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06-15-2010 MinutesMINUTES OF THE SCHERTZ-SEGUIN LOCAL GOVERNMENT CORPORATION THE STATE OF TEXAS § COUNTY OF GUADALUPE § SCHERTZ-SEGUIN LOCAL § GOVERNMENT CORPORATION § On this the 15a' day of June, 2010, the Schertz-Seguin Local Government Corporation (SSLGC) convened at 1:38 p.m. in the City of Seguin Council Chambers located at 210 E. Gonzales, Seguin, Texas. The following members being present and in attendance: Ken Greenwald Robin Dwyer Patricia Ramirez Andrew Koenig Jim Wolverton Betty Ann Matthies Hal Baldwin President Vice-President Secretary Treasurer Director Ex-Officio Ex-Officio constituting a majority of the persons appointed to the Board and a quorum for the transaction of business, and notice of such meeting having been duly given in accordance with the provisions of Texas law. Also in attendance were: Alan Cockerell Doug Faseler Don Taylor Johnny Bierschwale Susan Caddell Shawn Shimek Sam Willoughby Patrick Lindner Bill Klemt John Winkler Crockett Camp Jack Fickessen Duane Westerman Allen Westerman Mark McLiney General Manager City Manager of Seguin City Manager of Schertz Assistant City Manager of Schertz Finance Director of Seguin Water System Superintendent Schertz Public Works Director Legal COUTlsel (Davidson & Troilo) Hydrologist Consultant COriSUltant (Walker Partners) Consultant/Proj ect Manager Legislative Consultant Financial Advisor, SAMCO Financial Advisor, SAMCO Financial Advisor, Southwest Securities The first order of business was the Calling of the Meeting to Order. President Ken Greenwald called the meeting to order at 1:38 p.m. The second order of business was Public Comment. No one addressed the Board during public comment. The third order of business was Approval of the Minutes for the Board Meeting held on May 20, 2010. Vice-President Robin Dwyer made a motion to approve the May 20, 2010 minutes as written. Treasurer Andrew Koenig seconded the motion. Upon a vote being called, the motion carried by unanimous decision. The fourth order of business was Presentation of the General Manager's Report -Alan Cockerell, General Manager. General Manager Alan Cockerell's written report was included in the board. agenda packets. He stated that in order to keep the meeting short, he would be open to any questions regarding his written report, but would first comment on the following items. Evacuation of SSLGC Office Due to flood conditions and rising water, SSLGC's office was evacuated on June 9, 2010. Mr. Cockerell commended Public Works and Information Technology personnel. for an excellent job in moving all items, including computer equipment, telephones, furniture, files, etc., out and back in the office the following day on short notice. He added that no interruption in water service occurred in. Seguin because of the flood. The City of Seguin shut down its surface water plant and converted its industrial service customers over to SSLGC water. • Guadalupe County Groundwater Conservation District (GCGCD) Mr. Cockerell attended the monthly meeting on May 10, 2010. According to a memo which was handed out at the meeting (included in the agenda packets), the District is proposing an amendment to its fee schedule to charge fees for permits. Presently, the District charges fees for production of water, but not for permits. In effect, although SSLGC is not producing water it would be charged $52,551.70 ($.OS per ac-ft) in 2011 for currently held permits. Because Springs Hill Water Supply Corporation and Canyon Regional Water Association are producing water, their rates would go from $.17 per acre- ft to $.OS per acre-ft. In the future when in production SSLGC would incur less expense, but presently have to pay fees for water that it is not producing. GCGCD plans to hold a public hearing regarding this issue on July 8, 2010, along with a meeting afterward to approve the agenda item. In order to obtain legal advice from general counsel, President Greenwald deferred additional discussion on this subject to executive session. The fifth order of business was Consideration and Approval of a Resolution by the Board of Directors of SSLGC Authorizing the Issuance of "Schertz-Seguin Local Government Corporation Contract Revenue Bonds, Series 2010"; Providing for the Payment of the Principal of and Interest on These Obligations as Provided Herein, on a Parity with Certain Currently Outstanding Obligations; Providing the Terms and Conditions of such Bonds and Resolving Other Matters Incident and Relating to the Issuance, Payment, Security, Sale, and Delivery of Such Bonds, Including the Approval of the Distribution of an Official Statement Relating Thereto; Authorizing the Execution of a Paving Agent/Registrar Agreement, and a Bond Purchase Contract; Complying with the Requirements of the Depository Trust Company's Letter of Representations; and Providing an Effective Date -Mark McLiney, Southwest Securities and Duane Westerman, SAMCO Mr. McLiney presented a general overview of the resolution fora $22.14 million bond issue to finance news wells and other improvements for SSLGC's water transportation facility. The resolution includes other actions related to the bond issue, e.g., the establishment of a debt service reserve fund. SSLGC's board of directors would be asked to approve the resolution at the meeting in progress and both Schertz and Seguin city councils would be asked to approve the resolution the evening of June 15tt'. Documents were handed out to board members and staff. He reported that SSLGC had been given an A- rating by Standard & Poor's due to market conditions and an AA- bond rating by Fitch Ratings which is preferred. Mr. McLiney explained that $3.45 of the $22.14 million would be allocated for payment of the first three years' interest on the bonds. After capitalized interest and other expenses are deducted, sale of the bonds would yield approximately $18 million for SSLGC's construction and improvement costs. When the resolution is approved by all parties, i.e, SSLGC board of directors and Schertz and Seguin city councils, the final offering statement will be distributed to the bond issue's underwriters on June 18th and the bond closing is scheduled July 14tH Vice-President Dwyer made a motion to approve the resolution for the board of directors to authorize the issuance of SSLGC Contract Revenue Bonds, Series 2010, as recommended by financial advisors, Mark McLiney of Southwest Securities and Duane Westerman of SAMCO. Secretary Patricia Ramirez seconded the motion. Upon a vote being called, the motion passed by unanimous decision. The sixth order of business was Rate Analysis /Long Term Financial Plan -Dan Jackson, Economists.Com. A written Power Point presentation by Dan Jackson, managing director and chief executive officer of Economists.com, was handed out to board members and staff. In his oral presentation, Mr. Jackson provided preliminary results of a comprehensive rate study and long-term financial plan for SSLGC. Mr. Jackson reported that the rate study and long-term financial plan had three objectives which included: o To determine the extent to which the rates SSLGC is .presently charging are in accordance with basic rate-making guidelines. o To determine how costs will increase in the future, what kind of rate adjustments should be made over the next five to ten year period and what impact the rate adjustments will make on SSLGC and its customers. o To determine what the potential impact would be on SSLGC with the addition of a large new customer like SAWS. 3 Projected wholesale water rates were based on two scenarios, one without the addition of any new customers (status quo) and the other with the addition of SAWS or any other large customer. With the first scenario, wholesale water rates would increase for the cities of Schertz and Seguin; 4.8 percent in fiscal year 2012 and 14.5 percent in fiscal year 2013. With the addition of SAWS as its largest customer, wholesale water rates would increase 4.8 percent for both cities in fiscal year 2012, but decrease approximately 35 percent in fiscal year 2013. Wholesale water rates for SSLGC's current customers would decrease on average between 25 and 30 percent in fiscal year 2013. Mr. Jackson stressed that although SSLGC's fmancial statements and fmancial ratios are currently very strong because of difficult decisions made in the past, difficult decisions regarding water rates would have to be made in the future in order to sustain that strong fund balance. In comparison to other water utilities within the United States, the average utility is charging rates that barely cover its costs. He added that 30 - 40 percent of water utilities are charging rates that are not covering their costs. He reemphasized that in order to maintain 2010 and future debt service requirements and increasing operations costs, and to maintain its continued financial health, the Corporation will have to continue to adjust its rate structure. Mr. Jackson reported that most importantly, the addition of SAWS or any other large customer, if handled properly, would be very beneficial to all of the Corporation's. existing customers. Utilities function on the principle of "economies of scale." The more water the Corporation sells, the less it costs to produce the water. Mr. Jackson reviewed SSLGC's current customer rate structure. After evaluating the rate structure, he proposed a minor modification by replacing the current format with a rate structure based on American Water Works Association (AWWA) cash basis methodology. The AWWA is the primary body that sets rate policy for water utilities around the United States. Based on the study, he recommended that the Corporation make a minor modification to its present rate structure. It would not impact what customers are paying, but would reclassify the payments. The cash basis includes the following in revenue requirement: o basic operating expense and capital outlays o debt principal and interest (bonds) o debt coverage requirements (requirement typically built into most bond issues) 1VIr. Jackson -also proposed replacing the Corporation's repair and replacement and future development charge with a debt coverage charge. This will insure that the Corporation's rates are fully in compliance with AWWA standards. Large customers brought on by the Corporation in the future would most likely insist that rates are consistent with approved national rate making standards. He also recommended continuing the transportation charges to Selma and iJniversal City in accordance with current contracts. 4 In summary for Scenario I, based on future operating costs and capital expenditures, Mr. Jackson recommended the following rate proposal: Effective October 1, 2010 Cities of Schertz and Seguin. Set an operating rate of $1.45 per 1,000 gallons (basically the same as the present rate). Set an annual debt service payment for Schertz and Seguin of $1,595,298.00 (with both cities paying half). The rate would increase to $1.52 in October 2011 and $1.74 in October 2012. Spring Hills Water Supply Corporation. Set an operating rate of $1.61 per 1,000 gallons (includes operating rate of Schertz and Seguin plus $.16 for the cities distribution charge). The rate would increase the same as Schertz and Seguin in 2011 and 2012. Cities of Universal City and Selma. Set an operating rate of $1.99 per 1,000 gallons. The rate would increase to $2.07 in 2011 and $2.30 in 2012. With Scenario II, the Corporation would bring on a large customer like SAWS. Water sales would double. More capital improvements would be necessary, approximately $15,000,000.00. All of the debt service costs would be allocated to SAWS. Mr. Jackson reemphasized that it does not cost a utility twice as much to produce twice as much water because of "economies of scale." The cities and all customers would benefit from this scenario. The rates would be as follows: o Effective October 2010 Cities of Schertz and Seguin - $1.45 per 1,000 gallons Springs Hill WSC - $1.61 per 1,000 gallons Universal City and Selma - $1.99 per 1,000 gallons o Effective October 2011 Cities of Schertz and Seguin - $1.52 per 1,000 gallons Springs Hill WSC - $1.69 per 1,000 gallons Universal City and Selma - $2.07 per 1,000 gallons o Effective October 2012 (when SAWS begins purchasing water) Cities of Schertz and Seguin - $.99 per 1,000 gallons Springs Hill WSC - $1.17 per 1,000 gallons Universal City and Selma - $1.SS per 1,000 gallons SAWS operating rate would be set at $.99 per 1,000 gallons. It does not include debt service. They would be required to pay a debt service payment of $1,000,000.00 per year. It also does not include the costs of any water that is actually purchased by SSLGC from SAWS. Mr. Jackson stated that the rates are preliminary and based on a series of assumptions of when SAWS or any large customer would begin producing water. When the two scenarios are compared, if a successful contract can be negotiated with SAWS, all existing customers can significantly benefit. Both scenarios would enable the Corporation to maintain its current financial health. The seventh order of business was Legislative Update -Alan Cockerell, General Manager. Consultant Jack Fickessen had nothing new to report. The eighth order of business was Guadalupe County Expansion Protect -Alan Cockerell, General Manager. Counsel Patrick Lindner stated that he planned to ask the Board to approve a resolution to authorize management to oppose a proposed rule change by GCGCD due to the financial impact on SSLGC. In order to obtain legal advice from Counsel, President Greenwald deferred agenda item eight to Executive Session. The ninth order of business was Gonzales County Expansion Project -Alan Cockerell, General Manager. Counsel Lindner asked the Board to approve a resolution to authorize the officers and manager to negotiate the proper paperwork and take the appropriate actions to close on the purchase of the Brelsford property. Vice-President Dwyer made a motion to authorize. the executive committee to proceed to bind and execute, all documents necessary to close on the Breslford property. Treasurer Koenig seconded the motion. Upon a vote being called, the motion carried by unanimous decision. President Greenwald closed General Session at 2:45 p. m. The tenth order of business was Executive Session called under Chapter 551 Government Code, Section 551.071, to seek the Advice of its Attorney on Legal Matters and Section 551.072, for Deliberations Regarding Real Estate. President Greenwald opened Executive Session at 3: 20 p. m. Executive Session was held from 3: 20 p. m. to 3: 26 p. m. __ -- The eleventh order of business was to Consider and Take Action as a result of Agenda Item Ten. President Greenwald reopened General Session at 3: 26 p. m. As a result of Executive Session: Counsel Patrick Lindner requested authorization for the general manager to take necessary steps to oppose the proposed rule change by GCGCD. Treasurer Andrew Koenig made a motion to authorize General Manager Cockerell to take the necessary steps to oppose the proposed rule change by GCGCD. Director Wolverton seconded the motion. Upon a vote being called the motion carried by unanimous decision. The twelfth order of business was Consideration and/or Action on Questions and Possible Items to be ulaced on the Next Agenda. No additional discussion was held. The next regular board meeting was scheduled July 15, 2010, at 1:30 p.m. in Schertz, Texas. The thirteenth order of business was Adjournment. President Greenwald declared the meeting adjourned at 3:36 p.m. MINUTES APPROVED THIS ~~ DAY OF , 2010. C~ ~,~'- Patricia Ramirez Secretary