Surplus Water into the SAWS Water System. However, SAWS shall be obligated to pay the Corporation at the rate set forth in Section 2.03.B on a monthly basis for an amount equal to one-twelfth of the annual commitment of Surplus Water that SAWS has agreed to accept during the calendar year. If the Corporation is unable to actually deliver the volume of Surplus Water that SAWS has agreed to accept and for which SAWS has paid, the Corporation agrees to credit the amount of overpayment to any future payments due under this Contract, except for payments due under Section 2.01 and Section 2.02.B, during the next calendar year. The Corporation may make available to any person the amount of Surplus Water in excess of the volume of Surplus Water that SAWS agreed to accept. F. Monthly Estimates. SAWS and the Corporation acknowledge that the volume of Surplus Water stated in the annual notice described in subsection 1.O1C above will be conservative, During the calendar year, the Corporation may determine, in its sole discretion, that additional amounts of Surplus Water may be available for purchase by SAWS and others. The Corporation will give notice to SAWS regarding the updated availability of Surplus Water, and the provisions of subsection 1.01 C and E shall apply to the additional volume of Surplus Water. G. Surplus Water Facilities. The Corporation shall use due diligence to expeditiously design and construct the delivery facilities at the Corporation's Point of Delivery following execution of this Contract, but in no event later than January 1, 2014. SAWS shall use due diligence to expeditiously design and constnuct SAWS facilities on the SAWS side of the Corporation's Point of Delivery following execution of this Contract in order to receive Surplus Water, if any, from the Corporation, but in no event later than January 1, 2014. H. Reeulatorv Approvals. The Corporation's obligations under this Section 1.01 of this Contract are contingent upon the Corporation obtaining and maintaining any authorizations or approvals required from the GCUWCD for the Corporation to sell Surplus Water to SAWS. The Corporation will be responsible for obtaining this authorization, if required. I. SAWS Improvements. The Corporation shall be under no obligation to deliver any portion of the Surplus Water to SAWS unless and until SAWS substantially completes the improvements described in Section 1.04.B.4 and SAWS has taken all the actions required on its part so that the Corporation may substantially complete the Emergency Interconnect described in Section 1.15. Times and Rate of Delivery. The time and rate of delivery of the Surplus Water requested by SAWS under this Contract shall be determined by the Corporation's designated representative in its sole discretion. The Corporation's duty to satisfy then-actual demands of Schertz and Seguin and the Initial Customers as determined on an annual basis will take priority over deliveries of Surplus Water to SAWS. Section 1.02. Option. The Corporation grants SAWS the option to commit, in the future, to purchase water treatment services from the Corporation and sell treated water to the Corporation subject to the conditions and requirements set forth in this Contract. The term of this option shall begin on the Effective Date (as defined in Section 3.01) of this Contract and shall end forty-eight (48) months after the Effective Date of this Contract. During the term of this option, the Corporation shall reserve capacity within that portion of the Corporation's Water System consisting of the pipeline from the Corporation's existing water treatment plant to the existing ground storage tank in Schertz to discharge its potential obligations to SAWS under this Contract. SAWS may in its sole discretion exercise this option by notifying the Corporation, in writing, of its intent to do so, and delivering to the Corporation the notice and check described in Section 1.06.A of this Contract. Section 1 03 Canacity Reservation Fee. The Corporation and SAWS acknowledge and agree that the Corporation is unable to commit the transport capacity in the Corporation's existing pipeline to other persons while SAWS is deciding whether or not to pursue the Expansion (as defined in Section 1.04.A) and during construction of the Expansion, if applicable. Therefore, during the option term described in Section 1.02, SAWS shall pay to the Corporation an annual Capacity Reservation Fee in the amount of Five Hundred Thirty Eight Thousand Dollars ($538,000), payable in equal semi-annual installments on March 1 and October 1 of each year, commencing March 1, 2011. The obligation of SAWS to pay the Capacity Reservation Fee shall continue until the option described in Section 1.02 ends if SAWS does not exercise the option or, if SAWS timely exercises the option, then until SAWS Water (as used in this Contract, a reference to "SAWS Water" means the volume of water that SAWS delivers to the Corporation for treatment) is treated by the Corporation and delivered to SAWS at the Corporation's Point of Delivery, whichever shall first occur. If delivery of SAWS Water occurs prior to a payment date or between the two payment dates, no further Capacity Reservation Fee shall be due or owed by SAWS. No portion of the Capacity Reservation Fee payment will be refunded by the Corporation to SAWS. Section 1.04. Svstem Improvements. A. Comoration Water Svstem. Subject to the conditions set forth in this Contract and receiving and maintaining any necessary regulatory approvals from the Texas Commission on Environmental Quality ("TCEQ") and the GCUWCD, the Corporation agrees to design and construct infrastructure improvements to the Corporation's Water System to receive from SAWS untreated groundwater in a volume, rate, and quality set forth in this Contract and to deliver treated water to SAWS at the volume, rate, and quality set forth in this Contract. The required infrastructure improvements shall be referred to in the Contract as "the Expansion." The Corporation will use its best efforts to substantially complete the Expansion within fifteen (15) months after receipt of the funds for the Expansion. Irr addition to the currently funded and designed additions to the Corporation's existing treatment plant and delivery and storage capacity as of the Effective Date, the improvements known as of the Effective Date to be required for the Expansion are summarized on the attached Exhibit A, along with the estimated cost as of the Effective Date. However, the actual improvements will not be known until the preliminary engineering report described in this Contract is completed, and the actual cost of the improvements will not be known until bids from contractors are received. The improvements for the Expansion will include the facilities and equipment required for the Metering Station and Metering Equipment as described in this Contract for the SAWS Point of Delivery and the Corporation's Point of Delivery. Provided, however, the Corporation may install additional or different improvements in order to satisfy its obligation to SAWS under this Contract and the Corporation's other customers. As changes to the planned improvements for the Expansion are proposed, the Corporation will notify SAWS and will cooperate with SAWS during the planning and design phases so [hat the needs of both parties are known and considered. After the Expansion is financed in accordance with Section 1.06.E of this Contract, the Corporation may install additional improvements in order to satisfy its obligation to SAWS under this Contract and the Corporation's other customers, but in no event, however, shall these additional or different improvements result in costs to SAWS in addition to those costs shared with the Corporation's other customers through the Corporation's rates. B. SAWS Water Svstem. As a condition to SAWS receiving water other than Surplus Water from the Corporation under this Contract, SAWS, at its sole cost, must satisfy all of the following requirements: 1. Permits. Obtain and continue to hold permits issued by the GCUWCD andlor other groundwater districts to produce water from the Carrizo Aquifer formation and to transport the produced water outside the boundaries of the GCUWCD andlor other local districts. The opportunity of SAWS to obtain water other than Surplus Water from the Corporation under this Contract is limited to the authorizations under permits held by SAWS and any additional water available to SAWS by contract with third parties. 6 2. hnprovements. Complete the wells and well collection lines and other improvements to the SAWS Water System required to deliver to the SAWS Point of Delivery untreated groundwater produced from the Canizo Aquifer formation. The improvements shall include a Supervisory Control and Data Acquisition ("SCADA") system compatible with the Corporation's system as upgraded, and the Corporation will have access to the information regarding the SAWS well field shown on the SCADA system and access to such controls as may be required for the convenient and proper operation of the treatment processes. 3. Mitigation A erg ement. Accept and sign a mitigation agreement with the GCUWCD as required by the GCUWCD establishing a mitigation fund for wells in western Gonzales County containing substantially the terms of the mitigation agreement imposed by the GCUWCD upon the Corporation on March 16, 2010, make the initial deposit into the mitigation fund, and continue to make deposits into the fund pursuant to the mitigation agreement. 4. Pipeline Pump Station and Storage Tank. Install a pipeline and pump stationlstorage tank to receive water from the Corporation on the SAWS side of the meter at the Corporation's Point of Delivery, but SAWS shall not use, consume, sell, or transfer any water between the Metering Station and the Air Gap, as described in Section 1.16 of this Contract. C. City of Schertz Water 5ystem. Schertz agrees to: 1. Cooperation. Cooperate with the Corporation and SAWS regarding the installation of the Emergency Interconnect described in Section 1.15 below and to allow the use of its water distribution system to transport water received through the Emergency Interconnect. 2. Facility Sites and Easements. Within one hundred eighty (180) days of the Effective Date of this Contract, convey to SAWS for a sum determined by an appraisal agreed upon by Schertz and SAWS the facility sites and easements required by SAWS under this Contract and identified on Exhibit B, and work proactively and cooperatively with SAWS and the Corporation to assist in the identification and acquisition of any other property or easements deemed necessary by the Corporation to achieve the purposes of this Contract. 3. Metering. Allow the Corporation and SAWS to install the metering station and metering equipment required by this Contract on property owned by Schertz; provided, however, the location of the metering station and metering equipment shall be subject to approval by Schertz. 4. Pumn Station. Allow SAWS to install high service pumps and a ground storage tank with a capacity, size and design determined by SAWS at the location identified in Exhibit C. 7 5. Water Transmission Main. Allow SAWS to construct the water transmission main required by this Contract at the location identified in Exhibit B. 6. Annrovals. Any approvals required to be obtained by SAWS from Schertz under this Section 1.04 shall be obtained by SAWS in advance of final design of any of the improvements described in this Section 1.04. Section 105. Delivery. In addition to the Surplus Water to be delivered by the Corporation to SAWS, and subject to the terms and conditions of this Contract: A. Sunnly by Comoration. Upon (i) completion of the Expansion, (ii) satisfaction by SAWS of the conditions described in Section 1.04.B. above, (iii) receipt of untreated groundwater from SAWS, and (iv) payment by SAWS to the Corporation for services in accordance with this Contract, the Corporation will make treated water available to SAWS at the Corporation's Point of Delivery, in an amount equal to the amount of untreated water delivered by SAWS to the Corporation at the SAWS Point of Delivery, less a reasonable volume of treatment and transportation loss not to exceed twelve percent (12%) per annum (the "Annual Water Loss"), at an Annual Maximum (hereinafter defined) not to exceed the amounts set forth in Subsection C below and at a quality set forth in this Contract. The limit of twelve percent (12%) loss will not include or apply to water lost during major leaks in storage or transportation facilities due to force majeure as defined in Section 6.02 of this Contract. B. S~~bvSAWS. Untreated Water. SAWS will deliver to the Corporation untreated water produced from the Carrizo Aquifer formation at (or through) the SAWS Point of Delivery; provided, however, such delivery is conditioned upon SAWS (i) obtaining and maintaining the necessary permits from TCEQ and the GCUWCD and (ii) constructing the proposed wells and related facilities and pipelines necessary to deliver the untreated water. 2. Emer~encv Water. SAWS will deliver treated water from the SAWS Water System to the Corporation's Water System or to Schertz on an emergency basis as described in Section 1.15. C. Annual Maximum Rate and Maximum Instantaneous Rate. The term "Annual Maximum Rate" shall mean the amount of water delivered through the Delivery Meter during any calendar year and the term "Maximum Instantaneous Rate" means the amount of water' delivered through the Delivery Meter' during any consecutive 60 seconds. The Corporation shall design and construct the Expansion so that the Corporation's Water' System may receive and treat groundwater fiom SAWS meeting the quality requirements set forth in this Contract at an Annual Maximum of 12,688 acre-feet per year and Maximum Instantaneous rate of 9,500 gallons per minute (not including the Surplus Water delivered to SAWS under Section 1.01), and deliver treated water to SAWS meeting the quality requirements set forth in this Contract at the stated Annual Maximum Rate, less actual losses during treatment and transportation, and at a Maximum Instantaneous Rate of 9,500 gallons per minute (not including the Surplus Water delivered to SAWS under Section 1.01). SAWS agrees not to deliver, or attempt to deliver, to the Corporation untreated water at a volume or rate that exceeds these maximum limits, and the Corporation is under no obligation to receive untreated water from SAWS in a volume or rate that exceeds these limitations. Pursuant to Section 2.02.D of this Contract, the Annual Maximum Rate during any year will be limited to the Annual Authorized Pumping Amount determined in accordance with Section 2.02. D of this Contract. Subject to these ]imitations on volume and rate; the Corporation agrees, on an annual basis, to treat and deliver SAWS Water to SAWS prior to treating and delivering Surplus Water to SAWS, if SAWS Water is available. Section 1 06 Financing and Construction. A. Preliminary Engineering Report. SAWS may exercise its option to acquire water from the Corporation as described in Section 1.02 of this Contract by notifying the Corporation in writing and delivering to the Corporation a check payable to the Corporation in the amount of $50,000. Upon timely receipt of the check, the Corporation will cause its consulting engineer to immediately begin the preparation of a preliminary engineering report for the Expansion and to complete the report as soon as practicable. The preliminary engineering report must contain the following information: • The amounts, if any, previously paid by the Corporation for the preliminary design of the Expansion, as reflected by copies of invoices provided to SAWS; The then-projected cost of designing and constructing the Expansion based upon projected costs at the time SAWS exercises its option; • A contingency equal to ten percent (10%) of the projected construction cost of the Expansion; Three years of capitalized interest on the Contract Revenue Bonds (hereinafter defined); • Projected premium on insurance policies relating to construction including a builders risk insurance coverage in the amount of the projected construction cost of the Expansion; and Projected reserve fund requirements and insurance premiums for the Contract Revenue Bonds and other bond issuance costs and expenses. A draft of the report will be provided to SAWS for review and comment, and SAWS will have thirty (30) calendar days to submit comments on the draft report. A final engineering report will be submitted to SAWS within thirty (30) calendar days after the receipt of SAWS comments or the expiration of the SAWS comment period, whichever occurs first. B. Termination of Expansion. If SAWS does not want to proceed with the Expansion based upon the projected cost of the Expansion as set forth in the preliminary engineering report, SAWS will notify the Corporation of the decision within sixty (60) days of receiving the preliminary engineering report. Upon the Corporation's receipt of this notice, the rights and obligations of SAWS and the Corporation under this Contract as they relate to' SAWS Water shall terminate. SAWS will not be entitled to any refund of any money previously paid to the Corporation, but shall have the continuing right to purchase Surplus Water in accordance with Section 1.01 of this Contract. C. Final Plans and Snecifications and Bid. If SAWS accepts the preliminary engineering report, then within sixty (60) days after SAWS receives the preliminary engineering report, SAWS shall authorize the Corporation to prepare final plans and specifications, and to require the contractor(s) to provide the agreements and insurance specified in Exhibit D, for the Expansion and to solicit construction bids in accordance with the Corporation's required procurement procedures. The Corporation's costs to prepare the final plans and specifications ("Costs of Final Plans and Specifications") shall be billed by the Corporation to SAWS on a monthly basis as they are incurred, and shall be paid by SAWS to the Corporation within thirty (30) days of receipt of the monthly billing. Irr the event that the Corporation issues Contract Revenue Bonds as provided herein in Section 1.06.E and Section 2.01, the Corporation shall reimburse SAWS within thirty (30) days of issuance of such Contract Revenue Bonds the Costs of Final Plans and Specifications. Upon completion of the contract documents and plans and specifications, and upon receipt by the Corporation and SAWS of all regulatory approvals from the GCUWCD that may be required for the Corporation to receive and transport SAWS Water, containing permit terms and conditions that are acceptable to the holder of the permit, the Corporation shall advertise for bids. At this time, the Corporation will also initiate the process to issue Contract Revenue Bonds subject to SAWS approval ofthe bid prices. The Corporation shall notify SAWS in writing of the bid results and the lowest responsible bid. In the event that the lowest responsible bid received by the Corporation for construction of the Expansion exceeds the construction cost estimate reflected in the preliminary engineering report by more than twenty percent (20%), SAWS in its sole discretion may elect not to proceed with the Expansion and shall notify the Corporation of its decision within sixty (60) days after receiving written notice of the bid results fiom the Corporation. In such event, SAWS' and the Corporation's rights and obligations under this Contract as they relate to SAWS Water shall terminate. D. Refund of Costs. If the Corporation elects not to proceed with the construction of the Expansion without participation by SAWS, the Corporation shall so notify SAWS. In that event, SAWS shall not be entitled to refund of the Costs of Final Plans and 10 Specifications. However, if the Corporation decides at any time within five years of the notice to proceed with the Expansion in such a manner as to utilize the final plans and specifications, the Corporation shall, within thirty (30) days of the decision, refund to SAWS the Cost of Final Plans and Specifications. The contract documents will require the contractor to hold the bid prices for ninety (90) days to allow SAWS forty-five (45) days to decide whether to pursue the Expansion. The Corporation shall not be obligated to award contracts prior to receiving the proceeds from the Contract Revenue Bonds. E. Request to Issue Contract Revenue Bonds. If the lowest responsible bid does not exceed the preliminary construction cost estimate by more than twenty percent (20%), or if SAW5 wants the Corporation to proceed with the Expansion regardless of the bid prices, then SAWS shall request the Corporation to issue one or more series of contract revenue bonds (the "Contract Revenue Bonds") secured solely by the pledge of revenue received by the Corporation from SAWS pursuant to Sections 2.01 and 2.02.B of this Conhact and SAWS will fully cooperate with the Corporation in the issuance of such Contract Revenue Bonds. SAWS must deliver its written request to the Corporation within forty-five (45) calendar days after opening of bids, and if such request is not timely received the Corporation may terminate the portion of the Contract relating to the SAWS Water or may rebid the Expansion, provided SAWS pays the Corporation all of the costs relating to the rebid. If SAWS rejects the bid prices and the Corporation does not issue the Contract Revenue Bonds, SAWS will reimburse the Corporation for its financial advisory fees associated with the preliminary steps to issue the Contract Revenue Bonds in an amount not to exceed $50,000. The amount of the Contract Revenue Bonds will be the amount required to discharge the following Expansion expenses required to treat and transport SAWS Water and no other: a. Design (preliminary and final) and engineering costs and other casts relating to design whether paid by the Corporation or SAWS, and cost of construction inspection; b. Premium for a surety bond from a company authorized to do business in Texas; c. All contractor construction costs, plus a contingency of at least ten percent (10%)> d. Capitalized interest for the first three (3) years after the Contract Revenue Bonds are issued; e. Any required deposits to a reserve fund as set forth in subsection F below or any bond insurance premiwn. f. Projected premium on insurance policies relating to construction including a builders risk insurance coverage in the amount of the projected construction cost of the Expansion; g. Other items of cost included in the Preliminary Engineering Report and acceptable to SAWS; and 11 h. Customary Contract Revenue Bond issuance costs, including bond counsel, financial advisor, hustee, trustee's counsel, paying agent, registrar, underwriters, underwriters' counsel, and bond marketing fees and expenses. The debt service payments on the Contract Revenue Bonds issued for the Expansion and the Corporation's other customary pecuniary obligations set forth in the Corporation's resolution as approved by SAWS authorizing the issuance of the Contract Revenue Bonds will be secured solely by a pledge of the revenues received from SAWS under Section 2.01 and 2.02.B and fiom no other source. SAWS shall have the right in its sole discretion to disapprove any proposed refunding of the Contract Revenue Bonds. SAWS will remain only a customer of the Corporation and will have no ownership interest in the Corporation's Water System, any component of the Corporation Water System, or any capacity in the Corporation's Water System. The Corporation will have rro ownership interest in the SAWS Water System, or in any component or capacity of the SAWS Water System. F. Reserve Fund. If the issuance of the Contract Revenue Bonds requires the Corporation to accumulate and maintain a reserve fund for the payment of the Contract Revenue Bonds, the Corporation agrees to establish and maintain a separate and special fund or account known as the "SAWS Contract Revenue Bond Reserve Fund", which fund or account will be maintained at the Corporation's general depository bank or the trustee's or paying agent's bank. All funds deposited into the SAWS Conh'act Revenue Bond Reserve Fund, including proceeds from the Contract Revenue Bonds and earnings and income derived or received from deposits or investments in the SAWS Contract Revenue Bond Reserve Fund, shall be used solely for the payment of principal and interest on the Contract Revenue Bonds, when and to the extent other funds available for such purposes are insufficient, and in addition, may be used to retire the last stated maturity and/or interest on the Contract Revenue Bonds. Should the funds deposited in the SAWS Contract Revenue Bond Reserve Fund be greater than the amount required to retire the last stated maturity of and/or interest on the Contract Revenue Bonds, the remaining proceeds, after the payment of the last stated maturity and/or interest, shall be returned to SAWS. The Corporation shall provide monthly bank statements to SAWS reflecting all activity in the SAWS Contract Revenue Bond Reserve Fund. Should the SAWS Contract Revenue Bond Reserve Fund be drawn upon, then SAWS shall be obligated to replenish the SAWS Contract Revenue Bond Reserve Fund in the manner set forth in the Corporation's resolution approved by SAWS authorizing issuance of the Contract Revenue Bonds. G. Consruction. Contract Award and Chanee Orders. Upon receipt of the Contract Revenue Bond proceeds, the Corporation will award the construction contract(s) and notify the contractor(s) to proceed with construction of the Expansion. SAWS shall have the right to approve any change orders to the construction contract(s), which approval shall not be unreasonably withheld. If SAWS disapproves, or does not timely 12 approve a change order, SAWS agrees to defend, indemnify, and hold harmless the Corporation for any claims by the contractor relating to SAWS' denial of the change order request, or refusal to timely approve the requested change order. If the change order(s) approved by SAWS result in an increase in the construction cost beyond the ten percent (10%) contingency including any proceeds of the Contract Revenue Bonds, the additional costs shall be billed by the Corporation to SAWS on a monthly basis as they are incuned, and shall be paid by SAWS to the Corporation within thirty (30) days of receipt of the monthly billing. 2, Status Reports. The Corporation will make monthly construction status reports to SAWS, and SAWS will have the right to observe construction of the Expansion. A SAWS representative shall have the right to attend and shall attend monthly payment application/design/construction meetings with the design engineer and the contractor. The SAWS representative shall have the right to disapprove any payment application. Approval shall not be unreasonably withheld. The Corporation shall use good faith efforts to resolve any dispute with regard to a payment application within ten (10) days. If the SAWS representative has not approved the payment application within ten (10) days, the application shall be deemed automatically approved by SAWS. Irr the event SAWS disapproves any payment application, SAWS agrees to defend, indemnify, and hold harmless the Corporation for any claims relating to the denial of the payment request. 3. Disbursement of Contract Revenue Bond Proceeds. Contract Revenue Bond proceeds shall be distributed to a separate Corporation bond proceeds account under the control of Seguin. All disbursements from the Corporation's bond proceeds account shall be approved by no fewer than two (2) signatories previously designated by the Corporation and Seguin. The Corporation shall provide monthly bank statements to SAWS reflecting all account activity. 4. Builder's Risk Insurance. From the Contract Revenue Bond proceeds, the Corporation will purchase a builders risk insurance policy for the risk that the Expansion is not substantially complete by the time that SAWS is required to begin making payments equal to the debt service on the Contract Revenue Bonds from sources other than the proceeds of the capitalized interest. H. Completion. The Corporation's engineer expects that the Expansion can be completed within fifteen (15) months after the proceeds from the Contract Revenue Bonds are received by the Corporation, and the Corporation agrees to use its best efforts to substantially complete the Expansion within fifteen (15) months after receipt of Contract Revenue Bond proceeds for the Expansion. The Corporation acknowledges that SAWS will be unconditionally required to make payments to the Corporation equal to the debt service on the Contract Revenue Bonds and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds after the three (3) years of capitalized interest has been used and that it is absolutely necessary that the 13 Expansion be substantially complete by that date. The Corporation agrees to use its best efforts to cause the Expansion to be substantially complete as promptly as possible after the Contract Revenue Bond proceeds are received and in conjunction with SAWS' completion of its untreated groundwater production and delivery facilities, but within three (3) years after the date that the proceeds of the Contract Revenue Bonds are received, subject to Force Majeure, as defined in Section 6.02 of this Contract. If the Corporation has not caused the Expansion to be substantially completed by that date, subject to Force Majeure, the Corporation will pay SAWS the amounts received by the Corporation from the builders risk insurance policy purchased by the Corporation with the proceeds of the Contract Revenue Bonds equal to the debt service payments made by SAWS on the Contract Revenue Bonds from sources other than capitalized interest. SAWS shall remain unconditionally obligated to continue to make payments to the Corporation equal to the debt service payments on the Contract Revenue Bonds and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds. If the Corporation is unable to substantially complete the Expansion within twenty (20) months after the Corporation awards contracts for construction of the Expansion and after notice and opportunity to cure, and SAWS determines that it can cause the Expansion to be completed sooner than the Corporation, then upon SAWS' demand, the Corporation will assign the construction and related engineering contracts to SAWS and grant SAWS a right of entry upon the Corporation's land and facilities to manage the completion of the construction contracts. If SAWS elects to assume the construction contracts, the Corporation will not be obligated to reimburse SAWS for any payments made to the Corporation during construction of the Expansion. I. Excess Funds. The Corporation shall use the proceeds from the Contract Revenue Bonds for the purposes set forth in subsection E above. If after completion of the Expansion, the Corporation holds excess Contract Revenue Bonds proceeds, the Corporation shall use the excess funds to make debt service payments or otherwise reduce the bonded indebtedness, if the Contract Revenue Bonds provide for partial redemptions. J. Re~~latory Approvals. If any approval or action is required from the GCUWCD or TCEQ in order for either party to perform its obligations under this Contract, that party will use its best efforts to obtain the necessary approval or action at its own expense. The other party will cooperate in obtaining the necessary approval or action. SAWS- and the Corporation agree, as between themselves, that the cost to the Corporation of obtaining any regulatory approval from the GCUWCD for the Corporation to receive groundwater from SAWS and to treat, transport, and deliver the water to SAWS shall be an operating expense of the Corporation for purposes of determining the rate paid by SAWS for treatment and transportation of SAWS Water. If the Corporation must obtain GCUWCD approval of any amendment to the Corporation's permits in order to receive and transport SAWS Water, the Corporation 14 will initiate that process upon receipt of the notice from SAWS under Section 1.06 A of this Contract. Section 1.07. Points of Deliverv. Subject to the terms and conditions of this Contract, the Corporation and SAWS agree to interconnect their water systems at the locations described in this Contract (collectively referred to as the "Point of Delivery" or "Points of Delivery"). The Points of Delivery will be located as follows: A. SAWS Point of Deliverv. The SAWS Point of Delivery shall be at the Corporation's existing Water Treatment Plant in Gonzales County. B. Corporation's Point of Deliverv. The Corporation's Point of Delivery shall be at or near a proposed SAWS pump station and ground storage tank site to be located in the general vicinity of the Corporation's existing ground storage tank located in Schertz, it being the intent of the Parties as of the date this Contract is signed for SAWS to install its own pump station and ground storage tank close to the existing Schertz Pump Station/Storage Tank Facility and to construct the piping and related facilities and equipment to take the water from the Corporation's Point of Delivery to the SAWS' proposed pump station and ground storage tank facility near the Corporation's Point of Delivery. C. Emergenc~Interconnect Point of Deliverv. The point of delivery for the Emergency Interconnect shall be at or near the Corporation's Point of Delivery. Section 1.08. Metering Station. The parties to this Contract acknowledge and agree that the meter stations located at the Points of Delivery will be located so the Corporation and SAWS will both have unrestricted access to the metering station, but the entity receiving the water at the Point of Delivery may not alter any measuring or recording device without the approval of the designated representative of the other party to this Contract, which approval shall not be unreasonably withheld. Section 1.09. Deliverv Facilities. Using proceeds, or subject to reimbursement, from the sale of Contract Revenue Bonds, the Corporation shall design, construct and install all facilities and equipment required for the Points of Delivery, including any required, tapping of the main, piping, meters, conh•ol devices and systems and appurtenances at both the SAWS Point of Delivery and at the Corporation's Point of Delivery. The materials and equipment required will be determined by the Corporation's engineers. SAWS may at its own expense review and approve the design, equipment and materials submitted by the Corporation's engineer. No construction shall begin until SAWS' engineer has reviewed and approved the design and plans and confirmed that the design and plans are compatible with the SAWS facilities on the SAWS side of the Point of Delivery. A SAWS engineer shall review and approve the plans or provide written comments within thirty (30) days of receipt from the Corporation. All such materials and equipment that are not on the Corporation's side of the meter shall be funded directly by SAWS and will become the property of SAWS. 15 Section 1 10 Water Conservation Drought Continaencv and other Required Plans. Each party's obligations under this Contract shall be subject to water conservation plans, drought contingency plans, or any other plan adopted by such party and required by the TCEQ, the Texas Water Development Board, or any other federal, state, or local regulatory authority (other than a party to this Contract) with power to require or approve water conservation and drought contingency plans. As required by rules of the TCEQ in effect on the Effective Date of this Contract, all parties have developed and implemented a water conservation plan or water conservation measures using the standards established by the TCEQ. If required by order of the TCEQ, each party to this Contract may be required to implement water conservation strategies and if such party is so ordered, the other parties to this Contract will cooperate and consent to the implementation by the other parties of such water conservation strategies required by the TCEQ. As required by TCEQ rules in effect on the effective date of this Contract, in case of a shortage of water resulting from drought, the water to be distributed by the Corporation to SAWS will be distributed in accordance with the provisions of this Contract, or to the extent required by law. In the event that SAWS is called upon to deliver water to the Corporation during an emergency pursuant to Section 1.15 of this Contract, the Cities agree to adopt water conservation measures no less restrictive than those then adopted by the City of San Antonio for the duration of the emergency. hr accordance with TCEQ rules in effect on the Effective Date, the Corporation and SAWS agree that each has, or will, develop and implement a water conservation plan or water conservation measures using the applicable elements of the TCEQ rules and each agrees that if it resells the water delivered under this Contract, each successive contract for the resale of the water rnust have water conservation requirements so that each successive customer in the resale of the water will be required to implement water conservation measures in accordance with the provisions of the TCEQ rules in 30 Texas Administrative Code Chapter 288. Section 1 11 Water Quality. A. SAWS to Corporation. The water that SAWS delivers to the Corporation at the SAWS Point of Delivery will be untreated water produced from the Carrizo Aquifer formation, and the quality of the untreated groundwater will not exceed an instantaneous grab sample of 500 mg/1 total dissolved solids. The Corporation shall have no obligation to accept delivery of untreated water from SAWS' distribution system that does not conform to this water quality requirement and Corporation's obligation to deliver potable water to SAWS will be reduced to the amount of untreated water delivered by SAWS that meets the quality requirements set forth above. If the Corporation chooses from time to time to accept water that exceeds 500 mg/1 total dissolved solids, the Corporation may impose a surcharge equal to 1.5 times the then-applicable rate charged by the Corporation to SAWS for potable water delivered at the Corporation's Point of Delivery. B. Corporation to SAWS. The water that the Corporation delivers to SAWS at the Corporation's Point of Delivery shall be treated water suitable for public water supply and shall meet the quality criteria prescribed by the TCEQ Drinking Water Standards Governing Drinking Water Quality and Reporting Requirements for Public Water Systems, 30 Texas Administrative Code Chapter 290 subchapter F. SAWS shall have 16 no obligation to accept or pay for delivery of heated water for introduction into the SAWS distribution system that does not conform to the water quality requirements described herein. If SAWS accepts or receives the water into the SAWS System, SAWS is obligated to pay the Corporation for the amount of water received even if the water does not satisfy the quality requirements of this subsection B. C. Emer~ency to Cornoration. The water that SAWS delivers to the Corporation at the Emergency Interconnect will be treated water meeting the standards described in subsection B above. D. Additional Treatment. To the extent any additional, or alternative treatment or processing is required to make the water delivered by the Corporation to SAWS at the Corporation's Point of Delivery, suitable, compatible, or of a quality for introduction into the SAWS distribution system with the water then-within SAWS distribution system, SAWS is responsible, at its sole cost, for installing any additional facilities or processes within the SAWS Water System for any additional treatment, conditioning or processing. Section 1 12 Control and Resonsibility. Subject to the terms of this Contract, the party in possession of water hereunder shall have control of and responsibility for that water. Control and responsibility shall transfer from (i) SAWS to the Corporation on the discharge side of the meters located at the SAWS Point of Delivery and the Emergency Interconnect (ii) the Corporation to SAWS on the discharge side of the meter located at the Corporation's Point of Delivery. The obligations of the Corporation to SAWS and the rights of SAWS when the Corporation has control of and responsibility of water delivered by SAWS to the Corporation shall be described solely in this Contract, and SAWS expressly waives and releases any and all rights, claims, or causes of action, if any, that SAWS may have under the statutes or common law arising from or relating to the Corporation having the control of and the responsibility for water delivered by SAWS to the Corporation. Section 1.13. hrdemnity. A. SAWS. To the fullest extent allowed by law, SAWS agrees on behalf of itself and its successors and assigns to defend, save and hold harmless the Corporation and the Corporation's officers, directors, and employees from and against any and all claims, losses, expenses, costs, demands, judgments, causes of action, suits, and liability in tort, contract or any other basis and of every kind and character whatsoever (including but not limited to all costs of defense, such as fees and charges of attorneys, expert witnesses, and other professionals and all court or other dispute resolution costs) arising out of or incident to the transportation and delivery of water pursuant to this Contract while possession remains in SAWS and/or arising from failure by SAWS to timely pay to Corporation the amounts equal to the amounts payable by the Corporation for the debt service payments and other pecuniary obligations required on the Contract Revenue Bonds. SAWS acknowledges that all payments under this Contract are paid fiom the gross revenues of its utility system which is a separate 17 fund of the City of San Antonio and that no payments, including payments under this subsection, are payable from ad valorem taxes. B. Corporation. To the fullest extent allowed by law, the Corporation agrees on behalf of itself and its successors and assigns to defend, save and hold harmless SAWS and SAWS trustees, officers, directors, and employees from and against any and all claims, losses, expenses, costs, demands, judgments, causes of action, suits, and liability in tort, contract or any other basis and of every kind and character whatsoever (including but not limited to all costs of defense, such as fees and charges of attorneys, expert witnesses, and other professionals and all court or other dispute resolution costs) arising out of or incident to the transportation, treatment and delivery of water pursuant to this Contract while possession remains in the Corporation; provided, however, this indemnity shall not include any claim, loss, expense, judgment or cause of action relating to or arising from failure by SAWS failure to timely pay to Corporation the amounts equal to the amounts payable by the Corporation to pay the debt service payments or other pecuniary obligations required on the Contract Revenue Bonds or to fully comply with the requirements of the Conhact Revenue Bonds. Section 1.14. Approvals. Unless otherwise required by law, each consent, approval, or other official action required of either party to this Contract by any provision of this Contract shall be deemed in compliance with this Conhact when written evidence of such action, signed by the respective authorized representative is delivered to the party who is to receive evidence of such action. The parties to this Contract will cooperate with the each other in the design and construction of the Points of Delivery and in obtaining, amending and maintaining all groundwater district permits or other regulatory authorizations necessary for the delivery and treatment of water under this Contract or under the Corporation's contracts with the Cities and Initial Customers. The parties to this Contract will not take any action or fail to take any action (including, without limitation, any exercise or denial of its consent or approval of any action proposed to be taken by the party or any of its agents hereunder), if taking or failing to take such action, respectively, would unreasonably delay or obshuct the delivery of water under this Contract, unless the cessation of delivery is due to non-payment of charges pursuant to this Contract, or the water delivered does not comply with the requirements set forth in this Contract relating to volume, rate of flow, or quality. Section 1 15 Emergency Interconnect. As described iu this Contract, the Corporation shall use due diligence to install and construct an emergency interconnect between the SAWS Water System and the Schertz Water System. The location and design shall be subject to the approval of Schertz, acting by its City Manager. Upon notification by the Corporation to SAWS that an emergency exists, SAWS, subject to reasonable availability, shall allow the Corporation to obtain treated water from SAWS through the Corporation's Point of Delivery or obtain untreated water from SAWS through the SAWS Point of Delivery, By signing this Contract, Schertz agrees to allow the Corporation and SAWS to use the Schertz water distribution system to transport water from the emergency interconnect to the Corporation's Water System, or to the location where the water is needed, without charge to the Corporation or to SAWS. An 18 emergency is defined as a sudden, generally unexpected occurrence or set of circumstances demanding immediate action to prevent a serious health hazard or unreasonable economic loss. The Corporation shall pay SAWS for water received from SAWS during such emergency at the rate set forth in this Contract and not from any funds paid by SAWS relating to the Contract Revenue Bonds. The Corporation shall make all required reports to the TCEQ for water purchased from SAWS during the emergency. SAWS' obligation to provide emergency service pursuant to this Section during any single emergency event shall not extend more than six (6) months beyond the date of notification of the emergency. Section 1 16 Air Gau. The water delivered by the Corporation to SAWS will be delivered through an air gap into the SAWS Water System (the "Air Gap") at a location upstream of any SAWS' customer as required by TCEQ rules. The treated water delivered by SAWS to the Corporation through the emergency interconnect described in Section 1.15 will be delivered through an air gap into the Corporation Water System at a location upstream of any Corporation customer as required by TCEQ rules. Section 1.17. Reports. A. Monthly Reports. Beginning with the initiation of the Preliminary Engineering Report, the Corporation will provide SAWS a monthly report describing the status of the project. The monthly reports may cease once construction of the Expansion is substantially complete (as that term is generally defined, understood, and used in the water utility construction industry). SAWS and the Corporation agree to cause their respective consulting engineers and employees to be available as maybe required to exchange information required to design the Expansion. The Corporation grants SAWS and SAWS engineers, agents and employees a right of access to observe construction of the Expansion, but SAWS agrees that it will cause to be observed all safety precautions required by the Corporation and its contractors, and SAWS releases, indemnifies, and holds harmless the Corporation from any and all claims and causes of action arising out of or incident to the negligent conduct of SAWS' engineers, agents or employees during the observation of construction of the expansion funded by SAWS. B. Consultation. After substantial completion by the Corporation of the Expansion and by SAWS of its well field in western Gonzales County, the Corporation and SAWS agree to make each other's employees of these projects available for consultation and available for periodic and special meetings as may be necessary for the convenient and proper operation of the treatment plant and the well field. The Corporation and SAWS shall each designate in writing to the other a designated operator (the "Designated Operator's who shall be the initial point of contact for all operational issues arising under this Contract. The Designated Operators shall meet at least once each month to review operations and address issues of concern, but such Designated Operators shall not have the authority to waive the requirements of Contract or to amend this Contract. 19 ARTICLE II PAYMENTS Section 2.01. Contract Revenue Bonds. A. SAWS Unconditional Agreement. By requesting the Corporation to issue Contract Revenue Bonds pursuant to Section 1.06.E, SAWS unconditionally agrees, on a take- or-pay basis, to pay the Corporation an amount equal to the debt service payments on the Contract Revenue Bonds issued by the Corporation and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds. SAWS hereby agrees to make, or cause to be made, each such payment, as and when due, for the benefit of the holders of the Contract Revenue Bonds. B. Use of Rroceeds by Comoration. The Corporation agrees to use the proceeds of the sale of the Contract Revenue Bonds only for the purposes set forth in Section 1.06.E. of this Contract. C. No Leaal or Equitable Interest. SAWS acknowledges and agrees that the issuance of the Contract Revenue Bonds and the unconditional obligation of SAWS to make payments to the Corporation equal to the debt service payments on the Contract Revenue Bonds and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds does not and is not intended to create any legal or equitable interest in the land or equipment to be purchased by the Corporation with the proceeds from the sale of the Contract Revenue Bonds. D. Comoration Resolution. SAWS shall have the right to approve the Corporation's resolution authorizing the issuance of the Contract Revenue Bonds prior to its adoption by the Corporation. Subject to such approval, all customary covenants and provisions in the Corporation's resolution authorizing the issuance of the Contract Revenue Bonds affecting, or purporting to bind, the Corporation, SAWS, Seguin and/or Schertz, shall, upon the delivery of the Contract Revenue Bonds, become absolute, unconditional, valid, and binding covenants and obligations of the Corporation, SAWS, Seguin and/or Schertz, respectively, so long as any Contract Revenue Bonds and interest thereon are outstanding and unpaid, and maybe enforced as provided in this Contract and the Corporation's resolution, as approved by SAWS, authorizing the issuance of the Contract Revenue Bonds. Particularly, the obligation of SAWS to make, promptly when due, all payments specified in this Contract and all payments described in Sections 2.01 and 2.02B hereof shall be absolute and unconditional, and such obligation maybe enforced as provided in this Contract. E. Assignment of Corporation's Rielrts. The parties to this Contract are advised and recognize that as security for the payment of the Contract Revenue Bonds, the 20 Corporation may assign to a trustee bank, pursuant to one or more trust indentures to be authorized by the Corporation's resolution, as approved by SAWS, authorizing the issuance of the Contract Revenue Bonds, certain of the Corporation's rights under this Contract, including the right to receive the payments hereunder, including the amounts described in Sections 2.01 and 2.02B hereof. The parties to this Contract hereby assent to such assignment and SAWS may make the payments described in Sections 2.01 and 2.02B hereof directly to the trustee bank without defense or set-off by reason of any dispute between the parties to this Contract and the Corporation or the trustee bank. All rights against the parties to this Contract arising under this Contract or the Corporation's resolution, as approved by SAWS, authorizing the issuance of the Contract Revenue Bonds and assigned to the trustee bank may be enforced by the trustee bank, or the holders of the Contract Revenue Bonds, to the extent provided in the Corporation's resolution, as approved by SAWS, authorizing the issuance of the Contract Revenue Bonds, and the trustee bank, or the holders of the Contract Revenue Bonds, shall be entitled to bring any suit, action, or proceeding against the Corporation or SAWS, as applicable, to the extent provided in the Corporation's resolution, as approved by SAWS, authorizing the issuance of the Contract Revenue Bonds, for the enforcement of this Contract, and it shall not be necessary in any such suit, action, or proceeding to make the Corporation a party thereto. Section 2.02. Monthl~Payments, As consideration for the services to be provided by each party to this Contract to the other parties to this Contract, each party agrees to pay the other parties as follows: A. Surplus Water. Subject to annual reconciliation as provided in Section 1.O1.E, SAWS agrees to pay the Corporation's monthly charges for Surplus Water based upon the rate established in Section 2.03.B for water actually measured by the meter in increments of thousand gallons at the Corporation's Point of Delivery less the SAWS Water. B. Contract Revenue Bonds. Beginning the month that the capitalized interest from the proceeds of the Contract Revenue Bonds is exhausted, SAWS shall make monthly payments to the Corporation in an amount equal to one-twelfth of the annual debt service payment on the Contract Revenue Bonds issued by the Corporation in accordance with Section 2.01 of this Contract and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds; provided, however, that the amount of the monthly payments may be adjusted by the Corporation to ensure that it has received from SAWS a sufficient amount of funds so that fire Corporation may pay the next semiannual debt service payment orr the Contract Revenue Bonds. SAWS agrees to make these monthly payments regardless of whether SAWS takes any water from the Corporation. The obligation of SAWS to make these monthly payments shall continue as long as the Contract Revenue Bonds issued by the Corporation or any SAWS approved refunding of those Contract Revenue Bonds remains 21 outstanding. To the extent any reserve fund or other fund mandated by the Corporation's resolution authorizing the issuance of the Contract Revenue Bonds needs to be supplemented by additional deposits, then SAWS unconditionally agrees to make such additional deposits as needed from time to time under the terms of the Contract Revenue Bonds at least one business day prior to the date such funds are required to be paid by the Corporation. Neither the Corporation nor the Cities shall have any obligation whatsoever to make any payments required by the Contract Revenue Bonds, except from payments made hereunder by SAWS to the Corporation. C. Emergency Water. The Corporation agrees to pay, from other lawfully available funds, the monthly charges of SAWS for Emergency Water based upon the rate as established in Section 2.03.C then in effect per thousand gallons times gallons actually measured by the meter at the Corporation's Point of Delivery measured in increments of thousand gallons. D. SAWS Water. SAWS agrees to pay the Corporation's monthly charges for treatment and transportation of SAWS Water based upon the annual adjusted rate as established in Section 2.03.A. SAWS shall notify the Corporation in writing on or before May 1 of each year during the term of this Contract of the amount of groundwater SAWS and its sources will be authorized by the GCUWCD to pump in the following calendar year (the "Annual Authorized Pumping Amount"). The Corporation's Operation and Maintenance charges, as defined in Section 2.03.D. of this Contract, shall be detennined annually by applying the annual adjusted rate to the Annual Authorized Pumping Amount less the Corporation's estimated Annual Water Loss as defined in Section 1.OS.A, regardless of the amount of untreated water that SAWS delivers to the Corporation for treatment and transportation. The Corporation's charges shall be assessed in twelve (12) equal monthly installments. The Corporation shall credit SAWS during the next calendar year for any water that the Corporation is unable to deliver because it does not satisfy the water quality requirements set forth in Section 1.11.B. This subsection does not apply to the armual debt service payments on the Contract Revenue Bonds and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds which SAWS unconditionally agrees to pay in monthly installments without demand by Corporation. Section 2.03. Rate. A. Rate Paid ~ SAWS for Treatment and Transportation of SAWS Water. The annual adjusted rate per thousand gallons paid by SAWS for treatment and transportation of SAWS Water shall equal the Corporation's cost per thousand gallons for Operation and Maintenance (excluding all water lease costs) and Used and Useful Facilities Debt Service, all as defined in subsection D below. This subsection A only relates to the determination of Operation and Maintenance Charges and does not relate in any way to the debt service on the Contract Revenue Bonds and the other customary 22 pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revemie Bonds. B. Rate Paid by SAWS for Surnlus Water. The annual rate paid by SAWS for the Surplus Water shall be the Corporation's rate per thousand gallons then in effect for water sold by the Corporation to the Cities. C. Rate Paid by Cornoration for Emergency Water. The annual rate per thousand gallons paid by the Corporation to SAWS for Emergency Water delivered to the Corporation from SAWS shall be the Corporation's rate per thousand gallons then in effect for water sold by the Corporation to the Cities. D. Definitions. For purposes of this Section: 1. "Water Treatment Plant" shall mean the Corporation's water treatment plant located at 2130 CR 127, Nixon, Texas. 2. "Facilities" shall mean the Corporation's water transportation infrastruchue connecting the Water Treatment Plant to the Corporation's Point of Delivery, together with related water storage tanks, pump stations, chlorination stations, electronic monitoring equipment, and transmission pipelines, and land, rights of way, and peirnits where Facilities may be located. "Used and Useful Facilities Debt Service" shall mean the Corporation's annual principal and interest payments to discharge debt incurred for construction, expansion, repair, or replacement of Facilities that are used and useful for the receipt, treatment, storage, pumping, and transport of SAWS Water, other than debt evidenced by the Contract Revenue Bonds, plus transfers to reserve funds as permitted or required by the applicable bond resolutions, and for debt service coverage in an amount not to exceed 150%. The parties specifically agree that the term shall include payments of $596,026 attributable to use of capacity in the existing Corporation pipeline fiom the Corporation's treatment plant to the Corporation's ground storage tank in Schertz, including existing pump stations and storage tank capacity. 4. "Operation and Maintenance" shall mean operation and maintenance in accordance with commonly accepted prudent public utility standards. Water lease costs will be excluded from Operation and Maintenance costs paid by SAWS for SAWS Water. Operation and Maintenance costs as currently anticipated by the parties are identified in the report entitled Schertz-Seguin Local Government Corporation 2010 Rate Study and Long-Term Financial Plan by Economists.com as updated December 27, 2010 which is incorporated by reference info this Contract, and both SAWS and the Corporation acknowledge receipt of the report. However, SAWS recognizes and acknowledges that the costs represented in the 23 report are intended only as a representative example and will not be considered definitive of costs required by prudent utility standards in the future. E. Assets Excluded from Cost. The Corporation's cost to SAWS under this Contract for treatment and transportation of SAWS Water shall not include debt service or debt service coverage on any bonds issued by Corporation to acquire land or interests in land used solely for the production of groundwater for the benefit of Corporation's customers, or capital outlays or royalty payments related thereto, or for construction of facilities owned by the Corporation or persons other than SAWS and used to produce groundwater and deliver the groundwater to the Corporation's treatment plant. The parties specifically agree that all costs incurred by the Corporation, whether for facilities debt service, operation and maintenance, or otherwise, associated with a second Corporation transmission pipeline from the Corporation's treatment plant to the Corporation's ground storage tank in Schertz, shall be excluded from cost hereunder. F. AWWA methodologies. All rates set by any party under this Contract shall be consistent with AWWA rate-making methodologies, except to the extent those methodologies maybe inconsistent with the express provisions of this section of the Contract. G. Annual Projected Volume. Each year on or before May 1, after SAWS exercises its Option corder Section 1.02 of this Contract, SAWS will notify the Corporation in writing of the amount of untreated SAWS Water that SAWS expects to deliver to the SAWS Point of Delivery for the following January 1 through December 31 time period and the total estimated amount of heated -water that SAWS plans to receive fi~om the Corporation. Each year on or before July 1, after SAWS exercises its Option, the Corporation shall provide written notice to SAWS of the adjusted rates for the following calendar year. The written notice shall include supporting information and documentation to enable SAWS to evaluate the basis for any adjustments. Within fourteen (14) days of receipt of the notice by SAWS, SAWS will notify the Corporation in writing of any objections to the proposed adjustments. Within fourteen (14) days of receipt by the Corporation of the written objections, the parties shall meet and attempt to resolve any objections by SAWS. This subsection G relates only to the determination of Operation and Maintenance Charges and does not relate in any way to the debt service on the Contract Revenue Bonds. H. Rate Adjustment. The Corporation will use its best efforts to adjust rates once per year effective beginning October 1, but the Corporation reserves the right to adjust rates from time to time and at any time the Corporation deems necessary to address costs that were not expected at the time the rates were set, such as an unexpected significant increases for electric power and chemicals, production, transport, or other fees assessed by local groundwater districts or the State, or water lease payments (applicable only to the Surplus Water). The Corporation will provide SAWS with as much notice of a rate change as may be practical under the circumstances. 24 Section 2.04. Due Date. Bills will be rendered by the 25'h day of the month for amounts due under this Contract by any party. The monthly charges shall be paid in full on or before the thirtieth (30"') calendar day after receipt. Section 2 O5. Other Charges. In the event any sales or use taxes, or taxes, assessments, production fees or charges of any similar nature are imposed by a federal, state, or local authority (other than a party to this Contract) on production, storing, delivering, gathering, impounding, taking, selling, using, or consuming the water received by a party to this Contract, the amount of tax, assessment, or charge shall be borne by that party, in addition to all other charges, and whenever a party shall be required to pay, collect, or remit any tax, assessment, or charge on water received by such party, then the obligated party shall promptly pay or reimbruse such party for the tax, assessment, or charge in the manner directed by such party. Section 2 06. Default in Payments. All amounts due and owing to a party to this Contract by another party to this Contract shall, if not paid when due, bear interest at the Texas post- judgment interest rate under Texas law from the date when due until paid, provided that such rate shall never be usurious or exceed the maximum rate as permitted by law as set forth in Chapter 1204, as amended, Texas Government Code. If any amount due and owing by one party to another party is placed with an attorney for collection, the party owing the amount shall pay to the other party, in addition to all other payments provided by this Contract, including interest, the other party's collection expenses, including court costs and attorneys' fees as may be order the court or tribunal. The party who is owed the money may, to the extent permitted by law, suspend delivery of water to the other party if the other party remains delinquent in any payments due hereunder for a period of sixty (60) days, and is not required to resume delivery of water while the party is so delinquent. Either party may pursue all legal remedies against the other party to enforce and protect the rights of the party under this Contract. Section 2.07. Pledge of Gross Revenue. Each party to this Contract represents and covenants to the other parties that all payments to be made by it under this Contract shall constitute reasonable and necessary."operating expenses" of its utility system, and that all such payments will be made from the gross revenues of its utility system. Each party represents and has determined that the water supply to be obtained from the other parties is absolutely necessary and essential to the present arrd future operation of its utility system, and, accordingly all payments required by this Contract to be made by the party shall constitute reasonable and necessary operating expenses of the party's utility system as described above with the effect that the obligation to make such payments from gross revenues of such utility system or systems shall have priority over any obligation to make any payments from such revenues, whether of principal, interest, or otherwise, with respect to all bonds heretofore or hereafter issued by the party. Each party agrees throughout the term of this Contract to continuously operate and maintain its utility system and to fix and collect such rates and charges for water services to be supplied by its utility system as will produce gross revenues in an amount equal to at least all of its payments under this Contract. A party to this Contract shall never have the right to demand payment by another patty of any obligations assrrmed by or imposed upon that party under or by virtue of this Contract fiom 25 any funds raised or to be raised by taxation, and a party's obligation under this Agreement shall never be construed to be a debt of the party of such kind as to require it under the Constitution and laws of the State to levy and collect an ad valorem tax to discharge such obligation. Section 2.08. Payment under Protest. If a party at any time disputes the amount to be paid by it to another party, the party shall nevertheless promptly make the disputed payment or payments, but if it is subsequently determined by agreement or court decision that the disputed amount paid by the party should have been less, or more, the other party shall promptly revise the monthly payment in a manner that the party, will recover the amount due within six (6) months. Section 2.09. Stipulations. By signing this Contract, each party stipulates and agrees that another party will be prejudiced if a party avoids the obligation to furnish water while accepting the benefits of payments, or avoids the obligation to pay the rates for water specified in this Contract while accepting the benefits of obtaining water, from the other party. Nothing in this Contract shall be construed as constituting an undertaking by a party to furnish water to another party except pursuant to the terms of this Conh~act. Section 2.10. Ri¢hts Reeardina Books and Records. The Corporation shall permit SAWS upon reasonable notice to examine and copy all the books and records kept by the Corporation regarding this Contract and the Corporation's Water System. hr addition, upon reasonable prior written notice to the Corporation, SAWS may conduct a complete audit of the books and records kept by the Corporation regarding this Contract and the Corporation's Water System as well as upon the information and documentation used to prepare the books and records. Any such audit shall be at SAWS' sole expense and shall be prepared by a certified public accounting firm. If the audit report discloses actual errors in the books and records such that the charges assessed to SAWS are in error then such error shall be corrected for the period up to four years after the erroneous charge was paid by SAWS and all payments reconciled over the subsequent twelve month period beginning with the Corporation's fiscal year. If the error identified in the audit is greater than the cost of the audit, the Corporation shall reimburse SAWS the cost of the audit. ARTICLE III TERM OF CONTRACT AND REMEDIES Section 3.01. Tenn. This Contract shall be effective on January 1, 2011 (the "Effective Date"), and shall continue in effect for a period of forty years fiom the Effective Date and for so long thereafter as the Corporation may have Contract Revenue Bonds, or refunding bonds, outstanding that were issued for the exclusive purpose of financing or refinancing the construction of the Expansion. Section 3.02. Renewal. This Contract will automatically renew for successive terms of five (5) years after the expiration of the term set forth in Section 3.01 unless the Corporation, SAWS, Schertz or Seguin gives written notice that the party issuing the notice objects to the 26 renewal of this Contract. The notice of the objection to renewal must be given at least three (3) years prior to the termination date of this Contract. Section 3 03 Termination by SAWS. SAWS may terminate this Contract at any time prior to exercising its Option described in Section 1.02 by providing written notice to the Corporation. However, if SAWS exercises its option by authorizing the Corporation to issue Contract Revenue Bonds, SAWS may not terminate this Contract for any reason until the Contract Revenue Bonds and any SAWS-approved refunding bonds are paid in full or a procedure is mutually agreed upon that provides for the full payment of the Contract Revenue Bonds and any SAWS-approved refunding bonds, and the other customary pecuniary obligations set forth in the Corporation's resolution approved by SAWS authorizing the issuance of the Contract Revenue Bonds without adverse impacts upon the holders of the Contract Revenue Bonds or SAWS-approved refunding bonds. Whether or not SAWS elects to exercise the Option described in Section 1.02, the rights and obligations of the parties with regard to Surplus Water as described in Section 1.01 shall continue in full force and effect unless and until this Contract is terminated. Section 3 04 Oblieations Upon Termination of Contract. Upon termination of this Contract, no party will haue any obligation to another party except each party will: A. Remove its facilities from property owned or controlled by the other party. B. Pay or reimburse the other party all amounts that may be due upon the date of termination. SAWS acknowledges that the facilities, equipment, and improvements made to Corporation's Water System pursuant to this Contract belong entirely to the Corporation, and SAWS has no right or obligation to remove any such facilities, equipment, or improvements. Section 3.05. Remedies. Recognizing that failure in the performance of any party's obligations hereunder could not be adequately compensated in money damages alone, each party agrees in the event of any default on its part that each party shall have available to it the equitable remedy of mandamus and/or specific performance, but not termination as long as the Contract Revenue Bonds, or any refunding of the Contract Revenue Bonds, is outstanding. It is the' intent of the parties to this Contract that any default shall be subject to the remedy of specific performance and/or mandamus to the extent that specific performance and/or mandamus is possible under the existing circumstances. The remedy of specific performance and/or mandamus shall be first requested by either party in the event of default by the other party. However, if, despite SAWS' request for specific performance or mandamus, a court determines that the Corporation has breached this Conhact by failing to deliver treated water as required hereunder, but the court declines to order specific performance as a remedy, the aggregate damages available to SAWS shall be limited to recovery of a sum equal to the balarrce of the debt service payments on the Contract Revenue Bonds then outstanding plus the depreciated value at the time of default of the SAWS pump station, pipeline and related conveyance facilities connecting the Corporation's Point of Delivery to the SAWS Pump Station located near the 27 intersection of Nacogdoches Road and O'Connor Road in San Antonio. SAWS will not be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any claims against the Corporation, including damages for lost revenues, income, or profits. If a court determines that SAWS has breached this Contract, but the court declines to order specific performance as a remedy, the damages available to the Corporation shall be limited to recovery of a sum equal to the balance of the debt service payments on, and other pecuniary obligations relating to, the Contract Revenue Bonds then outstanding. In either event, the prevailing party may recover court costs, attorneys' fees, and witness fees. If the Expansion is not substantially completed by the Corporation due to its negligence before the capitalized interest on the Contract Revenue Bonds and proceeds from the builders risk insurance, if any, are exhausted, and SAWS must begin to make payments to the Corporation under Section 2.02.B, then the Corporation shall be liable to SAWS for those payments made prior to the substantial completion of the Expansion, unless SAWS chooses to exercise its rights to assume the construction contracts, in which case the Corporation shall not be liable to SAWS. Section 3.06. Use of Expansion by Corporation. Notwithstanding any other provision of this Contract, in the event that SAWS is unable for any reason to deliver water to the Corporation for treatment and the Corporation utilizes the Expansion to treat water for itself or other parties, the Corporation shall reimburse SAWS for payments under Section 2.02.B made by SAWS to the Corporation. The Corporation's reimbursement payments shall be made on the same terms and conditions as payments from SAWS to the Corporation under this Contract. In no event shall Corporation's obligation to reimburse SAWS exceed the amount of revenue received by the Corporation for the use of the Expansion. Section 3.07. Default -Notice and Opporiunity to Cure. If any party fails to perform any obligation or make any payment in the required amount when due under this Contract (except for SAWS' payment obligations set forth in Section 2.01 and 2.02.B), the other parties may, without prejudice to any other right or remedy it may have under this Contract, provide written notice of default to the non-performing party. The non-performing party has sixty (60) days fiom receipt of the notice within which to remedy the default (the "Cure Period"). Provided, however, the Corporation may reduce delivery of treated water to SAWS to reflect any and all reductions in SAWS' delivery of untreated water to the Corporation without the need for notice and providing an opportunity for cure. Provided, however, the requirement for notice and the sixty (60) day opportunity to cure does not apply to SAWS' obligations to pay the Corporation for Contract Revenue Bonds or for water delivered to SAWS under this Contract and the amount due the Corporation shall be paid by SAWS by the due date specified in Section 2.04 of this Contract. Section 3.08. Mediation. In the event any controversy arising under this Contract (other than a controversy arising from payments under Section 2.01 or Section 2.02.B. of this Contract or for rates charged under this Contract) is not resolved by informal negotiations between the 28 Corporation and SAWS within thirty (30) days after any party requests negotiations, then, upon the request of any party, the controversy shall be referred to the voluntary settlement procedure known as mediation, which process shall be governed by the Texas Civi] Practice and Remedies Code, Section 154.002, et seq., or its successor statute. The parties shall attempt to select a mutually acceptable mediator. Failing identification of a mutually acceptable mediator, the parties shall request the presiding judge of the State District Courts of Travis County, Texas, to appoint a mediator. The mediation process shall continue until the controversy is resolved, the mediator makes a fmding that there is no possibility of settlement through mediation, or either party chooses not to continue further. All costs and expenses of the mediation (including the mediator's fees) shall be shared equally by the parties involved in the mediation; provided however, that costs incurred by each party shall be costs solely of such party, but the Corporation's costs and expenses relating to such mediation shall be included as a system-wide cost within the Corporation's operation and maintenance expense. ARTICLE IV METERING AND MEASUREMENT Section 4.01. Unit of Measurement. The unit of measurement for water delivered hereunder shall be 1,000 gallons of water, U. S. Standard Liquid Measure. Section 4 02. Measuring_Equipment. Irr accordance with Sections 1.08 and 1.09 of this Contract, the each party shall furnish, and install at least one water meter of standard type for measuring properly the quantity of water delivered under this Contract (the "delivery meter or meters"). Such meter and other equipment so installed shall remain the property of the party installing the meter. The other parties shall have access to such metering equipment at all reasonable times, but the reading, calibration, and adjustment thereof shall be done only by the employees or agents of the party that owns the meter. For the purpose of this Contract. the original record or reading of the meter or meters shall be the joumal or other record book of the party installing the meter in its office in which the records of the employees or agents of the party who take readings are or maybe transcribed. Upon written request of another party, the party owning the meter will give the other party a copy of such journal or record book, or permit the other party to have access to the same in the office of the party during reasonable business hours. Each party at the party's expense shall annually test its meter(s) at the point of delivery, if requested in writing by another other party to do so, in the presence of a representative of the other party, and the parties shalljointly observe any adjustments which are made to the meters in case any adjustments shall be necessary, and if the check meters hereinafter provided for have been installed by the party, the same shall also be calibrated by the party in the presence of a representative of the other party and the parties shall jointly observe any adjustment in case any adjustment is necessary. The party will provide to the other parties a copy of the meter calibration test to the party for its sanitary inspection reports. If the party shall in writing request another party to calibrate its meters and the other patty shall give the party notice of the time when any such calibration is to be made and a representative of the party is not present at the 29 time set, the other party may proceed with calibration and adjustment in the absence of any representative of the party. If any party at any time observes a variation between the delivery meter or meters and the check meter or meters, if any such check meter or meters shall be installed, such party will promptly notify the other parties, and the parties hereto shall then cooperate to procure an immediate calibration test and joint observation of any adjustment and the said meter or meters shall then be adjusted to accuracy. Each party shall give the other party forty- eight (48) hours' notice of the time of all tests of meters so that the other parties may conveniently have a representative present. If upon airy test, the percentage of inaccuracy of any metering equipment is found to be in excess of accuracy limits as established in AW WA Manual 6 -Testing of Meters, registration thereof shall be corrected for a period extending back to the time when such inaccuracy began, if such time is ascertainable, and if such time is not ascertainable, then for a period extending back one -half (%Z) of the time elapsed since the last date of calibration. If for any reason any meters are out of service or out of repair so that the amount of water delivered cannot be ascertained or computed from the reading thereof, the water delivered during the period such meters are out of service or out of repair shall be estimated and agreed upon by the parties hereto upon the basis of the best data available. For such purpose, the best data available shall be deemed to be the registration of any check meter or• meters if the same have been installed and are accurately registering. Otherwise the amount of water delivered during such period may be estimated (i) by conecting the error if the percentage of the error is ascertainable by calibration tests or mathematical calculation, or (ii) by estimating the quantity of delivery by deliveries during the preceding periods under similar conditions when the meter or meters were registering accwately. Each party may, at the party's option and expense, install and operate a check meter to check each meter installed by another party, but the measurement of water for the purpose of this Contract shall be solely by the party's meters, except in the cases hereinabove specifically provided to the contrary. All such check meters shall be of standard make and shall be subject at all reasonable times to inspection and examination by any employee or agent of the other party, but the reading, calibration and adjustment thereof shall be made only by the party who owns the meter. During any period when a check meter may be used under the provisions hereof for measuring the amount of water delivered, in which case the reading, calibration and adjustment thereof shall be made by the party with representation from the other party. If a party requests another party to test the other party's meter, either more fi~equently than once every year required by this section or because the other party's meter and the party's check meter show different readings, the party requesting the test will pay the cost of the test if the test shows that the meter is within the accuracy limits as established in AWWA Manual 6 - Testing of Meters (within two percent registration), but if the test shows that the meter is not accurate (in excess of accuracy limits as established in AWWA Manual 6 -Testing of Meters), then the other party will pay the costs for conducting the test. 30 ARTICLE V INTERPRETATIONS AND CORPORATION BONDS Section 5 Ol. hrterpretation. The table of contents and caption headings of this Contract are for reference purposes only and shall not affect its interpretation in any respect. Unless the context otherwise requires, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa. This Contract and all the terms and provisions shall be liberally construed to effectuate the purpose set forth herein and to sustain the validity of this Contract. Section 5 02 Schertz Seguin SAWS and Corooration Bonds. Each party expressly acknowledges, agrees, and warrants that it will take no action to adversely affect the tax-exempt status of the tax-exempt bonds or other obligations of another party hereto. Each party hereto acknowledges that any SAWS bonds or other obligations are issued by the City Council of the City of San Antonio, Texas. Section S 03 Subordination of Cities' Rights. Under the Corporation/City Conhacts, Schertz and Soguin each have a right to receive fifty percent (50%) of the water produced by the Corporation. Subject to the terms and conditions of this Contract, including but not limited to Section 1.O1C, Schertz and Seguin each subordinate their right to receive water in equal amounts from the Corporation so that the Corporation may supply water to SAWS in accordance with this Contract. Schertz and Seguin shall both remain unconditionally obligated to pay the Corporation the amount due under the Corporation/City Conhacts, but the Corporation, Schertz and Seguin acknowledge and agree that the amounts payable by Schertz and Seguin to the Corporation (except for payments due on any Contract Revenue Bonds) shall be reduced by the Corporation's actual receipt of the amounts paid by SAWS under this Contract, so as between the Corporation, Schertz and Seguin and for the purposes of Section 3.01 of the Corporation/City Contracts, the amounts paid by SAWS to the Corporation shall be considered to be proportionate payments of the Annual Payments required to be paid by Schertz and Seguin under the CorporationlCity Contract. ARTICLE VI GENERAL PROVISIONS Section 6 Ol Participation by the Parties. Each party to this Contract represents to the others that it is empowered bylaw to execute this Contract and other agreements and documents as are or may hereafter be required to accomplish the same; and that its execution of this Contract has been duly authorized by action of its govenring body. Section 6.02. Force Majeure. If by reason of Force Majeure any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Contract, other than the obligation of SAWS to make the payments required under this Contract with respect to any payment obligation on Contract Revenue Bonds, then if such party shall give notice and full particulars of such Force Majeure in writing to the other parties within a reasonable time after the 31 occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Texas, or regulatory restrictions by a groundwater district, any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, foes, hurricanes, tornados, blue northers, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply, inability on the part of the Corporation to deliver water for any reason, or on account of any other causes not reasonably within the conhol of the party claiming such inability. Section 6.03. Modification. No change, amendment, or modification of this Contract shall be made or be effective that will affect adversely the prompt payment when due of all money required to be paid by a party under the terms of this Contract. Section 6.04. Addresses and Notice. Unless otherwise provided herein, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made, or accepted by any party to the other parties must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otheitivise stated herein, from and after the expiration of three days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: If to the Corporation: General Manager SchertzJSeguin Local Government Corporation P.O. Box 833/600 River Drive West Seguin, Texas 78156-0833 If to the SAWS: President/ChiefExecotive Officer San Antonio Water System P.O. Box 2449/2800 U.S. Hwy. 281 North San Antonio, Texas 78298 If to the Cities: 32 City Manager City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 City Manager City of Seguin, Texas 210 East Gonzales Seguin, Texas 78155 The Corporation, SAWS and the Cities shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least five (5) days' written notice to the other parties. Section 6 O5. State or Federal Laws, Rules, Orders, or ReQUlations. This Contract is subject to all applicable federal and State laws and any applicable permits, ordinances, rules, orders, and regulations of any local, state, or federal governmental authority having or asserting jurisdiction but nothing contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule, or regulation in any forum having jurisdiction. Each party represents that, to the best of its knowledge, no provisions of any applicable federal or State ]aw, nor any permit, ordinance, rule, order, or regulation of either party will limit or restrict the ability of either party to carry out their respective obligations under or contemplated by this Contract. Section 6.06. Severability. The parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses, or words of this Conh•act or the application of such sections, subsections, provisions, clauses, or words to any situation or circumstance should be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or constitutions of the State or the United States of America, or in contravention of any such laws or constitutions, such invalidity, unconstitutionality, or contravention shall not affect any other sections, subsections, provisions, clauses, or words of this Contract or the application of such actions, subsections, provisions, clauses, or words to any other situation or circumstance, and it is intended that this Contract shall be severable and shall be constmed and applied as if any such invalid or unconstitutional section, subsection, provision, clause, or word had not been included herein, and the rights and obligations of the parties hereto shall be construed and remain in force accordingly. Section 6.07. Waiver. Notwithstanding anything to the contrary contained in this Contract, any right or remedy or any default hereunder, except the right of a party to receive the payments from another party, which shall never be determined to be waived, shall be deemed to be conclusively waived unless asserted by a proper proceeding at law or in equity within four (4) years after the occurrence of such default. No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto or of the performance by any other party of any duty or obligation hereunder shall be deemed a waiver thereof in the future, nor shall any such waiver or 33 waivers be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, character or description, under any circumstances. Section 6.08. Venue. A]1 amounts due to the Corporation from SAWS under this Contract, including, but not limited to, payments due under this Contract, shall be paid and be due in Guadalupe County, Texas, which is the County in which the principal administrative offices of the Corporation are located. All amounts due to SAWS from the Corporation under this Contract, including, but not limited to, payments due under this Conhact, shall be paid and be due in Bexar County, Texas, which is the County in which the principal administrative offices of SAWS are located. It is specifically agreed among the parties to this Contract that in the event that any legal proceeding is brought to enforce this Contract or any provision hereof, the same shall be brought in Travis County, Texas. Section 6 09 Succession and Assi~unent. This Contract is binding on and inures to the benefit of the parties hereto and their respective successors, representatives, and assigns. This Contract may not be assigned by any party hereto without prior written notice to and approval by the other parties, which consent may be withheld without cause. The provisions of this Section do not affect the assignment of the Corporation's rights under this Contract to the hustee bank for the Contract Revenue Bonds. Section 6.10. Entire Contract. This Contract constitutes the entire agreement among the parties with respect to the matters described herein. Section 611. Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State, and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without reference to the laws of any other state orjurisdiction, except for applicable federal laws, rules, and regulations. Section 6.12. Counterparts. This Contract may be executed in counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. Section 6 13 Officers and Agents. No officer or agent of the parties is authorized to waive or modify any provision of the Contract. No modifications to or rescission of this Contract may be made except by a written documents signed by the parties' authorized representatives. Section 6.14. Recitals. The parties agree that the recitals in this Contract are true and conect and are incorporated into the terms of this Contract. Section 6 15 Aonroval by Parties. Attached as Exhibit E are the official actions of Schertz, Seguin and the Corporation evidencing approval of and consent to this Contract as required by the terms of the Corporation/City Contracts. Section 6.16. Condition Precedents. The Corporation's obligations under this Contract are contingent upon approval of this Contract by the Corporation, Schertz, and Seguin. 34 Section 6.17. Goods and Services. The parties agree that the mutual commitments stated in this Contract to provide water, emergency water service, water treatment services, and funding for utility system improvements constitute an agreement by each party for providing goods and services to the other parties, and that this Contract is subject to Chapter 271, Subchapter I, of the Texas Local Government Code. Section 6 18 No Third Party Beneficiary No Partnership. This Contract is not intended to confer any rights, privileges or causes of action upon any third party other than the Cities, the Corporation, and SAWS. The relationship of the parties under this Contract is not and shall not be construed or interpreted to be a partnership,joint venture or agency. The relationship of the parties shall be an independent contractor relationship. No party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on another party. Section 6.19. Continuin>? Disclosure of Information. Defmitions. As used in this Section, the following terms have the meanings ascribed to such terms below: Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. The Contract Revenue Bonds will likely be publically offered, and SAWS agrees to comply with the continuing disclosure requirements set forth in the SEC Rule relating to the Contract Revenue Bonds in the time, form, and manner set forth in the Corporation's resolution as approved by SAWS authorizing the issuance of the Conhact Revenue Bonds. IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this Contractoo be duly executed as of the Effective Date. 35 SCHERTZ/SEGUIN LOCAL GOVERNMENT CORPO~R~A~T~ION G' By: ti3~'Y ~~F~/!/~~ President, Board of Directors /Atte~_ ~. 1~~~-,r-~-.'.. Secretary, Board of Dire tors ~.. pAULINE VILLAGRA S '","' °`~%•• , State of Taxas 4 °'•~ ;~ _ Notary Public 1R My Commission Expires ~+ ~ August 20, 2012 ,,_„~ Attesf: /// ~J/~ ~iiAlnt~ l/,t.LL __ -z A r City Secretary Attest: ~~Q ~/1 City Secretary SAN ANTO O/WATER YSTEM By; llj~~ Robert R. Puente President/CluefExecutfve Officer CITY OF SCHERTZ, TEXAS By: City Manage CITY OF SEGUIN, TEXAS By: ~~~~ ~~'~~. City anager 36 Exhibits: Exhibit A - hnprovements Known as of the Effective Date and Estimated Costs (Section 1.04.A) Exhibit B -Facility Site in Schertz (Section 1.04.C.2) Exhibit C -Pump Station Site (Section 1.04.C.4) Exhibit D -Agreements and Insurance (Section 1.06.C) Exhibit E -Official Actions (Section 6.15) 37 EXHIBIT A Improvements Known as of the Effective Date and Estimated Costs (Section 1.04.A) Improvement Facility Estimated Cost Water Treatment Plant Expansion $8,500,000 Water Treatment Plant High Service Pump Station Expansion $1,400,000 Water Treatment Plant Chemical Feed Modifications/Expansions $1,200,000 Mid-line Booster Pump Station Improvements/Expansion $3,400,000 SCADA Expansion $220,000 SAWS Point of Delivery at Water Treatment Plant Expansion* $90,000 Corporation Point of Delivery in Schertz* 120 000 TOTAL ESTIMATED COST FOR EXPANSION IMPROVEMENTS** $14,930,000 * Points of Delivery are on the Corporation's property ** Total cosi does not include cost of capitalized interest during construction NOTE: The actual improvements will not be known until the preliminary engineering report described in the Contract is completed and actual cost of the improvements will not be known until bids from contractors are received. 38 City of Schertz Olher Owner ,may, o o.,ze o.zs os EXHIBIT B ,1' M'ie6 Facility Site in Schertz (Section 1.04.C.2) ~' 39 Exhibit "D" Agreements and Insurance (Section 1.06.C) 1. Commercial Insurance Snecificatlons: a. Commencing on the date of this Contract, the CONTRACTOR shall, at his own expense, purchase, maintain and keep in force such lines of insurance coverage as will protect him and the Schertz~Seguin Local Government Corporation ("the CORPORATION") and their employees and agents from claims, which may arise out of or result from his operations under this Contract, whether such operations are by himself, by any Sub-contractor, supplier or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable, including, without limitation, the following lines of insurance coverage: 1) Workers' Compensation (WC) insurance that will protect the CONTRACTOR and the CORPORATION from claims under statutory Workers' Compensation laws, disability laws or such other employee benefit laws and that will fulfill the requirements of the jurisdiction in which the work is to be performed. The minimum policy limits of liability for this line of insurance coverage shall be statutory limits. This line of insurance coverage shall be endorsed to provide a Waiver of Subrogation in favor of the CORPORATION with respect to both this line of insurance coverage and the Employers' Liability (EL) insurance (as specified immediately below in section 1.a.2)). 2) Employers' Liability (EL) insurance (Part 2 under a standard Workers' Compensation policy) that will protect the CONTRACTOR and the CORPORATION for damages because of bodily injury, sickness, disease of vendor's employees apart from that imposed by Workers' Compensation laws. This line of insurance coverage shall have minimum policy limits of liability of not less than: $ 1,000,000.00 Bodily Injury by Accident 1,000,000.00 Bodily Injury byDisease -Bach Employee 1,000,000.00 Bodily Injury by Disease -Policy Limit 3) Commercial General Liability (CGL) insurance that will protect the CONTRACTOR and the CORPORATION from claims for damages because of bodily injury, personal injury, sickness, disease or death and insurance that will protect the CONTRACTOR and the CORPORATION from claims for damages to or destruction of tangible property of others, including loss of use thereof. 40 This line of insurance coverage shall: Cover independent contractors; • Not include any exclusions relating to blasting, explosion, collapse of buildings or damage to underground property; Afford coverage for Products Liability and/or Completed Operations and, Contractual Liability. The minimum policy limits of liability for this line of insurance coverage shall be: $ 1,000,000.00 Occurrence Limit 2,000,000.00 General Aggregate 2,000,000.00 Products/Completed Operations Aggregate 1,000,000.00 Personal and Advertising Injury 1,000,000.00 Contractual Liability This line of insurance coverage shall be endorsed: • Naming the CORPORATION as an Additioual Insured; and To provide a Waiver of Subrogation in favor of the CORPORATION. Commer•cial/Business Automobile Liability (AL) insurance that will protect the CONTRACTOR and the CORPORATION from claims for damages arising out of the maintenance, operation, or use of any owned, non-owned or hired vehicles. Minimum policy limits of liability for this line of insurance coverage for bodily injury and property damage combined shall be not less than $1,000,000.00 per each occurrence, This line of insurance coverage shall be endorsed: • Naming the CORPORATION as an Additioual Insured; and • To provide a Waiver of Subrogation in favor of the CORPORATION. 5) Excess/Umbrella Liability (UL) insurance in the amount of $2,000,000.00. This policy shall be of an "Occurrence" type and the limit of liability shall be concurrent with (following form) and in excess of the EL, CGL, and AL lines of insurance coverage as described iu paragraphs 1.a.2); 1.a.3), and 1.a.4) listed above. 41 NOTE -For the ExcesslUmbrella Liability policy, describe in the Description of Operations section of the Certificate of Liability Insurance ("Certificate"), the coverage form under which this line ofcoverage iswritten -either: • Umbrella form; or • Other Than Umbrella form. 6) Contractor's Pollution Liability Insurance with limits of $2,000,000 per claimloccurrence!$2,000,000 in the aggregate. The policy shall provide either a "claims made" or• an occurrence based coverage for all claims, liabilities, damages, costs, fees, and expenses of any kind or character arising out of any Pollution Condition(s) (as defined below) that is in any way related to CONTRACTOR'S operations, actions or inactions, and completed operations associated with any work performed by CONTRACTOR, its subcontractors, or any of their respective employees, agents, representatives, or officers under this Contract. If the Policy is "claims made" based, coverage must be maintained for a minimum of twenty- four (24) months after the date that a Certificate of Completion is issued, or if the Contract is terminated for any reason, for a minimum of twenty-four (24) months following the date of termination. The "claims made" policy retroactive date will be no later than the Contract date or the project commencement date, whichever is earliest. Pollution Condition(s) means the discharge, dispersal, release or escape of any solid, liquid, gaseous or thermal irritant or contaminant, including, but not limited to, smoke, sewage, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste and waste materials into or upon land, the atmosphere or any watercourse or body of water, including groundwater, provided such conditions are not naturally present in the environment in the amounts or concentrations discovered. The Contractor's Pollution Liability Insurance will pay on behalf of the CONTRACTOR and the CORPORATION all claims, demands, damages, liabilities, costs, fees, and expenses of any kind or character for bodily injury or death, property damage, environmental or natural resource damage, and any fines, fees, assessments or penalties of any kind assessed by any governmental department, agency or commission that result from or are related to a Pollution Condition(s). Coverage will include all subcontractors hired by CONTRACTOR to perform any work on the Project or under this Contract. The policy shall also include the following provisions: a) Coverage for bodily injury to include physical injury, sickness, disease, mental anguish acrd emotional distress sustained by any person, including death; 42 b) All costs that are related to or that arise out of or from the investigation or adjustment of any claim or in connection with any court, arbitration, mediation, state administrative hearing, or other proceeding of any kind, including attorneys fees, expert witness fees, costs, charges and expenses of any kind or character, that arise out of or that are related to a Pollution Condition(s); c) Coverage shall be Primary and in addition to any other valid and collectible insurance carried by the CORPORATION and the City of San Antonio as respects to this Contract; d) Coverage for Natural Resource Damages and any fines, fees penalties or assessments by any governmental agency, commission or department related to any Pollution Condition(s); e) Insured versus Insured exclusion, if found in the policy, shall not apply to a claim by an Insured who qualifies as a Client of the Named Insured under the policy; f) If Non-Owned Disposal sites are used for disposal of wastes, these sites shall be specifically included under the Contractors Pollution Liability Insurance policy; and g) Coverage for punitive, exemplary, and multiple damages. CommercialBusiness Automobile Liability policy of CONTRACTOR hauling excavated spoil shall either be endorsed to provide coverage under the CA9948 endorsement or the Contractor's Pollution Liability Insurance policy shall be endorsed to provide transportation coverage beyond the boundaries of the job site. NOTE -For the Contractor's Pollution Liability, declare on the Certificate of Liability Insurance ("Certificate") the coverage form under which this line of insurance is written - either: a) Claims-made form - if the coverage form declared on the Certificate is the Claims-made form, also include on the Certificate the "Retra-date" when this line of coverage was first written or started; or b) Occurrence basis - no additional wording required. b. CONTRACTOR shall require all Sub-contractors to carry lines of insurance coverage appropriate to their scope of Work. c. CONTRACTOR agrees that with respect to the above required lines of insurance, all insurance policies are to contain or be endorsed to the extent, not inconsistent with the requirements of the issuing insurance carrier, to provide for an endorsement that the "other insurance" clause shall not apply where the CORPORATION is an Additional Insured shown on the policy if such endorserent is permitted by law and regulations. 43 d. CONTRACTOR shall, upon request of the CORPORATION, provide copies of all insurance policies and endorsements required under Contract. e. CONTRACTOR is responsible for the deductibles under all lines of insurance coverage required by these Specifications. The stated policy limits of each line of insurance coverage required by these Specifications are MINIMUM ONLY and it shall be the CONTRACTOR's responsibility to determine what policy limits az~e adequate and the length of time each line of insurance coverage shall be maintained; insurance policy limits are not a limit of the CONTRACTOR'S liability. g. These minimum limits of insurance coverage maybe either basic policy limits of the WC/ EL, CGL and AL or any combination of basic limits or umbrella limits. h. The CORPORATION'S acceptance of Certificate(s) of Liability Insurance that in any respect, do not comply with these Specifications does not release the CONTRACTOR from compliance herewith. i. Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, the CONTRACTOR shall provide a replacement Certificate of Liability Insurance and applicable endorsements to the CORPORATION. The CORPORATION shall have the option to suspend the CONTRACTOR'S performance should there be a lapse in coverage at any time during this Contract. j. Failure to provide and to maintain the required lines of insurance coverage shall constitute a material breach of this contract. k. In addition to any other remedies the CORPORATION may have upon the CONTRACTOR'S failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the CORPORATION shall have the right to order the CONTRACTOR to stop performing services hereunder and/or withhold any payment(s) which become due to the CONTRACTOR hereunder until the CONTRACTOR demonstrates compliance with the specifications lrereof. Nothing herein contained shall be construed as limiting in any way the extent to which the CONTRACTOR may be held responsible for payments of damages to persons or property resulting from the CONTRACTOR 's or its Sub-contractor's performance of the services covered under this Contract. m. It is agreed that the CONTRACTOR'S insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the CORPORATION, the City and their employees and agents for liability arising out of operations under this Contract. n. CONTRACTOR agrees that all lines of insurance coverage required by these Specifications shall be with insurance companies, firms or entities that have an A.M. Best rating of "A- ("A"- minus)" and a Phrancial Size Category of a "VII" or better. All lines of insurance coverage shall be of an "Occurrence" type except for the Contractor's Pollution Liability line of insurance coverage. 44 The CORPORATION will accept worker's compensation coverage written by the Texas Workers Compensation Insurance Fund. o. The CORPORATION reserves the right to review the above stated insurance specifications during the effective period of this Contract and any extension or renewal hereof and to request modiftcation of lines of insurance coverage and their respective liability limits when deemed necessary and prudent by the CORPORATION based upon changes in statutory law, court decisions, or circumstances surrounding this Contract. In no instance will the CORPORATION allow modification whereupon the CORPORATION may incur increased risk exposure. 2. Certificate(s) of Liabili Insurance ("Certificate") Requirements Prior to the commencement of any work under this Contract and once notified by the CORPORATION that your Company has been selected as the apparent, lowest responsive Bidder, pending Board final approval, and you will be requested to submit your Company's Certificate(s) of Liability Insurance, that Certificate(s) must meet all of the following requirements: a. The CONTRACTOR shall have completed by its insurance agent(s), a Certificate(s) providing evidence of the lines of insurance coverage pursuant to Section l.a.l) through 1.a.6) listed above. b. The original Certificate(s) or form must include the agent's original signature, including the signer's company affiliation, mailing address, Office and FAX phone numbers, email address, and contact person's name; and, be mailed, with copies of all applicable endorsements, directly from the insurer's authorized representative in strictly compliance with sections 2.g. (Certificate Holder) and 2.h. (Distribution of Completed Certificates) below. c. The CORPORATION will not accept Mernorandum of Insurance or Binders as proof of insurance. d. The CORPORATION shall have no duty to pay or perform under this Agreement until such certificate(s) and endorsements have been received, reviewed and deemed 100% compliant with the CORPORATION's Bid document Insurance Specifications by the CORPORATION. No one other than the CORPORATION shall have authority to waive any part of this requirement. e. The CORPORATION Bid number(s) and the Bid name shall be included in the Description of Operations section located in the bottom half of the standard ACORD Certificate of Liability Insurance forms. f. Certificate Holder -The CORPORATION shall be shown as the Certificate Holder in the Certificate Holder section located in the bottom half of the standard ACORD Certificate of Liability Insurance forms styled in the following manner: 45 The Corporation P.O. Box 833/600 River Drive West Seguin, Texas 78156-0833 g. Distribution of Completed Certificates -Completed Certificate(s) of Liability Insurance shall be distributed by the CONTRACTOR within 5 days after receipt of written confirmation of being notified as the lowest, responsive Bidder pending final CORPORATION approval, as follows: 1) Send Original to: The Corporation P.O. Box 833/600 River Drive West Seguin, Texas 78156-0833 2) Send Copy by mail to: San Antonio Water System Attention: Project Engineer- Water Supply Projects P.O. Box 2449 San Antonio, TX 78298-2449 h. CONTRACTOR shall be responsible for obtaining Certificates of Liability Insurance fiom the first tier Sub-conhactor, and upon request furnish copies to the CORPORATION. 3. SURVIVAL Any and all representations, conditions and warranties made by CONTRACTOR under this Contract including, without limitation, the provisions of Section 1.a.2), 1.a.3) and 1.a.4) of these Insurance Specifications are of the essence of this Contract and shall survive the execution and delivery of it, and all statements contained in any document required by the CORPORATION whether delivered at the time of the execution, or at a later date, shall constitute representations and warranties hereunder. 4. PERFORMANCE BOND a. Definition: The security furnished by the Contractor through the Surety in the full amount of the Contract Sum as a guaranty that the Work will be faithfully performed and completed and that the 46 Owner will be saved harmless from all costs and damages which the Owner may suffer by reason of the Contractor's default or failure to perform the Work. If the contract amount does not exceed $25,000, a Performance Bond is not required. b. CONTRACTOR shall furnish Performance Bond in favor of CORPORATION in an amount equal to 100% of the total construction cost under this Contract. Total construction costs are defined as the entire cost of materials and their installation, and include, but are not limited to, the cost of labor, equiprnent, supplies, materials and additional construction costs. The Performance Bond shall: (1) guarantee the completion of the entire construction herein identified in conformity with the Plans and Specification approved by CORPORATION, and (2) guarantee the work against defects in workmanship and materials for a period of twenty four (24) months after acceptance of the work by the CORPORATION. The bond shall have corporate Sureties that are licensed to conduct business in Texas. The contractor agrees that the following shall apply to bonds provided by a surety: If any bond is in an amount in excess of 10 percent of the surety company's capital and surplus, the CORPORATION shall require, as a condition to accepting the bond, written certification that the surety company has reinsured the portion of the risk that exceeds 10 percent of the surety company's capital and surplus with one or more reinsurers who are duly authorized, accredited, or trusted to do business in this state. The amount reinsured by any reinsurer may not exceed 10 percent of the reinsurer's capital and surplus. If the amount of the bond exceeds $100,000, the surety must also: (1) hold a certificate of authority fiom the United States secretary of the treasury to qualify as a surety on obligations permitted or required under federal law; or (2) have obtained reinsurance for any liability in excess of $100,000 from a reinsurer that is authorized and admitted as a reinsurer in this state and is the holder of a certificate of authority from the United States secretary of the treasury to qualify as a surety or reinsurer on obligations permitted or required under federal law. c. If the surety on any bond furnished by the CONTRACTOR to the CORPORATION is declared bankrupt or becomes insolvent, or has its right to do business revoked in the State of Texas, then the CONTRACTOR will have ten 10 days to substitute another bond and surety therefore which shall be acceptable to SAWS and which shall be at the expense of the CONTRACTOR. 47 CERTIFICATE OF SECRETARY THE STATE OF TEXAS COUNTY OF GUADALUPE I, the undersigned, Secretary for the Schertz/Seguin Local Government Corporation (the "Corporation") do hereby certify as follows: 1. That on the 13~h day of January 2011, a regular meeting of the Board of Directors was held at its regular meeting place in Schertz, Texas; the duly constituted members of the board of directors being as follows: Ken Greenwald, President Robin Dwyer, Vice President Patricia Ramirez, Secretary Andrew Koenig, Treasurer Jim Wolverton, Director Hon. Betty Ann Matthies, Ex-Officio Hon. Hal Baldwin, Ex-Officio and all ~~id persons were present at said meeting, except Among other business considered at said meeting, the following motion was made "Move to approve a written contract captioned "MUTUAL REGIONAL WATER SUPPLY CONTRACT" among the Schertz/Seguin Local Government Corporation, the City of Schertz, Texas, the City of Seguin, Texas, and the City of San Antonio, Texas, ahome- rule city, acting by and through its San Antonio Water System and to authorize the officers to sign the contract on behalf of the Schertz/Seguin Local Government Corporation." and submitted to the Board of Directors for passage and adoption. After presentations by the General Manager, the General Counsel, the Project Manager, the Corporation's consulting engineer, and other financial and technical consultants of the Corporation, and with the advice and consent of the city managers of the cities of Schertz and Seguin, and due deliberation of the motion by the board of directors, the motion was duly passed and adopted by the board of directors by the following vote: voted "For' Q voted "Against" _ abstained all as shown in the official Minutes of the Board of Directors for the meeting held on the aforesaid date. 2. The duly qualified and acting members of the Board of Directors on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of said meeting was given to each member of the board of directors; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the motion, was posted and given in advance thereof in compliance with the provisions of Chapter 551 of the Texas Government Code. Page 1 of 2 IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said Schertz/Seguin Local Government Corporation, this 13T" day of January, 2011. [Seal] Patricia Ramirez, P. ., Secretary THE STATE OF TEXAS § COUNTY OF GUADALUPE § This instrument was acknowledged before me on the 13T" day of January, 2011 by Patricia Ramirez, P.E., Secretary of Schertz/Seguin Local Government Corporation, a Texas public, non-profit Corporation, on behalf of said corporation. [S~~a]aaaaaaaaaaaaaaaaaaaaaaa ~ ~+' P GEORGIA L. HANKS y ~ *®* Nolery Public y ~ Slale of Texas y ~ ~'~c.~ Comm. Exp. 08-03-2017 y ~G•6•G G~C.G:V.~GC; rL-L ~'i;S'C='G+L<L~LY.~L 6YF(.Y.~G~G O T~ No ry Public, State of Texas Page 2 of 2 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF GUADALUPE CITY OF SEGUIN THE UNDERSIGNED HEREBY CERTIFIES that: 1. On the 18th day of January, 2011, the City Council (the Council of the City of Seguin, Texas (the City) convened in regular session at its regular meeting place at the City Hall (the Meeting), the duly constituted members of the Council being as follows: Betty Ann Matthies Bob Pees Manuel E. Cevallos Maty Louise Gonzales Nick Carrillo Tomas V. Castellon Jr. Carlos Medrano Don Kei I Stephen Tschoepe Mayor Mayor Pro Tem Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember and all of such persons were present at the Meeting, except the following: n/a ,thus constituting a quorum. Among other business considered at the Meeting, the attached resolution (the Resolution) entitled: A RESOLUTION APPROVING A CONTRACT WITH THE SAN ANTONIO WATER SYSTEM BY THE SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION, THE CITY OF SEGUIN, AND THE CITY OF SCHERTZ was introduced and submitted to the Council for passage and adoption. After presentation and discussion of the Resolution, a motion was made by Councilmember Don Keil that the Resolution be finally passed and adopted. The motion was seconded by Councilmember Nick Carrillo and carried by the following vote: 8 voted "For" 0 voted "Against" 0 abstained all as shown in the official Minutes of the Council for the Meeting. 2. The attached Resolution is a true and correct copy of the original on file in the official records of the Council; the duly qualified and acting members of the Council on the date of the Meeting are those persons shown above, and, according to the records of my office, each member of the Council was given actual notice of the time, place, and purpose of the Meeting and had actual notice that the Resolution would be considered; and the Meeting and deliberation of the aforesaid public business, Error! Unknown document property name. including the subject of the Resolution, was posted and given in advance thereof in compliance with the provisions of Chapter 551, as amended, Texas Government Code. IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the City Council, this 18th day of January, 2011. ~~Tl~tlG~cL alia Patlan Stautzenberger --'~ City Secretary City of Seguin, Texas (SEAL) Error! Unknmvn document property nnme. 2 -~ CITY OF SEGUIN RESOLUTION NO.11R-07 STATE OF TEXAS A RESOLUTION APPROVING A CONTRACT WITH THE SAN ANTONIO WATER SYSTEM BY THE SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION, THE CITY OF SEGUIN, AND THE CITY OF SCHERTZ WHEREAS, the City Council authorized, in conjunction with the City of Schertz, the creation of the Schertz/Seguin Local Government Corporation (the "SSLGC"), a public non-profit corporation, to act on behalf of the two cities to develop a supplemental water supply for the two cities from the Carrizo formation; and WHEREAS, the City Council reserved the right to approve all water supply contracts by the SSLGC and the SSLGC has asked the City Council to approve a water supply contract with the San Antonio Water System by the SSLGC, the City of Seguin and the City of Schertz; and WHEREAS, the City Council finds that the terms and conditions of the contract are in the best interest of the City of Seguin. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Seguin, Texas, as follows: SECTION 1. The water supply contract with the San Antonio Water System bythe Schertz/Seguin Local Government Corporation, the City of Seguin, and the City of Schertz is approved. The contract is attached to this resolution. SECTION 2. The City Manager is hereby authorized to execute the contract and any and all legal documents necessary to fulfill the purpose and intent of this Resolution. SECTION 3. This Resolution shall be effective immediately upon the passage hereof. PASSED AND APPROVED THIS 18th DAY OF JANUARY A.D. 2011. - , Betty n Matthies Mayor ATTEST: 1~_>~~~ Thalia Patlan Stautzenberger, City Secre 1-18-2011 11R-07 CERTIFICATE OF CITY SECRETARY THE UNDERSIGNED HEREBY CERTIFIES that: 1. On the 18th day of January, 2011, the City Council (tlte "Council") of the City of Schertz, Texas (the "City") convened in regular session in the regular meeting place of the City at the City Hall (the "Meeting"), the duly constihrted members of the Council behtg as follows: Harold D. Baldwin Mayor Michael Carpenter Mayor Pro Tem David Scagliola Couucihnember GeorgeAntuua Couucihnember Cedric Edwards Sr. Couucihnember Jim Fowler Couucihnember / ! ,thus and all of such persons were present at the Meeting, except the following: r business considered at the Meeting, the attached Resolution (the th e constitutbtg a quorum. Among o "Resolutiou") entitled: A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A MUTUAL REGIONAL WATER SUPPLY CONTRACT, AND OTHERMATTERS IN CONNECTION THEREWITH was introduced and submitted to the Council for passage and a opti n. After pres tl at tthe Resolutiontbe of the Resolution, a motion was made by Councilmembe finally passed and ado~rted in accordance with the Ciry's Home Rule Charter. The motion was seconded by Councilmember ~''~ nT~ `~ °- and carried by thefollowingvote: ,~ voted "For" (voted "Agahist" ~ abstained all as shown iu the official Minutes of fhe Council for the Meeting. 2. The attached Resolution is a true and correct copy of the a•iginal on file in the official records of the City; the duly qualified and acting members of the Council on the date of the Meeting are those persons shown above, and, according to the records of my office, each member of the Council was given achial notice of the thee, place, and purpose of the Meeting and had achial notice that fhe Resolution would be considered; and the Meeting and deliberation of the aforesaid public business, including the subject of the Resolution, was posted and given in advance thereof iu compliance with the provisions of Chapter 551, as amended, Texas Government Code. [N WITNESS WHEREOF, I have signed my came officially and affixed the seal of the City, this l 8th day of January, 2011. ~'; City Secretary ` ;~: ;[t: ~,-`, ~ i . ~ti ~ i ~ , ;,, .,_ ' -_ :,.(CITY SEAL) `Y ~~~-:_ ~ ~l~l, !f`it~~ „' ;~~` RESOLUTION NO. 11-R-02 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OR SUPPLY ZCONTRAS CTI, AND OTHER MATTE R INI CONN);CTION THEREWITH WI~EREAS, the City staff of the City o£ Schertz (the "City") has recommended that the City enter into a Mutual Regional Water Supply Contract (the "Contract") with the City of Seguin, the Schertz Seguin Local Government Corporation (the "SSLGC"), and the San Antonio Water System ("SAWS") relating to the sale of surplus SSLGC water and the construction of facilities and installation of equipment necessary for water treatment and transport; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Seguin, the SSLGC, and SAWS pursuant to the Contract attached hereto as Exhibit A, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Contract with Seguin, the SSLGC, and SAWS in substantially the for73r set forth on Exhibit A. Section 2, The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be constnted and enforced in accordance with the laws of the State of Texas and the United States of America. Section S. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the lime, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, al] as required by Chapter SSI, Texas Govermnent Code, as amended. 5038L1IA.I Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 18°i clay of January, 20//11. CITY OF S HER, TEXAS / ~.~~ / . , l~ )Tc-/-G•vv~- ATTEST: ' >; _ ~ ~f~R nnt~ ('7~ ~ Pt\ YC~ I\ -/` C,itySecretary. (CITY SEAL) ,,,,. 50781114.1 EXHIBIT A MUTUAL REGIONAL WATER SUPPLY CONTRACT so3s>> w.i A-1 S~~ ~' r o c n r o o v r n s F+ r u r c n n r n n n i r n rr RATE STUDY AND LONG-TERM FINANCIAL FORECAST UPDATE December 2010 Prepared by: ' ,~ Pm•tlaud -Dallas Dallas ONice Address: 5500 Democracy Drive, Sle. 130 Plano, Texas 75024 (972)378-6588 (972) 378-6g88 (ax www.economisls.com Project Manager: Dan V. Jackson .~ Schertz~Seguin Local Government Corporation 2010 Rale Slutly -UPDATE -Dec 27 2010 During the course of this rate study, several SSLGC employees expended considerable lime and e(lorl in assisting the project learn. These employees include the Board of Directors, Executive Committee, Mr. Alan Cockerell, Ms. Georgia Hanks, Mr. Crockett Camp, Mr. John Winkler, and Mr. Patrick Lindner of Davison and Troilo. The project team owes a debt of gratitude to the hard work, dedication and professionalism of These individuals, without whom This project would not have been successfully completed. The project team has relied upon the extensive data supplied by SSLGC. Tlius, the integrity of the study is largely dependent upon the accuracy of This financial and volumetric data. Every effort has been made by the project team to validate and confirm the information contained herein prior to the preparation of the final study documents. This report presents no assurance or guarantee that the (orecasl contained herein will be consistent with actual results or performances. These represent forecasts based on a series of assumptions about future behavior, and are not guarantees. Predominant among these is the assumption Thal weather patterns will he normal in each year of the next decade. Significant deviations in weather palters from the norm may result the need for signilicanl revisions in this forecast. Any changes in other assumptions or actual events may also result insignificant revisions to lfle forecast and its conclusions. The cash flow projections and debt service coverage calculations are not intended to present overall financial positions, results of operations, andlor cash (lows (or the periods indicated, in conformity with guidelines (or presentation of a (orecasl established by Ilse American Institute o(Cerli(ied Public Accountants. Page: 2 Schedz•Seguln Local Government Corporation 2010 Rale Study- UPDATE -Dec 27 2010 Background In April 2010 the Scllertz•Seguin Local Government Corporation ("SSLGC") engaged Economists.com to conduct a comprehensive water tale study and long•lerm financial plan. SSLGC identified numerous objectives for this study, including but not limited to the following: • A comprehensive analysis and evaluation of 111e syslells current and forecast cost of service and revenue requirements • An estimate o(currenl and forecast wafer production and sales for each identified customer • A thorough review of the system's known capital improvement needs, as well as a determination of the need for funding capital requirements through the issuance of long-term debt • A review of the adequacy and appropriateness of existing monlllly rates for each customer • An analysis of a scenario whereby San Antonio Water System ("SAWS") becomes the largest customer of SSLGC, and the impact of this scenario both on the overall cost of service and file monthly rates (or each customer Tt1e project team completed a final draft of Ihis study in July 2010 and presented it to SSLGC's Board of Directors. Subsequent to July 2010, SSLGC and SAWS engaged in further negotiations for SAWS to purchase treated water Irom SSLGC. The parties agreed to a series of changes in the original assumptions for developing the cost of service under file SAWS scenario. This update outlines those changes and presents a revised set of assumptions and cost forecast under bolls scenarios. Customer Base and Prior Rates Table ES•1 presents tales in place as of July 2010 for each of SSLGC's identified customers. TABLE ES•1 SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION JULY 2010 WATER RATES --PER 1,000 GALLONS Scheriz Seguin Universal Cily Selma Springs Hill Debt Service 5 UAP.. $ n.UU S 1.05 ~ 08M 0.72 0.72 U.7J 0.72 /'[ U. water Leese UA7 U A7 O.A7 O.T/ 0.47 Repair and Replacement 0.14 0.14 0.14 0.14 0.14 Future DOVelopmenl O.I4 O.IA U.14 U.IA 0.1A Transporlalion O.UU 0.70 Clues Dlsldhullon (l.lfi O.IIi 0.10 Total r 2.46 I' 2.46 I" 2.01 P Y.Ot 1' Y.6a Total Excluding Dehl Service 1.47 1.47 ~` 2.01 /- 2.01 i.G3 Page: 3 Schenz•Seguln Local Government Corporation 2010 Rale Stucly -UPDATE -Dec 27 2010 Cost of Service •• Methodology The calculation of a revenue requirement differs from a utility's budget in Ihat it represents only that amount that inusl be raised through SSLGC's user rates. This means that non-rate revenue (such as impact fees and interest) must be subtracted from the budgeted operating and capital expenditures to determine the net revenue requirement lobe raised from rates. The project team recommends lital SSLGC's system revenue requirements be developed using fire American Water Works Association's Cash Basis of ralemaking. Under the cash basis, as defined by llte AWWA Manual M-1, system revenue requirements consist o(cash expendiktres and other financial commitments (such as debt service coverage or reserves) Ihal must be ntel Ihrough system operating revenues and outer revenue sources. The cash basis is employed by thousands of publicly owned water and wastewater utilities throughout the United Stales. The following specific items are included in SSLGC's revenue requirements raised from rates: 0&M expenses Capital Outlays Funded /rorn Rates Debt service --Current Debt Service -Forecast Debt Service Coverage Importantly, under the Cash Basis of raletnaking, SSLGC is allowed to recover capital outlays and debt principal payments. These are cash payments Thal are typically not included on an income statement. In addition, SSLGC's rates are designed under this cash basis to achieve a debt service coverage ratio of 1.25 or greater, as this is a typical benchmark used by lenders and bond advisors to determine the financial Itealllt of a utility borrower. Finally, depreciation is excluded front consideration under the Casft Basis, as if is replaced by debt principal, capital outlays and debt coverage. Rate Design Scenario 1- "Status Quo" As described in detail in Section I of this rate study and long-term financial forecast, the project team has examined two cost of service and rate scenarios for SSLGC. The first is Ilse "Status Quo' scenario, as it assumes (here are tto significant new customers or volumes to SSLGC's system in Ilte next decade. In forecasting syslent growllt over the next decade, the projec( team faclorecl in the significant economic downturn that has affected Texas and the rest of the country. The economic downturn has resulted in less growlit and lower consumed volumes for residential and commercial customers in many cities throughout the stale. ~~ Page: 5 Schortz•Seguln Local Government Corporation 2810 Rale Slutly -UPDATE -Dec 27 2010 Tlie (able presents the projects by line item and by phase, as idenlilied by SSLGC staff. All projects in Phase 1 are assumed to have been lulidetl by SSLGC's FY 2010 bond issue. Because SAWS is not a cuslolner of SSLGC under this scenario, Phases 2 and 4 are assumed to not be funded. The projects in Phase 3 are to be funded with future debt issues. TABLE ES•6 LOCAL GOVERNMENT CORPORATION Funded( Unlunded Conslrucllon Wells 9-12 Gonzalez County S 10,900,000 Funded 4VI'P1 Access Rd. 676,200 Funded GVEC Power 300,000 Funded 2 MGD Tank WrP 1 1,800,000 Funded 5 MG Tank BPS 2,700,000 Funded Surge Tank 1,200,000 Funded SCADA Expansion 800,000 Funded SCADAImprovements - Unfunded Adminislralivo Building - Unfunded Booster Pump Slalion Imp - Unfunded NRPt Expansion - Unlunded Conslrucllon Vt?P2 Guadelupe Co. 12,000,000 Unlunded Construction 8 Wells Guadelupe Co. 9,400,000 Unfunded GVEC Power 000,000 Unfunded 2-2 MG Tanks WrP2 3,500,000 Unlunded 6 Wells - Unfunded 2 MG Tank - Unlundod Pump Slalion - Unlunded Pipeline - Unlunded Power - Unlunded Tole( Capital hnprovement Plan 44,156,200 Table ES•7 presents the forecast revenues Irom each customer under this proposed rate plan. Table ES•8 swnmarizes the financial plan and forecast revenues and cost of service for the ten-year period FY 2011 - FY 2020. Details behind these calculations can be found in Ilse rate model presented in Appendix A of this report. Page: 7 SchortrSeguin Local Govornmont Cog7ora11on 2010 Rale Study -UPDATE -Dec 27 2010 TABLE ES•S SCNERT2•SEGUIN LOCAL GOVERNMENT CORPORATION Scon: t ~~ Slalus Ouo Dac 2070 Uptlalo Foreaaet Revenues from Weler Rate Recommende0one 1" 2009 FY fY FV PY FY Acwel 2077 2072 2013 2014 2016 ScheUz Forecast Volume I.d58,5B7,000 1.305,178,815 1.408,193,059 1,41],241,301 1,428,3[11 548 I,A30,200.48] Forecast Ravanue 5 ?51?115 S 3,646,152 $ 3.]31,940 $ 4,060.387 5 4,164,529 5 5,16],124 Seguln Foreeesl VOlama 1,504.844000 7,274.007,100 1,302,607,060 1,371.762,061 1,359,873.730 1,38],004,550 ForecE4l ROVenue S 163E 750 5 3.468.214 5 3.674,493 5 3,910.BOD $ 4.040,009 S 5,061,077 Unlvereal Clly Forecast Volume 5.725,000 20,428.000 20,470,070 20,530,288 20,601.593 20.633,047 Forewsl Revanua S 10,¢77 S 41,080 S 42,382 5 d],220 5 48,984 5 52.408 Seinle Forecast Volume 82,]52,000 fi4,621,000 84.782.557 64,944,500 85,106,870 65,269.677 Forawsl Revenue 5 125.467 5 129,888 5 134,100 5 740.372 5 159,854 5 105,]85 $p11095 VIII Folerasl Volume 84,04],000 182,500000 7B?500,000 182.500,000 181,50],000 182,500,000 Fgecasl Revenue S 489.IOn 5 487.475 S 508,425 5 550.400 S 665,OOD 5 694,20D SAWS 0 0 0 0 0 0 Forerasl VOloma FOrewsl Revenue $ - S O 5 0 $ 0 $ 0 5 0 Total Forecast Voume 3.116,351.000 2,976,780,915 2,916,55B,55D 3.018,705.041 3p58.18J,i41 3,095,497,106 Customer Revenue 5 7,835,517 S 7,782,789 $ 7.991.358 $ 8,117.9]9 5 B,B14,A66 5 11,Od6,594 NomRala ftevenua G68,•IGI 681.523 108.149 128,393 151,215 777,813 Total Revenu0 5 8,617,878 $ 8,470,712 S 8,689,607 5 8,447,372 S 8,126,141 $ 17,810,407 Rate Design Scenario 2 - "SAWS" The second scenario is the "SAWS" scenario, as it assumes Ihal beginning in October 2012 SAWS purchases water Irom SSLGC. As a consequence, SSLGC will Piave to complete Please II capital improvements and will experience significant increases in other operating costs. Table ES•9 presents fhe project team's forecast of total consumption for each customer (or the period FY 2011- FY 2020. Details behind the assumptions used in 111is forecast can be found in Section 3. r Page: 9 Sched2•Seguln Local fiovemmonl Corporation 2010 Rale Study- UPDATE -Dec 27 2010 This project and Ille accompanying debt service is used and useful to SAWS. In Ille meantime, al lllis lime debt service for Pllase 3 is assigned 50°/a to Sclleriz and 50% to Seguin. Finally, under this scenario Phase 4 is assumed to not be funded. TABLE ES•11 SCHERTZ•SEGUIN LOCAL GOVERNMENT CORPORATION -s SCENARIO: SAW Contract •- Dec 2010 Update Fundetll Phase Proloct Total UnluntleU 1 Construction Wells 9.12 Gonzalez County $ 10,000,000 Funded 1 WTP7 Access Rd. G76,200 Funded 1 GVEC Power 300,000 Funded 1 2 MGD Tank WrP 1 1,800,000 Funded 1 5 MG Tank BPS 2,700,000 Funded 1 Surge Tank 1,200,000 Funded 1 SCADA Expansion 880,000 Funded 2 SCADAImprovements 260,000 Unfunded 2 Administrative Building 650,000 Unfunded 2 Booster Pump Slalion Imp 1,700,000 Unfunded 2 VJrPt Expansion 12,000,000 Unlundatl 0 Conslrriclion V/rP2 Guadelupe Co. 72,000,000 Unluntled 3 Construction 8 Wells Guadelupe Co. 9,400,000 Unfunded 3 GVEC Power 800,000 Unfunded 3 2-2 MG Tanks VJlP2 3,500,000 Unfunded 4 8 Wells - Unfunded 4 2 MG Tank - Unfunded 4 Pump Slalion - Unfunded 4 Pipeline ~ Unlundetl 4 Power ~ Un(untletl Total Capllal Improvement Plan ~ 68,706,200 Table ES•12 presents the forecast revenues from each customer under this proposed rate plan for Scenario 2. Table ES•13 summarizes llle financial plan and forecast revenues and cost of service (or the ten-year period FY 2011 - FY 2020. Details behind These calculations can be found in the tale model presented in Appendix B of this report. F~ Page: 11 Scher(z•Seguln Local Government Corporation 2010 Rate Study- UPDATC -Dec 27 2010 TABLE ES•13 SCHERT2~$EGUIN LOCAL GOVERNMENT CORPORATION 3cen: SAWS Contract • • DBC 2010 Update ~ ForecaeFRevenuee from Weler Rele RecommendeUone h 2008 FV FY FY FY FY Actual 2011 2012 2017 2014 2016 Sche Ht Fgacesl VO!ume 1,458.587,000 1,385,138,815 1.406,197,059 1.417.24].707 1,428,301,648 1,438,200,983 Fwewsl Revenue 5 's.573715 S 3,646,152 $ 3.]71,098 5 3,195,475 5 3.281 065 S 4, 112,878 SoBUIn Fwerssl VOlama 1,504,644,OOD 1,2]4,093,100 1,701,607,889 1,371,102,881 1759.673,730 1,38].894.558 Foracest Revenue 3.G7G,35R 5 3.968.214 5 3.5]4,497 $ 3,080,122 5 3.185,8]2 5 4.0]7,045 Uelversal C11y Forecast Voiuma 6)25,000 20,428,000 20,d79,070 20,530,288 20.587.59) 20.873.047 Folecesl Revenue 5 10,07] 5 41,O6D 5 92,392 5 39,008 5 40,546 $ 42,710 Selma FOr¢cesl VOiunle 82,752,000 89,821,000 84.782,659 84,944,509 65,106,870 85,280,83] FefeCasl Revenue ., 125,467 5 129,888 $ 734,100 5 127,395 5 128.201 5 135,108 Springs H111 Forewsl Volume 84,84].000 182,500,000 182,500,000 182,600,000 102,500,000 182,500,000 Forecast Ravenna 5 489.104 5 497,975 S 508,425 5 477.400 $ 480.175 5 508,425 saws Fger»sl Voume 0 0 0 3,820,452,0]4 3,820,452,074 3.828,452,074 Fgewsl ROVenoe 3 ~ 5 0 S 0 5 4.378,374 5 4,531,166 $ A,997,165 Tolel Fwecasl VOLme 3,116,351,000 2, 936.780.915 2, 976,658,550 fi,894,837,n5 6,804,015815 8,927,948,700 Customer Revenuo $ 7.035,51] 5 ],782,]89 5 7,991,358 $ 11,283.733 5 17,656,065 S 13,033,432 NomRale Revenue 608401 88],523 ]OB, 149 728,397 751.2]5 7]3,813 Tolel Revenue $ 8,623,978 5 8,470,312 $ 8,698,607 $ 12,023,126 $ 72,408,160 $ 14,607,246 P Page: 73 Seclioit I Schertz•Seguhl Local Govenuneut Corporation 2010 Rate Study- UPDATE- Dec 27 2010 Report Organization This report is organized into the following sections Section I -Introduction and Background -outlines llle background, objectives and scope of this rate study and long-term financial plan. Also presents a background on SSLGC, its arrrenl Board of Directors and Management, SSLGC's current rate structure and local revenues from each customer. Section II - Scenarlo 1 -• Volumes, Revenue Requirements and Rate Plan -analyzes SSLGC's current and forecast customer base, volumes and revenue requirements under Scenario 1 -Status Quo. This scenario assumes that there are no significant new customers added to SSLGC's system in the next decade. TI1is section also presents a proposed rate plan and forecast of future revenues from each customer. Section III -Scenario 2 •• Volumes, Revenue Requirements and Rate Plan -analyzes SSLGC's current and forecast customer base, volumes and revenue requirements under Scenario 2 -SAWS. This scenario assumes lhai SAWS becomes SSLGC's largest single customer, which will result in additional revenues, operating costs and capital improvements. This section also presents a proposed rate plan and forecast of future revenues from each customer under Ibis scenario. Appendix A - presents a hard copy prinloul of the irlleraclive Microsoft Excel spreadsheet model developed for SSLGC to calculate current and future revenue requirements under Scenario 1. The model automatically generates all calculations based on a set of defined user inputs. Appendix B - presents a Bard copy prinloul of the interactive Microsoft Excel spreadsheet model developed for SSLGC to calculate current and future revenue requirements under Scenario 2. The model automatically generates all calculations based on a set of defined user inputs. Appendix C -presents the detailed assumptions and calculations the project team employed to calculate the total debt service and assignment of cost to each customer class under Ilse SAWS scenario. ~"~. ~.~" l O C A I 0 0 V f R H h1 r H T C p g P 0 it l1 i t O N Page: 16 Schertz•Seguin Local Governroenl Corporation 2010 Rato Study- UPDATE -Dec 27 2010 Customer Base and Current Rates At present SSLGC provides Irealed wafer to five identified customers: Clly of Scherfz Clty of Seguin Springs HIII Water Supply Corporation City of Universal C1ty City of Selma TI1e rate structure in effect as of July 2010 contains several components, including OEM, Debl Service, Water Lease payments, Repair and Replacement Reserve, Future Development Reserve, Transporlalion and Dislribulion within Cities. The rate structure is presented in Table I.2. As will be shown later in This study, SSLGC's Board of Directors revised this rate structure effective October 2010. As the table reveals, llle Cities of Scherfz and Seguin are primarily responsible for existing debt service, which is presently calculated as a rate per 1,000 gallons. Repair and Replacenlenl Costs, and Future Development Costs, are intended to reimburse SSLGC for depreciation-related expenses. Cities distribution charges are intended to reimburse SSLGC for 111e cost of electricity within each city's distribution system for water used by other customers. TABLE I.2 SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION JULY 2010 WATER RATES -PER 1,000 GALLONS Scherfz Seguin Universal Cily Selma Springs Hill Debr Service S 0.00 3 O.gO 5 1.05 08M 0.77. 0.%2 0.72 072 e.72 Water Lease 0.47 0.47 OA7 0.47 0.47 Repair and Replacement 0.14 0.tn 0.14 0.14 0.14 Future Development 0.14 0.14 0.14 0.14 0.14 Transporlalion 0.30 0.30 Cities Dislribulion 0.1G 0.10 0,1(i Total r 2.46 ~ 2.46 R 2,01 w 2.01 ~~ 2.68 Total Excluding Debl Service 1.47 1.47 r 2.01 P 2.01 1.83 Page: 18 V~ V ~°acesss~as°s,m q Mt~~~M~M.,~ ~G"of~~~Fta ~F6C{m~5"°~'y'F(°=Fie°~eW^6~°'RYa^C'q L"6^F"'F, S~ • rN.u q,vennrvNn~d ~~iS~~Ri'e°n~p of a.~i .i o.- .-.-v. >i a: ~_~NN~eae:~ ...............s°s°s°s°°s~°ssaa#~~~$°°sassss°ssg~~~°a~s°s°s°s°s°sa°s~°s,s°sss°s°a N Na:N ..ffd 'N 6.d~Y .= N N N N Nan ~~„R~~n='a_B~:iN~`3N R~.'FF'~n GF ~.%Sm.`^lS~6F~".~SixRN®o'e'.~Y~J F.~^ - vi N .- -.n -N .-i e5 " ra "N.+ N I3 h~dRSi F'!2 ~ ~.. _.. _,-~_~C.- cc„~e,_e.~x~.~~,x~~maa~:~s~~neR Re,sget~~gS~ReR~c.sa~~q~R~,$gq'~~=N5 ..~~~~~~~w~~~~a~Fa~~~a'v~"s~~~~~$~~~~~w ;et~~x$f~ir~~~~~~~G~s63 I ~~ i . oa o~°sss°s°as~ss°sass°s.a~oevoo~a$oso~soseo$o~~~~~seooosao$oog ^^d __ o~~~s~oe~:~~~rsmezer_'$°a~.~~~aa~~~r~~~~aae~aoo~ca~x.o ~~f3 ~Fffi3ffi~ffi ~ ~ 3 ~ ~ ~~ s R Q '~ aex^~~~^.,pa, e,ma^cna ^~'°^aF~°~xr_R~e~"m~q ~;.~~a^s-~hq~ds'°~R ~ .....~r~~~~s~s~~x~i~~~e~~~~y~~3°~~~~~~~~rr~$~~~~~~~~~ar.~d~x~ ... a~gs°a°s~ooooooosaoo~ossgssosssasaoo°o°s.s~s°s.s~s°s°°aoseso x~~.xi~AO~~~e°~~~°s~op~3,~^s~,~~°a~~s~~va~~~a~sxg~~s~ges~s~ .^ _`_"~•~~~=Win'-I:~~aF:S^=~~~~oafJ~~~x 8~~~«R R..~°~M9 ~'6m~~~m . oo88S~88s8s2o~°ogosog% "-,v Rio ow6~„,:o So. n°~ ~6 6 ~:N N m N ~ N N aagaRm~a~s°-x:,~~;xRengFx~~rRqR~~.Rs~e~R~xaag~~a~earFxsFe,ss~~ xasg°s°oeos~asaog~gsaso8s°°s.°sas°°s,°ss,ooosooosgsssseooogosog~~o~s~s~ ~F~~ffi~~~~~~t~Pao~'~~~`~ix~ao~~`~~~is%~a~p&o~~ °~a~qq"`~~~~~~~~`~~c~~P~~ ~S~og~PNpFI~U'~~b~6R L.e F~~pFFmem„~•mARf.~A1~'.r~~p"~i~ww~z+w~~~~~~~aNa qs $^sq^aa ^a s ~Q$x xx2, ~ vv ~ ~ ~~ ~ Svss^ U oa~~~~mG~r_°~'d~mbd`:z;~~o`~~;~°~e~~~~~e~Ce`~Rm~~"bS`?'asR°~~~~€n~~~E:~x SB~a~nmNe~~ vNn o .. ..nuryn~n ...-vNm ~~,-.- °~~~.-.-N V4 NUin oiNn '~', og~~~a~'~c`ax,~~~~£~~P~ms~vm~~'RRb~v~£k~C"~x~C~`~e~~`~~~n~~~°,",ax'~ ~~ !~ ry ~° ~.,~ ~ N~ ~~'sP:~m a r ~ ~~~~~~~5~m~~a~~~an~eps~~~C~~~..~"~~m~~a~~~eF6~~~3s~~~~~~e~ae~ u $~$$~~$~~~i~a.°s~$$.~~o~~~~°a°°og~~~e°ssa~a°s,a~~~°°sg~,°sgo,ooo°se°ss,s,a ~d~s~~$~xx~-~ca~'~~^~~aga~~~~g~~s~pg~~s.C~~S~~vae[~°~~3~~~~~f ~~~o~e~~a'awa~~~e°a:P~°~~r~~~a~r~&~~~~~~g°F~~F~iss~xf~r~~°~~~r`a ~F o ?~ 'u era ~- !' .............................................~a~~~~~s~6~ !~ 15 ;~ ^C".~.._.,.n-~&3S°.so°..r,,U"7°~^..$~~'n~o°;N~1o°~.~"o ^q t7$2C&YI FiC~NN~o'4 ^0 ~~°~-"F,o '~;~ ;~; g e°~o~aeog°ss.ooogosooooooo~oo.oa~~e=~~em°°o$~~googooog~soooo ~;3 M1~~~~a~mN ~~~~~ a ~°F ~dG~a~~~~m~ a~~~~~ ~a~$~$aeesa~m~`m ~ ~N$~.~~~V e. r'iA li l ~ ' I I~ K . .,,83~^~r°.,m~F~~ ~a ~A V 1 aJ .+ NnNmnn.nn . i nu;a rrR e'S~n OO 1~ ly n Nun~'e uiN of vi I~i~ ~ hI BO$°o °e ogo° . y~qo saakaaaaga~{{~s~~~~gx 5'~j~~$$£~yg Y}'~}~~ ~'`~[ ~qz qy `$j~4~y~~ g9q~gp gp '$`~ ($~~9j,j4~Ft }4,~ 3 OZ iui45-'.~~yi0 °^~aFFF -~6~OYdilY~6E~'RiZ~OZfi9~~3~~~dNOY~SrLS~Y~ 4 Scheriz•Seguln LGCaI Government Corporation 2010 Ralo Study -UPDATE- Dec 27 2010 Table I.6 and Chaff b7 present historical revenues from each o(SSLGCs current customers. TABLE I.6 SCNERTZ~SEGUIN LOCAL GOVERNMENT CORPORATION WATER REVENUES 10052010 ScheUz Seguln Springs Hill Unlvorsal City Selma Total FY 2005 S ~ S ~ $ ~ S ~ $ ~ $ FY 2006 ~ - ~ ~ 2,283 2,283 FY 2007 1,248,944 2,369.646 353,250 75,469 66,051 5,163,566 FY 2008 3,031,153 3,000,570 447,311 ~ 145,52G 6,624,960 FY 2009 3,573,715 3,636,358 489,100 10,877 125,467 7,535,517 Las112 Mlhs 3,523.465 3,557,130 489,100 40,430 128,697 7,766,822 CHART I.7 Schertz-Seguin Local Govt. Corp. Water Revenues FY 2009 $4,000,000 $3,573,715 $3,636,358 $3,500,000 $3,000,000 - $2,500,000 $2,000,000 $1,500,000 $l,ooo,ooo $4a9,loo $500,000 ~ $10 877 $125,467 Schertz Seguin Springs Hill Universal Selma Clty F` Page: 20 Scheriz•Seguln Local Government Cogloral)on 2010 Rale Study -UPDATE -Dec 27 2010 CHART I.8 SCHERTZISEGUIN LOCAL GOVERNMENT CORPORATION IiISTORICAL FINANCIAL STATEMENT SUMMARY 2009 2008 2007 2000 INCOME STATEMENT 456 $ 7,144,571 $ 444 $ 8 4,999,038 $ 4,747,283 Operating Revenue , , 729,810 6,849,975 7 5,944,540 5,965,104 Operating Expense , Operating Income (Loss) 714,646 294,596 (945,502) (1,217,821) Total O111er Income I Expense 79,523 292,857 597,157 700,525 ~........e ,.r a....n,.,,nc nvnr Expenses 794,169 687,463 (348,346) (617,299) BALANCE SHEET $ 130,611 $ 4 3,062,697 $ 2,734,922 $ 2,653,509 Current Assets , 952 554 4 5,859,660 6,567,156 577,039 Restricted Assets , , 688 631 49 49,255,115 48,690,844 49,086,351 Net Property,Planl,Equipmenl , , 989,747 1 2,1811,572 2,335,727 1,560,636 Other Assets , 306,998 60 60,166,044 80,328,649 63,878,416 Total Assets , 223 254 2 2,271,128 2,411,326 2,158,367 Curren) Liabllilies , . 346 420 53 54,058,656 54,666,516 48,120,896 Revenue Bonds Payable , , 674,669 66 66,327,78A 67,077,842 60,279,263 Total Lia11111t1es , Talal Net Assets 4,632,429 3,838,260 3,260,807 3,699,162 Total Llalrllllles & Capllal 60,306,998 80,786,040. 60,326,640 63,878,416 FINANCIAL RATIOS Casl1 Provldedl(Used) by Operelforls 4,966,837 3,873,743 2,929,427 2,682,366 1 83 1.36 1.13 1.23 Current Ratio . 02 12 14.68 17.66 13.07 DehUEqully Rallo . Page: 22 SchednSeguln Local Government Corporation 2010 Rale SUuly -UPDATE -Dec 27 2010 Cost of Service -• Methodology In the next two sections of SSLGC's rate study and long-term financial plan, test year and forecast utility revenue requirements are developed. The lest year consists of SSLGC's fiscal year beginning October 1, 2010 and ending September 30, 2011. The estimates presented in Phis section are based on SSLGC's FY 2011 budget, as well as a forecast of future capital improvements. The calculation of a revenue requirement differs from a utility's budget in that it represents only Mat amount tlral must be raised Through SSLGC's user rates. This means that non-rate revenue (such as impact fees and interest) must be subtracted from the budgeted operating and capital expenditures to determine 111e net revenue requirement to be raised from rates. The project team recommends that SSLGC's system revenue requirements be developed using the American Water Works Association's Cash Basis of ralemaking. Under the cash basis, as defined by the AWWA Manual M-1, system revenue requirements consist of cash expenditures and oilier financial commitments (such as debt service coverage or reserves) Thal must be met through system operating revenues and other revenue sources. The cash basis is employed by thousands of publicly owned water and wastewater utilities throughout the United Stales. The following specific items are included in SSLGC's revenue requirements raised from rates: 0&M expenses Capital Outlays Funded /rorn Rates Debt service -- Current Debt Service -Forecast Debt Service Coverage Importantly, under the Cash Basis of ralemaking, SSLGC is allowed to recover capital outlays and debt principal payments. These are cash payments Ifral are typically not included on an income statement. In addition, SSLGC's rates are designed under This cash basis to achieve a debt service coverage ratio of 1.25 or greater, as this is a typical benchmark used by lenders and bond advisors to determine Ilse financial health of a utility borrower. Finally, depreciation is excluded from consideration under llle Cash Basis, as it is replaced by debt principal, capital outlays and debt coverage. All data used in the development of the revenue requirements was obtained from the financial statements, budgets and other information provided by SSLGC staff. The revenue requirements presented in Section II are for 111e rate scenario to be labeled in this study as Scenario #1, while the revenue requirements presented in Section III are for the rate scenario to be labeled in this siu<ly as Scenario #2. Page: 24 Schertz•Seguin 4ocal Government Corporallon 2010 Ralo Study -UPDATE -Dec 27 2010 SECTION II As described in Section I of Ihis rate study and long-term financial forecast, the project team has examined two cost of service and rate scenarios for SSLGC. The lirsl scenario is the "Status Quo' scenario, as it assumes Thal Illere are no significant new customers or volumes to SSLGC's system in the next decade. This section examines this scenario in detail. Scenario 2, entitled the "SAWS° scenario, is presented in the next section. This section begins by presenting a forecast of consumption by each customer for the next decade. This is followed by a detailed forecast of SSLGC's cost of service for the period FY 2011 - FY 2020, which includes an examination of operating expenses, debt service, capital improvements, and future bond issues. At the end of Ihis section, a set of recommended rates for each customer based on volumes and cost of service is presented for the test year FY 2011 and the forecast period. The rate model conlaineri in Appendix A presents all calculations under this scenario in detail. Production and Consumption -Test Year & Ten Year Forecast In forecasting system growth over the next decade, the project team factored in the significant economic downturn that leas affected Texas and the rest of the country. The economic downturn has resulted in less growth and lower consumed volumes for residential and commercial customers in many cities throughout the slate. Table 111 presents the project team's forecast of total production and consumpliolT for IITe period FY 2011 - FY 2020. The project team considers Ihis to be a highly conservative forecast, but reasonable given the magnitude of the economic downturn. The forecast assumes Ihal water loss percentages remain consistent at approximately 7.4% of total protlllclion. TABLE II.1 SCHERT2•SEGUINL AL OYERHI3ENT CORPORATION FORECAST PRODUCTION AND CONSUh1PTI0N Water Producllon Gallons Acre~Feel 4G0 Water COnsump0on Gallons Aue~Feel 4CD Percent Water loss 2011 3,173A28,356 9,730 0.69 2,936,700,916 9,013 8.05 7.4% 2012 3,216.W5,878 9,870 8.81 2,976,550,557 9,135 0.15 7.4% 2013 3,259,036,184 10.002 8.93 3,016,385,W2 9.257 B26 7.4% 2014 3.3D2,014,856 10,134 9.05 3,056,163,742 9.379 837 7.4% 2015 3.344.513,016 10,264 9.16 3,095,497,707 9,500 8.48 7.4% 2016 3.375,223.335 10.358 9.25 3,123,921,492 9.587 8-56 7.4% 2017 3,40.5,906,267 10,452 9.33 3,152,319,927 9,674 864 Z4"/° 2018 3,436,537,561 10.546 9.42 3,180,670,576 9,761 8.71 7.4% 2019 3,467,249,625 10,641 9.50 3,203,095,976 9,848 8.79 7.4 ie 2020 3,497,505,424 10.733 9.58 3.237,099,083 9,934 8.87 7.4 % ~~ Page: 25 Scheriz•Soguln Local Government Cogroralion 2010 Rate Study -UPDATE -Dec 27 2010 Operating Expenses and Capital Outlays-Test Year Table II.3 below summarizes 1)1e lest year FY 2010 operating expenses and capital outlays (or SSLGC. These totals are derived from SSLGC's FY 2011 budget. Details behind 111e line items can be found in the rate model presented in Appendix A. TABLE II.3 SCHERTZ•SEGUIN LOCAL GOVERNMENT Operating Expenses Personnel Benefits Professional Services Technical Services Utilities Services •• O&M Utilities Services -- Cities Distribution RepairslMainlenance Rental Insurance General Supplies Energy and Fuel Miscellaneous Education and Public Relations Total Operating Expense Capital Outlays Budget Debt Coverage Rgml Total Capital Outlays TOTAL OPERATINGICAP OUTLAYS FY 2010 Budget AdJushnenls $ 285,000 $ - $ 106,500 - 273,500 - 158,725 - 937,400 (41,850) - 41,850 225,60D - 1,800,500 - 11,000 - 318,A20 - 12,500 - 20,250 4,149,396 28,000 122,000 150,000 4,299,395 4,299,396 Net 285,000 106,500 273,500 158,725 895,550 41,850 225,600 1,800,500 11,000 318,420 12,500 20,250 4,149,395 - 20,000 - 122,000 160,000 F Page' 27 Sc11eH2Seguln Local Govcrnmonl Corporation 2010 Rale Study -UPDATE -Doc 27 2010 Current Debt Service SSLGC currently maintains (our otllslanding bond issue (a fi(I11, series 2010, is compiled within Future Debl Service contained later in This section). Annual debt service for each of These clebl issues, as well as their allocation to each customer, is presented in Table II.5. TABLE II.5 SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION SCENARIO: 1 -• Status Ouo Dec 2010 Update ~~unentDebtS arvlde Series 1999 Sarles 2001 Series 2006 Series 2007 Total 2011 5 3f 7,944 5 808,366 S 401,148 S 1,863,137 $ 7,790,696 2012 - 806,230 722,604 1,880,230 7,789,070 2013 - 520,000 727,417 2, 141,336 7,388,767 2014 - 520,000 726,036 2,141,138 7,787,172 2015 - 520,000 728,436 2,140,136 7,788,572 2016 - 520,000 734,936 2,136,336 7,797,272 2017 - 520,000 735,536 2,135,736 7,791,272 2018 - 520,000 740,238 2.127,436 7,787,872 2019 - 520,000 779,036 2,133.236 7,792,272 2020 - 520,000 737,038 2,128.036 3,786,072 jAllopallon.to: Schortz ~ - Sapuln Universal Clly Selma Springs HIII SAWS Total 2011 S 1,595,298 S 1,595,296 S - S - S 200,000 S - $ 7,700,696 2012 1,594,575 1,594,535 - - 200,000 - 7,7118,070 2013 1,59A,377 1,594,377 - - 200,000 - 3,388,763 2014 1,593,588 1,593,586 - - 200,000 - 7,787,172 2015 1,594,286 1,594,286 - - 200,000 - 3,788,672 2016 1,596,836 1,596,836 - - 200,000 - 3,797,272 2017 1,595,638 1,595.636 - - 200,000 - 7,391,272 2018 1,593,838 1,593,!136 - - 200,000 - 7,787,672 2019 1,596,136 1,596,176 - - 200,000 - 7,792,272 2020 1,592,536 1,592,536 - - 200,000 - 3,785,072 Page: 29 Schella.Seguln Local Govenunenl Corporallon 2010 Rate Study -UPDATE -Dec 27 2010 Forecast Debtlssues As shown in Table II.7 below, in order to fully fund the CIP under Scenario 1, SSLGC is forecast to complete several bond issues in the next decade. Tl1e Series 2010 total o(~23,515,000 ilas already been completed, and SSLGC is forecast to issue adtlilionai debt in FY 2016 and FY 2017 to fund Phase 4 capital improvements. The debt is forecast to have an interest rate of 4.50% and a term of 25 years. Table II•ES summarizes the forecast annual debt service. TABLE II.7 Schertz-Seguln Local Govt. Corp. Scen. 1 -- Future Debt Issues $25,000,000 ~I $23,515,000 $20,000,000 $15,000,000 - $12,000,000 $12,000,000 $10,000,000 Ss,ooo,ooo - $- , 2011 2012 2073 201A 2015 201(i 2017 2018 2019 2020 TABLE II.B SCHERTZ•SEGUIN LOCAL GOVERNMENT CORPORATION e- e SCENARIO: 1 --Status quo Dec 2010 Update Future Total Serlos Debt Forecast 2010 Service Debl Service 2011 05 - S - $ 2012 - 2013 - ~ - 2014 - - 2015 1,532,794 1,532,794 2016 1,534,089 ~ 1,634,068 2017 1,529,869 874,010 2,403,978 2016 1,534,181 1,748,020 3,282,201 2019 1,530,318 1,7414,020 3,270,338 2020 1,534,419 1,748,020 3,282,430 ~~ Page: 31 Schedr5eguin Lacal Governm°nl Corporation 2010 Rate Study -UPDATE -Dec 27 2010 Proposed Rate Plan -Scenario 1 Rate design involves delennining charges for each class of customers that will generate a desired level of revenue. Over the course of the engagement, the project team has participated in numerous conversations and meetings with SSLGC representatives and staff. As a result of these conversations and work sessions, the project team has developed the rate plan presented in this section. This rate recommendation is designed to enable SSLGC to recover sufficient and equivalent revenues to meet all operating and capital obligations, including llle debt service required to fund SSLGC's forecast capital improvements. Table II.10 presents a detailed summary of the rate plan proposed for SSLGC under Scenario 1. Table II.11 presents the forecast revenues from each customer under this proposed rate plan. Table II.12 summarizes the financial plan and forecast revenues and cost of service (or the ten-year period FY 2011 - FY 2020. Details behind Ihese calculations can be found in 111e rate model presented in Appendix A of this report. The following is isolable about This rate design: • The rate design is composed of Iwo elements - a fixed debt service charge, and an operating rate per 1,000 gallons for all water sold. • The operating rate per 1,000 gallons is composed o(three elements - 0&M, lease payments, and Cities Distribution. • The cities of Selma arid Universal Cily, as well as Springs Hill Water Supply Corporation, are assessed the Cities Distribution charge. Selma and Universal Cily are also assessed a Transportation Charge. • There is no longer a Repair and Replacement Charge, or a Future Development Charge. These charges are replaced by the application of the Cash Basis ralemaking methodology in the calculation of the cost of service and rate design by customer class. • The rate design ensures Thal rates will recover the cost of service for all years of the forecast period. • Rale changes are implemented in October of each year. • Meets a minimum debt coverage requirement of 1.25 in every year of the forecast. • Under Scenario 1, all future debt service is assumed to be financed 50% by the Cily of Scheriz and 50% by the Cily of Seguin. Il should be noted that the SSLGC Board of Directors adopted the recommended tale schedule for FY 2011 only effective October 2010. The rate schedule for FY 2011 is the same under either Scenario I or Scenario II. r Page: 33 Schertz•Seguln Local Government Corporation 2010 Rale Study-UPDATE -Dec 2•I 2010 TABLE II.11 :RTZ•SEOUIN LOCAL OOVERNIAENT CORPORATION Ston: 7 -~ 5161us Ouo D ec 2070 UpOele ~ ForeoaBt Revenuaa Irom Weter Rele Relwmmend~llons 1" 2008 FY FY FV fY FY At01el 2077 2012 201J 207A 2016 Scllenz ForeCaal Volume 1,468,683,000 1,395,138,816 1,AOG,193,059 f 417,247,303 1,428,301,698 7,930,200,463 Forerasl Revenue S 3573,]15 S 3,846,752 5 3,737,940 S 4,080,387 S 4,164.529 S 5,187,124 Senuln Folerasl Volume 7,504,844,000 7,274,093,100 1,502,003,060 1,331,162,961 1,359,873,730 1,387,094,550 Forecast Revenue 5 3,636,358 S 3,488,214 S 3.674,483 5 3,870,800 S 4,040,008 5 5,007,077 Univarael Illy Forecast Volume 5,726,000 20,A2B,OD0 20,479.070 20,630,260 20,bB1,69J 20,833,047 Forecast Revenue S 10,877 S 41,080 5 42.382 5 47,220 5 48,884 5 62,908 Selma FOreCeSl Volume 62,752,OOD 04,621,OOD 84,782,553 84,944,509 65.708,070 85,269,637 Forewsl Revenue S 125.AG7 5 128.088 5 134,100 S 740,372 5 154,959 $ 785,705 SprlnBS NIII Farecasl Volume 84.647,000 182,500,000 102,500,000 IB2,b00,000 782,600,000 182.600,000 Farerasl Revenue 5 489,100 5 487,975 5 508,42b S 660,400 S 665.000 5 59A,200 SAWS Forecast Volume 0 0 0 0 0 0 Forecast Revenue .. - 5 0 5 0 S 0 5 0 S 0 Total Forecast Volume 3.116,351,000 2,936,700,915 2,976,558,550 3,016.305,041 3,058,183,741 3,OD5,A97,700 Customer Revenue S 7.036,517 5 7?02,789 S 7,981,350 S 8,777,979 5 8,874,A6G S 11,048,599 NomRale Revenue GBB,ASI 887.523 708,749 729,393 751,276 773,013 Total Revenue S 0,623,970 S 0,470,312 S 8,699,607 5 8,447,372 S 9,726,741 S ii,B20,A07 ,p Page: 35 o' .. - .i~ ~ ~~_ ~ ova ~~~~g°~ ~m~ ~M~~~ ~. ~ „ ~.~R'"ffi R _~ m O N. p gi ~ YY W~ N Tu p~~' ~ ~~11mm IE M„ f~ H a P ~; ~~~~~ ~ c ~ ~ & f o~$~ 6 . V~j,R~tl ~ I Q O u • Yioa O P V N ~ q ~17 d gN ~ ~ ~ ~~•1 O ~ N $ , f W ~ ~ $ . `i rn{ J j •Y n I / ~N y O ~ p 1 V V ~O V i V r r r) p O N ~ O O ~ ~ S ~ `j ~ T`! ~ f i M ~ n s ~ ~ '. g O V . O ~ ~ ~ ~~ y1 l Q~Q Q~ ( v y `l [~ ~ ~ S1 P -- Vl M M ~oR~~ R ~ ~ M N (~ • O O pp~~ N ~ ~ b q& ff ~ VV pp p b 7~ N ~ o O O O Y O q o ITV ~ ~ M vl v ~ $ f1 N Y 1 ~ O p ~ ~ IV N ~ 0 ~- r o) N• ' • Qi 1~ N ~n W ~ Q VV11 ! OS yob' ~' ~ 1~ ~i ~ O o n ~ M6~°~ 8 m s ~~~~ ~ ~_ M . JO ~o $ ~ p Id ~ ~ ~ ~ ~ °' M ~ ~ $ o ~ 8 e ~ ` m b4 ei m oRR~~ ~ w $ . g m n vi ~ m'w,v gp~~ !!~~ 25~ obT o'vl5 ~ ~ ~ ~ e ~mr m~Gffi~4 V '~~N~~ N ~ „ 8°0 ~ 6 Q lu fi ~ ~ p i5~° `~g OO O ~ ~ m N ~ O p ~ N ~ ~ 1 V ( J O ~ ~ 4 O Y I ~ _ m ~ b V t V ~i ~ N ~ o! vl mry N 9 6 J o ~1 °rv g o~ L' LL ~ N ~ N Li g ~ I~ ~ & Z~ o ~ s ~ ~ I°` ~ E ~ & ~ ~ ~ ~ g ~ '_ oS ` h o 5 ou A~ ~ ~ b". ~ ~ I ( o .Q L , Imp O !I ~ ` n g ` o . V y q~ V I a ~9999 5 ~ ~ (~ 7 ~ 8 n u 5 ~ g ~ A~ i d . ~: yL y e ~~ f ~ n b y l T l x ., i~QQ yi oo,~ ~ ^ ~n ~ 5 -po 5 £k Q ~ LL h OU ' a a or ui 4 0o '.6 5 t~i5 w ~~i v~ ~r U i F°E , ~i a Scheriz-Seguin Local Govornmenl CogTOraIIGN 2010 Rale Study-UPDATE -Dec 27 2010 SECTION III As described in Section I of this rate study and long-term financial forecast, the project team has examined two cost of service and rate scenarios for SSLGC. The second scenario is the "SAWS" scenario, as it assumes Thal beginning in 2012 SAWS purchases water from SSLGC. This water is originally produced al SAWS' wells and is heated by SSLGC. As a consequence, SSLGC will have to complete Phase II capital improvements and will experience significant increases in other operating costs. However, as will be illustrated in this section, the addition of SAWS as a customer potentially leads to significant economies of scale and rate benefits (or SSLGC's other customers. This section begins by presenting a forecast of consumption by each customer for the next decade. This is followed by a detailed forecast of SSLGC's cost of service for the period FY 2011 - FY 2020, which includes an examination of operating expenses, debt service, capital improvements, and future bond issues. Al the end of This section, a set of recommended rates for each customer based on volumes and cost of service is presented for the test year FY 2011 and 111e forecast period. TI1e rate model contained in Appendix B presents all calculations under this scenario in detail. Production and Consumption -Test Year & Ten Year Forecast In forecasting syslefn growth over the next decade, the project team factored in IITe significant economic downturn that has affected Texas and llle rest of the country. The economic downturn has resulted in less growth and lower consumed volumes for residential and commercial customers in many cities throughout the state. Table III.1 presents IITe project team's forecast of total production and consumption for the period FY 2011 - FY 2020 under Scenario 2. The project team considers this to be a highly conservative forecast, but reasonable given the magnitude of the economic downturn. The forecast assumes Ihal water loss percentages remain consistent al approximately 7.4% of total production. TABLE III.1 SCHERT2•SE UINL CAL GOVERNI,fENT CORPORATION FORECAST PRODUCIIONANDCONSUTAPTION SCEN: SAWS Contract ••Dec 2010 Update Water Producllon Gallons Acre•Feel GD ater COnsump9on Gallons Acre-feet GD ercent Water Loss 2011 3,173,020,356 9,738 869 2,936,780,915 9,017 805 7.4% 2012 7,216,005,878 9,870 8.81 2,976,558,550 9.135 8.15 7.4 2017 7,795.465,600 22,696 20.26 6,814,837,n5 21,00b 10.75 7.4% 2014 7,438p44,280 22,828 20.70 6,884,615,815 21,128 1086 7.4% 2015 7,4,942,441 22,958 20,W 6,927,949,780 21,249 18.97 7.4% 2016 7,511,652,759 17,052 20.58 6.952,773.565 21,336 19.05 7.4 % 2017 7,542,375,687 23,147 20.66 6,98).771.999 21,423 19.13 7.4% 2018 7,572,966,985 27,241 20.75 7,OCG,f22,649 21,510 19.20 7.4% 2019 7,6N,679.049 23.735 2083 7,037,518,049 21,597 19.28 7.4"/0 2020 7,633,934,848 23.428 2091 7,065.551,156 21,683 19.36 7.44e P Page: 3G ScherlrSeguln Local Government Corporation 2010 Rale Study -UPDATE -Dec 27 2010 Operating Expenses and Capital Outlays -Test Year Table III.3 below summarizes the lest year FY 2010 operating expenses and capital outlays for SSLGC under Scenario 2. These totals are derived from SSLGC's proposed FY 2011 budget. Details behind the line items can be found in the rate model presented in Appendix B. w•a SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION SCEN: SAWS Contract -- Dec 2010 UpUate FY 2010 Net Operating Expenses Personnel $ 285,000 $ - $ 285,000 Benefits 100,500 - 108,500 Professional Services 273 X00 - 273,500 Technical Services 158,725 - 158,725 Ulililies Services -- ORM 937,400 (41,850) 895,550 Ulililies Services --Cities Distribution - 41,850 41,850 RepairslMalnlenance 225,000 - 225,600 Rental 1,800,500 - 1,800,500 Insurance 11,000 - 11,000 General Supplies 318,420 - 318,420 Energy and Fuel 12,500 - 12,500 Miscellaneous - - - Educalion and Public Relations 20,250 - 20,250 Total Operatlny Expense 4,149,396 - 4,148,396 Capital Outlays Budget 20,000 - 26,000 Debt Coverage Rgntl 122,000 - 122,000 Total Capllal Outlays 150,000 - 160,000 TOTAL OPERATINGlCAP OUTLAYS 4,299,395 - A,299,395 P Page: 38 Scheriz•Seguln Local Government Cog1or91(on 2070 Rate Study-UPDATE -Dec 27 2010 Current Debt Service SSLGC alrrenlly Inainlains tour oulslanding bond issues (a fifth, series 2010, is compiled within Future Debl Service contained later in this section). One of the assumptions from llle July 2010 study was That none of the current system was used and useful to SAWS. Further analysis by SSLGC staff and engineers revealed That a portion o(the existing system was used and useful to SAWS. Under the cash basis of ratemaking, debt service is assigned to each customer class based on 111e degree to which the assets purchased with Thal debt are used and useful to that customer class. The calculations employed by the project team to assign debt service from the four oulslanding bond issues and the 2010 issue contained in the future debt category are presented in detail in Appendix C. All calculations and assumptions behind These allocations are presenlecf in This appendix. The anmlal debt service and allocation to each customer class is summarized in Table III.5. TABLE III.S SCNERTZ-SEQUIN LOCAL GOVERNMENT CORPORATION SCENARIO: SAWS Contract •• Dec 2010 Updalo ICUrrenrDegt9orvloo - Serlas 1989 Sarles 2001 Series 2006 Sarles 2007 Total 2011 S 317,994 5 808,366 S 401,148 S 1,863,137 S 3,390,696 2012 - 806,230 722,804 7,860,236 3,389,070 2073 - 520,000 727,417 2,147,336 3,388,7b3 2014 - 520,000 728,036 2,141,136 3,387,172 2015 - 520,000 728,A36 2,740,136 3,389,672 2078 - 520,000 734,938 2,738,338 3,393,272 2017 - 520,000 735,538 2,735,738 3,391,272 2078 - 520,000 740,236 2,727,438 3,397,872 2079 - 620.000 739,038 2,133,236 3,382,272 2020 - 520.000 737.038 2,126,036 3,386,072 iAlloaell4tl.3al Scheriz - SaOuln Universal Clly Selina SprlnBe HIII SAWS Total 2011 $ 1,595,298 S 1,595,298 S - $ - $ 200,000 $ - $ 3,300,696 2012 1,594,535 1,594,535 - - 200,OOD - 3,309,070 2073 1,296,383 7,296.363 - - 200,000 596,026 3,388,763 2074 7,295,728 1,295,728 - - 200,000 595,720 3,387,172 2075 1,296,270 1,206.270 - - 200,000 596,032 3,309,672 2016 1,298.123 1,298.123 - - 200,000 597,026 3,393,272 2017 1,297.275 1,297,275 - - 200,000 598,721 3,381,272 2010 1,285.887 1,205,687 - - 200.000 596,290 3,387,672 2019 1,297,833 1,297,833 - - 200,000 587,007 3,392,272 2020 1,294,655 7,294,655 - - 20D,OD0 595,763 3,396,072 Page: 40 Schenx•Seguln Local Government Corporallml 2010 Ralo Study- UPDATE -Dec 27 7.010 Forecast Debt Issues As shown in Table III.7 below, in order to fully fund the CIP under Scenario 2, SSLGC is forecast to complete several bond issues in the next decade. The Series 2010 total of $23,515,000 has already been completed, and SSLGC is forecast to issue additional debt in FY 2016 and FY 2017 to fund Phase 4 capital improvements. The debt is forecast to Have an interest rate of 4.50% and a term of 25 years. Table III.8 summarizes llle forecast annual debt service. TABLE III.7 Schertz-Seguln Local Govt. Corp. Scen. 2 •• Future Debt Issues $25,000,000 $23,515,000 $20,OOD,000 - $15,000,000 - $14,610,000 $12,000,000 $12,000,000 $10,000,000 - $5,000,000 - 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 TABLE III.8 SCHERTZ-SEQUIN LOCAL GOVERNMENT CORPORATION rr• ~ SCENARIO: AWS Cmrlracl •-Dec 2010 Update Future Total Serles Debi Forecast 2010 Service Debt Sarvlce 2071 r'S - 5 - S - 2012 - - - 2073 - 1,064,107 7,064,107 2074 - 1,064,107 1,OfiA,107 2015 1,532,79A 1,064,107 2,696,901 2016 1,534,068 1,064,107 2,598,176 2077 1,529,968 1,938,117 3,468,085 2018 1,534,187 2,012,127 4,348,308 2019 1,530,318 2,812,127 4,342,445 2020 1,534,419 2,872,127 4,346,648 R Page: 42 Schedz•Seguln Local Government Corporation 2010 Rale Study- UPDATE -Dec 27 2010 Proposed Rate Plan -Scenario 2 Rate design involves determining charges (or each class of customers Thal will generate a desired level of revenue. Over the course of the engagement, the project team has participated in numerous conversations and meetings with SSLGC representatives and staff. The project team has also participated in contract negotiations between SSLGC and SAWS representatives. As a result of These conversations and work sessions, the project team has developed the rate plan presented in This section. This rate recommendation is designed to enable SSLGC to recover sufficient and equivalent revenues fo meet all operating and capital obligations, including the debt service required to fund SSLGC's forecast capital improvements. Table III.10 presents a tletalled summary of the rate plan proposed for SSLGC under Scenario 2. Table III.11 presents the lorecasl revenues from each customer under this proposed rate plan. Table III.12 summarizes the financial plan and forecast revenues and cost of service (or the ten-year period FY 2011 - FY 2020. Details behind these calculations can be found in the rate model presented in Appendix B of This report. The following is notable about This rate design • The primary rate design is composed of two elements - a fixed debt service charge, and an operating rate per 7,000 gallons for all wafer sold. • The operating rate per 1,000 gallons is composed of three eleinenls - 0&M, lease payments, and Cities Dislribufion. • The cities of Selma and Universal Cily, as well as Springs Hill Water Supply Corporation, are assessed the Cities Disfribulion charge. Selma and Universal Cily are also assessed a Transportation Charge. • There is no longer a Repair and Replacement Charge, or a Future Development Charge. These charges are replaced by the application of the Cash Basis ratemaking melllotlology in Ilse calculation of the cost of service and rate design by customer class. • The rate design ensures that tales will recover the cost of service (or all years of the lorecasl period. • Rale changes are implemented in October of each year. • Meets a minimum debt coverage requirement of 1.25 in every year of the forecast. Further, the following is specifically notable about the rate assessed to SAWS: • The rate is intended to recover the cost of service incurred by SSLGC in the provision of treated water to SAWS. • Because SAWS is having its own water treated by SSLGC under this scenario, SAWS is not assigned any lease costs. • The 0&M rate per 1,000 gallons is calculated in This scenario to be a uniform rate (or all SSLGC's customer classes. In October 2012, when SAWS is assumed to begin purchasing water from SSLGC< the O&M rate (or all customer classes is forecast to be $0.71 per 1,000 gallons. • If circumstances change significantly in the future, the project team will revision the assumption of a uniform 0&M rate per 1,000 gallons (or all customers. However, any changes in this policy would he subject to review and approval by SSLGC staff and the Board. A Page: 44 Schertz•Seguln Local Government Corporation 2010 RaIR Study -UPDATE -Dec 27 2010 TABLE III.11 SCHERTZ~SECUIN LOCAL GOVERNMENT CORPORATION Scan SAWS Conlrad • ~Dec 2010 Updela ( oreoaat Revenues fmm ~ Water RetelRecommantlauone _ T 2068 FY FY FY FY FY Actual 2077 2012 2017 2014 2016 Schoriz forecast Vdume 1.458,589.000 1.395,138,815 1,406.193.058 1.417,247,303 1,428.301,548 1.4J9,200.A83 Foierasl Revenue 5 ~ W"7,715 5 3,646,152 5 3,771,840 $ 3,785,476 5 3.281,065 S 4,112,978 Sepuln Foieoesl Volume 1.504,644,000 1,274,087,100 1.702.603,889 1,371,162.861 t,359,873.73D 1,387.894,658 Foiecesl Revenue 5 yGJG.756 5 7,488,214 5 7,514,483 5 3.080,122 5 3.785,672 S 4.037,045 Universal Clly Forecast Vdume 5,726,000 20.428,000 20.479,070 20,570.288 20,581,68) 20.673,047 Foiecasl Revenue S 10,077 5 41,080 5 42,392 5 39,008 $ 40.546 5 42,710 Selma Forewsl Vdunle 82,752.000 64,621,000 84,782,553 64,944,609 85,106,870 05,269.837 forecast Rovenue S 125 4G7 5 129,888 S 174,100 $ 127.785 5 128,287 S 135.108 Spdngs HIII Forecast Vdume 84.647,000 182,SOD.000 782,500,000 182,SOO,OOD 182,SOO,OOD 182.600,000 Forecast Rovenue S AB0,100 S 497,A75 S 508,425 $ 477.400 S 490,175 S 508.426 SAWS Forecast Vdume 0 0 0 3,828,452.O7A 3,828.452,0]4 J,828.452,O7A Forecast Revenue S - 5 0 5 0 5 4.378,374 S 4.531,166 S 4,897,165 Total Forecast Volume 3,116,357.000 2.978,780.915 2,976,558,550 6.844,837,115 6,88q,615,815 6,927,948.780 CValOmel Ravenna 5 7,B35,SV $ 7,782,789 S 7.981.358 S 11.297.733 S 11.056,885 S 13,873,432 Non~Rale Revenue G90461 687,523 708,149 729,387 751,275 773,873 Talal Revenue 5 8,623,978 $ 8,470,312 5 8,698,607 5 12,023,728 5 12,408,160 $ 74,607,248 Page: 4G E n~ V u e V R E ~J N h O ~ $ ~ ~ m A~~~~yJ .. ~ xrua~~sJJII~ m N O • o 8 i.° &.! ~ 2401- ;9f ~n~C °o o S S 0 9i b~ , ! ~~ ~i~OSP$ v „ ~ ~ ~ (~`! N ~ ~ S I~ N Q .•• g • S , fP~.l 1~V NN n V QQ~ (J ,`j V q ~i m 1 R o ~ W 8 8 b ry B ry n N m o p 1 V eo'l ~ W Fi N tV 1~ N V O .- N ~ ~aP~INNmry§ w •$g$~o ~ J n~ ~ ~o°~ ~~~~o5w ohs ~ ~"' ~xnm°~"ar" ~v.° ~& ~~ e N SQ~ppQ4 • 6E 6 ~ 8 $ ni ~' ry ~ ~~ m g a, ~i ~ ° ~ Q v 1 Sao W ~ v 1 W ry j Q ~ `j ~ry ~c3g v. 9i ~ A q N $ $ ~m Gn ~ o° T N[S BO W . g o n V P ry Q j ~ ~~~~~ a y t ~ o~R~6~~i3 y o o ~ ~n ~ ~° xf!°mo o i o qq S.. ~ y y d. ~i p p R:c~g9t :( e . .. ^ ~ R mr9 e~>~ N . o ry $rv ~ $ov pp r'S.m~no'o N 8 °~ ~ "~"' 6G~~S.~djg J `~ Xi 1$ vA3rv~~~ 1 .- ~ n ~o •S 00o ~~ ~ ~~~ m ~o~'Yn' o~$o`. Q ern°o S ~ S q °'1S aT; n° o. wog$ $ w neT .. r~i~m,°~ ~a ~ ~ w ° N N 8 N ~ N q o W Wq N m 0~ IO 8 C ] ry w V W 1r M ~ N N~ I~ r .- N 4 F O a 0 0 N u b 3 u o ~ LL ~ h V x s ~' 9 , ' U H S ~ s s ue S? b ~ ° a ~ $ a B ~EO~ ~ ~ .S ~~ ~ E ~ Q ~ ~ e 5 ~ ~q "''o ~': ~ ~ a y ~ p ~` (' G ~ ~ LL~n ~~ 3°a u§ o° W ~I ~'~' ° ~~ 31 t~Ew u'Iw a~9i ln°vai Q~ a' A~~f~endia A a N ~ of n @ ~ I N ~ ~ o N Q I l I `~ t ~} S N ~ . j~ ul y N N w y ~g 1 , • y~ g R t] ~ P Ntj ` f • e Ol ~ ~ I N N li ~ I I R ~ L fx~~~• N w N w ~ N m ~ ''~ Ri, ~ ~ n tl u K f T '" ' O ~ U O K ~ N N N yb a6 $ OO N N t W I R l I I N N N `~~ N o N O w ~ w ~ , V y ~ ~ ~ F{ "1 O w XS o O a ~j ~ o ' 6 n ~ ~ ~ R g ~ e I i" .- N R l 1' 0 F w y w w w ; ~ ~o oR N ~ ' ~ ~° •°o ° ~ d ~ ~ ~ ~ ~ l 0 W U O `~ n Q I v~' ~ Z~ W W n y y w w U ~ ~ W VI ~ N y ^I •- _ N ~ I ~ _, ~: LL U ~ O rv n w y ZK W .-0 0o N ~ V ~ ~ o ~ •~ • •~ ~ FF -- ~ f I ~ I ~ n W }T N ~ N y y w w w .- ~- a y 0 e N ~ ~ ~ w ~ o 0 o N • Y hi s_ 2 o - o g 'a 6 ~ ,` di ~ I l "~ ~ I f w l ~ ~ N w ~G' o? S w o y l S ~ w S~,ooo N p w S $ 0 o . N ~ w ~ ~ ~ "`S N ~ N o o N w ' w oo o b N w 8 y ~ .- o a ' N ° ~ °- V `a ~ ~ ~ ~ I I I 'x N rv v ~ n w » w w ~ = Eo N ° ' ~ w ~ oof~o ° o w o o o 0 0 o d N ~ 0 0 e l y N O I f o U v U AO i w m O y >tl I C N o ~: y rb ~ ~ N t7 y G U _ E ' 8 E ~ ~ 8 @ I E& $~~ C l' d d I ~ S Spp p ? 1 _ ' C ~ ~ o E Ti N ryA °' rc L~5 d > 2 c Q ~ -~ ~ ~~ 6 = ~ `u u roo°F ~~ OO~~K~~~tE, ~ ~ ~ooo ~ LLy f oo r< ar ¢ , y °' i p d 0 N D ~ a v~ ~o .~,o N N ~ V ag mo ~a ~N >~ rc~ N I ~ ~~ n E N o u ~ m ~ LL u1 ~~~ ~~~ m~~ ~~~ N~~ ~~~ b rv ~Ym x~~ ~~,~ ~~i~ s~~~. N V ~' ~~ m. N vl~ d ~~In V Pn a NIA ~~~ri 1 '~ ~ ~r~c n wnn ~? oo~° 0 fl N $R_ 7 q s s 9R~~~....... tl nm~ G~~S~ ~' ~~~~..~ 0 ONO ~~~ ........ „S 4m ~ a bps ~R a.'RY..$ ~A^~..~ m . . 'i,. `. ., ., ~. N N e ~ N~~o naNn . R h~ ~ rr `~~R~1%' ' ~+ [~ ~i~~y F'.. In it ~. p y ~w V4 ~u`~N 4 $~`~a ~i 2 O '" n a+ w w ~+ ~.~ ~ ....... o S t ~e~~%.~~ ~~~F.. g. R b g N UO ~- O ~z ~ n ~ .. N M w LV .py P.1~v°'i~. b x. i`n ~ ga_`v.X i, ~i ~mn~ b', ~ O N U O `~ .~ Y- Q N O JU 'z N:l~mm ....... p P~~ &3~£~ ~o~n~~ .~~ ax_A x a_"R X33 _ ~~ ~ w3 ~ a S r- w a ~ y ~ ~ w M N ~ y U n E 2 oSxC........ oa o o ~ooy~.. d • ~~~o ~M E ~ °' ~ ~ ~ r°,9d f ~R~ I~ ~ ~ LL c I E °e„ ....... ~ o~ 8~~~8. ~ $oo~. 8 VN F C9 4 n H n n n n n ~H ~ ~ ~ O 0.O ~ ~ OU ~~ qq & ~ ~ ~ 2e3 ~¢p~ E' a ss ~ 3' ~ ~~~ y E~ ~ ~ '~~ ~4 ~ ~ E `euRse s~ ~ ss b~€ ~$~a~ ~ $ = ~ ° ~ ~ i "?-'g ~°&~rn$ a ~~r o~=~" S o ~~d~~ - } ~ ~ a a aa ~ z ~ l ~.._oo o ~ LLN i 9 9 G rI nQ K a 3 Ny S F u N _~ Fs v. ~c `o^ LL i` Fn NI IL ~ i~ $...io ry (`*' N ~ 6 , 3 „ Iv i I~ a' E A .. ~ ¢Cre 4 V . a o- C $~ ~° u n a' •^ UN ao OQ 3 9 Q~ d o r'• ~~~~ M ~` ~° o y V ~ii0oo ~ O y LL N ~~Rn~X . ~: . ., . . N... Y N~u~jaanv ~ n N~ ana e ~ n N-=u ¢n m'rly u r w o~~. .~ ~.. ~ „... Nf~~~on nv n~~o~Pg~. ~ ' ~.. ~ „... ~~~~.;~~~ 9 „_ V rrv „_ ~~~ra N o9~we. S a ~ „... N ogoSooo p S ~ w.~. C ., > B ti g @ z~ ~' ~ c ~g € L ~ g _. g a~~~63~~i~o ~g~~~oo . gg$$ y~gobS ' ~ F^.nz~^t~$~ S ~° 'o 9 ~~ 3~~e~eeeeee~ waoooo. ~eoooo$ a B yN F B 4 3 u e5 ~n ~ ~~ ~ = r 6 S N N N u ~ n ~ ~ ~ • N 5 . q N ~• h t - "4 n ~ K 8d. ga, n ~ .. ~i~ ~s g ~ N tl ' »~ oN ~ P " ~ & 8 ,. N _ a s n ' ~~ s ~ a ~ _ ~ N ' 7 h n n N u s o~. G e~,x s ~ y sm a d ~ n „ L ~ N %1 ~ w n n w u z o r .. ~ s .~ ~. y. .. s ei o ~ ~ h ~ n e~ w x o _ ~ ~ o n A' n `o n C LL r C 4 e ~ .. € N "` Sg V~ a o x .. .. r ~Nu 4 Q Q J 3 3 ' ` e € ~ ~ ~ ~. p ~ € Z ~ u a~. 3 5~' H o° x 8 o l u° 15 8~$ y~ osegs ~ 8 LLN O ~ ~ f o O ~F b s S N N~ N 7, 0 LL S ae ~ON IL ON ry 0 o' ~.....I~ ae 1 w V ~.... g 5 Y 3 4 ~.I~ ~ .I$ .I e'i ao I w F . . . . P~... ~~ R ~ ~ .. g ~~ N m~ ... ~N ~ ~xr~~l g' ~N N „N N Irv N x~ m ~o ~I~ $i~ g ~ .I 9i .I of ....I~ . I `{ m ....~ . Q ~.I~ ~.....In w 1 v. g $ ~. tl..... w n ~. ~....I w In V ,I~ w Iw 8 4 4 .In ~,,...~ N .. IR N In y . . .. m x.....1~ w Iw ~.. ~ I I I G w w w In n n n I n w w w Iw O ~ g ... ~$... ....$ ....$ $.... $ ..... c ~ ~ " f ~i ~~ LL m w w Yi d n w w n w n ~wp w n w O~ A° oS` d°X i` o T°S° A° T°K:=d4 d4 Ib oo o° S` p° 3 e e'e d°A`~o oc s~~~oal~ sm~~~sl ~~~"s.oss sssss~s, wos'ss s ssaio ~s ~ s ~, ~ a o g o0 o g °gwooa 00000 cps N l x ~~ 0 ~° 3 N E II E ~c ~ aE €~ Sfr ~~ o~ ~' €n €n li€~ 8 :e $e %~ 30 ~ ~-°. p_~ o^ s`~ 'p°pa g n~y~~b v ~a ~,6 ~ g$-g p5~'d ~rGa ~ ~w~go x~g-o ~' ga~So ~ ~a~~'6` ~a~ o a ZaX~~ V u' C1 d gN F f N 0 N N .i J _. ~~~~~ LL d j1( f OO IqL r! } N ~N .+ .~N n IN x ~e K of n Ian n 1N ~~.I~ ~S'I a. ~ $a C onn ~~ w ~~ 3 N ~, n • ~' ~ ~, . ~ S~~ K 5g ~G.~ ~$~~ ~s ~ ~~ d $ r a, n x. .. pN ge ~N ~ ~ an I •n H 1 w w C ~~ ri n ° V °~ LL o g n n v. an , O I 1 4 O I ~tl -~ W ]N N i I I o ,_ ° 2 ° ~ ~ ~ ~~65 b ~ g p i`N u °~=rc~ p ua_ rc~ L ~; N Ci P y °' ~ .SS °, {~'' I' $ °' r m a ~ n w H ~~...f' ^ eR~ ~A ~ o a2 ~~ o ~ ~~ ~ ~ „N m „ ~~•~ m" C'e~.~ 08 ~ o ~~ m g ®o ~ ~ ~ N ~tt ~~ w a u $ ~~i ~~ ~N. ~' ~~ ~ ~ ~ ~ neg. m a ~ £ rym d 1 { I 1 ° ',o{ g~~~ ~ ~ 5 y ~rc~~~[~, n°~ S i ~ °b ~fi 2°o u° d ° ° 25 0 Il ~~ OSf~G a~t~UF° Uu'O R a 3 n a °a !N oPo N 6 gF F 8 6V U n ~~~~ ~i }'~ ~s oI a s Y ~6na~ oa~~" ~ „o o~o un N rv~ nnN~~ ~ ~~~~" 8 ~a °8 M iT `~H Ti 6 Sa°+`v~'vR~ W .'n$nn o 60° nor N N. un N N. X r•:~~ S 5~ nn N= ~we~ SIB P~,°~~ w ~NaaP ~~oo oig nn N -- ~~~Ft~ ~ Nm Ai° 1. pP"" °lo rr N ~.- .2 n .- a n ~o o <~ F g a a ~ ~ a a a d 5 '~ o ~ 3y d»~§R 4A ur°i.~Xili ~~`xhSa ~~x;ti~~5g Sgg iS k3 t f:~ i c V d -.-- c ~,^ LL "~ '., .-_ `. N O N Y 9 u ~ ~x ~ ~ ~ ° ~ ~ ~ ~~~ ~ s° ~ o ~~~~o° ~ p ~ J g ggg , ~iQ ~g ¢ e ~~Yv IS TJ ~ N Xd R7S 8` ~~ n ro J~Ri tS `~ '~ N '~' i' `~~i °~ ° ~nC m N '8~• N ~~ I~m6 im o ° a• N a N ~~7 `~.d8° ~ n N _ 5~~ 5 g n~alm ri •~ S rv 5~~ g 5 ~~ S mTi fi !! 9~ ~i~~`~g N "~•~P R;n fd N ro N ~~neL'{ ~' 6~y R"~d EX ~,~ m ~~~~~° H N ~, ~~ a~ ~ ° u ~ y ~o° a~ ~ F V, q q o ] N~°rv~m rv Ng~u~~ .- .- ~grv~'~ ~ .- ro n y ~ ~~nn gg ~~~Fi 6° gyp, bi N N ~ ~y 1 °i S o`f 7 ° m N 6 N ry ~~2.~00° a N ~ ~ y N ~ ~ °rv b b N N as V n~ N ~~ rv~ ~l !N~ •X ((jj Q ~ ~ 16 ~ O ° ~ N ' N ~ ~Q O O ~ IO ~ a ° ' N N • O O ~ ~ f o ° P N I 1 ° . ~~R~~ S3 '" ~gR~~ ~ ~oR~~ R N t X !p 1~1 ~~[ Vi W B° O pN el ~Ny d ,$ pI ~~ { ~ N O ° ~ N p N ~j Y t~1 ~Y{ O I OS° n~, N ~ y k3 R ~ p g W iE `Y •n m $ Q yy g~~ Q l } p g6i~F"ix v Q 1 p °~IA N~YI v .- .- ~ ~ N o~ qw N Vg ~nm°o° ~ N NN S' g$$ ~'`N00 ° i VN N N p ~~vPi boS° ~ N • e~~~~ ~ ~ ~~n~~ o a~n~a N ~ ~o° ~ ~ a N _ y ~ ~~~~ s ° a N ~ N ~e~ ~o° a N . o io v W N ~~ O Y) m Q V~~ I M1 N a Fl j$ N~ Tn J ~ N aTi ~Fi^$~ S V N ~~R V• W p oRR~G N o ~b'~8° ~ N ° N 0~6~0 ° ~ N o Vi ~~o~~° ~ N • ~ °'~~~s ~ ~ ~~ast~; ~ aev~~ ~ .- .- N .- ~ N ~~ r yN~ 1 O O b O o O O° P yN p pN d N g O O O ° T N o N O $$jj Q ~i YJ ~° 0 O O r N 1 V o ~~ 4 ~ N m e)~ v ~v°o, ~ p q N ~°°~ fl~Na N O N N W Ri~d N ~r°rv~G p `bi y °N~,i n N6~ ~• "_ ,' a0 V a j c R = ~ o ~a c 3Y `~ £'~"~ a° OF ONNJNWa~~ s" b U E x -~~ ~~~4E G' vsi n` ~~ m~~~x~~~ ~ $u b ~ _ E ° i ~ r i ~~3 ~'~~~Eg~~ 3 K F d N N J N N 1Q F i~ 5 u ,. ' ! t3 ~ _ n w ', O '. - f O ', _:_ WS .' w ^."'b m , ',. LL C 0 ~ F , N ~ n ry ~ ~ ~~ ~Y ~, N 1 eg ~ m gg 8W ry M ~~ N o8 . ~~ N ~ ~ ~; ~ m ~ N ~ QQ 60~ ~~ N ~ ~~ ~ ~ ~~ G " R~~ o ~ GN 8 C ~~ ,g,'~ ~~ R ~ _~ ~ °! 8 M 1 N ~~ ei ~ ~ ~g M N ~b ~ , ' N ~~ R I ro ~ N 1 ~ ~ • o •~F " R ~~ 0 w ~" u19i •~,N S O Z ~ r 3 -s ' R ,~ N N U ~ '. ~ IN'm • $ ~ ~ C1 ^ • • ~ N L _ ., M ~ g o N ~ n A ~ .- V u N w ~ ~~ b gJ7 -N N ~ ~ SN. a S - ~~ ~g ~ ":N s C •- •- z ~~••g • ~ N ..... . ~~ s ~- 3 N N QNQ N ~: N' . N'' ~ O N ~ ° o _ o ~ ~ ~ ° zq -•~ ~ S }~ Y„ d !p~ o _ o b ~~$ 2 ~ EE ~ ., g. u ~ c t G vii a ~+ o u ~ n 9i .' 6i ~ ~ ~ E Y E {{ UF ~ P Ux N JNNN~ ~F p { Q UJI NJ NN Nl= G 3 6 S 3 N Xo .X'~eyI A o X,~ ,AP? o ~~ .~5 o 0 8. $o.ery III l ~ ~ I n I n n n n n R R e el., ~ R n ~9, xAq oo n n N~, Rq'G eN n n xo ..A?~ e s s n Ro t~tj .ef n l ~ R n o e°Z ~ ~ . n o °+, ii y1 x x ~ ryN g o n R~ (4N n I N I u F, n n n I o r I rv n _3. xe~ ~ n ~a ao R, n n ~~.. °~i S n .g n . I R n etl..K=& n em..YeN n n oo $ $ o~.. l 8 R n n n n n n e '~ ~ oev A"'° e .-6 o'o' oee~e~'~`~ o~o e e e a n 0 N O O 1 ~ 7 ~ ~ ~ f 3 i 3~ ~I II . ' E' ~ g gggg ~ ~ ~~ g gk f I ~1 € ~ ~ 3 ~ ~ ~ € y y 4 a~n Vi ~ ~v~6$ I~ ~d i 12' yu8fr+~~` ~d ~ y'ad~~ ~~ a snob 1 a ~~b2° p ~ X [ 0 AppendixB 5 S k ~'o "~ro N Fi ~ r'o ~a N r ~ E N . I ~ I I ~ w ~~ N x ~ w `~ w ~Fy N ~n y T= ~n ~ ' 9 ~a .~ °' n ~a . . € ~ o ~, $g N f I Q I ~ n So .~~ ~ w A n ~. ~ N Se ,~~ A ~ 6: u m P ~ ~ ~ N w ~i nn ~ . N ~ n 6'S ,RAN ~° g ib w o ~ w 8$~F' ~ N ~ n ~ ~ No eol ~ w s n l ~ . s ~~ oo N n $ ~ ~ oo N n ~ ~^ v N o ^o.~R P y ~ ~. ~ oo $r w ,~ b N t~ $ ~ N I ~ ~ .° ~ ' ' ~ ° ' oa ~ ~ £ ~ ~ ~ l N I I ~ ffi „ oe •~'C N K s, R & .tl ,R?C N ~ N 8 8 v ~ o ~ e~ eai ~ ~ as ~o N in ' ' ° r 4 $ n b oo b ~' J w ' ' n ~~ oo oa ~ ~ a' I n I ~ „ I $ n w ~ `u° ~ ~ e e ' o N ~ e o°ooo 1 oa ou o l Vp I j 0 ~ r w qq j b U ~~ _`° ~ ° ~ u ~ 3 ~ 2` o € e ' 6 E ~ ! ~ ~~ C88° E k °0 ~ ~ 9~y .9 E gg ° °` ~ ~ ° ' 8 ~i v~ ~ n oo3 a a~ ¢ 3 ~ ° .4 0 ;N So .~ ~~ V a~ ~ ~6 .- a J a v 0 j m y M ro ~ f0 Y°1 N o ~ r_ o vl u~ f0 o ~ ~ ~ o ~ to ~ rvo~ ~f to r7 m m m I. n y u i~ ao `r LLo c6 ri d N N ro (9 f)f Vi m m r m V N^ N r m ~ ~~~~ h N ro ~ r o n_ ro o o uNi ° ~ c m l~ n vmi n M v ` N O b ro o ~ _ N V N N c0 fD yl y) Ill N oopp O V r ~ r O n ~.. °' n ° M N M N° ~ ` y T l0 t°~pp t0 ro F W }} V It) O lp tp 1~ M N LL N . .- (V d Z ~ Q Q M 'T' N U ~ N (9 M VI ~ W ° ° ° ~ ° o 0 H o ° ~ ~ m . U d c ~ ~ o ~ N N LL (n - O m M M ul } ~ o° o ~ ~ i ~ 0 0 a' ~ o ° ° Q U ~ N U J ~ M M » M ~ lL a z 0 F ° N d a n G ° ~ . ~ .~ ~ o 0 0 an, c~ N ¢ U 6 { = Z ~ Vi N 1/! IA N W O ~ v ~ 0 U ` N 6 ° l ry .-. ~ ~ J A C v Z LL d N ~ t1' ~ O N y b U ~ p O V Y ~~ ~ ~> N «~ j W 0 0 ~ O ? m .? &~ i U UI m ~o ~ ~ U z~ 7 0v o rv(7b t ~ a a v~& a5 ~.4~1 .a 10 5 ° o ~ a ~ v o 19 ° ¢ um >c~~¢ ~ 5 guLL~ v ~ m ~o~K~~~ ~ ~ o> 1 - W 41 ~ ~ N m ~, ~ ¢ W N N ti K ¢ ~ ~ LL 2 U N l 0 a x s a V 4~ S a ... e „ ...I „ ~ ,a „se we m„„~"a° N~o~b ~h ~~ UH _ ~V o A~ 2 0 4~ Cu 3" ~~~ '1u5 e~ xso~~ s ~~ ~~ ~o~~ ~E ~H ~•....... .o ^~~o~~s.. Ho ~ „_„_ ~ ~ rv~r~ ~ ~ la$ k . .. ~e 6 6 S b 82 ~ 33 ~~~~g~~~~g s ~~~~~~~€~o ~ x N 1x O x ~M~ se°°°ssa=o ., ~~~pp° e%oogoooo£ ~$o~o° oc§§L' cm~C E EFYJd£5 u.^I111~~~ ~F~- ~~wa$~~ s w=~ S "»»~, ~d~2a~~d~v~°k" fi~ ~~ ao n a h x~ ~•~.. aP g N ae oR~ ~ $o ~~, pro `~~tss s "a w~~~oo ~3~~aoo$~ F a s s` x a L7 F D .................... 0 o o ~. ..... e ° ~ w ~x ~ w~ .~ .,6 nb n rS .+~ ,.. ° X .+ .. a .+ o . o ~~ ~~ ° e N mn n ~ 8S N 8o %e ............ e d .. R n ' ° ,. c 0 a LL° r ., .. h ., ., Uo ~ d ~ ~ p p C~ ~~ I nG o Y i ~ ~~88 °~ ~ .a ~ a` ~~~ssss`ss`ssa` ;~s~ ""3 ° ~ ;;`°~ g o a s ~ s € ~ ~ ~ 3 ~~ ~vo°~ o a o°o o °ee ~~~'~e e ga` ~°° ao 'O' 55 'troy s m~ffr °°a°% $ ~L o°°°°ooo o . 1~ N ~ ~ ;lS, ~ a R b pN b QU N mpO _N N O O Y N rc v C1 N Iq a a, 0 p 0 d V 10 4 b O W 0 N W N N lp O h 10 1D N 1~ b N N Q (V 1~ N N N V OO (V W V d O O d d. ' N ~ N N 1') 0 Ofl ' rl C O b W 0 O b O yV pO~ pb~ N 1p: ~ b O O N o ry vla l'wo v°~ ~- ~- M r r ~ I~ O~ N M N V1 d 1 ` J y ~ O (J Q~ 1p p y ( V 1 p b O O M N M~ N N O I O P N I~ N V S p d 1~ O N ID O 00 d 0 F ~~ 0 v U v a a v ~ o 4C q N o o ° NO ° b o 0 o O o w oo°o m o 0 « d p m rito ~°n mod w 0 ~ 0 o 0 N ~ p N b a o ~ N ~ E U E ~ ~ _~ C ~ 5 ~ o > O Q n U n ~ `w G a w U ~ ¢ a v K N ~ Y ~ x O E N 3 ~ a i » n E N J .~' d n o p D ~ v 3 ~ _ U = YY ' rv E ~' _ x U T w ~ O ~.E ~ ' CI i . m r ~ ~~nn ~ , u j E ~ Fn O ~i ~ ~+ 2' E c 5 D J O NNJNN 41 Fd o) 2 N41J4! f7 N F N N d y R ~ ' v a u Q! m a S 8 0 u ~' S a y0 .$ c v CX ag ~~ e4r C~ Ob' o u 3; ~~ 0 M 3, q3 e' 4 yi a°~'a AM~~n°a..M Y.......5 w^~nKR~~~ ~p •~, 0 ~xa ~ n- ~ _„„psi„~ n ~rS~ s ~ n.n_ ' r ~ ~ ~ ~m ~xxa m p "' ~ „.„~' a c~°z^R~d ^~~ sa aka m °"s~~~m_9..~ ...... ~ p~~~°~,~~ ~~p. 5 N~~' x ~ n ~. . ~ a~m°~xar eo ~ o °om ~ Nnnooh~..~ ...... ~ ~~ma8.~e.~~ w=n• P N-N- 'G tg w x to w £~$~$ E n g>o~Ea ~$ '$ a 'o aS E~ 62 y0 g~~ £ ~$ B 3$ £s$3dggg~~ o ~Q Fe o~ ~o G ISg tog ~ ~~~ii ~'~F ~'"X yuT4 t i`u 8 io=~ e&~`., C8 w aE8 L8LL8` x ~ ~ ~gg qq ~~ .~o° SSvAAVxaoe- 300.;.<~~oor rY "`.J"'" ~: 0$5~oee• oooos o'~~~ s s U q .5 ~' --~;NeaRoe ........~... ~ ... 0 8 ~.-rn_ _ ~ i ~ ~ i n . _ ~ ~ s P~~~°RP ............. r ~. ...~. 8 r R ~ $ ~ m$~' °~ ............ ~ N.. ~ ~ ~.-r.+_ w ~ g W n~~i~mn......~~.... ; R H...g. ° "~J~FYN n~,~~ ............. a ~. ..,°g. °_ d~Ndgmd ............. ~ N...~. 8 ..~rn.- m 8 $ n C ..~ .. ,.. ., B ' ' E N ~_~'"_ m ~ ~ g n 4 C 4 ~. /~ n a+ w ~ j ` V Q ~fgPi °o mm........... ~ ....g.o Pa Iy e a .R C ~ J C U7 tD n h ra r . EO u ` 3 8 ' ~ ~ ~ 66N ~ $ 6~~ ~ ~ ~ ~ ~ p o ~ ~. &-~ o~ ~~a~ s~~a a~~~~~~o g ~~ ~ ,~ °`~> S 3 fr ~ g ~ww2 t . q' !Q N o0 0 W ~ $ ° ~ g ° 8 _a` ` ~A ~A ..t 333~unneooooooeoooooo °w ~ ~ ~ ~E~~~$ J y 3N Q [~ ~ E 3 b;.... x.... ~~ ... ... ,, ®a ~ ~ ~ ~ ~ I~ m ~ $.....~ ~.....~ ~..... ~ ... .....`s~ ~.... e s ... ~ ~ ... ~ ~.... ~ m ... ~ „....~Ir.. I1» ~ ~ ~ a I~ s ... ~ ~.... ~ g.... g ~.... ~ ~.... ~ .... vlo ~ ~ ~ M ~ N $ ~ y Ih ~.....~ ~ ... ~ ~.....~ ~..... ~.....~ .... Pr_ N ~.... ~ N ... ° ~.... ~ ~.... N ~.... ~ „....~m „ ... w o ....~ ... ~.....~ ~.... N y....y7 I~ q n S ~ '8 g ~ ~$ { ~~o~~~~~ h do~1~, ox~~x~i~ oosooo s o~°~~° ~ aoo~~s Noo $ t>g~8o8,i~ g8ooool~ oolo °0'6 °eIa aglo CN $00 g g~ ~ ~ .- r ~ .- ~ r ~O 1 ~p ~ ~ c O ~ ~ ~ ~~ ~' c~ £~ c 2 c b Ec c o c€ ~ €E ~u ~~ Cs§~ EaE~L ~ssEa~`a 6 yy~5~§-e C 5ssa g :e s3a g? ~~~5~5..,, a~~H ~~ I aLLr ~ d~~g~~~~ d~`S ~~C ~ $gge~~ ~ ~o ~. a~:~LF~O '~S~rcd.~-i3€ 4~1 ~I 6~~+ Uf rc ~.r F uF C-SF ~- rcuF6F u c 3 N~ S a a s v g.... g "~...~„ °s.... ~~... ~m ~ '~ „n ao ~sio ~-N ~ mN ~.... ~ ~,~...g6 0 ... `g ~n...yF n 77 ?~ ~ ~ ~ ~'~ rN ~ ~N n ~ m a 8 8 ~ ~; /: ~ N n ~ •- n ~ry ~~^~~ w 's ~~ ~~g ~.....~ q~..S~R 8.....8 R~...~;5 p ~ ~g ~ S ~ ~ ~o ~ N ~ n ~ ... ~ ~~ ~ g.....s xs•• "o ~.....$ Fm.. ~ $......~ £" m"s rv G~ ~ : $ G~ ~ m m ....~ ^n.. N o ... s iz~., n «~ .~J w~ .g r~ ~n rv ~ a w a `n R R ~ ~ ~ "°~' A p0 ~ J rv~ V U ~ g 4 ] H w 3~u oS~o'~~s ~ an ~ .n e4y4 ' " H l ~q O ' K ~~ I JO F ~~ o n s g yy~~~ ,. d S 3S ~ ~ i °z 3N d s~ ~ ~ Xg k~l ~o .~ ~ ~°s Q~ g ~a~go-o' o ~a~go S~ a~o`go of S„~o~~o :~, Js`44Y f~ppE-`~C 99{ sp8'A~2 Sa ~°- s. 4~A ~ix~¢u't ii° ~05rcuF U~ it7~ t~5rc u'r iif ~o~5 r°~ru~ m a V ~~m~ ~x~~g~ ~~ ~~~~~~ ~ SSooRm,R on~g$~,~ ~ ~ ~ ~ a~~~c~~ 1~- .. 8~3€ ~.~,~~^~XC 3a~y~y~g g&ooR9~ IIP `~",-;$~~ . {{ JRervN ~~S ~~~~ ry : 'SSI ~i&6I~~ d XRRoo ~ g BAXo Ran ~'a-8~o ~r !!gq X.p .o rN~1 nPe'- °o .ni a° I N nrv u'1 $ p ~~. uq ~ °~i ~l ry ~ ~a~ed~g 1 I .` ~qN ~x~~~~F=~ ~~ "'x,8 ~~9tPS~A ~~R'"G« .. _ _ :r e Rod", _ 2 x ~~~-gs~~ aa~xr ~.~ ~~~e~ l ~d$°R.ffi ~ ~ &~' R~e~o ~R n8d~h o ~ o rR° ~ ~xRFS~B Ae m~~~ 7~R.~G~t3 .. 8 R# ~ 4^ 3r.Rn „~ e,~~`~~x:~ ~x .~ aFRm RPM RR ° ~ti°R -~ n o ~pn R~sgg~~- o „_ ~a~o rnoo . a~R~°R~$ 7~R~m ~~~ ~I n ~~`~° ~~8~0^~~~ '~~o~PO RnRoRa^ ~~~^o ~~~~ ~g~3.~51a~ a-° xs S~R~~3~ '~na~~~~ "~ " R~o~~ ~~ ~ ~~~~~~~ n~oR°" ~~~~o°s ,_ s s~z~~ „ o:to~moo „ ~~~~~ x ~ ~saad I g r _~ _N ' ~~ gg i{IA d~ 44 qq ~SSE~~a .E ~4 i`n~~~w x~ ~ef6666u y~~p rp yy ~ "~clb8~ P ! ( °g ~ F w~~3'~ ~ E 2 ~ 0 e ~ .w ~ ~ c ,~ N ' 9 a ~a 5 < $ ~N a ~ ~ 8 9 Y $I ~ ~ 7 ~ ~ ~` ~ 8 ~ ~ ~ e E '~ F~ ~ Y1 - ~ ~ ~~ ~~ ~ ' H ~s ~ ~~~~~~~ag a~ ~a~~ ~~9 ,h a ~ ~~~~ a ~ 3 Y ¢~ N K S 'N v a y Y Q~~~ V !q 2 Y N $ N r_~~ W ~ ~~~s~~ ~ _ ~~~"~~ "s N 1 1 ~N ~~161 NM ~. y~y~~~ryp ~Op ~ el lV ~ N N~ W O N~ ' ' N O O S ~ 1.1 tm•1 O n Omi ~N .>nu ~FoJ °'3 St~m e a ~~ v~~ g y ~ °~1 6 ~.6 o tl"i `°'1D 'O mv°ii ry yy ry ~ nS3`~v 9iJ m ~nN rJ _ < ~o$`'~~'8' m ~.- m e cta...~C~~ 4.~'sBS"m. f;N ~~~6i ~m ~6,~~e~ 240 °. ~'0'~y4 ~~~ag^e q~ .~6~~ g6~gg~~o ~~ M~ Sm , m ~b I I , , ~ A&~ 85 {{ p 1 } 1 bl W V ~ ~ o$ pp t`1 ~ N a VI ` ~ m m ~ 1 l p ~ N~ ~ Iw`I W •~ ~~ mb ~ 0~0~8~ ~ ~~ °~ P 6t~m 8'~ & n ~ ~v n ~P ~n~~ n ~~ N N v~ V1 ~ pi , P P VIN g 0 o g O N W V~ ~ ~ t 1 W O M1~ p O E 0 N~ N n O ~~n~~ m Y N s Y p o p?S aL o YX N 'g N O cog _ E ~ ~ = E „ . ~ ~~ [[`~'' ~ ~ °o P5 rc~' SF U ~ ~~ gin v~.`~'n`'n°~° 3 G3 N a Fg rE 8 N N xx~~os~ . ~m~o~5~ ad~~~~~ ~M~~os°a N ~~~v~v~~(g(VV ~~~~yy{{ ~~N~00MS a~~~~6~ N ~n~$F'~p R. ~"d- $'' ~ o m~M"dN 8e~ N ~~~~~~ ~~R~~~~ °~~~oo~ N rs~~~~M. ~~~~~~~ r r N b ~~x~d~8~ N R~~~$~~ ~~ m~ 5i f^~6g9N N W NAY IQigoN N n^a~~~ . ~ ~ ~ N ~ ~~. ~ .oN •Ib I N ~~..~ . ne ..~~~ ~~ i" ~ R R~ ~ N I N ..Std_~ . ~~ ~~ ~ ..m~b.~ . oN N~ ~N M b 0 N N ..~~..F . ~~ iA Xi $i 8 ~ o ~~ ~ ~ a~~, q ~ ~~ ~ (NV Nei e 1 N m~o•~ o ~~~ ~ Ned . .~~o~ o ~~~ °~~ ~ ..~'o.s R ~~~ IN ~~~ ~ N V 1 N ..grJ 8.~~ o ~~~ s ~~~ ~ m8.8 0 ~N~~ W~ rv N m N N ..0py~S~, °o ~~~ m o~~~~m ~ rv~ ~ ~~~ rv ~ ~, N N p~1 N ~ , 1ND ~$ Q O~ ~$ o O d Q N N V{ • ~ N • , NN N N • N N • o V{ O , r /~ N ~ OO ~ ~ p~ O 1~ ~ O q „ N E f m ry V~ V q f~ o r V p I b ~ V ~~pp V O~ N ~O ~ P y p N N V 1 0 V ry N N W ~1 ~ ~ N d u N N N N N N V * ~ ~O O ~ g p ~ S N P • ~ $$ ~ O ~ , O • ~ O O O S , ' o ~' ry ry ~ O V N$ O 0 V ~1 V v p 1 P~~ V N U rv `~"'~6{ P m rv~ a Qi~~ r F i . m N N N N N N N N Q T ¢N¢ V N ~ °~ ~ ~ ~ ~ e ~$ 3_u p .~' _ E = ~ ~ D _- E o P ~ a ~ ~ c ~.Cv ~~~ N n` g~ N~. l~n$ w n` tg g~c ~" GhSN n` 0~3 FE'~~[z~'~~- Q~~' u en =5 ~'~gE~¢513 ~ g~ efi~~-E= QQn LLLL F mNNJN V1 N1= U F F fONNJNN ViF U U!= L1NN J~YiNNF a g a s a ~_ Y e Re Y^~ 7; ~ e7 No x ~ ~ ?o ~ ~ ~aaJ~ ~~~ ~~1~ __ aka r,= ~a~ _e .. G~~ .o al.~ no ~v I' ~~~~ ~,~N ` .xe~~ ..ne 6Fo -o &~s Ye „e alri N~.lo ~r~IN N ~~~ . de .90~ d6 .pa SG, ~A`8 ao.. ~ ~7~g. i ~ ~ I~ ~~~~ ~ ~~1~ eol• N ~~m ~~ P ` ee ~ry~ °tl ..rn oo .. a Pa~~ °e ~ s nee . ~I~ ~ 1- ~~1~ ~ 1- #~1 ~I~ ~ ~ ~ eo .ee~ oo o~ ` ~.~ eII...,~ q.R A ~ ~ R ` oo ~R-9 $ts R~.. ~. off?.. .U ;~.~ eel .. ., Iry ~ N ., k n S~, n "'ooo'~`'s vevo veoo ~ { 0 g & I ~ ~ 3 ~ I u° e ~5 8 ~ 3 ~ ~~ ~~o ~~ r ~ F a 3 k 5 a R~u~~~: o~.. $s's xg~ =a. e , ~ ~~~ R ! °xn~e ~ ~~^~8.. N~ I= 1 n`dn mp W y j u~~~d i q R n nn`d °; ~i N { 1 fl" ~ VI~ p u } Se°rv ~iE ~ tl S ~~ N ~7 SS~ ~ yy~~ ~e~~ 8 ~ o« S, „ $L' gC~ 8 N :' 3n`=.~ e S ~~ ~x o ~~ ~ ~ ~~ ~ ~ r ~ ~ e ~ ~~~s~~~ ~ ~ ~ 1 ~ ~~.~~ o I ~~~F ~ ~' ~~. 5 w n E:j C~~~. E Y ~~~g a . ~~~~R~{ I ~ ' ~g NN ~ ~ ~~~ ~°' N F~~~ yr ~ ~n~K ~~fl ~ " - l 1I I o ~n r~~ I °. P~S LI~B 3 N x l aOAXR~~ x ~. an ~~ I~ µ . e~ -~ng ~ ~' g~.tns "% WMS~~ "~ . NN ~° e 7 e~l~ ~N ~R'e° n ~ ~~~y~.n~~~ ~ ~ ~ 37 F,m N~ a$ o nFC~~= I.} RX. .~.65. 98~g .S ~C~G I 8 C S;~G:,8~ { dYSp IH ~B ~~w ry ~^~% 4e 6&8 ry # ~E~~SGf ~ ' } Y:~a o~~° ~Y. SF~ }~~ r'`t. I q~wR j ~ Y Yn8.68e . ^~S-AC'S R~ ~'n 2~3 ~.o X~,S~ I~ ~ . .Si~~. 1°i .°~U »N ~~r ~~ ~' N I ~ I' ( ; 7°n.~~~~A n n~3 P,Gory 77A S.,S A.g ~S r9o~ ~ .°i~$°~n. ~~o~aso ~e ~~ ~~~Y Pn . ~. fI~ ~ ~ n~~~ 5~ ^9&~°s x~ Ss.", q~~ s.~ia~l~t r.Gt3.e~a , v b.Sg ~~ n~ ~o :7:R PN~ $S Y ~ ~ o3one~n _ .A~ A~ R ~ ~~a ~3 „ ~ 8o~'~S Y N` X~°~~ n ~ ~:R~ „ nn $ 8 tl3{R _ °~ ~ F ~ I N I N . n~ 30 ry K 0 i 3 , 5 a~ . ~ N ~ ~ ~I ~ I B ~ ~t gg ~d& ~ ~ p ~ £ ~~ I ~ ~ S Y ~ 6 J ~ @@ ~3 g ~ $ ~~~~~~ ~ y s ~ di ~~ k~~ ~ e : $ $ ~£ 3 ~ 0 Dale: 12127110 SCHERTZ•SEGUIN LOCAL GOVf:RNIJENT CORPORATION CALCULATION OE SAWS SHARE OF E1fIST111G DEBT SERVICE I. Bonrl Issuos UsodlUsalril to SAWS Oonrl lssue5 Series 1999 Series 2001 Sedes 2005 Sedes 2997 Sedes 2010 Total Sedes 1899 Oonil &Sorlos 2001 Bond Oriplnal SSLOC Rafe fdode1120810 SAWS COnlracl.xls SA1'7S Nlocalion S 10,000,000 41,040.000 0,500,000 30,425,000 23,515.000 121,480,000 iolal Dolil Sedes 1999 S 10,000,000 Series 2001 41,040,000 Total 51,040,000 Total SAWS Conslruc0on 33,38G.t2A 7,833,859 Erglneedng Desgn 2,262,422 Englneemg Admin 1,214,251 3,496,673 820,205 Rghl of Way 2,340,487 128,949 Pro;ecl Coordination 500,000 Legal 180.000 General 1,500,000 2,180,000 511,550 Water Rights 5.A64,089 - Sub-Total A6,8G7,373 9,294,563 19.8'h Pro(ecl Coordination 500,000 Elecldc Prover 492,525 River Crossiig 29,800 ldiscellaneous 84,613 Insurance Inleresl8 Calls 4,272,484 Investment Income (1,208,795) 4,172,627 627,500 19.8% Total BOrMs Issued 51,040,000 10,122,063 19.8`/. SOURCE: 1?I02fl01,!eeG~ Notes Sorlos 2005 Bond Total Oabl Series 2005 S 6,500,000 Perconl SAWS of Total Da9l 19.8%, NOTE: This boM eras used to rotund porlbnso11999 and 2001 debt; Iherelore same percentage of used and usalul assets applies to SAWS SOURCE: 1 210 7110 19eeling Notes i ~i id(YI~P711~1~ ~' _'i Page:1 ~ Portland ~ . ~ ~ ~ ' i : ~~ ~~ ~~~~~~1~. ~;~ ~~. (ill Dallas L'conon»c curd Finnncird C'arsnpiug MEMORANDUM Dale: December 2 2010 To: File From: Dan V. Jackson Re: John Winkler Alan Cockerel) Patrick Lindner We need to do a revision of the model calculations (or debt service and leases. New assumptions: 1) We need to reallocate debt service to ensure that all assets used and useful to SAWS are being properly allocated to them. 2) We need to remove lease costs from SAWS' calculations. There are 5 bond issues in total: 1999 -- X10,000,000 2001 -- X41,040,000 2005 -- X8,500,000 2007 -- X38,425,000 2010 -- ~v23,515,000 1999 issue X10.0 million was for leases and rights o(way. 5500 Democracy Drive S1e.130 Plano TX 75024 (972) 378.6588 (972) 378•G988 fax Jackson economists.com web slte: wvrvr.oconomists.com f~ 1 /;~. ti.._r. I ~ SSLGC Original Bonds and Costs Total Bonds Issued 551,040,000 Insurance, Interest & Costs -$4,272,484 Investment income $1,206,795 Funds Available $47,974,311 of Total General $1,500,000 r 3% Repair&Replacemenl $500,000+ 1% Legal 5180,000 ~ 0% Water Rights 55,464,089 ~ 11 Protect Coord 5500,000 1% Right of Way 52,340,487 c 5% Engineering 52,282,422 ° 5% Eloclric Power $492,525 1% River Crossing $29,800 ~ g% Conslruclion Admin 51,214,251 ~ 3% Conslruclion $33,386,124, 70% Total 547,889,698 100% All Other Than Conslruclion 514,503,574' 30% Construction Detail % of Total Other• Costs Total % of l'otal Well Collection Lines 5854,447 3% 5371,188 51,225,635 3% Main Pipeline 518,616,332 56% 58,087,293 526,703,625 5G% WTP & BPS 56,915,614 21% 53,004,276 59,919,890 21% Filters 51,631,664 5% 5708,826 52,340,490 5% Ground Storage Tanks 51,205,591 4% 5523,732 51,729,323 4% Wells & Pumps 53,727,474 11% 51,619,286 55,346,760 11% Misc 5100,000 0% 543,442 5143,442 0% Contingencies 5335,000 1% 5145,530 5480,530 1% Total 533,366,122 100% $14,503,574 547,899,696 100% \ugusi 17, 2010 Pngc 2 E. Soft Cnst I. Engineering Cost Design $2,282;122 Admire 51214,251 "1'olnl $3,496,673 Engineering %_ $3; 196,673/$33,3SG,12d = 10.•{7 SA\VS L• ngincering Share = $7,833,559 ^` 10.47 = 5820,205 2. KO\V Cost Segment Ler~pth Easement (ac) %S.\\CrS Use SA\C~S Cost #I 110,000 75.76 38.90 $58,9.11 #2 18,000 12A0 O.UO 0 #3 96,000 GGJ2 52.94 $70008 Sub Total 5128,949 3. hliscellnneous Costs Project Coordumtiou Legal General TOTAL $500,000 $150,000 S 1.500,000 $2,150,000 \lisccllancous _ $2,150,000/$33,386,124 = 6.53 °/a SA\\5 hGscellaneous Cost = $7,833,859 ~ 6.53 = 5511, SSO r. SA\Y~S Pipeline Sbaee. Capitol Cost $7,833,559 Enghtcering $820,205 RO\Ct 5128,949 nlisccllaucous. ~ 51$ 1 550 TOTAL 59,29.4,563 Friday, December 3, 2010 7:36:13 AM CT ~ __ ~"1 Subject: RC: Clarification on Allocations j`I'I ~~'~''~~"'r Date: Friday, December 3, 2010 7:31:12 AM CT From: John Winkler To: Dan Jackson On the first question on the original calculation for the 1909 and 2001 bonds, the $9.8 million was based on my calculation of SAWS portion of the used and useful components of Iha system. So the answer is yes Ihey will be using all of assets exclusively. On the second question, Ilte $7 million for the storage tanks, that is Ilse total cost of Ilse new tanks. SAWS will be using only a portion of those facilities. I will have to calculate to gel an accurate number but is would say about 35% of the storage component will be fully used and useful to SAWS. From: Dan Jackson [mallto:djackson@economists.cont] Sent: Friday, December 03, 2010 7:26 AM To: John Winkler Subject: Clarlflcatlon on Allocations Importance: High John: I have a question regarding the allocations of assets used and usehd [o SAWS that we discussed yesterday. On the 1999 and 2001 bonds you had calculated that the value of assets used and useful to SAWS was about $9,843,335 of the %51,040,000 total debt. Given the magnitude o(the volume of water SAWS will be purchasing (greater than all other customers combined), is it fair to say that these $9.8 million in assets will be used almost exclusively by SAWS, or will water purchased by the other entities also use these assets? Same question with the 2010 bond Issue, where we determined that $7.0 million of the $23 million was for stm age tanks used and useful to SAWS. Again, will SAWS almost exclusively use these tanks, or will water From the other entitles also use these tanks? Let me know. Thanks. Dan V. Jackson Managlny Director Economisls.com 5500 Democracy Drive Sle. 130 Plano TX 75024 (972) 378-6588 (972) 378.8988 lax (972) 998-0417 cell dJackson c~ ecomm~isls.com www.economisls.com Skype: dan.v.jackson Oovoo: danvJackson Page 1 of 1 SCUCR'T7/S>/GUIN L0CALG0VL:RNA4CNTCORPORAT1ON nl!,I3T SI;I2VIC1; SOIS'il'[ARS' OP' 51;12iES 2007 R1;rUNDING PLUS S~7 500 000 NI',\V IIONliV resent. Less rllis rlns YEAR OWSlmrding Serie52001 Refunded Series 2007 ReGnuling Series 2007 Mea' 3'0TAl. 70~Scu Debt Service Debl Sen~ice Debl Service S7 500 000 (p) 2007 3,056,110.00 974,951.26 961; 175.16 13,026.11 ),2SD,S~15:1I (b) 2008 3,055,573.13 I,i2G; 151.26 1,425,575.00 437,462.50 3,392,159.37 2009 3,058,075.76 1,526,451.26 1;122,575.00 435,162.50 3,392,365.00 2010 3,053,910.00 1,526,•151.26 1,424;175.00 •133,662.50 3,390,S9G.2~I 2011 3,055,286.25 1,526,451.26 I, 121,271.00 438,962.50 3,359,072.49 2012 7,057,343.75 1,509,926.26 1,707,175.00 73.1,162.50 3,388,754.99 2013 3,057,384.35 I,S 11,348.13 1,706,875.00 434,262.50 3,387 173.75 2014 3,050,146.25 1,502,010.00 1,701,075.00 -039,062.50 , 3,358,573.75 2015 7,056,561.25 1,801,925.00 1,699,775.00 438,562.50 3,393,273.75 2016 7,056,161.25 1,500,625.00 1,697,873.00 •137,862.50 3,391,273.75 2017 3,053,611.25 1,793,375.00 1,690,475.00 436,962.50 3,337,673.75 2013 3,059,236.25 1,800,250.00 1,697,375.00 435,862.50 3,392,273.75 2019 3,052,917.50 1,795,381.25 1,693,475.00 434,562.50 3,355 073.75 2020 3,054,225.00 1,795,331.25 1,693,56250 437,556.25 , 3,39D 262.50 2021 3,0.17,646.37 1,758,153.13 1,652,412.50 •135,631.25 , 3,177 237A9 2022 3,043,133.73 1,759,937.51 1,635,206.25 437,951.25 , 3 331 388.7.1 2023 3,050,813.12 1,790,075.13 1,636,977.50 •133,012.50 , , 3,382 68.1.99 2024 ,1,050,536.23 1,758,875.00 1,657,606.25 436,725.00 , 3,385 992.50 2025 3,052,053.12 1,791,193.75 1,657,212.50 433,012,50 , 3 336 08437 2026 3,095,265.62 2,575,265.63 2,473,650.00 433,575.00 , , 3 432 524.99 2027 3,094,381.25 2,574,83 L2G 2,469,700.00 434,137.50 , , 3,423 437.49 2028 3,095,331.25 2,575,331.26 2,470,225.00 435,6%5.00 , 3;123 599.99 2029 3,096,346.57 2,376,3-06.88 2; 172,557.50 d37,W0.00 , 3 430 537 49 2030 3,092,793.73 2,172,793.75 2,467,257.50 436,175.00 , , . J; 123; 162.50 2031 3,105,705.00 337,375.00 773,250.00 434,250.00 3,435 830.00 2032 3,109,765.00 837,375.00 732,350.00 •136,762.50 , 3,4.11 502.50 2033 3,103,625.00 537,171.00 731,450.00 438,600.00 , 441 3 700.00 2074 3,107,155.00 837,375.00 735;177.50 •134,875.00 , , 3 410 092.50 2035 3,109,965.00 337,775.00 734,312.50 435,587.50 , , 3,442;190.00 2036 3,096;175.00 3,096,175.00 2,991,21250 435,625.00 3 126 837 30 2037 3,096,393.75 3,096,393.75 2,997,662.50 434,937.50 , , . 3 428 650 00 2035 3,099,487.50 3,099,487.SU 2,996,050.00 433,562.50 , , . 3;134 612.50 2039 3,100,362.>0 3,100,362.50 2,998,150.00 •136,350.00 , 3;134 500.00 2040 3,098,756.25 3,098,756.25 2,994,850.00 438,350.00 , 3;133 200 00 2041 3,099,275.00 3 099,275.00 2,995921.00 434 562.10 , . 3,•130,437.50 107,633,266.57 67,592.259.49 64,362,413.06 14,362,819.56 119 191,125.30 (n) Iha new money portion is sized nl 57,690,000 to gcuemte 57,500,000 in rrojecl funds fa'the Cor romiion. (h) This lolnl de bt sen~ice gives credit far the pccmed interest ol'5224,SS5 . Finmminl ddrlsors /o /he Carporn/Ipn S I,I fC0 Cnyllnl Jfnrkels. hrc. Sourlnresl S'ecwllies W V o o in i ~ Z N N d h O ~ , .J r~i ~ i Q m " ~ E ?? W Z W F Z W N 7 a U N N ~ ~ o ~ v V ~ V m (J~ C U W Z_ ~ O ~ %) h O ( (/1 p r, O N (n Q k- x Q ~ ~ r ~ w~i_ a a 7 K N N ~ ~Q ~ F- ~N N 0 7 O Z us f» N ~ ¢ W a u~ ..J W Q Z ~ ~ ~ N I ~ W N 0 0 m o° C ~ O O h m N 19 Gn0 O r O O (O O d N m (O %n ~ O M 1~ O r ~ b i» !A N 0 0 0 fA E9 O 0 P O N n y ~ 1~ Z 01 (A O O' C O J N N U ~ ~ ~ `m o ~ ~ E O LL v > ~ 0 10 ~ ~ p c ~ v a o. °. U~ v m v E E a u rn~ o b~ c O c v .~ N p. '~ `' U oww~~Y F~ ~ N l0 w `~ ~ 3 rnw ~ ~ O ~ a f°- ~ a° ~ ro ~ ro ~ M N N f U1 W .- ~ M N VJ ~~ H3 EA O M 1~Ml0 OD M N N I~ u1 Ol N ai ad ui~} (O 00 M b9 ~fA M O ~ 1 0 O W ~ } ~ o ~ a w - ~ -S N ~ ~ E ~1 _ W N O) W J 5 N N fp ~ ~ QI N N N W 0 N J N ~1 { m C C C ~ U a o D U m