dcfwsd 1-b p j 15, 2013 - castle hills...
TRANSCRIPT
DCFWSD 1-B
BOARD PACKET
JANUARY 15, 2013
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AGENDA
NOTICE OF MEETINGDIRECTORS OF DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B
BOARD OF DIRECTORSTUESDAY, January 15, 2013, AT 4:30 P.M.
LOCATION
2540 KING ARTHUR BLVD., SUITE 220, LEWISVILLE, TEXAS 75056
NOTICE IS HEREBY GWEN that there will be a Regular Board Meeting of the Denton County FreshWater Supply District No. 1-B at the above date, time, and location. The matters to be considered and actedupon at the Board meeting are set forth below: -
1. Call to Order.2. Public communications and comments.3. Adopt Minutes of December 11, 2012, and December 21, 2012, Board meetings.4. Report from DCFWSD 1-A with regard to:
A. Monthly Construction Activity.B. Monthly Water and Sewer Reports.C. Status update on emergency repairs and related boil water noticesD. Tasklopen issues list compiled at the request of all Districts.
5. Hear a report from and discuss status of audit performed by McCall Gibson Swedlund Barfoot PLLC. Takeany and all actions necessary or appropriate related to such matters.
6. Discuss and take action regarding the lawsuit filed by Castle Hills Holding Corporation styled Castle HillsHolding Corporation v. Denton County Fresh Water Supply District No. 1-B, Cause No. 2010-60368-393,393rd Judicial District Court of Denton County, Texas (the “Developer Reimbursement Lawsuit”), and all
matters incident and related thereto, including, but not limited to, matters related to: (a) Final SettlementAgreement obligations, including correspondence with the TCEQ; (b) abatement of the DeveloperReimbursement Lawsuit until April 1, 2013 and status of other hearing, pretrial, and trial deadlines;(c) insurance coverage; and (d) discovery matters. Note: Consistent with the terms of the Final SettlementAgreement that conditionally resolves the remaining claim, the Developer Reimbursement Lawsuit isabated until April 1, 2013.
7. Discuss and take action regarding the lawsuit filed by DCFWSD 1-A styled Denton County Fresh WaterSupply District No. 1-A v. Denton County Fresh Water Supply District No. 1-B, and Lance Shirey. GuyHarris, Inge W. Drechsler, Jason Bahamundi, and Bob Hansen, in their official capacities as DistrictNo. 1-B Board Members, Cause No. 2012-30239-211, 21 1th Judicial District Court of Denton County,Texas (the “Operating Agreement Lawsuit”), and all matters incident and related thereto including, but notlimited to, matters related to: (a) insurance coverage; (b) potential settlement possibilities; (c) discoverymatters, including discovery requests, and responses; and (d) requested depositions. Note: Consistent withthe terms of a January 2, 2013, Rule 11 Agreement, the Operating Agreement Lawsuit is abated untilFebruary 1, 2013, to provide the parties an opportunity to resolve their differences.
8. Report from Lisa Bloomfield in her role as bookkeeper, financial officer, and investment officer, withregard to DCFWSD 1-B finances and recommendations regarding financial matters. Review: (a) taxcollection reports; (b) financial depository list; and (c) investment policy. Take any and all actionsnecessary or appropriate related to such matters.
9. Discuss crime and related matters associated with the area of land between the alley behind Sir Tristramand the alley behind Black Duck Terrance. Take any and all actions necessary or appropriate related tosuch matters.
10. Discuss retention of Sanford Kuhl Kugle Parker Hagan to represent the District in certain legal matters.
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Take any and all actions necessary or appropriate related to such matters.11. Discuss money saving options regarding Director pay and expenses, including, but not limited to,
eliminating Director pay for special called Board meetings. Take any and all actions necessary orappropriate related to such matters.
12. Discuss standing committees and the need, if any, for additional committees to address special projects.Take any and all actions necessary or appropriate related to such matters.
13. Discuss DCFWSD 1-B web site updates and content, including, but not limited to: (a) website statistics;(b) emails received; (c) tweets sent and received; and (d) applicable Open Meetings Act, Chapter 551,Texas Government Code, requirements. Take any and all actions necessary or appropriate related to suchmatters.
14. Review meeting agendas for other Districts within Castle Hills.15. Review and consider items to add to the next Board agenda.16. Adjournment.
The Board of Directors will go into Executive Session, ifnecessary and appropriate, pursuant to the applicable section ofSubchapter D, Chapter 551, Texas Government Code Annotated, the Texas Open Meetings act, on any matter that may come beforethe Board. No action, decision, or vote on any subject or matter may be taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013. DENTON COUNTY F H ATER SUPPLYDIST ‘.1-B
Li4tw a[DISTRICT SEAL) Misty Vent~a, Attorney
Denton County Fresh Water Supply District No. 1-B
If you have difficulties locating or gaining access to the meeting, please contact Lisa Bloomfield on her cell phone at 2 14437-2683 orMisty Ventura on her cell phone at 214450-8753.
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Dorothy Beaver
From: [email protected]: Thursday, January 10, 2013 1:23 PMTo: Dorothy BeaverSubject: Approval: New Public Notice Document
The following public notice event has been approved.
Title: Denton County FWSD No. 1-B Description: Agenda and Notice of Regular Board Meeting Event Date: 01/15/2013 Document: 20130115 1-B Agenda.pdf
You can vist Denton County Public Notice Events website to view it.
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POSTING CERTIFICATE - COUNTY
CERTIFICATE OF POSTING OF NOTICE OF MEETING
STATE OF TEXAS §
COUNTY OF DENTON §
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B §
P -a -~ - the undersigned, hereby certi& that the attached
Notice of Meeting of the governing body of the above-named political subdivision is a correct
copy of the Notice and that I posted the Notice electronically on the Denton County website on
the dayof ,2013.
I I‘4~i”Ai( ~C
Shupe Ventura Lindelow & Olson, PLLCFor Denton County Fresh Water Supply
District No. 1-B
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POSTING CERTIFICATE - ADMINISTRATIVE OFFICE
CERTIFICATE OF POSTING OF NOTICE OF MEETING
STATE OF TEXAS §
COUNTY OF DENTON §
DENTON COUNTY FRESH WATER SUPPLY DISTRICF NO. 1-B §
I, the undersigned, hereby certi~’ that the attached
Notice of Meeting of the governing body of the above-named political subdivision is a correct
copy of the Notice and that I posted the Notice on the bulletin board for public notices in the
political subdivision’s administrative office located at 9406 Biscayne Blvd., Dallas, Texas 75218,
onthe dayof ~4- ~c- 2. ,2013,at
Shupe Ventura Lindelow & Olson, PLLCFor Denton County Fresh Water Supply
District No. 1-B
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Denton County Fresh Water Supply District No. 1-B
Tuesday, January 15, 2013
Board Members: Consultants:
Guy Harris Misty Ventura
Jason Bahamundi Lisa Bloomfield
Patrick Kelly Liz Standerfer
James Beveridge Kristina Clark
Enayat Ziaie Ross Martin
Matt Molash
Name Address City, State, Zip Phone Email
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DCFWSD 1-B Board Minutes, December 11, 2012 1
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MINUTES OF MEETING OF THE
BOARD OF DIRECTORS STATE OF TEXAS §
COUNTY OF DENTON §
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B §
The Board of Directors (the "Board") of Denton County Fresh Water Supply District No. 1-B ("DCFWSD 1-B" or the "District") met in regular session, open to the public, at 2540 King Arthur Blvd., Suite 220, Lewisville, Texas, on Tuesday, December 11, 2012, and the roll was called of the members of the Board:
Guy Harris President Jason Bahamundi Secretary Patrick Kelly Vice-President James Beveridge Treasurer Enayat Ziaie Director
All Board members e were present when the meeting was called to order.
Also present for all or a portion of the meeting were DCFWSD 1-A General Manager Assistant Kristina Clark, Lisa Bloomfield of Dye & Bloomfield, bookkeeper for the District, Misty Ventura of SVLO, PLLC, attorney for the District, Ross Martin, DCFWSD 1-A Attorney, and the following Castle Hills residents: Sally Espesito, Craig Bose and Cindy Said.
REGULAR BOARD MEETING
1. Call to Order. The meeting was called to order at 4:35 pm.
2. Public communications and comments. Residents Sally Espesito, Craig Bose and Cindy Said raised safety and other concerns related to agenda item 11, the area of land between the alley behind Sir Tristam and the alley behind Black Duck Terrace.
3. Adopt Minutes of October 16, 2012, Board meeting. Upon motion by Director Kelly, seconded by Director Bahamundi, and unanimously carried, the Board approved the October 16, 22012, meeting minutes.
4. Report from District General Manager with regard to: A. Monthly Construction Activity. B. Monthly Water and Sewer Reports. C. Task/open issues list compiled at the request of all Districts. Misty Ventura explained to the Board that DCFWSD 1-A General Manager, Liz Standerfer, was unable to attend the meeting as a result of family obligations but was available to answer questions
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regarding the materials included in the Board packet. Misty recommended Board members email to Liz any questions.
5. Discuss and take action regarding the lawsuit filed by Castle Hills Holding Corporation styled Castle Hills Holding Corporation v. Denton County Fresh Water Supply District No. 1-B, Cause No. 2010-60368-393, 393rd Judicial District Court of Denton County, Texas (the "Developer Reimbursement Lawsuit"), and all matters incident and related thereto, including, but not limited to, matters related to: (a) status of proposed Final Settlement Agreement with Plaintiff; (b) abatement of the Developer Reimbursement Lawsuit until April 1, 2013 and status of other hearing, pretrial, and trial deadlines; (c) insurance coverage; and (d) discovery matters. Note: Consistent with the terms of the Final Settlement Agreement that conditionally resolves the remaining claim, the Developer Reimbursement Lawsuit is abated until April 1, 2013 Misty Ventura provided an update on the Developer Reimbursement Lawsuit. No action was taken.
6. Discuss and take action regarding the lawsuit filed by DCFWSD 1-A styled Denton County Fresh Water Supply District No. 1-A v. Denton County Fresh Water Supply District No. 1-B, and Lance Shirey, Guy Harris, Inge W. Drechsler, Jason Bahamundi, and Bob Hansen, in their official capacities as District No. 1 B Board Members, Cause No. 2012-30239-211, 211th Judicial District Court of Denton County, Texas (the "Operating Agreement Lawsuit"), and all matters incident and related thereto including, but not limited to, matters related to: (a) insurance coverage; (b) potential settlement possibilities; (c) discovery matters, including discovery requests, and responses; and (d) requested depositions. Note: Consistent with the terms of a November 19, 2012, Rule 11 Agreement, the Operating Agreement Lawsuit is abated until January 1, 2013, to provide the parties an opportunity to resolve their differences. Misty Ventura provided an update on the Operating Agreement Lawsuit. She explained that on November 19, 2012, a Rule 11 agreement was executed suspending the case until January 1, 2013, to provide the parties an opportunity to resolve their differences. No action was taken.
7. Discuss Co-Serv easement franchise fee revenue, including franchise fees withheld by Co-Serv and proposed agreements with (a) Co-Serv regarding easement franchise fee revenue, and (b) DCFWSD 1-A regarding allocation of, and remittance to DCFWSD 1-B, of funds DCFWSD 1-A receives from Co-Serv. Take any and all actions necessary or appropriate related to such matters. Ross Martin reported that on November 6, 2012, Co-Serv executed the franchise fee agreement previously approved by the Board. Lisa Bloomfield confirm receipt of funds owed to the District pursuant to that agreement. Misty Ventura reviewed with the Board the agreement with DCFWSD 1-A to allocate and remit to DCFWSD 1-B funds received by Co-Serv. Upon motion by Director Harris, seconded by Director Beveridge, and unanimously carried, the Board approved execution of the Agreement with DCFWSD 1-A.
8. Report from Lisa Bloomfield in her role as bookkeeper, financial officer, and investment officer, with regard to DCFWSD 1-B finances and recommendations regarding financial matters. Take any and all actions necessary or appropriate related to such matters. Lisa Bloomfield presented her monthly report to the Board. Following discussion and upon motion by Director Beveridge, seconded by Director Harris, and unanimously carried, the Board approved the bookkeeper's report, as amended to include check number 5120 made payable to Board Member Ziaie in the amount of $141.53.
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9. Review utility billing correspondence and requests from customers. Take any and all actions necessary or appropriate related to such matters. Lisa Bloomfield reviewed with the Board correspondence from customers raising concerns about increased utility rates. The Board discussed comparing DCFWSD 1-B's utility rates to other Castle Hills districts and, if needed, to adjust rates. Action was deferred to the next meeting to provide time to gather additional information.
10. Review 2012 Census of Governments Survey of Local Government Finances. Take any and all actions necessary or appropriate related to such matters. Following discussion and upon motion by Director Kelly, seconded by Director Ziaie, and unanimously carried, the Board confirmed that the survey would not be completed as it focused on municipal rather than district government.
11. Discuss crime and related matters associated with the area of land between the alley behind Sir Tristram and the alley behind Black Duck Terrance. Take any and all actions necessary or appropriate related to such matters. Director Patrick Kelly provided the Board with a report on activities related to this matter. Misty Ventura confirmed that DCFWSD 1-A was working with the property owner to resolve the safety concerns raised. Board members discussed with residents in attendance their concerns and alternative methods to address such concerns. Upon motion by Director Kelly, seconded by Director Harris, and unanimously carried, the Board agreed to continue working with DCFWSD 1-A, Lewisville, the property owner and residents to develop an action plan to resolve the issues raised. This item will be reconsidered during the Board's regularly scheduled January 15, 2013, meeting.
12. Discuss DCFWSD 1-B asset inventory needs and alternatives. Take any and all actions necessary or appropriate related to such matters. This item was tabled for reconsideration after the audit is completed.
13. Discuss DCFWSD 1-B web site updates and content, including applicable Open Meetings Act, Chapter 551, Texas Government Code, requirements. Take any and all actions necessary or appropriate related to such matters. This item was tabled for reconsideration during the next Board meeting.
14. Discuss RPS Espey Phase I work for a non-potable water irrigation master plan provided to DCFWSD 1-A consistent with their April 10, 2012, proposal. Take any and all actions necessary or appropriate related to such matter. Director Kelly provided an update on the status of the web site updates. No action is needed.
15. Review meeting agendas for other Districts within Castle Hills. The Board reviewed December 2012 meeting agendas for other Districts within Castle Hills.
16. Review and consider items to add to the next Board agenda. The Board discussed calling a special meeting, if needed, to address the utility rate concerns raised by residents. In addition, Board discussed those items to be included on the January 15, 2013, meeting agenda, including retention of Julianne Kugle as legal counsel to the District.
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17. Adjournment.
Upon motion by Director Kelly, seconded by Director Beveridge, the Board unanimously approved the motion to adjourn. The Board adjourned at 6:45 p.m. APPROVED AND ADOPTED THIS 15th day of January, 2013.
Jason Bahamundi, Secretary
Board of Directors Denton County Fresh Water Supply District No. 1-B
(DISTRICT SEAL)
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DCFWSD 1-B Board Minutes, December 21, 2012 1
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MINUTES OF MEETING OF THE
BOARD OF DIRECTORS STATE OF TEXAS §
COUNTY OF DENTON §
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B §
The Board of Directors (the "Board") of Denton County Fresh Water Supply District No. 1-B ("DCFWSD 1-B" or the "District") met in special session, open to the public, at 2540 King Arthur Blvd., Suite 220, Lewisville, Texas, on Friday, December 21, 2012, and the roll was called of the members of the Board:
Guy Harris President Patrick Kelly Vice-President Jason Bahamundi Secretary James Beveridge Treasurer Enayat Ziaie Director
Board members present at this meeting included Guy Harris, Patrick Kelly and Jason Bahamundi.
There were no members of the public present.
REGULAR BOARD MEETING
1. Call to Order. The meeting was called to order at 4:30 pm.
2. Public communications and comments. No comments were provided.
3. Discuss and take action on Amendment to Order Establishing District Facility Charges, Water and Wastewater Service Rates, Tap Fees, Solid Waste and Recycling Fees. Discussion was had on the Amendment to Order Establishing District Facility Charge, Water and Wastewater Service Rates, Tap Fees, Solid Waste and Recycling Fees. Upon motion by Director Kelly, seconded by Director Harris, it was unanimously approved to accept the Amendment to Order Establishing District Facility Charge, Water and Wastewater Service Rates, Tap Fees, Solid Waste and Recycling Fees which set District 1-B rates to exactly match District 1-D current rates.
4. Discuss DCFWSD 1-B web site updates and content, including adding a Twitter Account for distribution of DCFWSD 1-B information. Take any and all actions necessary or appropriate related to such matters. Discussion was had regarding the web site updates and content, including adding a Twitter Account for distribution of District 1-B information. Upon motion by Director Harris, seconded by Jason Bahamundi, it was unanimously approved to establish a District twitter account.
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5. Discuss money saving options regarding Director pay and expenses, including, but not limited
to, eliminating Director pay for special called Board meetings. Take any and all actions necessary or appropriate related to such matters. After discussion of money saving options regarding Director pay and expenses, Director Bahamundi agreed to work on a policy on this subject, and agreed to bring this to the next board meeting.
6. Adjournment. The Board adjourned at 4:38 p.m. APPROVED AND ADOPTED THIS 15th day of January 15, 2013.
Jason Bahamundi, Secretary
Board of Directors Denton County Fresh Water Supply District No. 1-B
(DISTRICT SEAL)
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Boil Water Rescind Notice
On December 17, 2012 the Texas Commission onEnvironmental Quality (TCEQ) required our public watersystem Denton County Fresh Water Supply District 1-A, PWSID 610264, to issue a Boil Water Notice (“BWN”) to inform ourcustomers that due to the presence of contaminants or aninterruption in service, water from our system must be boiledprior to consumption.
Our system has taken the necessary corrective actions to restoreadequate pressure, disinfectant levels, and/or bacteriologicalquality and has provided TCEQ with testing results that indicatethat the water no longer requires boiling as of Monday, January7, 2013.
If you have questions, contact:
• Jerry Benetato, Utility Billing Coordinator, 972-899-9730• Michael Pearson, Director of Public Works, 972-899-9752• Liz Standerfer, General Manager, 972-899-9746
If a customer wishes to reach TCEQ, they may call 512-239-4691.
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CAUSE NO. 2010-60368-393
CASTLE HILLS HOLDINGCORPORATION
V.
Plaintiff,
DENTON COUNTY FRESH WATERSUPPLY DISTRICT NO. 1-B,
Defendant.
§ IN THE 393rd JUDICIAL§§§§§ DISTRICT COURT OF§§§§§ DENTON COUNTY, TEXAS
(
PLEADINGS INDEX -VOLUME 1
1
No. Pleading Name Party Date Hyperlink
1. Petition Plaintiff 11/17/10 23466
2. Defendant’s Plea to the Jurisdiction, Special Defendant 12/13/10 17182Exceptions, and Subject Thereto, Original Answer
3. Plaintiffs Request for Disclosure Plaintiff 12/21/10 17508
4. Certificate of Conference on Defendants Plea to the Defendant 12/28/10 23596Jurisdiction and Special Exceptions
5. Defendant’s Response to Plaintiffs Request for Defendant 1/24/11 23467Disclosure
6. Plaintiffs Brief in Response to Defendant’s Plea to the Plaintiff 2/12/11 23069Jurisdiction and Special Exceptions
7. Plaintiffs First Amended Petition Plaintiff 2/12/11 23070
8. Notice of Hearing (3/7 at 1:30 p.m.) on Defendant’s Defendant 23468Plea to the Jurisdiction and Special Exceptions
9. Defendant’s Amended Plea to the Jurisdiction, Defendant 3/1/11 18387Amended Special Exceptions, and Subject Thereto,Plea in Abatement and Original Answer
10. Defendant’s Brief in Support of its Amended Plea to Defendant 3/3/11 18423the Jurisdiction and Amended Special Exceptions
11. Index of Notebook Defendant Provided Court at Defendant 3/7/11 235423/17/11 hearing
12. Defendant’s proposed Orders provided Court at 3/7/11 Defendant Proposed 23541hearing Orders
13. Index ofNotebook Plaintiff Provided Court after Plaintiff 3/11/11 235433/17/il hearing
14. Plaintiffs Notice of Deposition Duces Tccum Plaintiff 6/24/11 23470
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No. Pleading Name Party Date Hyperlink
15. Notice of Hearting (9/7/11 @ 9:00 a.m.) Defendant 6/30/11 23471
16. Defendant’s First Supplemental Responses to Defendant 7/21/11 23544Plaintiffs Request For Disclosure
17. Defendant’s Responses and Objections to Plaintiffs Defendant 7/22/11 23472Request For Production Included with PlaintiffsDeposition Notice
18 Defendant’s Request for Disclosure to Plaintiff Defendant 8/5/11 23473
19. Defendant’s Second Supplemental Responses to Defendant 8/22/11 22834Plaintiffs First Request for Disclosures
20. Rule 11 Letter Agreement regarding Plaintiffs Plaintiff 9/28/11 23545Response to Defendant’s Request For Production
21.a Plaintiffs Response to Defendant’s Request for Plaintiff 10/14/11 23822Disclosure
21 .b Order Setting Plea to Jurisdiction and Special Court 3/16/12 26018Exceptions for hearing (May 15, 2012)
22. Scheduling Order (trial December 10, 2012) Court 3/16/12 26019
23. Second Amended Petition Plaintiff 5/14/12 27084
24. Third Amended Petition Plaintiff 5/15/12 27100
25 Motion to Change Style of Case Plaintiff 5/15/12 27122
26. Order to Change Style of Case Plaintiff 6/8/12 27698
27.a Fourth Amended Petition - only some exhibits Plaintiff 6/15/12 27811 vi
27.b Fourth Amended Petition - with all exhibits — via fax Plaintiff 6/15/12 27811 v2—received June 18, 2012
28. Fiat - Defendant’s Plea to the Jurisdiction Hearing Set Court 5/14/12 27959for 8/28/2012 at l:3Op
29. Notice of Request for Production of Documents Plaintiff 8/21/12 28773
30. Defendant’s Withdrawal of Plea in Abatement Defendant 8/23/12 28802
31. Defendant’s Supplemental Brief in Support of Plea to Defendant 8/23/12 28803the Jurisdiction
32. Notice of Hearing Plea to Jurisdiction (hearing on Defendant 8/27/12 2889110/2)Executed Order Setting Hearing 29134
33. Rule 11 Letter dated 8/30/2012, Extending Deadline to Defendant 8/30/12 290289/6/2012 for Defendant to Make Expert Designationsand Disclosures
34. Rule 1 1 Letter dated 9/6/2012, Extending Defendant’s Defendant 9/6/12 29070Deadline for Expert Designations and Disclosures to9/13/2012
35. Defendant’s Third Supplemental Responses to Defendant 9/13/12 29135Plaintiffs First Request for Disclosures I
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No. Pleading Name Party Date Ilyperlink
36. Subpoena for Production of Documents Plaintiff 9/14/12 29136
37. Plaintiffs Notice of Request for Production of Plaintiff 9/14/12 29137Documents
38. Plaintiffs Letter dated September 19, 2012, issuing Plaintiff 9/19/12 29289new Notice for Production Date to October 15, 2012
39. Rule 11 Letter dated September 26, 2012, Extending Plaintiff 9/26/12 29308Deadline for Discovery, executed by both Parties. Defendant
40. Plaintiffs Letter dated September 27, 2012, Cancelling Plaintiff 9/27/12 29367Notice of Subpoena for Document Production
41. Agreed Motion to Abate Proceedings Pending Plaintiff 10/2/12 29420Settlement Defendant
42. Order Granting Agreed Motion to Abate Proceedings Plaintiff 10/2/12 29442Pending Settlement Defendant
43. Final Settlement Agreement - Fully Executed Plaintiff 10/1/12 31047Defendant
(3
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FINAL SETTLEMENT AGREEMENT
This FINAL SETTLEMENT AGREEMENT (this “Final Settlement Agreement”) isentered into by Castle hills Holding Corporation ~“CHflC”) as successor-in-interest to CastleHills Development Corporation (“CHDC”) and successor-in-interest to Bright Farm Partnership,and Demon County Fresh Water Supply District No. 1-B (“District 1-B”) (C1-IHC and District I.B, collectively the “Parties”) to be effective as provided in paragiaph 3 below:
WHEREAS, pursuant to (1) the Agreement for the Construction arxl Purchase of UtilityFacilities and Reimbursement for Costs dated April 24, 1995, between Bright Farm Partnershipand Denton County Fresh Water Supply District No. 1 (the “1995 Reimbursement Agreement”)and (2) the Partial Assignment and Assumption of Agreement dated November 1, 1996, betweenDemon County Fresh Water Supply District No. 1-A and Denton County f±esh Water SupplyDistrict No, 1-B (the “1996 Assignment”) (the 1995 Reimbursement Agreement and the 1996Assignment, collectively the “Reimbursement.A~reement”), District 1-B undertook certainreimbursement obligations related to advances made by Bright Farm Paxinership as “Owner”under the Reimbursement Agreement; and
WHEREAS, CHHC repiesents that Bright Farm Partnership assigned to CHDC all ofBright Farm Partnership’s tights under, in, and to the Reimbursement Agreement and thereafterCHDC assigned all of these rights to CIIHC; and
WHEREAS, disputes (the “~j~putes”) have arisen regarding the Parties’ rights andobligations tinder the Reimbursement Agreement, including disputes regarding the amount dueto CIIHC nader the Reimbursement AgTeement, the timing of any required payments to CHHC,and the amounts, if any, of interest an&or attorneys’ fees that CHHC might be entitled to recoverhorn District 1-B; and
WHEREAS, CHDC filed suit against District 1-B in Cause No. 2010-60368-393, styledCastle Hills Develoyrnent Corooration. Plaintiff v. Dcnton County~Fresh Water Supply DistrictN~1-B. Defendant, in the 393”’ Judicial District Court of Denton County, Texas (the
WHEREAS, the Lawsuit has been amended to name CHHC, as the successor-in-interestto and assignee oCCHDC, as the Plaintiff in the Lawsuit in place of CHDC; and
WHEREAS, as originally tiled, by the Lawsuit, CHDC sued District 1-B under theReimbursement Agreement rot $689,189 21, plus pre-judgment and post-judgment interest andattorneys’ fees; and
WHEREAS, CHUC stipulates and represents that the $689,189.21 (plus interest andattorneys’ fees) initially claimed by CI-IDC in the Lawsuit is the total amount that Bright Farms
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Partnership, CHDC. and CHI4C claim District 1-B owed under the Reimbursement Agreementbefore the Subsequent Payments and before the Partial Settlement Agitement (both as definedbelow); and
WhEREAS, after Plaintiff flied the Lawsuit, District 1-B made payments to CHDCtowards the $689,189.21 that CHDC claimed District 1-B owed under the ReimbursementAgi cement (the “ bseuentftvments”); and
WHEREAS, after application of the Subsequent Payments, the total amount BrightFarms PartneTship, CHDC, and CHUC claimed District 1-B owed under the ReimbursementAgreement was $528,05836;
WHEREAS, effective May 31, 2012, CHHC and Distnct 1-B entered into a PartialSettlement Agreement (the “Partial Settlement Agreement”) pursuant to which CHHC andDistrict 1-B resolved all claims between them with the exception of CHHC’s claims forreimbursement of $262,270.28 in letter of credit fees as desci ibed by the following item numbersfiom the Agreed Upon Procedure Report: Items 1-8-021, 1~•B-022. 1-8-023, l-B-024, 1-8-025,1-8-28, 1-8-30, l-B-34, 1-8-42, 1-B-44. 1-13-49, 1-8-54, 1-8-56, 1-8-59, 1-8-62, 1-8-65, 1-B-69. 1-8-70. 1-8-71 IB-76, 1-8-78, 1-8-79, and 1-8-080 (collectively the “LeUe~gfCIeditEccfl
WHEREAS, after the Partial Settlement Agreement, CHHC amended its petition in theLawsuit to reflect CT-Il-IC’s only remaining claim was to recover the Letter of Credit Fees in theamount of $262,270 28, pre- and post- judgment intejest on that $262,270.28, and attorneys feesrelated to the Letter of Credit Fees claim (the “Remainina Claims”); and
WIBtREAS, CHHC and District i-B have agreed to settle the Remaining Claims, allclaims under or related to the Reimbmscment Agreement, and all other matters in disputebetween them, on the terms and conditions set forth below;
NOW ¶ HEREFORE, in consideration of the recitals set forth above, the mutual promisesand agreements contained herein, and other good and valuable consideration, the receipt andsufficiency of which is admitted, CHHC and District 1-B agree as follows:
I It is an express condition precedent to the effectiveness of this Final SettlementAgreement that the Court abate the Lawsuit to allow the Parties to submit to andreceive an answer fiom the Texas Commission on Environmental Quality (“TCEQ”)related to the question as provided in paragraph 2 below and, if appropriate, toconstimmate the Final Settlement Agreement as provided below As soon asreasonably practicable aftei CT-TI-IC and District 1-B execute this Final SettlementAgreement, the Parties will file in the Lawsuit an Agreed Joint Motion To Abate inthe form attached as ~hibit_1, requesting abatement of the Lawsuit for a period of six
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20
(6) months, requesting a hearing date for Defendant’s Plea to the Jurisdiction andSpecial Exceptions in May 2013, and requesting a trial date in August 2013; flurther’in connection with the Agreed .Jotht Motion to Abate, the Parties will submit to theCourt a pmposed Order Abating Case in the form attached as Exhibit 2, whichproposed Order provides that the abatement will not extend any deadlines except asprovided in the Order Abating Case, which Order provides for a new discovery cutoffdeadline and new pretrial filing deadlines, but does not extend any other deadlines. Ifthe Court does not grant the Agreed Joint Motion to Abate on or below October 12,2012, then this Final Settlement Agreement will be null and void ab initio and of’ nofurther force ox effect.
2, It is an express condition precedent to the effectiveness of this Final SettlementAgreement that, on or before April 1, 2013, the TCEQ, in writing, does one of thefollowing: (a) approves the payments by District 1-B to CHI-IC as set fbrth inparagraphs 4 and 5 (the “Pa~erg~’7; (h) states that the TCEQ has no objection to thePayments; Or (c) advises 1-B that ICEQ approval is not required for 1-B to make thePayments. The TCEQ will be deemed to have advised District 1-B that FCEQapproval is not required fOr the Payments lithe TCEQ states that is does not havejurisdiction to approve or deny the Payments under this Final Settlement AgreementIf on or before April 1, 2013, the TCEQ tells the Parties that TCEQ approval of thePayments is required and fails to give such approval, or if the TCEQ has notTesponded to the Parties’ inquiry by April 1, 2013, then this Final SettlementAgreement will be null and void ab initio and of no further force ox effect. Promptlyafter CHHC and District I-B execute this Final Settlement Agreement, District 1--Band CHHC will prepare and deliver to the ICEQ a joint letter (the “Letter”), askingthe TCEQ the following question:
Assuming for purposes of this request that District 1-B believes there was abenefit to the District from the payment of the Letter of Credit Fees, thenDistrict 1-B would like to use funds such as easement fianchise revenues (butexcluding fUnds from maintenance and operation tax i-evenue, bond proceeds,bond anticipation note proceeds, and tax anticipation note proceeds) toreimburse the developer’s successor’, CIifiC, for thc Letter of Ciedit Fees;recognizing that the T’CEQ previously denied a pay application related to theLetter of Credit Fees as shown in the attached letter and application [attachprior denial letter and application], does the TCEQ have any objection toDistrict 1-B entenng into an agreement with CHHC to make such payments asdescribed above?
Dist jet 1-B and Cl-Il-IC agree to reasonably cooperate in presenting theses issues tothe TCEQ.
.1 — ~ .~ 4j ~fC?~SS :o’!~.. 77~-’v &:.&f’:’ mc- - t~.~C- —15 i-~_ :7~c, ~age~ ~ — Z..~ - 7 q’) ~
Ci’ / — ‘ - —- i~
4ThL~E) c~21
,4 ‘1D Q(f~’~SL) ~. 4 ~m L.SSL L~3 nA~ gE,f;~ ;:.3-2/2W)~- / ,~; ‘~- p-~’Si) 6 A~ ~*.5fl ~-~3 fl?~t
- 771 -‘ ,~,-j,77r... ‘±(ieL4’tv~ 97’ ~--r”, ~j‘in ¶c~4i T~ i/’v~fz ~ 2~ r 77~:~7~a v)f~
3. This Final Settlement Agreement will be effective (the “Effect Dhte”) as of the ‘fl~~date the conditions in paragraphs 5aad 2~ (the “Conditions Precedent”) arc bet~-fiully O~sf~e~.esatisfied. L.- 1)4 2~ ~- c—a———
cR.t3 (~.f4 Upon the full satisfaction of the Conditions Precedent, District 1-13 will pay to Cl-IHC
the total sum of $262,270 28 in four installments, in the amounts, on the dates, and onthe terms and conditions shown below (each payment individually a “~~rn~n_t” anall four payments collectively “fgy~nts”):
a.. First Payment; September 30, 2013 -- $50,000.00;b Second Payment: September 30,2014-- $75,000. 00c Third Payment; September 30,2015-- $75,000.00;d Fourth Payment: September 30, 2016 --$62,270.28
Notwithstanding the tbregoing. if District I-B is unable to make a scheduled Paymentbecause budgeted revenues are lowet or expenses are higher for a given fiscal yearthrough no thrift of District 1.-B so that it is not practicable to make a Payment whendue, or because Denton County Fresh Watei Supply Disinet No. 1-A (“District 1-A”)has failed to remit to District i-B easement franchise revenues paid to District 1-A onDistrict 1-B’s behalf then the Payment date for that year and each subsequent yearwill be extended for one additional year; in no event, however, will the FourthPayment be due any later than September 30, 2017. /J~/ P4~w ~‘r~ /M~S~ .Wk~t
~A&.Y 6)40 77/.-~ ~‘d 6f v~; ~ [7 fl:c Y~ -,yHkN L
5 If District No. 1-B fails to make a Payment on or before the date it is due as provrded ._—‘
in paragraph 4. then, in addition to the principal amount of that Payment, District 1-B C. R Bwill also pay to CHHC interest on each such late Payment from the Effective DatOuntil District 1-B makes that Payment, at a simple interest rate of 5% pm annum,calculated based on a 365-day year
6 District i-B will pay all amounts due to Cl-INC under this Final SettlementAgreement, including all Payments, from uimds other than maintenance and operationtax revenue, bond proceeds, bond anticipation note proceeds, and tax anticipationnote proceeds.
7. District I-B’s obligation to make a Payment under the Final Settlement AgreementSwill be scoured by a lien on District 1-B’s easement franchise revenues for the,~earinwhich the Payment is due, which lien CIIHC will, and does hereby, promptl~ release ~‘
upon District 1-B paying CUlIC the required Payment for that year —_________
cR13S Within ten (10) days of the Effective Date, CI IHC will flle in the Lawsuit an Agreed
Motion to Dismiss with Prejudice and an Agreed Order of Dismissal With Pr~judic~ -
Page 4293215
22
in the fbrnis attached as Pichibits 3 and 4, and will otherwise secure the dismissal,with prejudice, of the Lawsuit
9. As of the Effective Date, CR1-IC, for itself and its predecessors (including BrightFarm Partnership and CI-IDC), successors, assigns. shareholders, directors, officeis,employees, agents, representatives, attorneys, subsidiaries, related corporations,partners, related partnerships, and other related entities, does hereby unconditionally,fully, and completely release, acquit, and forever discharge District I-B and itspredecessors, successors, assi~rs, taxpayers, dirtctors, officers, employees, agents,reprsentatives, and attorneys, from any and all debts, claims, demands, actions,causes of action, suits, accounts, notes, covenants, contracts, agreements, promises,liabilities, damages, losses, costs and expenses whatsoevet, known or unknown,accrued or unacerued, in law or in equity, of any nature whatsoever (collectively“Claims’), including, x~ithout limitation, any Claims in any way involving, related to,or arising under or in connection with: (a) any breach of contract; (b) the Disputes,the Reimbursement Agreement, the Letter of Credit Fees, and the Remaining Claims;(c) the Lawsuit, the allegations, thets and circumstances at issue in the Lawsuit, andall Claims made or that could have been made in the Lawsuit; and (d) any claim forinterest or attorneys’ fees. TEllS PARAGRAPH 9 IS INTENDED 10 BE AGENERAL RELEASE OF ALL CLAIMS, SO, TO THE EXTENT THAT CHHCSTILL POSSESSES ANY VIABLE CLAIMS OR CAUSES OF ACTIONAGAINST DISTRICT 1-B AFTER THE OPERATION OF THIS RELEASE, CHHCHEREBY ASSIGNS TO DISTRICT I-B ALL CLAIMS CHHC HAS OF ANYKIND AGAINST DISTRICT 1-B No~ñthstandiggthe foregoing. CHHC does notrelease any rithts under the Partial Settlement Agreement or this Final SettlementAgreement~.
10. As of the Effective Date, District I-B does hereby unconditionally, fhlly, andcompletely release, acquit, and forever discharge CHHC and its predecessors(including Bright Farm Partnership and CHDC), successors, assigns, shareholders,directors, officers, employees, agents, representatives, attorneys, subsidiaries, relatedcorporations, partners, related partnerships, and other related entities, from any andall Claims, including, without limitation, any Claims in any way involving, related to,or arising under or in connection with: (a) any breach of contract; (b) the Disputes,the Reimbursement Agreement, the Letter of Credit Fees, and the Remaining Claims;(c) the Lawsuit, the allegations, facts and circumstances at issue in the Lawsuit. andall Claims made or that could have been made in the Lawsuit; and (d) any claim forinterest or attorneys’ fees TIlTS PARAGRAPH 10 IS INTENDED 10 BE AGENERAL RELEASE OF ALL CLAIMS, SO, TO THE EXTENT THAIDISTRICT 1-B StILL POSSESSES ANY VIABLE CLAIMS OR CAUSES OFAC! iON AGAINST CHEIC AFTER THE OPERAT 1ON OF THIS RELEASE,
PageS2932! 5
23
DISTRICT 1-B HEREBY ASSIGNS TO CHHC ALL CLAIMS DISTRICT 1-BHAS Of ANY KIND AGAThIST CHHC Notwithstanding the foregoing, District 1-a does not release any rights under the Partial Settlement Agreement or this FinalSettlement Agi cement.
11 This Final Settlement Agreement shalJ be binding upon and inure to the benefit of theParties and their respective representatives, successors, and assigns
12 The Parties each represent and warrant to the other that:
(a) the person executing this Final Settlement Agreement on behalf of such Patty hasfull power and authority to enter into this Final Settlement Agreement and toperform all of that Pasty’s obligations as herein set forth or contemplated;
(b) prior to the execution of this Final Settlement Agreement, each Party has fUllyinformed itself as to the terms, contents, provisions, and effects of this FinalSettlement Agreement, and as to all facts and conditions necessary to the decisionto execute this Final Settlement Agreement;
(c) prior to the execution of this Final Settlement Agreement, each Party has had thebenefit of the advice of an attorney or attorneys chosen and employed by thatParty concerning this Final Settlement Agreement;
(d) no promise or representation of any kind has been made by either I’ar~r or itsrepresentative to the other Patty or its representative except as expressly set forthin thisFinal Settlement Agreement;
(c) no Patty is relying on any oral understandings, oral representations, or oralagreements of any kind, or on any other matter not expressly stated in this FinalSettlement Agreement, and any such reliance by any Patty would be unintended,unreasonable, and unjustifiable;
(f) this Final Settlement Agreement shaLl remain in all respects effective and notsubject to termination, modificadon. or rescission by any difference in facts orcircumstances hereafter occurring, becoming known, or becoming knowndifferently; and
(g) this Final Settlement Agreement constitutes a valid, binding, and enforceableobligation of that Party, its terms are lawfUl and fair’, and it constitutes anequitable settlement cf’the Patties’ differences,
13 CHI’IC, to induce District I-B to enter’ into this Final Settlement Agreement,represents, warrants and stipulates for all purposes the follots-ing:
Page 6293215
24
a. Bright Farm Partnership assigned to CFIDC all of Bright Farm Partnership’srights under, in, and to the Reimbursement Agreement and thereafter CHDCassigned all of these rights to CHHC;
b Cl-il-IC is the successor-in•~interest to Bright Farm Partnership and to Cl-IDC,and CHHC has assumed or acquired all of Bright Farm Partnership’s andCHDC’s right and obligations in connection with the ReimbursementAgreement, the Lawsuit, and the Claims released by this Final SettlementAgreement;
c The 5689,189.21 ~pius interest and attorneys’ fees) originally claimed byCHDC in the Lawsuit is the total amount that Bright Farm Partnership,CHDC, and Cl-LI-IC claims District 1-B owed under the ReimbursementAgreement before the Subsequent Payments and before the Partial SettlementAgreement; and
d. After application of the Subsequent Payments and after the Partial SettlementAgreement, but before this Final Settlement Agreement, the total amount thatBnght Farm Partnership, CHDC, and Cl-Il-IC claims District I—B owes CHHCunder the Reimbursement Agreement, any other agreement, or based on anyother theory of recovery is $262,270 28 fbi the Letter of Credit Fees (plus
terest and attorneys’ fees)..
14 Each Party declares and represents that the Partial Settlement Agreement and thisFinal Settlement Agreement contain and constitute the entire agreement between thePatties and ternmiate, supersede, and replace any and all prior arrangements,understandings, representations, promises, inducements, or other communications,whether written or oral between the Patties. Each Party further declares andrepresents that no oral understandings, statements, promises, or inducements inaddition to, contrary to, or consistent with the terms of the Partial SettlementAgreement and this Final Settlement Agreement exist
15. Each Party declares and represents that it is the sole owner and holder of the Claims itis releasing by this Final Settlement Agreement and that no such Claims have beenassigned or otherwise transferred, in whole or in part, to any other person or entity.
16 Each Party acknowledges and agrees that this Final Settlement Agreement is beingexecuted, and that the consideration hereunder is being given by each Party, in fullcompromise and settlement of disputed Claims between the Patties and to avoidlhrther trouble, litigation, and expense, and that the fact of this Final SettlementAgreement shall not be taken in any way as an admission of fact or liability by eitherParty.
Page 72932! 5
25
17. This Final Settlement Agreement shall be governed by, eonstzued and enforced inaccordance with, and subject to the laws of the State of~iex~ This Final SettlementAgreement is performable in Denton County, Texas
18 Each Party represents that such Patty has substantial experience in negotiatingconttacts, that this Final Settlement Agreement is the product of negotiations amongthe Parties, and that, therefore, no Party to this Final Settlement Agreement shall becharged with having promulgated this Final Settlement Agreement
19 The Patties agree that this Final Settlement Agreement is not subject to revocation,and that no amendment, modification, or alteration of the terms of this FinalSettlement Agreement shall be binding unless it is in writing, dated subsequent to thedate of this Final Settlement Agreement. and duly executed by both Patties
20 This Final Settlement Agreement may be executed in multiple counterparts, each ofwhich shall be deemed an otiginal for all purposes, and all of which together shallconstitute one instrument.
CASTLE HILLS HOLDINGCORPORATION
— CAChristopher R. flnght \Vice President
Date: October_, 2012
DENTON COUNTY FRESH WATERSUPPLY DISTRICT NO. i-B
By: C_%~N~ --
Guy Harris, ~MaPresidentDate: October ~, 2012
SIGNED AND SEALED FOR DENTON COUNTY FRESH WATER SUPPLY DISTRICTNO.. i-B this 1st day of October, 2012
_____________ Seeretaty
(DISTRICT SEAL.)
Page 82~321 5
26
CAUSE NO. 2012-30239-211
DENTON COUNTY FRESH WATER § IN THE 211th JUDICIALSUPPLY DISTRICT NO. 1-A, §
§Plathtiff, §
§v. § DISTRICT COURT OF
§DENTON COUNTY FRESH WATER §SUPPLY DISTRICT NO. 1-B AND §LANCE SHIREY, GUY HARRIS, §INGE W. DRECHSLER, JASON §BAHAMIJNDI, AND BOB HANSEN, §IN THEIR OFFICIAL CAPACITIES AS §DISTRICT I-B BOARD MEMBERS, §
§Defendants. § DENTON COUNTY, TEXAS
PLEADINGS INDEX
Tab Title SVLO Doe. Date
1. Original Petition and Application for Writ of Mandamus 26349 03/28/2012
2. Citation on DCFWSD I -B by serving Misty Ventura 26347
3. Citation on Inge W. Drechsler 26348
4. Citation on Jason Bahamundi 26501 04/10/2012
5. Citation on Bob Hansen 27089 04/10/2012
6. Rule 11 Letter Agreement 27256 04/12/2012
7. Citation on Guy Harris 26812 04/21/2012
8. Defendants’ Plea to the Jurisdiction, Special Exceptions, 26917 04/30/2012and ... Original Answer
9 Plaintiffs Request for Disclosure 27707 05/29/2012
10. Cover Letter for First Request for Production and First 27632 06/06/2012Set of Interrogatories
11. Plaintiffs First Request for Production 27633 06/06/2012
12. Plaintiffs First Set of Interrogatories 27634 06/06/2012
13. Notice of Deposition of Lisa Bloomfield - 9am, 7/2/2012 27683 06/13/2012SVLO FW Office
14. Notice of Deposition of Guy Harris at l:3Op 7/2/2012, 27685 06/13/2012SVLO FW Office I
1350.00627073.!
27
15. Defendants’ Motion for Protective Order/Motion to 27859 06/18/2012Quash Deposition Notice
16. Defendants’ Responses to Plaintiffs Request For 28030 6/28/2012Disclosure
17. Director Defendants’ Privilege Assertions in Response to 28047 7/2/2012Plaintiffs Request for Disclosures
18. Notice of Deposition of Lisa Bloomfield for 7/30/2012, 28070 7/5/20129:00a.m.
19. Defendants’ Objections, Privilege Assertions & 28107 7/6/2012Responses to Plaintiffs First Set of Interrogatories
20. Defendants’ Objections, Privilege Assertions & 28108 7/6/2012Responses to Plaintiffs First Request for Production
21. Defendant’s Supplemental Objections to Plaintiffs First 28109 7/9/2012Request for Production of Documents
22. 1-B’s Request for Disclosure to 2-A 28152 7/10/2012
23. 1-B’s Interrogatories 1 - 13 to 1-A 28153 7/10/2012
24. Rule 11 letter agreement suspending case until December 28356 7/25/20121, 2012
25. Rule 11 letter agreement suspending case until January 1, 29983 11/19/20122013
26. Rule 1 1 letter agreement suspending case until February 31231 01/02/20131, 2013
‘4..
1350.006’27073.l
28
SVLO Suu~n VENTURA LJNDELOw & OLSON, ntc500 MAIN ST SuITE 800 Foar WORTH, TX 76102
January2,2013
Via EmailArt AndersonWinstead PC5400 Renaissance Tower1201 Elm StreetDallas, TX 75270
Dear Art,
In accordance with Rule 11 of the Texas Rules of Civil Procedure, this will confirm the parties’agreement regarding a temporary suspension of activity in the Lawsuit pursuant to the Interim,Partial Settlement Agreement between DCFWSD I-A and DCFWSD 1-B, as set forth below.
1. Effective July 17, 2012, activity in the Lawsuit is suspended until February 1, 2013,or further agreement of the parties.
Malt Mobs!,81 7405-9939marnoI&v~syIandIaw corn
Re: Denton County Fresh Water Supply District No. 1-A. Plaintiff. v. Denton CountyFresh Water Supply District No. 1-B. et aL. Defendants, Cause No. 2012-30239-211, in the 211th Judicial District Court of Denton County, Texas (the “Lawsuit”)
2. The suspension of activity in the Lawsuit applies to all activities in the Lawsuit,including discovery, document production, depositions, and hearings.
3. The parties have canceled all pending hearings in the Lawsuit.
4. Absent the further agreement of the parties, any deadlines to respond to pendingdiscovery requests in the Lawsuit will be tolled from July 12, 2012 to February 1,2013, and such deadlines will begin to run again on February 1, 2013.
5. In accordance with paragraph 4, the following will apply:
a. On February 11, 2013, Defendant DCFWSD 1-B will produce documents toPlaintiff in accordance with Defendants’ objections and response to PlaintiffsFirst Request for Production of Documents;
b. On February 21, 2013, Defendant DCFWSD I-B will make further responsesto Plaintiff’s Request For Productions Nos. 6-10; and
c. On February 28, 2013, Plaintiff will respond to DCFWSD I-B’s Request ForDisclosure and to DCFWSD 1-B’s Interrogatorics Nos. 1-13.
29
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30
Denton County Fresh Water Supply District No. 1-B
Bookkeeper's Report
January 15, 2013
Summary of All Funds Balance
General Fund:
Operating Fund - Plains Capital Bank 165,656.71$
M & O Tax Account - PlainsCapital Bank 91,545.03
257,201.74$
Debt Service Fund:
Interest & Sinking Collections - PlainsCapital 11.15$
Wells Fargo - Collection Fund Account 981,713.88
Wells Fargo - Interest & Sinking Account 0.15
Wells Fargo - Reserve Account 1,574,760.00
Wells Fargo - Admin Exp Account (0.00)
2,556,485.18$
Prepared by:
Dye & Bloomfield2309 Coit Road, Ste B Plano, TX 75075
Ph.: (972) 612-0088 Fax.: (972) [email protected]
page 1
31
Denton County Fresh Water Supply District No. 1-BOperating Cash Report
68,150.31$ Beginning cash balance - Plains Capital Bank
- Void:
- Transfer from M & O Taxes100,553.00 D1-A: CoServ Easement Fee Rev, Oct '11-Nov '12
5.20 Interest income
168,708.51$ Subtotal - Plains Capital Bank
(3,051.80) Bills To Be Paid
165,656.71$ Ending Cash Balance
Bills to be paid at this month's board meeting
Ck # Recurring Bills:
General Operating and Administrative Expenses
5120 141.53 Director - Enayat Ziaie OMA & PIA Training; pd @ Dec '12 Mtg5121 138.52 Director - Enayat Ziaie current mtg
5122 138.52 Director - Guy Harris current mtg
5123 138.52 Director - Jim Beveridge current mtg
5124 138.52 Director - Jason Bahamundi current mtg
5125 138.52 Director - Patrick Kelly current mtg
- Shupe Ventura Lindelow Olson IOLTA deposit
5126 277.50 Dye & Bloomfield, LLC accounting, Nov
5126 1,601.02 Dye & Bloomfield, LLC accounting, Dec
5127 339.15 US Treasury 4th Qtr 2012 pyrl taxes
- Denton 1A - Facil Oper & Maint invoice for 8/31/12
- Denton 1A - Facil Oper & Maint invoice for 9/30/12
- Denton 1A - Facil Oper & Maint invoice for 10/31/12
- Denton 1A - Facil Oper & Maint invoice for 11/30/12
3,051.80$
January 15, 2013
page 2
32
Denton County Fresh Water Supply District No. 1-BOperating Cash Report
M & O Taxes
5,231.02$ Beginning cash balance - PCB Tax Acct
86,311.78 Property tax receipts, last month
2.23 Interest income
91,545.03$ Subtotal - Plains Capital Bank
Ck #
Payments
- Transfer to Operating Acct- Denton CAD - M & O portion- Denton Tax Assessor Coll - M & O portion
- Total bills paid
91,545.03$
Interest & Sinking Taxes
3.93$ Beginning cash balance - PCB Tax Acct
312,916.69 Property tax receipts, last month
7.22 Interest income
312,927.84$ Subtotal - Plains Capital Bank
Ck #
Payments from Tax Funds
wire 312,916.69 Transfer to WF Collection Fund
312,916.69 Total transfers from Int & Skg @ PCB
11.15$
January 15, 2013
page 3
33
Denton County Fresh Water Supply District No. 1-BDebt Service Accounts
Wells Fargo - Collection Fund Wells Fargo - Interest & Sinking FundAcct #78300 Acct # 78301Beginning balance 859,810.38$ Beginning balance 1,148,096.99$ IN: last meeting 132,119.70 IN: from 78300 (coll fund) - Interest Income 0.12 IN: from 78302 (int income) 0.05 OUT: to I&S 78301 - Interest IncomeOUT: to I&S 78305 (10,216.32) OUT: 9/1 Debt Pymt (autopay) (1,148,096.89)
Ending balance 981,713.88$ Ending balance 0.15$
Wells Fargo - Reserve Fund Wells Fargo - Admin Exp FundAcct #78302 Acct #78305Beginning balance 1,574,760.00$ Beginning balance -$ Interest Income 0.05 IN: from WF 78301 10,216.32 xfer to 78301 I&S (0.05) OUT: WF Trustee, Ann. Fee (6,500.00)
OUT: Denton CAD (3,482.32) OUT: City Lville; legal exp (234.00)
Ending balance 1,574,760.00$ Ending balance (0.00)$
CD'S / INVESTMENTS OF DEBT SERVICE FUNDS
NONE
January 15, 2013
page 434
Denton County Fresh Water Supply District No. 1-BAnalysis of Denton County Property Tax Levied vs. CollectedTax Year 2012 (10/01/12 - 9/30/13)
Amount Levied on 10/01/12: 2,111,506.58$
Adjustments & supplements 10,506.58
Adjusted levy 2,122,013.16
Amount Collected as of: 12/31/2012 1,143,273.00 53.88%
Amount Uncollected as of: 12/31/2012 978,740.16
Amount collected refers to current year levy.Source: Denton County Tax Assessor Monthly Recapitulation Report for Agency W10
Tax Year 2012 (10/1/12 - 9/30/13)
Taxable Value of District Property 239,943,920.00$
Tax to be levied per $100 of value 0.8800$ 2,111,506.50$
M & O - available for operating costs 0.190265$ 456,529.30$ Debt Svc - transferred to debt service accts 0.689735$ 1,654,977.20$
2,111,506.50$
2011 adjusted taxable value: 245,668,489.00$ 2010 orig taxable value: 246,572,979.00$ Lewisville # 1,654,973.00$ 2009 orig taxable value: 250,296,656.00$
page 5
35
Denton County Fresh Water Supply District No. 1-BCompilation of Utility Billings, as prepared by Operator Denton 1A
Activity for: Dec-12 Nov-12 Oct-12
Billing Date: January 1, 2013 December 1, 2012 November 1, 2012
Connections Counts Revised Swr Rates New Rates New Rates
Water - Residential 645 646 645Water - Comm'l 11 11 11Wastewater - Res & Flat 643 644 643Wastewater - Non-Res 4 4 4Trash - 1st bin only 643 644 643
Consumption - Gallons
Water - Res 73,462 114,564 132,945 Water - Non-Res 6,982 6,468 9,585 Water - Irrig / Dist Alloc 37,354 13,075 32,435
Operations Billings
Previous Months Receivables 126,963.34 138,965.96 120,332.53
Adjustments 4,789.70 (4,054.80) 8,876.48 Payments 129,523.56 130,775.84 124,079.95 Current Billing 99,637.40 122,828.02 133,836.90
End of Month Receivables 101,866.88 126,963.34 138,965.96
Operations Billings - Past Due Breakdown
Current 97,277.71 120,655.09 130,560.22 30 Day 1,883.42 3,462.72 5,545.70 60 Day 15.53 13.34 135.39 90 Day + 2,690.22 2,832.19 2,724.65
101,866.88 126,963.34 138,965.96
January 15, 2013
page 6
36
Denton County Fresh Water Supply District No. 1-BSchedule of Debt Service Obligations
Lewisville Refunding BondsSeries 1998 Total Annual
$19,000,000 Principal Payment Interest Payment Semi-Annual Pymt Debt Service
3/1/2013 403,612.51 403,612.51 9/1/2013 765,000.00 403,612.51 1,168,612.51 1,572,225.02
3/1/2014 383,055.13 383,055.13 9/1/2014 805,000.00 383,053.13 1,188,053.13 1,571,108.26
3/1/2015 361,418.75 361,418.75 9/1/2015 850,000.00 361,418.75 1,211,418.75 1,572,837.50
3/1/2016 338,575.00 338,575.00 9/1/2016 895,000.00 338,575.00 1,233,575.00 1,572,150.00
3/1/2017 312,620.00 312,620.00 9/1/2017 945,000.00 312,620.00 1,257,620.00 1,570,240.00
3/1/2018 285,215.00 285,215.00 9/1/2018 1,000,000.00 285,215.00 1,285,215.00 1,570,430.00
3/1/2019 256,215.00 256,215.00 9/1/2019 1,060,000.00 256,215.00 1,316,215.00 1,572,430.00
3/1/2020 225,475.00 225,475.00 9/1/2020 1,120,000.00 225,475.00 1,345,475.00 1,570,950.00
3/1/2021 192,995.00 192,995.00 9/1/2021 1,185,000.00 192,995.00 1,377,995.00 1,570,990.00
3/1/2022 158,630.00 158,630.00 9/1/2022 1,250,000.00 158,630.00 1,408,630.00 1,567,260.00
3/1/2023 122,380.00 122,380.00 9/1/2023 1,330,000.00 122,380.00 1,452,380.00 1,574,760.00
3/1/2024 83,810.00 83,810.00 9/1/2024 1,405,000.00 83,810.00 1,488,810.00 1,572,620.00
3/1/2025 43,065.00 43,065.00 9/1/2025 1,485,000.00 43,065.00 1,528,065.00 1,571,130.00
14,095,000.00 6,334,130.78 20,429,130.78 20,429,130.78
page 737
Denton County FWSD 1-B Revenues & Expenditures - Budget to Actual
October 2011 through September 2012
Oct '11 - Sep 12 YTD Budget $ Over Budget % of Budget Annual Budget
Ordinary Income/Expense
Income THIS FINANCIAL INFORMATION IS THE SAME AS THE DEC '12 REPORT
Utility Revenue
Water-Res 665,997.95 918,290.00 (252,292.05) 72.53% 918,290.00
Water-Non-Res 3,360.36 0.00 3,360.36 100.0% 0.00
Water-Comm'l 45,331.86 0.00 45,331.86 100.0% 0.00
Water-Dist Use 163,389.78 0.00 163,389.78 100.0% 0.00
Sewer-Res 265,158.72 284,833.00 (19,674.28) 93.09% 284,833.00
Sewer-Flat 14,328.33 0.00 14,328.33 100.0% 0.00
Sewer-Non Res 3,875.06 0.00 3,875.06 100.0% 0.00
Garbage 118,425.25 128,242.00 (9,816.75) 92.35% 128,242.00
Garbage - 2nd bin 1,339.86 0.00 1,339.86 100.0% 0.00
Late Fees 8,520.84 7,200.00 1,320.84 118.35% 7,200.00
Misc Fees 1,065.00 1,000.00 65.00 106.5% 1,000.00
Misc Adjs 8,591.02 1,200.00 7,391.02 715.92% 1,200.00
Total Utility Revenue 1,299,384.03 1,340,765.00 (41,380.97) 96.91% 1,340,765.00
Easement Franchise Rev 0.00 85,000.00 (85,000.00) 0.0% 85,000.00
Permit income 19,174.40 25,502.00 (6,327.60) 75.19% 25,502.00
Property Tax Revenue 468,774.77 469,277.00 (502.23) 99.89% 469,277.00
Management Revenue 0.00 20,002.00 (20,002.00) 0.0% 20,002.00
Other Revenue 12,533.17 13,000.00 (466.83) 96.41% 13,000.00
Sales Tax Revenue 267.05 0.00 267.05 100.0% 0.00
Interest Income 235.64 0.00 235.64 100.0% 0.00
Total Income 1,800,369.06 1,953,546.00 (153,176.94) 92.16% 1,953,546.00
Cost of Goods Sold
6500 · WATER
501 · Water - Direct Expenses 72,491.09 130,884.00 (58,392.91) 55.39% 130,884.00
502 · Water - Personnel & OH E 161,849.76 153,232.00 8,617.76 105.62% 153,232.00
503 · Water M & O 394,316.20 403,819.00 (9,502.80) 97.65% 403,819.00
504 · Water Usage 174,867.15 186,618.00 (11,750.85) 93.7% 186,618.00
Total 6500 · WATER 803,524.20 874,553.00 (71,028.80) 91.88% 874,553.00
6600 · WASTEWATER
.501 · Sewer Direct Exps 31,922.56 43,440.96 (11,518.40) 73.49% 43,440.96
.502 · WW - Personnel & OH Ex 83,843.84 91,842.00 (7,998.16) 91.29% 91,842.00
.503 · Sewer M & O 17,844.47 35,681.00 (17,836.53) 50.01% 35,681.00
.504 · Sewer Usage 261,998.36 284,076.00 (22,077.64) 92.23% 284,076.00
Total 6600 · WASTEWATER 395,609.23 455,039.96 (59,430.73) 86.94% 455,039.96
6700 · STREETS
..502 · Streets - Personnel & O 32,894.44 32,280.00 614.44 101.9% 32,280.00
..503 · Streets M & O 32,753.33 32,667.00 86.33 100.26% 32,667.00
Total 6700 · STREETS 65,647.77 64,947.00 700.77 101.08% 64,947.00
6800 · DRAINAGE
...502 · Drainage - Personnel & 9,104.36 24,787.00 (15,682.64) 36.73% 24,787.00
...503 · Drainage M & O 5,208.41 7,526.00 (2,317.59) 69.21% 7,526.00
Total 6800 · DRAINAGE 14,312.77 32,313.00 (18,000.23) 44.29% 32,313.00
6999.11 · Reserves-Billed in Co 142,857.17 150,000.00 (7,142.83) 95.24% 150,000.00
Total COGS 1,421,951.14 1,576,852.96 (154,901.82) 90.18% 1,576,852.96
Gross Profit 378,417.92 376,693.04 1,724.88 100.46% 376,693.04
Page 8 of 11
38
Denton County FWSD 1-B Revenues & Expenditures - Budget to Actual
October 2011 through September 2012
Oct '11 - Sep 12 YTD Budget $ Over Budget % of Budget Annual Budget
Expense
6200 · ADMINISTRATION
501. · Admin - Direct Exp 74,453.81 141,123.96 (66,670.15) 52.76% 141,123.96
502. · Admin - Personnel & OH 136,656.59 120,344.00 16,312.59 113.56% 120,344.00
503. · Admin - Maint & Ops 204.53 1,418.00 (1,213.47) 14.42% 1,418.00
Total 6200 · ADMINISTRATION 211,314.93 262,885.96 (51,571.03) 80.38% 262,885.96
6300 · PERMITS
502.. · Permits - Personnel & O 39,710.88 44,901.00 (5,190.12) 88.44% 44,901.00
Total 6300 · PERMITS 39,710.88 44,901.00 (5,190.12) 88.44% 44,901.00
6400 · PARKS
502... · Parks - Personnel & OH 13,529.03 18,832.00 (5,302.97) 71.84% 18,832.00
503... · Parks M & O 160,465.67 174,755.00 (14,289.33) 91.82% 174,755.00
Total 6400 · PARKS 173,994.70 193,587.00 (19,592.30) 89.88% 193,587.00
D1A - Add'l Shared Costs
GF Mgmt Reimb to 1A 26,690.65 0.00 26,690.65 100.0% 0.00
UF Wtr Mgmt Reimb to 1A 21,187.44 0.00 21,187.44 100.0% 0.00
UF Swr Mgmt Reimb to 1A 6,152.77 0.00 6,152.77 100.0% 0.00
Total D1A - Add'l Shared Costs 54,030.86 0.00 54,030.86 100.0% 0.00
Accounting 22,946.61 0.00 22,946.61 100.0% 0.00
Acctng-1A Rec Review 5,681.25 0.00 5,681.25 100.0% 0.00
Delivery/Courier Services 222.18 0.00 222.18 100.0% 0.00
Director Expenses
Director Fees 7,050.00 0.00 7,050.00 100.0% 0.00
Mileage, Reimbursements 265.90 0.00 265.90 100.0% 0.00
Payroll Taxes 539.34 0.00 539.34 100.0% 0.00
Total Director Expenses 7,855.24 0.00 7,855.24 100.0% 0.00
Election Expense 2,270.84 0.00 2,270.84 100.0% 0.00
Insurance 5,610.00 0.00 5,610.00 100.0% 0.00
Legal-Gen'l 131,607.59 0.00 131,607.59 100.0% 0.00
Legal-Litigation 65,966.52 0.00 65,966.52 100.0% 0.00
Office Expense 104.00 0.00 104.00 100.0% 0.00
Office supplies 246.00 0.00 246.00 100.0% 0.00
Professional Dues 550.00 0.00 550.00 100.0% 0.00
Tax Appraisal Fees 3,973.20 0.00 3,973.20 100.0% 0.00
Tax Collection Fees 127.48 0.00 127.48 100.0% 0.00
Total Expense 726,212.28 501,373.96 224,838.32 144.84% 501,373.96
Net Ordinary Income (347,794.36) (124,680.92) (223,113.44) 278.95% (124,680.92)
Other Income/Expense
Other Income
Insur Reimb-Legal Exp 12,357.50 0.00 12,357.50 100.0% 0.00
Total Other Income 12,357.50 0.00 12,357.50 100.0% 0.00
Other Expense
Interest Exp-Tax Refund 64.58
CHHC Lawsuit Sttlement 25,492.47 0.00 25,492.47 100.0% 0.00
Total Other Expense 25,557.05 0.00 25,557.05 100.0% 0.00
Net Other Income (13,199.55) 0.00 (13,199.55) 100.0% 0.00
Net Income (360,993.91) (124,680.92) (236,312.99) 289.53% (124,680.92)
Page 9 of 11
39
Denton County FWSD 1-B Statement of Revenues & Expenses - Monthly
October 2011 through November 2012
Oct 11 Nov 11 Dec 11 Jan 12 Feb 12 Mar 12 Apr 12 May 12 Jun 12 Jul 12 Aug 12 Sep 12 Oct 12 Nov 12 TOTAL
Ordinary Income/Expense THIS FINANCIAL INFORMATION IS THE SAME AS THE DEC '12 REPORT
Income
Utility Revenue
Water-Res 59,033.23 42,195.97 31,749.51 32,242.43 31,154.33 37,611.68 47,501.91 66,710.56 68,502.75 85,750.20 84,147.87 79,397.51 73,635.95 64,122.08 803,755.98
Water-Non-Res 182.42 269.15 121.14 160.35 142.44 99.30 412.65 280.19 318.79 514.14 496.18 363.61 420.21 275.14 4,055.71
Water-Comm'l 6,946.36 4,379.45 1,528.43 1,853.01 2,063.18 2,313.00 2,714.53 3,118.57 4,399.52 4,170.86 4,801.94 7,043.01 4,910.72 3,734.04 53,976.62
Water-Dist Use 18,182.43 12,244.07 6,115.31 6,078.31 6,337.50 10,692.38 9,984.35 14,584.20 15,391.29 17,962.25 23,500.12 22,317.57 17,833.51 0.00 181,223.29
Sewer-Res 21,167.76 21,066.13 20,983.80 20,998.68 22,952.30 22,958.31 22,909.29 22,694.78 22,511.26 22,386.78 22,290.69 22,238.94 41,478.52 41,286.00 347,923.24
Sewer-Flat 1,470.85 1,560.62 1,622.36 1,666.80 1,734.49 425.96 518.57 613.63 893.74 1,124.35 1,302.58 1,394.38 2,500.52 2,619.56 19,448.41
Sewer-Non Res 416.10 342.47 298.44 422.02 431.64 353.20 405.37 424.24 99.75 77.18 191.14 413.51 847.24 736.92 5,459.22
Garbage 9,828.91 9,828.91 9,859.77 9,828.91 9,813.48 9,828.91 9,875.20 9,844.34 9,890.63 9,906.06 9,921.49 9,998.64 9,921.49 9,936.92 138,283.66
Garbage - 2nd bin 102.69 102.69 107.58 107.58 107.58 107.58 107.58 117.36 117.36 117.36 117.36 127.14 122.25 117.36 1,579.47
Late Fees 1,133.11 553.22 405.21 499.20 358.23 446.85 503.86 463.57 853.70 893.13 1,146.33 1,264.43 912.38 1,327.57 10,760.79
Misc Fees 75.00 75.00 87.00 90.00 87.00 90.00 96.00 93.00 93.00 93.00 93.00 93.00 96.00 96.00 1,257.00Misc Adjs (203.20) 1,982.98 444.14 3,768.09 1,061.88 1,119.97 1,076.50 1,035.95 352.09 (432.67) (835.19) (779.52) (1,111.46) (974.54) 6,505.02
Total Utility Reven 118,335.66 94,600.66 73,322.69 77,715.38 76,244.05 86,047.14 96,105.81 119,980.39 123,423.88 142,562.64 147,173.51 143,872.22 151,567.33 123,277.05 1,574,228.41
Permit income 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 14,065.72 3,846.48 965.68 296.52 0.00 0.00 19,174.40
Property Tax Reve 1,487.82 30,492.54 109,171.96 210,594.98 100,024.01 6,871.44 2,042.41 2,690.23 1,399.65 (1,974.67) 5,106.32 868.08 14,143.93 17,178.80 500,097.50
Other Revenue 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 12,533.17 0.00 0.00 0.00 0.00 0.00 12,533.17
Sales Tax Revenu 0.00 0.00 0.00 0.00 0.00 267.05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 267.05Interest Income 0.00 7.41 23.50 41.09 26.27 28.31 25.81 26.64 24.25 18.81 7.96 5.59 4.21 3.20 243.05
Total Income 119,823.48 125,100.61 182,518.15 288,351.45 176,294.33 93,213.94 98,174.03 122,697.26 151,446.67 144,453.26 153,253.47 145,042.41 165,715.47 140,459.05 2,106,543.58
Cost of Goods Sold
6500 · WATER
501 · Water - Dire 387.83 2,897.66 8,638.07 5,019.94 15,450.98 2,109.55 12,019.89 7,537.72 6,633.47 5,805.48 3,915.89 2,074.61 0.00 0.00 72,491.09
502 · Water - Pers 10,430.70 9,849.08 15,038.72 11,090.52 12,952.62 19,876.11 12,372.66 12,767.64 14,436.20 13,717.59 15,811.39 13,506.53 0.00 0.00 161,849.76
503 · Water M & O 1 885 32 5 501 86 83 562 69 24 762 84 32 327 28 35 008 55 35 057 15 33 763 87 34 265 22 34 013 17 36 854 76 37 313 49 0 00 0 00 394 316 20503 · Water M & O 1,885.32 5,501.86 83,562.69 24,762.84 32,327.28 35,008.55 35,057.15 33,763.87 34,265.22 34,013.17 36,854.76 37,313.49 0.00 0.00 394,316.20504 · Water Usage 0.00 0.00 34,373.93 4,587.12 7,522.02 9,437.20 11,540.78 18,410.61 18,396.82 23,242.31 25,632.63 21,723.73 0.00 0.00 174,867.15
Total 6500 · WATE 12,703.85 18,248.60 141,613.41 45,460.42 68,252.90 66,431.41 70,990.48 72,479.84 73,731.71 76,778.55 82,214.67 74,618.36 0.00 0.00 803,524.20
6600 · WASTEWATER
.501 · Sewer Direc 121.10 957.71 5,905.35 4,498.41 5,042.46 683.30 4,006.62 2,416.36 2,211.16 1,659.63 3,651.12 769.34 0.00 0.00 31,922.56
.502 · WW - Perso 5,325.43 4,966.11 7,932.61 5,830.53 6,335.43 10,600.00 6,239.73 6,644.10 6,530.64 6,800.59 8,681.49 7,957.18 0.00 0.00 83,843.84
.503 · Sewer M & 719.46 2,785.00 632.56 1,101.79 334.89 857.86 669.81 366.38 2,582.09 4,786.21 938.10 2,070.32 0.00 0.00 17,844.47
.504 · Sewer Usag 0.00 7,127.33 54,639.25 22,191.70 21,982.74 23,306.88 22,351.90 15,385.59 21,831.22 22,183.20 29,679.26 21,319.29 0.00 0.00 261,998.36
Total 6600 · WAST 6,165.99 15,836.15 69,109.77 33,622.43 33,695.52 35,448.04 33,268.06 24,812.43 33,155.11 35,429.63 42,949.97 32,116.13 0.00 0.00 395,609.23
6700 · STREETS
..501 · Streets Dire 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
..502 · Streets - Pe 2,253.12 2,971.38 3,408.93 2,528.57 2,668.55 4,120.96 2,849.36 2,049.20 2,529.97 2,479.93 2,847.97 2,186.50 0.00 0.00 32,894.44
..503 · Streets M & 262.69 2,167.06 692.20 1,654.80 54.06 816.57 1,462.54 2,236.78 1,310.69 4,683.30 5,568.63 11,844.01 0.00 0.00 32,753.33
Total 6700 · STRE 2,515.81 5,138.44 4,101.13 4,183.37 2,722.61 4,937.53 4,311.90 4,285.98 3,840.66 7,163.23 8,416.60 14,030.51 0.00 0.00 65,647.77
6800 · DRAINAGE
...501 · Drainage D 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
...502 · Drainage - 459.52 826.67 879.34 766.73 653.90 970.47 883.37 1,618.87 1,157.34 240.88 370.21 277.06 0.00 0.00 9,104.36
...503 · Drainage M 68.94 60.40 344.46 99.56 1,126.81 669.33 627.65 631.36 1,340.19 189.60 14.45 35.66 0.00 0.00 5,208.41
Total 6800 · DRAIN 528.46 887.07 1,223.80 866.29 1,780.71 1,639.80 1,511.02 2,250.23 2,497.53 430.48 384.66 312.72 0.00 0.00 14,312.776999.11 · Reserve 0.00 0.00 0.00 0.00 0.00 21,428.58 21,428.58 21,428.56 21,428.58 21,428.56 14,285.73 21,428.58 0.00 0.00 142,857.17
Total COGS 21,914.11 40,110.26 216,048.11 84,132.51 106,451.74 129,885.36 131,510.04 125,257.04 134,653.59 141,230.45 148,251.63 142,506.30 0.00 0.00 1,421,951.14
Gross Profit 97,909.37 84,990.35 (33,529.96) 204,218.94 69,842.59 (36,671.42) (33,336.01) (2,559.78) 16,793.08 3,222.81 5,001.84 2,536.11 165,715.47 140,459.05 684,592.44
Page 10 of 1140
Denton County FWSD 1-B Statement of Revenues & Expenses - Monthly
October 2011 through November 2012
Oct 11 Nov 11 Dec 11 Jan 12 Feb 12 Mar 12 Apr 12 May 12 Jun 12 Jul 12 Aug 12 Sep 12 Oct 12 Nov 12 TOTAL
Expense
6200 · ADMINISTRATION
501. · Admin - Dir 347.43 2,578.39 3,890.26 4,249.09 14,261.98 17,089.15 10,684.33 6,443.65 5,896.42 5,012.46 212.50 3,788.15 0.00 0.00 74,453.81
502. · Admin - Per 9,544.75 9,140.75 15,095.20 10,348.15 10,717.29 16,973.07 13,916.78 10,561.91 8,330.22 9,558.10 12,974.10 9,496.27 0.00 0.00 136,656.59503. · Admin - Ma 20.98 6.68 31.87 0.00 17.96 0.00 19.36 22.93 54.61 1.63 20.34 8.17 0.00 0.00 204.53
Total 6200 · ADMI 9,913.16 11,725.82 19,017.33 14,597.24 24,997.23 34,062.22 24,620.47 17,028.49 14,281.25 14,572.19 13,206.94 13,292.59 0.00 0.00 211,314.93
6300 · PERMITS502.. · Permits - P 2,407.66 3,099.53 3,825.84 2,928.42 3,104.49 4,240.03 3,018.96 3,132.52 2,871.28 3,477.84 4,341.48 3,262.83 0.00 0.00 39,710.88
Total 6300 · PERM 2,407.66 3,099.53 3,825.84 2,928.42 3,104.49 4,240.03 3,018.96 3,132.52 2,871.28 3,477.84 4,341.48 3,262.83 0.00 0.00 39,710.88
6400 · PARKS
501... · Parks Dire 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
502... · Parks - Pe 639.11 924.09 1,120.87 793.53 1,013.60 1,696.22 951.98 873.74 1,056.53 1,119.51 1,814.56 1,525.29 0.00 0.00 13,529.03503... · Parks M & 7,433.02 17,482.73 15,749.65 10,557.69 10,480.18 10,843.28 13,237.38 13,113.62 13,173.06 14,869.98 16,478.45 17,046.63 0.00 0.00 160,465.67
Total 6400 · PARK 8,072.13 18,406.82 16,870.52 11,351.22 11,493.78 12,539.50 14,189.36 13,987.36 14,229.59 15,989.49 18,293.01 18,571.92 0.00 0.00 173,994.70
D1A - Add'l Shared Costs
GF Mgmt Reimb t 895.09 1,460.45 2,287.19 743.00 2,342.47 8,353.23 4,134.82 965.11 (534.38) 3,047.14 2,996.53 0.00 0.00 0.00 26,690.65
UF Wtr Mgmt Rei 1,519.75 1,640.19 3,333.39 1,328.17 2,140.77 1,542.81 2,427.84 820.16 2,675.45 1,284.92 2,473.99 0.00 0.00 0.00 21,187.44UF Swr Mgmt Rei 333.14 545.51 974.17 397.58 299.80 467.46 879.09 277.48 934.53 459.36 584.65 0.00 0.00 0.00 6,152.77
Total D1A - Add'l 2,747.98 3,646.15 6,594.75 2,468.75 4,783.04 10,363.50 7,441.75 2,062.75 3,075.60 4,791.42 6,055.17 0.00 0.00 0.00 54,030.86
Accounting 1,867.50 1,035.00 135.00 2,550.00 1,425.00 3,083.61 1,750.00 1,302.50 1,432.50 1,955.00 2,251.75 4,158.75 2,165.00 0.00 25,111.61
Acctng-1A Rec Re 0.00 90.00 2,182.50 1,046.25 1,672.50 690.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5,681.25
Delivery/Courier S 0.00 0.00 66.62 0.00 0.00 0.00 0.00 22.90 50.16 49.72 0.00 32.78 0.00 0.00 222.18
Director Expenses
Director Fees 0.00 0.00 0.00 750.00 450.00 600.00 750.00 750.00 750.00 600.00 600.00 1,800.00 1,650.00 0.00 8,700.00
Mileage, Reimbur 0.00 0.00 0.00 53.18 53.18 53.18 53.18 53.18 0.00 0.00 0.00 0.00 0.00 0.00 265.90Payroll Taxes 0.00 0.00 0.00 57.35 34.44 45.92 57.37 57.39 57.37 45.91 45.90 137.69 126.23 0.00 665.57
Total Director Exp 0 00 0 00 0 00 860 53 537 62 699 10 860 55 860 57 807 37 645 91 645 90 1 937 69 1 776 23 0 00 9 631 47Total Director Exp 0.00 0.00 0.00 860.53 537.62 699.10 860.55 860.57 807.37 645.91 645.90 1,937.69 1,776.23 0.00 9,631.47
Election Expense 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2,270.84 0.00 0.00 0.00 0.00 0.00 0.00 2,270.84
Insurance 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5,610.00 0.00 0.00 0.00 5,610.00
Legal-Gen'l 10,575.69 5,720.18 6,245.40 14,243.30 16,859.50 26,913.68 7,499.80 8,728.65 7,696.00 2,972.90 14,621.74 9,530.75 5,833.35 375.50 137,816.44
Legal-Litigation 35.10 105.30 1,228.50 3,896.10 1,579.50 4,878.90 7,959.50 5,194.80 8,270.81 8,206.03 10,509.78 14,102.20 4,417.45 491.40 70,875.37
Office Expense 0.00 0.00 0.00 104.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 104.00
Office supplies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 246.00 0.00 0.00 246.00
Professional Dues 0.00 0.00 550.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 550.00
Tax Appraisal Fee 0.00 0.00 1,004.20 0.00 1,004.20 0.00 0.00 1,004.20 0.00 0.00 0.00 960.60 0.00 0.00 3,973.20Tax Collection Fe 0.00 0.00 121.80 0.00 0.71 0.00 0.00 0.00 4.97 0.00 0.00 0.00 0.00 0.00 127.48
Total Expense 35,619.22 43,828.80 57,842.46 54,045.81 67,457.57 97,470.54 67,340.39 55,595.58 52,719.53 52,660.50 75,535.77 66,096.11 14,192.03 866.90 741,271.21
Net Ordinary Incom 62,290.15 41,161.55 (91,372.42) 150,173.13 2,385.02 (134,141.96) (100,676.40) (58,155.36) (35,926.45) (49,437.69) (70,533.93) (63,560.00) 151,523.44 139,592.15 (56,678.77)
Other IncomeInsur Reimb-Lega 0.00 585.00 0.00 0.00 0.00 0.00 0.00 7,425.00 0.00 0.00 4,347.50 0.00 3,532.89 0.00 15,890.39
Total Other Incom 0.00 585.00 0.00 0.00 0.00 0.00 0.00 7,425.00 0.00 0.00 4,347.50 0.00 3,532.89 0.00 15,890.39
Other Expense
Interest Exp-Tax R 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 64.58 0.00 0.00 0.00 0.00 64.58
7797 · Penalties & 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00CHHC Lawsuit Stt 0.00 0.00 0.00 0.00 0.00 0.00 0.00 25,492.47 0.00 0.00 0.00 0.00 0.00 0.00 25,492.47
Total Other Expen 0.00 0.00 0.00 0.00 0.00 0.00 0.00 25,492.47 0.00 64.58 0.00 0.00 0.00 0.00 25,557.05
Net Other Income 0.00 585.00 0.00 0.00 0.00 0.00 0.00 (18,067.47) 0.00 (64.58) 4,347.50 0.00 3,532.89 0.00 (9,666.66)
Net Income 62,290.15 41,746.55 (91,372.42) 150,173.13 2,385.02 (134,141.96) (100,676.40) (76,222.83) (35,926.45) (49,502.27) (66,186.43) (63,560.00) 155,056.33 139,592.15 (66,345.43)
Page 11 of 1141
ORDER ADOPTING DISTRICT’S INVESTMENT POLICY
WHEREAS, DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B(the “District”), is a body politic and corporate and a governmental agency of the State of Texas,operating under and governed by the provisions of Chapters 49 and 51 ofthe Texas Water Code,as amended, and Section 59 ofArticle XVI of the Texas Constitution; and
WHEREAS, the Texas Public Funds Investment Act, Chapter 2256 Government Code,as amended, and Section 49.199 Water Code, as amended, require that the Board of Directors ofthe District adopt rules, regulations and policies governing the investment of District finds andto designate one or more of its officers or employees as the District’s Investment Officer to beresponsible for the investment of such finds; and
WHEREAS, the Board of Directors of the District now finds that it would be appropriateto adopt an Investment Policy in compliance with Chapter 2256 Government Code, as amended,and Section 49.199 Water Code, as amended.
NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF DIRECTORS OFDENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B, AS FOLLOWS:
1. The recitals as set forth above are tbund to be true and correct.
2. The District’s Investment Policy is hereby adopted in whole as set forth in theattached Exhibit A, including all attachments thereto.
3. This Order shall be effective immediately upon its adoption.
PASSED AND APPROVED this 15th day of January, 2013.
Jason Bahamundi, Secretary Guy Harris, President
[DISTRICT SEAL]
1350.00125343.3
42
EXHIBIT A
INVESTMENT POLICY
ARTICLE IPOLICY STATEMENT
Section 1.01. General Policy Statement. It is the policy of DENTON COUNTY FRESHWATER SUPPLY DISTRICT NO. 1-B (the “District’) that the administration of its funds andthe investment of those funds shall be handled with the highest public trust. Investments shall bemade in a manner which will provide the maximum security of principal while meeting the cashflow needs of the District and conforming to all applicable state and federal laws governing theinvestment of public funds, including, but not limited to, the Texas Public Funds Investment Act,Chapter 2256 Government Code, as amended (the “Act”).
Section 1.02. Scope. This investment policy applies to all of the funds held by theDistrict.
Section 1.03. General Objectives and Strategy. The investment objectives and strategyfor all funds shall first be for the investment officer to understand the suitability of theinvestment to the financial requirements of the District. Thereafter, it is the policy of the Districtto ensure that purchases and sales of District investments are initiated by authorized individuals,conform to investment objectives and regulations, and are properly documented and approved,and to provide thr the periodic review of District investments to evaluate investmentperformance and security, all as required by applicable law.
ARTICLE IIINVESTMENT OFFICER AND DISBURSEMENTS
Section 2.01. Investment Officer.
A. The District’s booklceeper, Lisa Bloomfield, shall be and hereby isdesignated the investment officer of the District and, as such, shall be responsible for theinvestment of the District’s funds. Said investment officer shall periodically review theDistrict’s investment practices and policies and shall make recommendations from time totime to the Board of Directors which, if approved, will be reflected in amendments to theDistrict’s rules, regulations and policies fur the investment of its funds.
B. The investment officer of the District shall, not later than the firstanniversary of the date the officer takes office or assumes the officer’s duties, attend atraining session of at least six (6) hours of instruction relating to investmentresponsibilities under Chapter 2256, Government Code, as amended; and, within eachtwo (2) year period after the first year, attend at least four (4) hours of additionalinvestment training.
C. The investment officer shall exercise the judgment and care, underprevailing circumstances, that a person of prudence, discretion, and intelligence wouldexercise in the management of the person’s own affairs.
Exhibit A — Page 11350.00t25343.3
43
D. The Board of Directors shall retain primary responsibility for establishingand implementing the District’s investment rules, regulations and policies.
E. The Board of Directors may, at its discretion, remove and replace theinvestment officer or appoint multiple investment officers of the District.
Section 2.02. Ouarterly Investment Report. Within thirty (30) days after the end of eachquarter of the fiscal year, the investment officer shall prepare, or cause to be prepared, andsubmit to the President and Board of Directors a written report of investment transactions for allfUnds for the preceding reporting period.
A. The report must:
1. describe in detail the investment position ofthe District on the dateofthe report;
2. be prepared jointly by all investment officers of the District;
3. be signed by each investment officer of the District;
4. contain a summary statement of each pooled fund group that statesthe:
a) beginning market value for the reporting period;
b) ending market value for the period; and
c) filly accrued interest for the reporting period.
5. state the book value and market value of each separately investedasset at the end of the reporting period by the type of asset and find type invested;
6. state the maturity date of each separately invested asset that has amaturity date;
7. state the account or fund or pooled group fund in the District forwhich each individual investment was acquired; and
8. state the compliance of the investment portfolio of the District as itrelates to:
a) the investment strategy expressed in the District’sinvestment policy; and
b) relevant provisions of the Act.
B. If the District invests in other than money market mutual fUnds,investment pools or accounts offered by its depository bank in the form of certificates ofdeposit, or money market accounts or similar accounts, the reports prepared by the
Exhibit A — Page 21350.00125343.3
44
investment officer under this Section shall be formally reviewed at least annually by anindependent auditor and the result of the review shall be reported to the Board ofDirectors by the auditor.
Section 2.03. Authority of Bookkeeper or Accountant. The District’s bookkeeper oraccountant shall be responsible for day-to-day financial transactions, including investment andreinvestment of the District’s funds. This Section 2.03 shall constitute the authority of thebookkeeper or accountant for the District to take any action contemplated by Section 2256.005G0of the Act on behalf of the District including the authority to deposit, withdraw, invest, transferor manage in any other manner, the funds of the District until this authority is revoked in writingor the bookkeeper or accountant is no longer employed by the District.
In addition, the District’s tax assessor/collector is authorized to deposit, withdraw, invest,transfer or manage in any other manner, the funds of the District in the tax account until thisauthority is revoked in writing or the tax assessor/collector is no longer employed by the District,and the District’s utility operator is authorized to deposit funds of the District into the operatingaccount ofthe District until this authority is revoked in writing or the utility operator is no longeremployed by the District.
A letter executed by the investment officer or president or other officer of the Districtshall be sufficient for any entity dealing with the District to take any action authorized by thesepolicies as instructed by the bookkeeper, accountant, tax assessor or operator for the District.Such letter shall contain the name and signature of each individual for each such consultant whohas the authority to so act on behalf of the District.
All such transactions shall be made in accordance with the District’s rules, regulations,policies, orders and resolutions for the investment of its funds and shall be recorded in properbooks, schedules and records of the District, accompanied by receipts, confirmations or similardocumentation. The District’s booklceeper or accountant shall report all such transactions insummary fashion to the Board of Directors on a monthly basis. The bookkeeper or accountantshall assist the investment officer in preparation of the reports required by Section 2.02 and shallexecute such reports prior to submission to the president and board of Directors.
Section 2.04. Disbursements. Except as hereinabove provided, nothing herein shall bedeemed or construed to authorize the withdrawal, expenditure or appropriation of funds of theDistrict except by check or draft signed by three (3) members of the Board of Directors, asotherwise provided by the resolutions, rules, regulations, policies, orders or proceedings of theBoard of Directors. Furthermore, the Board of Directors shall retain sole responsibility forestablishing and implementing, from time to time, the District’s investment rules, regulations andpolicies, and all investment transactions to be undertaken by the District’s investment officialspursuant to the rules, regulations, policies, guidelines and procedures set forth herein shall besubject to the further or more specific directions, instructions, orders, resolutions or actions ofthe Board of Directors.
Section 2.05. Conflicts of Interest. An investment officer of the District who has apersonal business relationship with a business organization offering to engage in an investmenttransaction with the District shall file a statement disclosing that personal business interest. An
Exhibit A — Page 31350,00125343.3
45
investment officer who is related within the second degree of affinity or consanguinity to anindividual seeking to sell an investment to the District shall file a statement disclosing thatrelationship. A statement required under this Subsection must be filed with the Texas EthicsCommission and the Board of Directors of the District. For purposes of this Section, aninvestment officer has a personal business relationship with a business organization if:
A. The investment officer owns 10% or more of the voting stock or shares ofthe business organization or owns $5,000 or more of the fair market value of the businessorganization;
B. Funds received by the investment officer from the business organizationexceed 10% of the investment officer’s gross income for the previous year; or
C. The investment officer has acquired from the business organization duringthe previous year investments with a book value of $2,500 or more for the personalaccount of the investment officer.
ARTICLE IIIINVESTMENT OF FUNDS
Section 3.01. Conditions to Investment of Funds. No investment of the District shall beauthorized unless (a) it conforms with this investment policy of the District, and (b) the seller ofthe investment has executed a certificate in favor of the District substantially in the form attachedhereto as Exhibit A.
Section 3.02. Authorized Investments. All investments of the District’s finds shall bemade in accordance with the following rules, regulations and policies:
A. Any moneys in any find of the District or in any find established by theBoard of Directors in connection with the authorization of the District’s bonds, including,but not limited to, proceeds from the sale of such bonds, which funds are not required forthe payment of obligations due or to become due immediately, shall be invested andreinvested, from time to time, only in the following:
1. obligations, including letters of credit, of the United States or itsagencies and instrumentalities;
2. direct obligations of the State of Texas or its agencies andinstrumentalities;
3. collateralized mortgage obligations directly issued by a federalagency or instrumentality of the United States, the underlying security for whichis guaranteed by an agency or instrumentality of the United States;
4. other obligations, the principal of or interest on which areunconditionally guaranteed or insured by, or backed by the full faith and credit ofthe State of Texas or the United States or their respective agencies andinstrumentalities, including obligations that are filly guaranteed or insured by the
Exhibit A~- Page 41350.00125343.3
46
Federal Deposit Insurance Corporation or by the explicit thu faith and credit ofthe United States;
5. obligations of states, agencies, counties, cities, and other politicalsubdivisions of any state rated as to investment quality by a nationally recognizedinvestment rating firm and having received a rating of not less than A or itsequivalent;
6. certificates of deposit and share certificates issued by a depositoryinstitution that has its main office or a branch office in the State of Texas that are:
a) guaranteed or insured by the Federal Deposit InsuranceCorporation, or its successor, or the National Credit Union ShareInsurance Fund or its successor;
b) secured by obligations that are described by Subdivisions(1 )-(4) of this subsection, including, mortgage backed securities directlyissued by a federal agency or instrumentality that have a market value ofnot less than the principal amount of the certificates, but excluding thosemortgage backed securities of the nature described by Section 3.02(B)hereof~ or -
c) secured in any other maimer and amount provided for bylaw for deposits of the District;
7. certificates of deposit where:
a) the thnds are invested by an investing entity through (i) abroker that has its main office or a branch office in the State of Texas andis selected from the list adopted by the District pursuant to Section 3.10 ofthis Investment Policy; or (ii) a depository institution that has its mainoffice or a branch office in the State of Texas and that is selected by theinvesting entity;
b) the broker or depository institution selected by theinvesting entity arranges for the deposit of finds in certificates of depositin one or more federally insured depository institutions, wherever located,for the account of the investing entity;
c) the fill amount of the principal and accrued interest of eachof the certificates of deposit is insured by the United States or aninstrumentality of the United States; and
d) the District appoints the depository institution selected bythe District under Subdivision (7)(a) of this subsection, an entity describedby Section 2257.041(d), Government Code, or a clearing broker-dealerregistered with the Securities and Exchange Commission and operatingpursuant to Securities and Exchange Commission Rule l5c3-3 (17 C.F.R.
Exhibit A — Page 51350.00125343.3
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Section 240.15c3-3) as custodian for the District with respect to thecertificates of deposit issued for the District’s account.
8. fully collateralized repurchase agreements which:
a) have a defined termination date;
b) are secured by a combination of cash and obligationsdescribed by Subdivision (1) of this subsection;
c) require the securities being purchased by the District orcash held by the District to be pledged to the District, held in the District’sname, and deposited at the time the investment is made with the District orwith a third party selected and approved by the District;
d) are placed through a primary government securities dealer,as defined by the Federal Reserve, or a financial institution doing businessin the State of Texas; and
e) subject to any other limitations or restrictions as set forth inthis Subsection 3.02(a)(7), below;
In this Subsection, “repurchase agreement” means a simultaneousagreement to buy, hold for a specified time, and sell back at a future dateobligations described by Subsection 3.02(a)(l), above, at a market value at thetime the funds are disbursed of not less than the principal amount of the fundsdisbursed. The term includes a direct security repurchase agreement and a reversesecurity repurchase agreement. Notwithstanding any other law, the term of anyreverse security repurchase agreement may not exceed ninety (90) days after thedate the reverse security repurchase agreement is delivered. Money received bythe District under the terms of a reverse security repurchase agreement shall beused to acquire additional authorized investments, but the term of the authorizedinvestments acquired must mature not later than the expiration date stated in thereverse security repurchase agreement.
9. prime domestic bankers’ acceptances, if it:
a) has a stated maturity of 270 days or fewer from the date ofits issuance;
b) will be, in accordance with its terms, liquidated in full atmaturity;
c) is eligible for collateral for borrowing from a FederalReserve Bank; and
d) is accepted by a bank organized and existing under the lawsof the United States or any state, if the short-term obligations of the bank,
Exhibit A — Page 61350.00125343.3
48
or of a bank holding company of which the bank is the largest subsidiary,are rated not less than A-i or P-i or an equivalent rating by at least onenationally recognized credit rating agency;
10. commercial paper with a stated maturity of 270 days or less fromthe date of its issuance that either:
a) is rated not less than A-i, P-i, or the equivalent by at leasttwo nationally recognized credit rating agencies; or
b) is rated at least A-I, P-i, or the equivalent by at least onenationally recognized credit rating agency and is fhlly secured by anirrevocable letter of credit issued by a bank organized and existing underthe laws of the United States or any state;
ii. any no-load money market mutual fund if it:
a) is registered with and regulated by the Securities andExchange Commission;
b) provides the District with a prospectus and otherinfbrmation required by the Securities and Exchange Act of 1934 or theInvestment Company Act of 1940;
c) has a dollar-weighted average stated matunty of 90 days orfewer; and
d) includes in its investment objectives the maintenance of astable net asset value of$1 for each share;
12. in addition to a no-load money market mutual fund permitted bySubdivision 10 of this Subsection, a no-load mutual fund is an authorizedinvestment if it:
a) is registered with the Securities and ExchangeCommission;
b) has an average weighted maturity of less than two years;
c) is invested exclusively in obligations approved by thisSubchapter;
d) is continuously rated as to investment quality by at leastone nationally recognized investment rating firm of not less than AAA orits equivalent; and
Exhibit A — Page 71350.00125343.3
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e) conforms to the requirements set forth in Sections2256.014(b) and (c) of the Act relating to the eligibility of investmentpools to receive and invest funds of the District;
13. an eligible investment pooi if:
a) the District, by order or resolution, authorizes investment inthe particular pool; and
b) the investment pool satisfies the requirements of Sections2256.016 and 2256.019 of the Act to be eligible to receive funds from andinvest funds on behalfof the District;
14. in such other investments as may be authorized by law from timeto time and otherwise eligible thr District investment pursuant to the Act.
B. The following are not authorized investments for the District:
1. obligations whose payment represents the coupon payments on theoutstanding principal balance of the underlying mortgage backed securitycollateral and pays no principal;
2. obligations whose payment represents the principal stream of cashflow from the underlying mortgage backed security collateral and bears nointerest;
3. collateralized mortgage obligations that have a stated final maturitydate of greater than 10 years; and
4. collateralized mortgage obligations the interest rate of which isdetermined by an index that adjusts opposite to the changes in a market index.
C. The following are authorized investments for collateral held to securedeposits of District funds pursuant to a Depository Pledge Agreement between theDistrict and one of its depository banks:
1. the investments described above in Section 3.02A of thisInvestment Policy;
2. asuretybond;
3. collateralized mortgage obligations as follows:
a) fixed-rate collateralized mortgage obligations that have anexpected weighted average life of ten (10) years or less and do notconstitute a high risk mortgage security as that term is defined by theTexas Public Funds Collateral Act, Chapter 2257, Texas GovernmentCode; or
Exhibit A — Page 81350.00125343.3
50
b) floating-rate collateralized mortgage obligations that do notconstitute a high-risk mortgage security as that term is defmed by theTexas Public Funds Collateral Act, Chapter 2257, Texas GovernmentCode; and
4. such other eligible security as may be authorized from time to timeby the Texas Public Funds Investment Act and the Texas Public Funds CollateralAct.
Section 3.03. Manner of Investment. Unless otherwise directed by the Board ofDirectors, the type, term, maturity and interest rate or rate of return on the investments made bythe District’s investment officials shall be determined in the sound discretion of such investmentofficials; provided, however, that:
A. the investments shall be made in accordance with the investment strategyfor each fund ofthe District as provided in Article IV;
B. the type, conditions and maturity date of such investments shall beconsistent with the cash flow needs and operating requirements of the District, asdetermined from time to time by the Board of Directors;
C. such investments provide protection of the principal of such investmentsand provide liquidity consistent with the cash flow needs and operating requirements ofthe District, as determined from time to time by the Board of Directors; and
D. such investments shall only be made with or through such banking orfmancial institutions as the District’s investment officer shall determine to be eligible andappropriate institutions therefor.
Section 3.04. Pledged Securities. Securities pledged to the District shall be depositedand held in safekeeping at the trust or safekeeping department of a commercial bankinginstitution located in the State of Texas, and the District’s bookkeeper or accountant shall requestfrom such banks or savings and loan associations pledging such securities a written schedule ofsuch pledged securities containing an estimate of the market value thereot~ and shall requestsafekeeping receipts from all institutions holding pledged securities on behalf of the District, andcopies of all such schedules and receipts shall be kept readily available for review by the Boardof Directors.
Section 3.05. Transfer of Funds. Any transfer of invested District funds, other than forthe District’s own account, or as authorized by separate order or resolution of the Board ofDirectors, shall be by check or draft signed by three (3) members of the Board of Directors.
Section 3.06. Maximum Stated Maturity. No investment by the District shall have amaximum stated maturity in excess of three (3) years.
Section 3.07. Maximum Dollar Weighted Maturity. No investment by the District in apooled fund group shall have a maximum dollar-weighted maturity in excess of 180 days, basedon the stated maturity of the portfolio.
Exhibit A — Page 91350.00125343.3
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Section 3.08. Bids for Certificates of Deposit. Bids for certificates of deposit may besolicited orally, in writing, electronically, or in any combination of these methods.
Section 3.09. Settlement of Transactions. Settlement of all transactions, exceptinvestment pool fUnds and mutual fUnds, shall be on a delivery versus payment basis.
Section 3.10. Authorized Brokers. In accordance with Section 49.156 of the WaterCode, the District has by separate instrument adopted a Resolution Designating Depositories andEstablishing Investment Accounts for Deposit of District Funds. In compliance with Section2256.025 of the Act, the financial institutions designated in said Resolution shall be authorizedbrokers for purposes of this Investment Policy. The District shall annually review and revisesuch Resolution.
Section 3.11. Methods and Procedures to Monitor Market Price and Rating Changes. Inaccordance with Section 2256.005 (b)(4)(D) and (F), the (a) methods to monitor the market priceof investments acquired with public fUnds and (b) procedures to monitor rating changes ininvestments acquired with public funds and the liquidation of such investments are attachedhereto as Exhibit B and incorporated herein as a part ofthis Investment Policy.
ARTICLE FlINVESTMENT STRATEGY
Section 4.01. Investment Strategy. The Board recognizes that, within the framework ofthe above rules, decisions must be made conceming the type and duration of each investmenttransaction, and that such decisions are best made by the person responsible for implementingthe transaction, based upon the facts and circumstances prevailing at the time. As a guide tomake such decisions, it is hereby declared the policy of the Board of Directors that priorityshould be given to proper security of the District’s fUnds over maximizing the yield oninvestments in accordance with the standard of care an investment strategy for each fUnd of theDistrict. Furthermore, in cases where the rate of return on an investment security offered bycompeting banking institutions are substantially equivalent, the District’s investment officialsshall give preference to those investments and investment institutions offering the greatest degreeof administrative convenience and proximity, flexibility of investment arrangements and/orsimilar intangible benefits and community goodwill.
Section 4.02. Standard of Care. Investments in the Operating Fund, Construction Fund,Debt Service Fund and Tax Fund of the District shall be made with judgment and care, underprevailing circumstances, that a person of prudence, discretion, and intelligence would exercisein the management of the person’s own affairs, not for speculation, but for investment,considering the probable safety of capital and the probable income to be derived. Investment offunds shall be govemed by the following investment objectives, in order of priority:
A. preservation and safety of principal;
B. liquidity; and
C. yield.
Exhibit A — Page 101350.00125343.3
52
Section 4.03. Investment Strategy-Operating Fund. The investment objectives for fundsin the Operating Fund are first for the investment officer to understand the suitability of theinvestment to the financial requirements of the District; and thereafter, the following objectivesin order of priority:
A. preservation and safety of principal;
B. liquidity consistent with the cash needs of the District;
C. marketability of the investment if the need arises to liquidate theinvestment before maturity;
D. diversification of the investment portfolio; and
E. yield.
Section 4.04. Investment Strategy-Construction Fund. The investment objectives forfunds in the Construction Fund are first for the investment officer to understand the suitability ofthe investment to the financial requirements of the District; and thereafter, the followingobjectives in order of priority:
A. preservation and safety of principal;
B. liquidity consistent with the cash needs of the District;
C. marketability of the investment if the need arises to liquidate theinvestment before maturity;
D. diversification ofthe investment portfolio; and
B. yield.
Section 4.05. Investment Strategy-Debt Service Fund. The investment objectives forfUnds in the Debt Service Fund are first for the investment officer to understand the suitability ofthe investment to the financial requirements of the District; and thereafter, the followingobjectives in order of priority:
A. preservation and safety of principal;
B. liquidity consistent with the cash needs of the District;
C. marketability of the investment if the need arises to liquidate theinvestment before maturity;
D. diversification of the investment portfolio; and
B. yield.
Exhibit A — Page 111350.00125343.3
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Section 4.06. Investment Strategy-Tax Fund. The investment objectives for finds in theTax Fund are first for the investment officer to understand the suitability of the investment to thefinancial requirements of the District; and thereafter, the following objectives in order of priority:
A. preservation and safety of principal;
B. liquidity consistent with the cash needs of the District;
C. marketability of the investment if the need arises to liquidate theinvestment before maturity;
D. diversification of the investment portfolio; and
E. yield.
ARTICLE VANNUAL REVIEW
Section 5.01. Review. The Board of Directors shall review its investment policy andinvestment strategies not less than annually. Further, the Board of Directors shall adopt a writtenorder or resolution stating that it has reviewed the investment policy and investment strategies ofthe District and such order or resolution shall record any changes made to either the investmentpolicy or investment strategies.
Section 5.02. Amendment. At any time the Board of Directors of the District mayamend or otherwise modifS’ its investment policy and/or its investment strategy consistent withthe needs and circumstances of the District and in compliance with any applicable laws orregulations.
Section 5.03. Existing Investments. Notwithstanding the adoption of this policy or anyamendment thereto, the District is not required to liquidate investments that were authorizedinvestments at the time of purchase.
Passed, ordered and approved, this 15th day of January, 2013.
Exhibit A— Page 121350.OOI\25343.3
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EXHIBIT A
CERTIFICATE OF ORGANIZATION OFFERiNG TOENGAGE IN AN INVESTMENT TRANSACTION
The Undersigned hereby acknowledges and certifies to as follows:
I. Undersigned is a qualified representative of ________________________, abusiness organization (the ‘Organization”), offering to engage in an investment transaction withDENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B (the “District”).
2. The Organization has received and reviewed the investment policy of the District.
3. The Organization has implemented reasonable procedures and controls in aneffort to preclude investment transactions conducted between the District and the Organizationthat are not authorized by the District’s investment policy, except to the extent that thisauthorization is dependent on an analysis of the makeup of the District’s entire portfolio orrequires an interpretation of subjective investment standards.
Acknowledged this the _______ day of , 20_.
Title:_________________________________________
Name:________________________________________
Exhibit A to Exhibit A — Page 11350.00125343.3
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EXHIBIT B
MONITORING MARKET PRICE AND RATING CHANGES
The District’s investment officer will monitor the market price and ratings, as may beapplicable, of the District’s investments at least quarterly and such information shall be includedon each investment report.
The following methods of monitoring market price of investments shall be utilized:
1. Certificates of deposit may be valued at their face value plus any accrued butunpaid interest.
2. Shares in money market Rinds and investment poois may be valued at the currentshare price.
3. Other investment securities may be valued in any of the following ways, at thediscretion of the booklceeper:
a. the lower of two (2) bids for such investment securities from securitiesdealers;
b. the average of the bid and asked prices for such investment securities aspublished in The Wall Street Journal or The New York Times;
c. the bid price published by a nationally recognized pricing service; or
d. such other method as may be approved by the Board.
Should the quarterly review of the ratings of District investments reveal that any ratedinvestment fails to meet the minimum rating required under the Act (or a higher rating as may berequired under this Investment Policy), then the investment officer shall notify the District andtalce all prudent measures to liquidate such investment consistent with this Investment Policy andthe provisions of Section 2256.021 of the Act.
(Exhibit B— Page 1
1350.00125343.3
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RESOLUTION DESIGNATING DEPOSITORIES AND ESTABLISHING INVESTMENTACCOUNTS FOR DEPOSIT OF DISTRICT FUNDS
WHEREAS, Denton County Fresh Water Supply District No. 1-B (the ‘District”) is apolitical subdivision of the State of Texas created pursuant to Article XVI, Section 59, TexasConstitution, and operating under the provisions of Chapters 49, 5t and Chapter 53, Texas WaterCode, as amended; and
WHEREAS, Texas Water Code §49.156 requires that the Board of Directors (the‘Board”) of the District designate one or more banks or savings associations within the State ofTexas to serve as depositories for the fbnds ofthe District.
NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF DIRECTORS OFDENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1—B:
1. That the recitals contained herein above are found to be true and correct.
2. That the District hereby adopts the list of financial institutions attached hereto asExhibit A, to serve as depositories for the fUnds of the District.
3. That this Order shall be effective immediately upon its adoption.
PASSED AND APPROVED this 15th day of January, 2013.
Jason Bahamundi, Secretary Guy Hanis, President
[DISTRICT SEAL]
1350.OO1\25344.3
57
EXHIBIT “A”
Amegy Bank NAAmerican Bank of TexasBank of Texas, N.A.Bank of the OzarksBBVA Compass BankBranch Banking & Trust Company (BB&T)Central BankCollin BankComerica BankFirst State Bank of Mineral WellsFrost BankGreen BankIndependent BankLegacy Texas BankPlainsCapital BankSterling BankTexPoolTexSTARThe Bank ofNew York Mellon Trust Company, N.A.Wells Fargo Bank, N.A.
Exhibit A1350.OOI\25344.3
58
/~\ (J~\B~in W 91mw PhD C/wv man —
Caries Rubinstein Co,nm,ssionei (~ 1Toby Baker Comnussione, — — —
Zak Cover. Executive Director
TEXAs CoMMIsSIoN ON ENVIRONMENTAL QuALITYProtecting Texas by Reducing and Preventing Pollution
December ig, 2012
To: Retail Public Utilities
Re: Regulatory Assessments
Dear Retail Public Utilities:
The Regulatory Assessment Fees (fees) collected during the calendar year of 2011 are due andmust be remitted to the Texas Commission on Environmental Quality (TCEQ) by January 30,2013. For your information, we have enclosed a copy of the TCEQ Regulatory Guidancedocument titled “Regulatory Assessments Collected by Retail Public Utilities”.
To ensure your account is properly credited, please complete the top and bottom portions of theenclosed Revenue and RegulatoryAssessment Report (Report) and return it along with yourpayment in the envelope provided. The Report must be signed and the preparer’s name must beprinted in the space provided. Also, please include a phone number where questions about yourReport can be directed. We encourage you to make a copy of the completed Report for yourrecords. Please remit payment by mail to:
Texas Commission on Environmental QualityP. 0. Box 13089
Austin, Texas 78711-3089
If you provide both water and sewer service, you may receive only one Report. The Report willbe printed with your water Certificate of Convenience and Necessity (CCN) number or yourRegistration number as the “Account No.” You may use this Report to report fees you collectedfor both water and sewer services. Please remit one payment for the total fees collected.
This fee can be paid online by using either a credit card (MasterCard, Visa, American Express)or by electronic funds transfer (ACH). Any payment over $i,ooo must be paid byACH.Enclosed also is a copy of a TCEQ’s ePay guidance for your information.
Thank you for your cooperation in collecting these fees as required by state law [Vernon’s TexasCode Annotated, Water, Section 5.701(n)(1-7)]. If you have any questions, please contact Ms.Tuyet Truong at 512/239-6190; by email at [email protected]; or, if bycorrespondence at the following address:
Utilities & Districts Section, MC-153Texas Commission on Environmental Quality
P.O. Box 13087Austin, Texas 78711-3087
Sincerely,
Tammy Benter, ManagerUtilities & District Section
TB/fl/mmgP.O. Box 13087 Austin, Texas 78733-3087 512-239-1000’tceq.texas.gov
How is our customer sen’ice? tceq.texas,govcustomersurvey
59
fl TCEQ ePayment Guidance for the~ WATER UTILITY REGULATORYASSESSMENT
~Water Supply Division
TCEQ December 2012
To pay the assessment online using a credit card or bank transfer, follow these steps;
1. Using a computer that is connected to the Internet, open a web browser. In thelocation box of the web browser (or select from the menu bar “File, Open”) type inthis address:
http://www.tceg.texas.gov/goto/eppy
2. At the TCEQ ePay website, enter your name and email address and click OK.
3. Select the Water link under Option 3: View List of Fees by Media.
4. Select a fee to pay: Water Utilities/Self Report Self Pay/WATER UTILITYREGULATORY ASSESSMENT link.
~. Fill out the form describing your account. State Franchise Tax ID is helpful butnot required. Customer information is required, and is the same as found on the topof the Revenue & Regulatory Assessment Report. Program Area ID is your CCN /Account Number from your Revenue & Regulatory Assessment Report. When this isdone, click OK.
6. Review your shopping cart and click Check Out.
7. Enter your Payment Contact Information and click OK. You can select to pay bycredit card (Master Card, Visa, American Express) or by ACH bank transfer. Creditcard purchases are limited to amounts up to $i,ooo.
8. Review your transaction and click Make Payment button to pay for your items.
9. You will see a Payment Process page. You need to complete the Customer BillingInformation and Credit Card or ACH Information. Click Continue to proceed to thenext page.
10. Review the transaction and enter the verification code. Click Make Payment topay for the transaction.
ii. You will be returned to the TCEQ ePay receipt page. Click on the hyperlinkshown on the summary to display and print your voucher. You will also receive anemail containing the same information.
12. Mail the voucher and the Revenue & Regulatory Assessment Report in theenclosed window envelope.
60
Notice of Collection Cost RecoverySince Sept. 1,2010, the TCEQ assesses a collection cost recovery charge of upto 30% toaccounts referred to TCEQ’s collection agency. This change only applies to delinquentaccounts referred for collection after 90 days of nonpayment.
For further information, see the TCEQ website at 4ceq.texas.gov/agencyfcosts...recovery.html>
Delinquent Fees and Penalties
Affect Processing Applicalions
Effective Sept. 1, 2012, the TCEQ redefined delinquent accounts to include those entitiesor people* who owe at least $25 in delinquent penalties or fees. The previous threshold fordelinquency was $200. This new $25 threshold is the same amount used by the TCEQ toplace an entity on Warrant Hold with the Comptroller of Public Accounts.
The new delinquent protocol applies to all fees and applications submitted via ePermits,The information will be updated daily across all systems, and once you make a payment inePermits, you will be able to complete your permit or application.
We will not declare any application administratively complete that is submittedby a person or entity who is delinquent on a fee or penalty until the fee/penalty is paid,or if on an approved installment plan, that payments under the plan are current.
We will withhold final action on an application if we discover after the applicationis considered administratively complete that the owner or entity who submitted theapplication is delinquent on a fee or penalty until the fee/penalty is paid and theaccount is current.
For further information on the Delinquent Fee and Penalty Protocol, see the TCEQwebsite at: ctceq.texas.gov/goto/delin-protocob.
The decision to stop an application is based on whether there are delinquent fees or penaltiesassociated with a person or entity~s Customer Number (CN), not just that particular regulated entityThis also includes delinquent fees/penalties across media — for example a delinquent air fee wouldhold up the processing of a water permit.
Pay Online
That’s right! You may pay this fee by credit card or ACH (electronic check). Please go to thefollowing Web address and pay online today.
You will need your TCEQ account name and number to identify the fee you wish to pay online,so please have your billing statement in hand.
I-low is our customer service? tceo.texas.aov/customersurvey
TCEQ
tceq.texas.gov/epay
C) printed on recycled paper 9ev 8/12
61
fl TCEQ REGULATORY GUIDANCEW Water Supply DMsion
_______ RG-199 (Revised)~ October 2002
Regulatory AssessmentsCollected by Retail Public Utilities
Retail public utilities and their customers often havequestions about an item called “regulatory assessment”that is included in their water or wastewater bills.
What is the “regulatoty assessment”?The regulatory assessment is a fee collected from retail
customers by water and wastewater utilities regulated bythe Texas Commission on Environmental Quality(TCEQ). It was first authorized in 1993 in response to aState Comptroller’s report that recommended a higherlevel of user charges be used to finance state programs.
Investor-owned utilities, water districts, water supplycorporations, and certain counties are required to cbllectthe assessment from retail customers and send the amountcollected to the TCEQ. The amount collected depends onthe type of regulated retail public utility, as follows:
The fee for customers of: Is: Calculate It as:
Investor-owned utilities 1.0% 0.01 x receipts
Water districts 1/2% 0.005 x receipts
Water supply corporations 1/2% 0.005 x receipts
Counties within 50 miles atthe U.S.-Mexico border 1.0% 0.01 x receipts
Which utility customers are exemptfrom this fee?
The regulatory assessment is not to be collected fromstate agencies, wholesale customers, or buyers ofnonpotable (not drinkable) wateL
Which customers must pay this feeto the utility?
All retail customers must pay this fee. Because this feeis not a tax, tax-exempt institutions also must pay theregulatory assessment. School districts and similarinstitutions are not considered to be state agencies and soare subject to the regulatory assessment.
How Is the regulatory assessmentapplIed on bills?
The assessment is to be applied to customer charges forwater and sewer service, but not to penalty and interestcharges, tap fees, impact fees, or other fees that appear oncustomer bills. The assessment may be included on theretail customer’s bill as a separate line item.
When is the amount collectedpayable to the TCEQ?
The amount collected during the calendar year must besent to the TCEQ by January 30. Submit these paymentsalong with the preprinted form sent to the utility by theTCEQ during December. Payments received after January
are subject to penalties and, if received after March 30,are also subject to interest.
What is the regulatory assessmentused for?
As required by law, these fees are used to pay the costsand expenses incurred by the TCEQ in the regulation ofthese retail public utilities.
Also as required bylaw, a portion of these fees is usedto provide on-site technical assistance and education tothese retail public utilities.
If you have questions regarding the regulatoryassessment, please contact: -
Regulatory Assessment CoordinatorUtilities & Districts Section MC 153TCEQP0 Box 13087Austin TX 7871 1-3087
Phone: 512/239-4691Fax: 512/239-6190
Texas Commission on Environmental Quality~ P0 Box 13087 • Austin. Texas • 78711-3087TheT~Onan equa oppo~nabon,I _________________________
sttza in a,~ance yAm the Mwican, t’abi D~nNite. Ad, tts docznntmay benoqueslad in ~emafuafl by ~aning th~ ICEG at512s239.0023. 6x23G.4488. orl400.RaAV.Tx riVaL orbywithgPo B<~ 13057. Aos~n. tens 78711.Wt M*,u*a~on fcnse ~ rsprnthadzcn of ersy~ nmteni ~ntsb,ed in ths pob~csboa not obsined fitmothor .ow~, is frt,~ wfld lb.Cwnis~onvo~Id sppmdnta sdan~4edrranL
plffledonrecydedpape
62
TEXAS COMMISSION ON ENVIRONMENTAL QUALITYRevenue and Regulatory Assessment Report
For DISTRICT or For WATER SUPPLY/SEWER SERVICE CORPORATION
UTILITY: DENTON COUNTY FWSD 1-B ACCOUNT: P1225
Revenue and Regulatory Assessment Report for the Calendar Year 2012
1. Enter total revenues from retail water and sewer service in year 2012 1.
2. Enter amount collected OR multiply item 1 by 0.005 2.
3. Late payment penalty: 3.5% - It paid after January 30th and before March 1st - multiply line 2 by 0.0510% - It paid after March 1st - multiply line 2 by 0.10
4. Late payment interest, 1% per month if paid after March 31st: 4.a. Multiply line 2 by 0.01 = monthly interest due, thenb. Multiply monthly interest due by the number of months payment is made afterMarch31, rounded to the nearest month.
5. Amount due and payable (Add lines 2, 3, and 4). 5.
Please note if the utility was inactive for more than a month during the year or experienced other circumstanceswhich affected revenues (attach an additional page it necessary):
I declare that the above information is true and correct to the best of my knowledge and belief.
Signature Date _____ / _____ / _____
Preparer’s name(Please Print)
Phone number ________
vi~~ Form WC04C4 / TCEO-20098
Calendar Year 2012
REVENUE & REGULATORY ASSESSMENT REPORTFor DISTRICT or For WATER SUPPLY/SEWER SERVICE CORPORATION
PLEASE RETURN ENTIRE ORIGINAL FORMWITH CHECK OR MONEY ORDER PAYABLE TO:
TEXAS COMMISSION ONENVIRONMENTAL QUALITY
I ~~DENTON COUNTY FWSD 1-B2540 KING ARTHUR BLVD STE 220LEWISVILLE, TX 75056-5833
n
AMOUNT ENCLOSED ACCOUNT NO.
P1225
O CHECK HERE IF YOUR ADDRESS OR YOUR PHONE NUMBERHAVE CHANGED. PLEASE INDICATE ADDRESS OR PHONENUMBER CHANGE ON BACK.
PAYMENTS NOT RECEIVED BY JANUARY 30,WILL RECEIVE A NOTICE OF VIOLATION
0000061225 1533242 00000000000130131
63
PAYMENT IN FORMATION
I Please return ENTIRE ORIGINAL FORM with your payment in the enclosed envelope. IYour check, certified check, or money order should be made payable to Texas Commission on EnvironmentalQuality. Please include your account number on your check to ensure that payment is properly credited.
If you have questions regarding the regulatory assessment or desire assistance in completing the Revenue &Regulatory Assessment Report, please contact our Regulatory Assessment Coordinator at 512/239-4691.
When submitting assessment payments to the Commission, please note the following:
1. The regulatory assessment applies to charges for water and sewer service only. The fee should not beassessed against surcharges, tap fees, reconnect fees, late fees, or return check charges.
2. Address changes should be submitted on this form, or in writing during the year as changes occur.
3. REPORT EACH UTILITY ON SEPARATE REPORT APPLICABLE TO THAT UTILITY.
ADDRESS
CITY
STATE
ZIP CODE
PHONE
NO.
RETURN ORIGINAL FORM TO COMMISSION *~* RETAIN COPY FOR YOUR FILES
TCEO VPP Form WCO4C (Rev. 08-16-02)
TEXAS COMMISSION ON( ENVIRONMENTAL QUALITY
P0 BOX 13089AUSTIN TX 78711-3089
I~~
64
SVLO LEGAL FEESFY 2012/2013
Developer Operatin2 A~r.General . . . . . . TotalLitigation Litigation
October 2012 $5,763.35 $3,259.15 $1,158.30 $10,1 80.80
November 2012 375.50 837.25 491.40 1,704.15
December2012 3,594.10 421.20 947.70 4,963.00
January 2013
February 2013
March 2013
April 2013
May 2013
June 2013
July 2013
August 2013
September 2013
$9,732.95 $4,517.60 $2,597.40 $16,847.95
1350.OO1’20199.4
65
SKLAwSanford I Kuhi I Hagan I Kugle I Parker Kahn LLP
1980 POST OAK BOULEVARD
SUITE 1380
HOUSTON, TEXAS 77056
(713) 850-9000JULIANNE B. KUGLE [email protected]
FAX: (713) 850-1330
www.sk(aw. us
January 15, 2013
Board of DirectorsDenton County Fresh Water
Supply District No. 1-B
Re; Legal Fee Agreement
Ladies and Gentlemen:
You have requested that our law firm perform certain legal services incident to the
r operation of Denton County Fresh Water Supply District No. 1-B (the “District”). This letterwill serve to set forth the basis of compensation for these services.
1. General Legal Representation. Our law firm will provide all general legalrepresentation required by the District. Based on our knowledge of the needs of a fresh watersupply district, we foresee that such general legal representation would include, but not belimited to, the following:
(1) Attending Board of Directors meetings (can also attend via videoconference);
(2) Preparation of minutes and agendas;
(3) Conducting recurring annual business of the District, includingcompliance with all supervisory requirements of the Texas Commission onEnvironmental Quality, ad valorem tax collection procedures, election and qualificationof directors, and compliance with requirements of other regulatory agencies;
(4) Preparation and review of contracts for the District, including jointfacilities contracts, utility contracts, construction contracts, financing agreements, leaseagreements and contracts with District consultants;
(5) Negotiating with landowners, other districts and governmentalentities on matters relating to the District;
66
January 15, 2013Page2
(6) Working on additions of land to the District and matters related thereto;
(7) Assisting the District in obtaining State and Federal grants for assistancein the construction of utility and road facilities; and
(8) All other matters of general legal representation requested by the District.
For the services outlined above (including any such services heretofore perfbrmed by uswhich are subsequently approved by the Board) our fees will be determined by the timeconsumed in providing the service and the level of experience of the attorney performing theservice. Our cui~ent rate structure is attached hereto.
B. Issuance of Bonds. If needed, we will assist the District’s engineer in thepreparation of each bond application, and, if necessary, undertake to secure its approval by theTexas Commission on Environmental Quality. We will prepare and secure approval of atranscript of legal proceedings which complies with all requirements of the Attomey General ofTexas. All matters incident to the receipt and tabulation of bids thr the purchase of the District’sbonds, the preparation of a bond order or bond resolution, the printing and registration of thebonds, and the delivery of the bonds will be the responsibility of our law firm under this
( Paragraph. At the time of the issuance of the bonds, our law firm will issue its opinion, on behalfof the District, that the bonds are binding legal obligations of the District enforceable inaccordance with theft terms and conditions, and that the interest borne by the bonds is exemptfrom Federal income taxation. Our fee for the services outlined in this paragraph will be equal to3% of the first $3,000,000 principal amount of bonds issued; and 2V2% thereafter. We willcharge 1.1% of the principal amount of any reflinding bonds or bond anticipation notes(“BANS”); but no less than $30,000 for any single issue of reffinding bonds or BANS.
C. Manner of Payment. For the services outlined in Paragraph 1, we will bill you ona monthly basis for all hours expended by our law firm and for all out-of-pocket expenses. Suchfees and expenses shall be paid monthly. For the services outlined in Paragraph 2, we will bepaid from the proceeds of the sale ofbonds.
D. Termination. This agreement shall be terminable by either party upon fourteen(14) days written notice to the other. All fees earned prior to termination shall be paid upontermination of this agreement.
(Legal Fee Agrcement
67
January 15, 2013Page 3
If this proposal meets with your approval, please return an executed copy to me. We lookforward to working with your District.
Yours truly,
SANFORD KUHL HAGAN KuGLE PAIUER KAHN LLP
By: ____________________
Julianne B. Kugle, Partner
APPROVED, ACCEPTED AND AGREED AS OF JANUARY 15, 2013:
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B
By: ______________________
President, Board of Directors
ATTEST:
Secretary, Board of Directors
Legal Fee A~eement
68
CURRENT RATE STRUCTURE
Partners
Julianne B. Kugle - $350 per hourJoshua 3. Kahn - $275 per hour
Associates
Ryan B. LaRue - $195 per hour
Legal Assistants
MaryDrews - $l50perhour
Legal Fee Agreement
69
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. I-A BOARD MEETING
REGULAR SESSION: JANUARY 15, 2013 AT 11:00 A.M.
14925 LANDMARK BOULEVARDDALLAS, TEXAS 75254
I. Call to Order.2. Public communications and comments.3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be self-explanatory bythe Board and will be enacted with one motion. There will be no separate discussion of these items unless a BoardMember requests an item be removed.
4. Adopt Minutes of the December 11,2012 Board meeting.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;B. Monthly Water and Sewer Reports for DCF WSD No. I-A through DCFWSD No. I-H;C. Monthly Tax Collection Reports for all applicable Districts;D. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report;
6. Task List Items; and7. Approval of Construction Pay Applications, Change Orders, and Construction Award Recommendation to
include review and approval of bid tabulation and award of a construction contract for the Golf Villas project.
ITEMS FOR INDIViDUAL CONSIDERAT1ON~S. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no needed changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorizing the General Manager to execute an engagementagreement with LandDesign, Inc.;
II. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign, Inc.for conducting business outside the boundaries of the District;
12. Update on status of proposed Lewisville Castle Hills Public Improvement District No.2 Series 2013 refundingbond issuance and authorize execution of a General and No Litigation Certificate and any related items inconnection with the sale and issuance of such bonds;
13. Consider and approve emergency engagement of IDS Engineering Group as consulting engineer for any andall necessary services relating to repairs caused by the December2012 pump failure;
14. Consider and approve emergency engagement of Mcla Contracting for any and all necessary services relatingto repairs caused by the December 2012 pump failure;
15. Review and ratify emergency expenditures or contracts necessitated by the December 2012 pump failure.including amounts expended from District reserves or reserve amounts held on behalf of other Districts;
16. Review matters relating to pending or threatened litigation, including, but not limited to, the settlementagreement between Champion and Denton County Fresh Water Supply District No. 1-0 and pending litigationbetween the District and Denton County Fresh Water Supply District No. 1-B regarding terms and paymentsunder the Operating Agreement and, if deemed necessary, adjourn to Executive Session to discuss same andconsult with attorneys on such matters;
17. Reopen meeting, if necessary, and take any required formal action in connection with such litigation, includingapproval of a settlement agreement or term sheets with Denton County Fresh Water Supply District No. I-Bfor litigation regarding the Operating Agreement;
18. Review and consider items to add to the next Board agenda; and19. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter D, Chapter 551, Texas Government Code Annotated, the Texas Open Meetings act, on any matler that may come beforethe Board. No action, decision, or vote on any subject or matter may be taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013.DENTON COUNTY FRESH WATER SUPPLYDISTRICT NO. -A
Liiffan fç/, General t4i3Ager[DISTRICT SEAL] L~Knton Coubty Fresh Wqj~f Supply District No. I-A
70
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. I-C BOARD MEETING
REGULAR SESSION: JANUARY 15,2013 AT 10:30 A.M.
1492$ LANDMARK BOULEVARDDALLAS, TEXAS 75254
1. Call to Order.2. Public communications and comments;3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be self-explanatory by the Board and will be enacted with one motion. There will be no separate discussion of theseitems unless a Board Member requests an item be removed.
4. Adopt Minutes of the October 16, 2012 Board meeting.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;B. Monthly Water and Sewer Reports;C. Monthly Tax Collection Report;D. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report;
6. Task List Items; and7. Approval of Construction Pay Applications, Change Orders, and Construction Award Recommendation to
include review and approval of bid tabulation and award of a construction contract for the Golf Villasproject.
ITEMS FOR INDIVIDUAL CONSIDERATION:8. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no needed changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorizing the General Manager to execute anengagement agreement with LandDesigm Inc.;
II. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign,Inc. for conducting business outside the boundaries of the Disuict;
12. Review and approve Golf Course Villas final plat and rati& execution;13. Review matters relating to pending or threatened litigation and, if deemed necessary, adjourn to Executive
Session to discuss same, and consult with attorneys on such matters;14. Reopen meeting, if necessary, and take any required formal action in connection with such litigation;15. Review and consider items to add to the next Board agenda; and16. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter 0, Chapter 551,Texas Government Code Annotated, the Texas Open Meetings ad, on any matter that may come beforethe Board. No action, decision, or vote on any subject or matter may be taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013.DENTON COUNTY FRESH WATER SUPPLYDISTRICT NO. I-C
Li tanderfer, GeneraJ~v1anager[DISTRICT SEAL] Denton County Fresh Water Supply District I-A
(
71
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-D BOARD MEETING
REGULAR SESSION: JANUARY 15, 2013 AT 1:00 P.M.
14925 LANDMARK BOULEVARDDALLAS, TEXAS 75254
I. Call to Order.2. Public communications and comments.3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be self-explanatory by the Board and will be enacted with one motion. There will be no separate discussion of theseitems unless a Board Member requests an item be removed.
4. Adopt Minutes of the October 16 and November 5, 2012 Board meetings.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;B. Monthly Water and Sewer Reports;C. Monthly Tax Collection Report; andD. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report.
6. Task List Items; and7. Approval of Construction Award Recommendations, Construction Pay Applications, Project Payment
Requisitions, and Change Orders, if applicable.
ITEMS FOR INDIVIDUAL CONSIDERATION:8. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no needed changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorization for the General Manager to execute anengagement agreement with LandDesign, Inc.;
II. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign,Inc. for conducting business outside the boundaries of the District;
12. Review and approval of an Order Approving Preliminary Official Statement and Bond Ordinance of theCity of Lewisville, Texas, Combination Contract Revenue and Special Assessment Refunding Bonds,Series 2013 (Lewisville Castle Hills Public Improvement District No.2 Project) and authorize executionof General and No-Litigation Certificate and related items in connection with the sale and issuance ofsuch refunding bonds;
13. Review and consider the approval of a Financial Management Policy;14. Review and consider options with regard to spending discretionary funds for sidewalk extensions and take
any necessary action on same;15. Review and consider money saving options regarding Director Pay and Expenses, including but not
limited to eliminating Director pay for the Board and take any necessary action on same;16. Review and consider the creation of an Emergency Service District, Library District, or other possible
Development District;17. Discuss and review changing the regular meeting location;18. Discuss and review TXU Business Personal Property for the Denton County Tax Assessor Collector and
take any and all action necessary;19. Review matters relating to pending or threatened litigation and, if deemed necessary, adjourn to Executive
Session to discuss same, and consult with attorneys on such matters;20. Reopen meeting, if necessary, and take any required formal action in connection with such litigation;21. Review and consider items to add to the next Board agenda; and22. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter D, Chapter 551, Texas Government Code Annotated, the Texas Open Meetings act, on any matter that may come beforethe Board. No action, decision, or vote on any subject or matter may be taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013.DENTON COUNTY FRESH WATER SUPPLYDISTRICT NO. l-D
Li~44andeØ’er, General~(anager[DISTRICT SEAL] DMton Cdunty Fresh )~ater Supply District No. 1-A
72
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTR.lCF NO. I-E BOARD MEETING
REGULAR SESSION: JANUARY 18, 2013 AT 11:30 A.M.
2540 KING ARTHUR BLVD., SUITE 220LEWISVILLE, TEXAS 75056
1. Call to Order.2. Public communications and comments.3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be self-explanatory by the Board and will be enacted with one motion. There will be no separate discussion of theseitems unless a Board Member requests an item be removed.
4. Adopt Minutes of the September 20, 2012 Board meeting.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;B. Monthly Water and Sewer Reports;C. Monthly Tax Collection Report; andD. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report.
6. Task List Items; and7. Approval of Construction Award Recommendations, Construction Pay Applications, Project Payment
Requisitions, and Change Orders, if applicable.
ITEMS FOR INDIVIDUAL CONSIDERATION:8. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no needed changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorizing the General Manager to execute anengagement agreement with LandDesign, Inc.;
II. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign,Inc. for conducting business outside the boundaries of the District;
12. Review matters relating to pending or threatened litigation and, if deemed necessary, adjoum to ExecutiveSession to discuss same, and consult with attomeys on such matters;
13. Reopen meeting, if necessary, and take any required formal action in connection with such litigation;14. Review and consider items to add to the next Board agenda; and15. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter D, Chapter 551, Texas Govemment Code Annotated, the Texas Open Meetings act, on any matter that may come beforethe Board. No action, decision, or vote on any subject or matter may be taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013DENTON COUNTY FRESH WATER SUPPLYDISTRICT NO. l-E
Li~iat~e/fer, General ~j~nager[DISTRICT SEAL] ~nton C9unty Fresh W4ter Supply District 1-A
73
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-F BOARD MEETING
REGULAR SESSION: JANUARY 16, 2013 AT 12:30 P.M.
14925 LANDMARK BOULEVARDDALLAS, TEXAS 75254
1. Call to Order2. Public communications and comments.3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be selfexplanatory by the Board and will be enacted with one motion. There will be no separate discussion of theseitems unless a Board Member requests an item be removed.
4. Adopt Minutes of the September 19, 2012 Board meetings.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;B. Monthly Water and Sewer Reports;C. Monthly Tax Collection Report; andD. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report.
6. Task List Items.7. Approval of Construction Award Recommendations, Constmction Pay Applications, Project Payment
Requisitions, and Change Orders, if applicable.
ITEMS FOR INDIVIDUAL CONSIDERATION:8. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no nccded changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorizing the General Manager to execute anengagement agreement with LandDesign, Inc.;
11. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign,Inc. for conducting business outside the boundaries of the District;
12. Review matters relating to pending or threatened litigation and, if deemed necessary, adjourn to ExecutiveSession to discuss same, and consult with attorneys on such matters;
13. Reopen meeting, if necessary, and take any required formal action in connection with such litigation;14. Review and consider items to add to the next Board agenda; and15. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter D, Chapter 551, Texas Government Code Annotated, the Texas Open Meetings Act, on any matter that may come beforethe Board. No action, decision or vole on any subject or mailer may be taken unless specifically listed on this agenda.
EXECUTED this the 10th dny of January, 2013.DENTON COUNTY FRESH WATER SUPPLYDISTRICT NO. I-F
[DISTRICT SEAL] ~ i-A
74
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-G BOARD MEETING
REGULAR SESSION: JANUARY 16,2013 AT 10:30 A.M.
( 2540 KING ARTHUR BLVD., SUITE 220LEWISVILLE, TEXAS 75056
1. Call to Order2. Public communications and comments.3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be self-explanatory by the Board and will be enacted with one motion. There will be no separate discussion of theseitems unless a Board Member requests an item be removed.
4. Adopt Minutes of the September 19, 2012 Board meeting.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;B. Monthly Water and Sewer Reports;C. Monthly Tax Collection Report; andD. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report.
6. Task List Items; and7. Approval of Construction Award Recommendations, Construction Pay Applications, Project Payment
Requisitions, and Change Orders, if applicable.
ITEMS FOR INDIVIDUAL CONSIDERATION:8. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no needed changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorizing the General Manager to execute an
C engagement agreement with LandDesign, Inc.;11. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign,Inc. for conducting business outside the boundaries of the District;
12. Authorize LandDesign, Inc. to prepare engineering reports to support proposed forms of a revised JointUtility Contract and Joint Road Contract and related utility and road bond elections;
13. Review and approve an adjustment to the Facilities Operating and Maintenance Budget specific to theDistrict;
14. Review the final plat for Trinsic Multi Family project and rati~’ execution;15. Review matters relating to pending or threatened litigation and, if deemed necessary, adjourn to Executive
Session to discuss same, and consult with attorneys on such matters;16. Reopen meeting, if necessary, and take any required formal action in connection with such litigation;17. Review and consider items to add to the next Board agenda and18. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter D, chapter 551, Texas Government Code Annotated, the Texas Open Meetings Act, on any matter that may come beforethe Board. No action, decision or vote on any subjcct or matter maybe taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013.DENTON COUNTY FRESH WATER SUPPLYDISTRiCT NO. l-G
~4eralMan~[DISTRICT SEAL] Dcnton Count Fresh Water pply District I-A
75
AGENDA
DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-IT BOARD MEETING
REGULAR SESSION: JANUARY 15, 2013 AT 12:00 P.M.
14925 LANDMARK BOULEVARDDALLAS, TEXAS 75254
I. Call to Order.2. Public communications and comments.3. Opening Remarks:
A. Staff Remarks.B. Presentations.
CONSENT AGENDA: All of the following items on the Consent Agenda are considered to be self-explanatory by the Board and will be enacted with one motion. There will be no separate discussion of theseitems unless a Board Member requests an item be removed.
4. Adopt Minutes of the October 16,2012 Board meeting.5. Approval of the General Manager’s report with regard to:
A. Monthly Construction Activity;13. Monthly Water and Sewer Reports;C. Monthly Tax Collection Report, if applicable;D. Monthly Unaudited Financial Reports and if applicable, the Quarterly Investment Report;
6. Agenda Topic List; and7. Approval of Construction Award Recommendations, Construction Pay Applications, Project Payment
Requisitions, and Change Orders, if applicable.
ITEMS FOR INDIVIDUAL CONSIDERATION:8. Review and approve fiscal year 2011/12 annual audit, if available, and authorize necessary filings;9. Ratification of existing investment policy and confirmation of no needed changes in such policy or
appointment of investment officer;10. Consider and approve termination of IDS Engineering Group as District Engineer and engagement of
LandDesign, Inc. as District Engineer, including authorizing the General Manager to execute anengagement agreement with LandDesign, Inc.;
II. Adopt an Amended Order Designating Offices Outside the District to include the offices of LandDesign,Inc. for conducting business outside the boundaries of the District;
12. Authorize LandDesign, Inc. to prepare engineering reports to support proposed forms of a revised JointUtility Contract and Joint Road Contract and related utility and road bond elections;
13. Review matters relating to pending or threatened litigation and, if deemed necessary, adjourn to ExecutiveSession to discuss same, and consult with attorneys on such matters;
14. Reopen meeting, if necessary, and take any required formal action in connection with such litigation;15. Review and consider items to add to the next Board agenda; and16. Adjournment.
The Board of Directors may enter into Executive Session, if necessary and appropriate, pursuant to the applicable section ofSubchapter 0, Chapter 551,Texas Government code Annotated, the Texas Open Meetings Act, on any matter that may come beforethe Board. No action, decision or vote on any subject or matter may be taken unless specifically listed on this agenda.
EXECUTED this the 10th day of January, 2013.DENTON COUNTY FRESH WATER SUPPLYDISTRICT NO. I-H
LizJtwi~9i{erjJeneral,X~çager[DISTRICT SEALI l4iiton CJ,unty Fresh Supply District I-A
76