MEETING OF THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE AND/OR OF THE BOARD OF DIRECTORS

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1 AGENDA MEETING OF THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE AND/OR OF THE BOARD OF DIRECTORS SAN ANTONIO RIVER AUTHORITY January 12, 2015, 2:00 p.m. *Estimated Presentation Time: 1.5 hours 1. CALL TO ORDER BY THE CHAIRMAN, MR. MICHAEL W. LACKEY, P.E. 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL BY THE SECRETARY, MR. JOHN J. FLIELLER Michael W. Lackey, P.E., Chair Thomas G. Weaver, Vice-chair John J. Flieller, Secretary James Fuller Jerry G. Gonzales H.B. Ruckman III 4. CERTIFICATION OF A QUORUM BY THE SECRETARY 5. INTRODUCTION OF VISITORS 6. CITIZENS TO BE HEARD *Represents the time staff anticipate that it will take to make presentations or give briefings; does not include an estimate of the time required for discussions generated by Board members.

2 7. DISCUSSION AND APPROPRIATE ACTION REGARDING APPROVAL OF THE MINUTES OF THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE MEETING HELD ON DECEMBER 8, PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING RESOLUTION R-1519 SUPPORTING THE SAN ANTONIO RIVER AUTHORITY S GRANT PROPOSAL TO TEXAS PARKS AND WILDLIFE DEPARTMENT FOR PARK PROGRAMMING UNDER THE COMMUNITY OUTDOOR OUTREACH PROGRAM (CO-OP) FOR AN AMOUNT OF $5,000-$40, PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING THE PURCHASE OF WATER QUALITY MONITORING EQUIPMENT AND SOFTWARE FOR THE ENVIRONMENTAL SCIENCES DEPARTMENT 10. PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING THE RATIFICATION OF AN OPERATION AND MAINTENANCE AGREEMENT WITH THE U.S. DEPARTMENT OF AGRICULTURE NATURAL RESOURCES CONSERVATION SERVICE AND THE ALAMO SOIL AND WATER CONSERVATION DISTRICT; AWARD OF A CONSTRUCTION CONTRACT FOR THE MARTINEZ 1, 2, AND 3 DAM REHABILITATION; AND APPROVAL OF ASSOCIATED BUDGET AMENDMENT 11. PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING APPROVAL OF A BUDGET AMENDMENT FOR RANDOLPH AIR FORCE BASE YEAR 12 PROJECT 12. BRIEFING REGARDING THE UPPER MARTINEZ CLARIFIER REHABILITATION PROJECT 13. BRIEFING REGARDING LAND RIGHTS PURCHASED AND LEASED 14. STATUS REPORT ON THE SAN ANTONIO RIVER IMPROVEMENTS PROJECT AND VARIOUS ACTIVE PROJECTS ALONG THE WESTSIDE CREEKS 15. GENERAL MANAGER'S REPORT CONCERNING THE FOLLOWING: UPCOMING EVENTS CALENDAR; FUTURE BOARD AND/OR COMMITTEE MEETINGS; AND MEETINGS INVOLVING THE ATTENDANCE OF ONE OR MORE BOARD MEMBERS 16. ITEMS FOR FUTURE CONSIDERATION 17. NEXT MEETING DATE 18. ADJOURN

3 Estimated Presentation Time: 1.5 Hours SAN ANTONIO RIVER AUTHORITY General Statements This meeting is wheelchair accessible. Accessible parking is located at 100 E. Guenther Street. Requests for an interpreter for the hearing impaired must be received at least 48 hours prior to the meeting, or, to arrange for special assistance to attend this meeting, please call the Operator at The Board of Directors' Operations Committee and/or the Board of Directors of the San Antonio River Authority may discuss and/or take action on any item listed in this agenda while convened in open session. The Board of Directors' Operations Committee and/or the Board of Directors of the San Antonio River Authority may also meet in Executive Session, pursuant to Section of the Texas Government Code, to receive advice from legal counsel on any item listed in this agenda.

4 Operations Committee Meeting Date: 01/12/2015 Approval of the Minutes Submitted For: Cindy Hernandez Division: Executive Offices Submitted By: Linda Whitaker Individual Item #: 7. CAPTION DISCUSSION AND APPROPRIATE ACTION REGARDING APPROVAL OF THE MINUTES OF THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE MEETING HELD ON DECEMBER 8, 2014 Presenter Mr. Lackey, Committee Chair Recommendation Motion that the minutes of the Board of Directors' Operations Committee meeting held on December 8, 2014, be passed and approved as presented. Discussion Vote Attachments December 8, 2014, Operations Committee Meeting Minutes

5 MINUTES MEETING OF THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE SAN ANTONIO RIVER AUTHORITY December 8, 2014, 2:00 p.m. 1. CALL TO ORDER WAS MADE BY THE VICE-CHAIR, MR. THOMAS G. WEAVER, AT 2:06 P.M. 2. PLEDGE OF ALLEGIANCE WAS RECITED 3. ROLL WAS CALLED BY THE SECRETARY, MR. JOHN J. FLIELLER Present: Thomas G. Weaver, Vice-Chair John J. Flieller, Secretary James Fuller Jerry G. Gonzales H.B. Ruckman III Absent: Michael W. Lackey, P.E., Chair 4. CERTIFICATION OF A QUORUM WAS ANNOUNCED BY THE SECRETARY 5. INTRODUCTION OF VISITORS Ms. Hernandez announced the visitors who were present in the audience. 6. CITIZENS TO BE HEARD Ms. Hernandez reported that there were no citizens to be heard. December 8, 2014 Page 1 of 48

6 7. APPROVAL OF THE MINUTES OF THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE MEETING HELD ON NOVEMBER 10, 2014 Staff recommended a motion that the minutes of the Board of Directors' Operations Committee meeting held on November 10, 2014, be passed and approved as presented. Motion made by James Fuller Seconded by Jerry G. Gonzales Vote: 5-0 Passed - Unanimously At this time Mr. Weaver called for Agenda Item 9 due to the fact that Mr. Lanny Lambert, the Converse City Manager, was present in the audience. 9. PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING A REQUEST FROM THE CITY OF CONVERSE FOR A PERMANENT EASEMENT CONSISTING OF APPROXIMATELY 2,196 SQUARE FEET AND A TEMPORARY CONSTRUCTION EASEMENT CONSISTING OF APPROXIMATELY 2,795 SQUARE FEET ACROSS THE SAN ANTONIO RIVER AUTHORITY'S SALATRILLO WASTEWATER TREATMENT PLANT PROPERTY IN CONVERSE, BEXAR COUNTY, TEXAS, AND A WAIVER OF THE LAND USE APPLICATION FEE AND EASEMENT CONSIDERATION REQUIREMENTS IN THE SAN ANTONIO RIVER AUTHORITY'S REAL ESTATE POLICY Staff recommended a motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation authorizing the General Manager to convey a permanent easement consisting of approximately 2,196 square feet of land and a temporary easement consisting of approximately 2,795 square feet of land to the City of Converse for a sidewalk located at the Salatrillo Wastewater Treatment Plant site in Converse, Bexar County, Texas and a waiver of the land use application fee and easement consideration requirements in the San Antonio River Authority's Real Estate Policy. Motion made by Jerry G. Gonzales Seconded by Secretary John J. Flieller Vote: 5-0 Passed - Unanimously Attachments: Converse Sidewalk Easement 8. PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING RESOLUTION R-1484 DECLARING APPROXIMATELY ACRES OF LAND AT THE MARTINEZ IV PROPERTY IN SAN ANTONIO, BEXAR COUNTY, TEXAS, SURPLUS AND AUTHORIZING THE GENERAL MANAGER TO EXCHANGE SUCH LAND FOR ACRES OF LAND LOCATED AT THE BINZ-ENGELMAN DAM IN SAN ANTONIO, BEXAR COUNTY, TEXAS December 8, 2014 Page 2 of 48

7 Staff recommended a motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation to pass and approve Resolution R Motion made by James Fuller Seconded by Jerry G. Gonzales Vote: 5-0 Passed - Unanimously Attachments: Exchange Agreement Paloma Land Swap Resolution R PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING THE CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN PROPERTY AND ORDINANCE O-1395 DECLARING A PUBLIC USE AND NECESSITY FOR THE ACQUISITION OF A STRIP OF LAND APPROXIMATELY ACRES IN SIZE AND USED AS A ROAD ON CERTAIN PARCELS OF LAND IN EASTERN BEXAR COUNTY, TEXAS, LOCATED WITHIN COUNTY BLOCKS 5065 AND 5100 TO SOLIDIFY LAND RIGHTS TO THE MARTINEZ II PLANT ACCESS ROAD AND AUTHORIZING ALL APPROPRIATE ACTION BY THE GENERAL MANAGER, EMPLOYEES, AGENTS, AND ATTORNEYS OF THE SAN ANTONIO RIVER AUTHORITY IN THE INSTITUTION AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE SAID PROPERTY INTERESTS AND RELATED RIGHTS OF INGRESS AND EGRESS THAT CANNOT BE ACQUIRED THROUGH NEGOTIATION; RATIFYING AND CONFIRMING ALL ACTS AND PROCEEDINGS PREVIOUSLY DONE OR INITIATED BY EMPLOYEES, AGENTS, AND ATTORNEYS OF THE SAN ANTONIO RIVER AUTHORITY TO ACQUIRE SUCH PROPERTY INTERESTS; AND AUTHORIZING SUCH OTHER LAWFUL ACTION NECESSARY AND INCIDENTAL TO SUCH ACQUISITION OR EMINENT DOMAIN PROCEEDINGS TO SURVEY, SPECIFY, DEFINE, AND SECURE THE NECESSARY INTERESTS IN REAL PROPERTY Staff recommended a motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation to adopt Ordinance O-1395 declaring a public necessity for the acquisition of approximately acres of land used as an access road to the Martinez II Wastewater Treatment Plant. Motion made by Jerry G. Gonzales Seconded by Secretary John J. Flieller Vote: 5-0 Passed - Unanimously Attachments: O PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING AN AWARD OF A CONSTRUCTION CONTRACT FOR THE SAN ANTONIO RIVER IMPROVEMENTS PROJECT - MUSEUM REACH - PARK SEGMENT December 8, 2014 Page 3 of 48

8 Staff recommended a motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation authorizing the General Manager to award a construction contract with Jerdon Enterprises, Inc. and negotiate all bid alternates and subsequent field changes per the terms of our Cooperative Agreement with Bexar County and the City of San Antonio. Motion made by Jerry G. Gonzales Seconded by James Fuller Vote: 5-0 Passed - Unanimously Attachments: Bid Tab 12. REVIEW AND DISCUSSION OF CONSULTANT SELECTION ACTIVITIES AND/OR CONSULTANT CONTRACT AUTHORIZATION, RENEWALS, AMENDMENTS OR EXTENSIONS: AWARD OF PROFESSIONAL SERVICES INDEFINITE DELIVERY INDEFINITE QUANTITY CONTRACTS FOR CONSULTANT SERVICES TO PROVIDE ENGINEERING SUPPORT WITH EXPERTISE IN THE AREAS OF, BUT NOT LIMITED TO THE FOLLOWING GENERAL SERVICES: UTILITIES, ELECTRICAL, STRUCTURAL, SURVEYING, PARKS AND OTHERS AS NEEDED There being no action taken on this item, Mr. Weaver called for Agenda Item STATUS REPORT ON THE SAN ANTONIO RIVER IMPROVEMENTS PROJECT AND VARIOUS ACTIVE PROJECTS ALONG THE WESTSIDE CREEKS There being no action taken on this item, Mr. Weaver called for Agenda Item GENERAL MANAGER'S REPORT CONCERNING THE FOLLOWING: UPCOMING EVENTS CALENDAR; FUTURE BOARD AND/OR COMMITTEE MEETINGS; AND MEETINGS INVOLVING THE ATTENDANCE OF ONE OR MORE BOARD MEMBERS There being no action taken on this item, Mr. Weaver called for Agenda Item ITEMS FOR FUTURE CONSIDERATION There being no action taken on this item, Mr. Weaver called for Agenda Item NEXT MEETING DATE The next meeting of the Operations Committee will be Monday, January 12, 2015, at 2:00 p.m. December 8, 2014 Page 4 of 48

9 17. ADJOURN Mr. Weaver called the meeting adjourned at 3:27 p.m. PREPARED AND RECOMMENDED FOR COMMITTEE APPROVAL BY THE MANAGER. SUZANNE B. SCOTT, General Manager APPROVED BY THE BOARD OF DIRECTORS' OPERATIONS COMMITTEE AT THE MEETING HELD ON JANUARY 12, ATTEST: JOHN FLIELLER, Committee Secretary MICHAEL W. LACKEY, P.E., Committee Chairman December 8, 2014 Page 5 of 48

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19 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT, the Agreement, is made by and between SA JBDI, Ltd., SAJBDI, and San Antonio River Authority, River Authority who are referred to individually as a Party and collectively to as the Parties. IN CONSIDERATION of the Earnest Money described below and of the mutual promises contained herein, SAJBDI hereby agrees to transfer to River Authority the property described as the SAJBDI Tract below, and River Authority agrees to transfer to SAJBDI, or assigns, the property described as the River Authority Tract below subject to the provisions set forth in this Agreement: SAJBDI TRACT: acres of land, more or less, as described in the attached Exhibit A, the SAJBDI Tract ; RIVER AUTHORITY TRACT: acres of land, more or less, as described in the attached Exhibit B, the River Authority Tract, and a sixty foot right of way from Green Road to the River Authority Tract; collectively the SAJBDI Tract and the River Authority Tract are referred to as the Property. 1. Condition Precedent to Transfer. This transaction is subject to the approval of River Authority s Board of Directors on or before November 19, If the exchange of the SAJBDI Tract and the River Authority Tract is not consummated for failure of this condition, the River Authority Independent Consideration shall be forfeited to SAJBDI as liquidated damages, the River Authority Earnest Money shall be refunded to River Authority, the SAJBDI Earnest Money shall be refunded to SAJBDI and neither party shall have any further obligations hereunder. 2. SAJBDI Earnest Money. SAJBDI shall deposit with Mission Title ("Title Company") the amount of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) (the "SAJBDI Deposit") within three (3) business days after execution of this Agreement by SAJBDI and River Authority. Within three (3) business days following its receipt of the SAJBDI Deposit, the Title Company shall deliver to River Authority One Hundred and No/100 Dollars ($100) of the SAJBDI Deposit (the "SAJBDI Independent Consideration") as consideration for this Agreement. The SAJBDI Independent Consideration will be applied as a credit to the River Authority s closing costs at closing, but shall not be returned to SAJBDI in the event that the SAJBDI Earnest Money (as hereinafter defined) is returned to SAJBDI pursuant to the terms of this Agreement. The SAJBDI Deposit less the SAJBDI Independent Consideration is hereinafter collectively referred to as the "SAJBDI Earnest Money." The SAJBDI Earnest Money also shall be credited against SAJBDI s closing costs at closing. If the transaction is not consummated, the SAJBDI Earnest Money shall be held and delivered by the Title Company as herein provided, but in any event River Authority shall retain the SAJBDI Independent Consideration. December 8, 2014 Page 15 of 48

20 3. River Authority Earnest Money. River Authority shall deposit with Mission Title ("Title Company") the amount of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) (the "River Authority Deposit") within three (3) business days after execution of this Agreement by SAJBDI and River Authority. Within three (3) business days following its receipt of the River Authority Deposit, the Title Company shall deliver to SAJBDI One Hundred and No/100 Dollars ($100) of the River Authority Deposit (the "River Authority Independent Consideration") as consideration for this Agreement. The River Authority Independent Consideration will be applied as a credit to the River Authority s closing costs at closing, but shall not be returned to River Authority in the event that the River Authority Earnest Money (as hereinafter defined) is returned to River Authority pursuant to the terms of this Agreement. The River Authority Deposit less the River Authority Independent Consideration is hereinafter collectively referred to as the "River Authority Earnest Money." The River Authority Earnest Money also shall be credited against the River Authority s closing costs at closing. If the transaction is not consummated, the River Authority Earnest Money shall be held and delivered by the Title Company as herein provided, but in any event SAJBDI shall retain the River Authority Independent Consideration. 4. Purchase Price. The purchase price of the Property is the exchange of the SAJBDI Tract and the River Authority Tract between the Parties and I-10 Investments, Ltd. s agreement to construct, operate and maintain low impact development measures on the entrance roads to its subdivision that capture and treat the first 1.7 inches of rainfall. 5. Closing. Closing will be on or before twenty (20) days after the approval by River Authority s Board of Directors, or such other date as may be mutually agreed on by the Parties. Closing will take place at the offices of the Title Company or at such other place as the Parties may mutually agree. 6. Survey. Within thirty (30) days of the Commencement Date (defined below), SAJBDI shall obtain and deliver to River Authority and the Title Company a survey and complete legal description of the SAJBDI Tract. Within thirty (30) days of the Commencement Date (defined below), River Authority shall obtain and deliver to SAJBDI and the Title Company a survey and complete legal description of the River Authority Tract. 7. Title. At closing, SAJBDI will execute and deliver a General Warranty Deed conveying good, insurable and marketable title to the SAJBDI Tract to River Authority, together with insurable legal access, free and clear of all liens, in the form of the Deed attached hereto as Exhibit C. At closing, River Authority will execute and deliver a General Warranty Deed conveying good, insurable and marketable title to the River Authority Tract to SAJBDI, together with insurable legal access, free and clear of all liens in the form of the Deed attached hereto as Exhibit D. 8. SAJBDI Tract Title Defects. Within thirty (30) days after the Commencement Date, 2 December 8, 2014 Page 16 of 48

21 SAJBDI shall, provide to River Authority a preliminary owners title insurance commitment on the SAJBDI Tract which will be updated within fifteen (15) days after the Title Company received a copy of the Survey (the Commitment ), together with legible copies of all encumbrances and other matters shown thereon. River Authority shall be allowed fifteen (15) days after receipt of the latter of the Survey or title insurance commitment (together with exception documents) to examine the title and make any objections to title. River Authority shall notify SAJBDI of any objections it has in writing or the objections will be deemed to be waived. SAJBDI shall use its best efforts to remedy or remove all objections within fifteen (15) days after SAJBDI's receipt of River Authority's notice of the objections. In the event SAJBDI is unable to cause the removal of any objection despite its best efforts within such 15-day period, River Authority may: (i) terminate this Agreement in its entirety by giving SAJBDI written notice, whereupon the Title Company shall return the River Authority Earnest Money to River Authority without joinder or consent from SAJBDI or any other party, and thereafter neither party shall have any further rights, liabilities or obligations hereunder; (ii) waive, in writing, any such objections and close; (iii) attempt to cure the objections to River Authority s satisfaction, and SAJBDI agrees to act in good faith and cooperate with River Authority in such efforts by River Authority (however, River Authority shall have no obligation to cure any of the objections); or (iv) extend the period during which SAJBDI has to remedy or remove the objections to one (1) day prior to closing. Items shown on Schedule C of the Commitment shall not be considered Permitted Exceptions and shall be satisfied by SAJBDI on or before closing. 9. River Authority Tract Title Defects. Within thirty (30) days after the Commencement Date, River Authority shall, provide to SAJBDI a preliminary owners title insurance commitment on the River Authority Tract which will be updated within fifteen (15) days after the Title Company received a copy of the Survey (the Commitment ), together with legible copies of all encumbrances and other matters shown thereon. SAJBDI shall be allowed fifteen (15) days after receipt of the latter of the Survey or title insurance commitment (together with exception documents) to examine the title and make any objections to title. SAJBDI shall notify River Authority of any objections it has in writing or the objections will be deemed to be waived. River Authority shall use its best efforts to remedy or remove all objections within fifteen (15) days after River Authority's receipt of SAJBDI's notice of the objections. In the event River Authority is unable to cause the removal of any objection despite its best efforts within such 15- day period, SAJBDI may: (i) terminate this Agreement in its entirety by giving River Authority written notice, whereupon the Title Company shall return the SAJBDI Earnest Money to SAJBDI without joinder or consent from River Authority or any other party, and thereafter neither party shall have any further rights, liabilities or obligations hereunder; (ii) waive, in writing, any such objections and close; (iii) attempt to cure the objections to SAJBDI s satisfaction, and River Authority agrees to act in good faith and cooperate with SAJBDI in such efforts by SAJBDI (however, SAJBDI shall have no obligation to cure any of the objections); or (iv) extend the period during which River Authority has to remedy or remove the objections to one (1) day prior to closing. Items shown on Schedule C of the Commitment shall not be considered Permitted Exceptions and shall be satisfied by River Authority on or before closing. 3 December 8, 2014 Page 17 of 48

22 10. Inspection. For so long as this Agreement is in effect, the Parties, their agents, employees and representatives may enter upon the Property for the purpose of inspecting, surveying and conducting such tests, studies or assessments as may be reasonably required by that Party. 11. Access. SAJBDI shall provide insurable legal access to the SAJBDI Tract. River Authority shall provide insurable legal access to the River Authority Tract. 12. SAJBDI Closing Matters. At the closing, SAJBDI shall (i) cause the Title Policy to be issued to River Authority; (ii) execute and deliver to River Authority a general warranty deed (the "Deed"), in the form of the Deed attached hereto as Exhibit C, conveying to River Authority good and indefeasible title to the SAJBDI Tract; (iii) deliver to River Authority such evidence of authority to close this Agreement as River Authority and Title Company reasonably request; (iv) deliver possession of the SAJBDI Tract to River Authority; (v) deliver to River Authority an affidavit certifying that SAJBDI is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; and (vi) execute and deliver to River Authority such other documents that may be reasonably required by River Authority or Title Company to consummate the transactions contemplated hereby. These documents shall be prepared at the expense of the SAJBDI. 13. River Authority Closing Matters. At the closing, River Authority shall (i) cause the Title Policy to be issued to SAJBDI; (ii) execute and deliver to SAJBDI a general warranty deed (the "Deed"), in the form of the Deed attached hereto as Exhibit D, conveying to SAJBDI good and indefeasible title to the River Authority Tract; (iii) deliver to SAJBDI such evidence of authority to close this Agreement as SAJBDI and Title Company reasonably request; (iv) deliver possession of the River Authority Tract to SAJBDI; (v) deliver to SAJBDI an affidavit certifying that River Authority is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; and (vi) execute and deliver to SAJBDI such other documents that may be reasonably required by SAJBDI or Title Company to consummate the transactions contemplated hereby. These documents shall be prepared at the expense of River Authority. 14. Closing Expenses And Adjustments. Any delinquent real estate taxes and all levied assessments on the SAJBDI Tract are SAJBDI's responsibility and should be satisfied of record by SAJBDI at or before closing. Any real estate taxes assessed against the SAJBDI Tract in the year of closing, but which are not yet due and payable, will be prorated to the date of closing based on the most recent available tax statements. SAJBDI shall pay any recapture tax on the SAJBDI Tract caused by a change of use by SAJBDI prior to closing. Any recapture tax on the SAJBDI Tract caused by a change of use by River Authority after closing shall be paid by River Authority. SAJBDI shall pay all of SAJBDI s expenses and attorney s fees, the costs of any feasibility tests or studies conducted by SAJBDI, the costs to obtain releases of any liens required to be released in connection with the exchange on the SAJBDI Tract and the costs to cure Title Objections agreed 4 December 8, 2014 Page 18 of 48

23 to be cured by SAJBDI on the SAJBDI Tract and to resolve matters shown in Schedule C of the Title Commitment for the SAJBDI Tract. SAJBDI shall pay the survey cost of the SAJBDI Tract, the Commitment (including costs of exception documents) and title policy on the SAJBDI Tract, all costs for any tax certificates on the SAJBDI Tract, ½ of the escrow fee charged by the Title Company; the fee for the recording of the Deed on the SAJBDI Tract; and the costs to deliver and record releases of any liens required to be released from the SAJBDI Tract in connection with the exchange. River Authority shall pay all of River Authority s expenses, and attorney s fees, the costs of any feasibility tests or studies conducted by River Authority, the costs to obtain releases of any liens required to be released in connection with the exchange on the River Authority Tract and the costs to cure Title Objections agreed to be cured by River Authority on the River Authority Tract and to resolve matters shown in Schedule C of the Title Commitment for the River Authority Tract. River Authority shall pay the survey cost of the River Authority Tract, the Commitment (including costs of exception documents) and title policy on the River Authority Tract, all costs for any tax certificates on the River Authority Tract, ½ of the escrow fee charged by the Title Company; the fee for the recording of the Deed on the River Authority Tract; and the costs to deliver and record releases of any liens required to be released from the River Authority Tract in connection with the exchange. 15. Matters Pending Closing. The Parties shall not transfer or encumber any interest or rights in the Property prior to closing except those that are removed on or before closing. The Parities shall keep the Property in its current condition until closing. Each Party shall notify the other of any legal, political or administrative proceeding instituted or threatened which might have any effect on the Property, its value or the rights to possession of the Property promptly upon that Party s receipt of such notice. All risk of loss of or damage to the Property will pass at closing. 16. Restrictive Covenants on the River Authority Tract. The River Authority Tract is subject to restrictive covenants governing the use of the River Authority Tract. The River Authority Tract shall be used only for school purposes and low impact development purposes. SAJBDI shall submit to River Authority all design and construction plans for River Authority s review and prior written approval before SAJBDI will construct any structure on the Property. SAJBDI shall capture and treat the first 1.7 inches of rainfall on the Property. SAJBDI will operate and maintain the low impact development features constructed on the Property. The restrictive covenants on the River Authority Tract are stated in the deed attached as Exhibit D. 17. The Parties' Representations and Warranties. WITH RESPECT TO THE SAJBDI TRACT, SAJBDI REPRESENTS TO RIVER AUTHORITY THE FOLLOWING MATTERS AND WITH RESPECT TO THE RIVER AUTHORITY TRACT THE RIVER AUTHORITY REPRESENTS TO SAJBDI THE FOLLOWING MATTERS, WHICH SHALL SURVIVE CLOSING. 5 December 8, 2014 Page 19 of 48

24 a. Title to the Property/Authority. That the respective Party is the sole legal owner of the Tract being exchanged. The Tract being exchanged is not now subject to any written or oral lease, option, or agreement of sale, claim or legal proceeding except as set forth herein. To the best of that Party s knowledge, there are no parties claiming adverse possession of the Tract being exchanged. b. Authority. The respective Party has the full power and authority to execute, deliver and perform this Agreement and all agreements and documents referred to in this Agreement. There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, pending, or to the best of the respective Party s knowledge, threatened against that Party. c. Access. The Tract being exchanged has, or will have, full and free access to and from a dedicated public roadway, and there is no pending or, to the best of the respective Party s knowledge, any threatened proceeding by any governmental authority or any other fact or condition which might limit or result in the termination of such access. d. Assessments. There are no special assessments of any kind presently pending against the Tract being exchanged and the respective Party has not received any notice of any special assessments being contemplated. e. Hazardous Materials. The Tract being exchanged is not now nor, to the knowledge of the respective Party, has it ever been used for the manufacture, use, storage or disposal of any hazardous or toxic substance, material or waste within the meaning of any applicable environmental statute, ordinance or regulation, or in such a way as to create any environmental condition that is actionable under any federal, State or local environmental law or regulation. No hazardous or toxic substance, material or waste, including without limitation asbestos or material containing or producing polychlorinated biphenyls (PCBs), is presently stored or located on the Tract being exchanged at levels greater than natural background concentrations. The Tract being exchanged does not contain underground storage tanks or landfill disposal site. The Tract being exchanged is not subject to any "superfund" or similar lien or any claim by any government regulatory agency or third party related to the release or threatened release of any hazardous or toxic substance, material or waste. f. No Condemnation. There are no condemnation proceedings pending with regard to any portion of the Tract being exchanged and the respective Party does not know of or have reason to know of any proposed condemnation proceedings with regard to any portion of the Property. g. Free and Clear Title. On the closing date, the Tract being exchanged will be free and clear of all mechanic s and materialman s liens and other liens and encumbrances of any nature except the Permitted Exceptions, and no work or materials will have been furnished to 6 December 8, 2014 Page 20 of 48

25 the Tract being exchanged that might give rise to mechanic s or materialman s liens or other liens against the Tract being exchanged. By executing and delivering the Deed, each Party shall be deemed to have made the foregoing representations and warranties as of the date of closing. 18. Broker. Each Party represents to the other that no broker is involved in this exchange. 19. Notice. All notices required to be given under this Agreement shall be deemed given upon the earlier of actual receipt or two days after being mailed by registered or certified mail, return receipt requested, or on the date of successful facsimile transmission (if received prior to 5:00 p.m. CST), addressed to: if to SAJBDI: if to River Authority: Bruce W. Cash Claude Harding SA JBDI, Ltd. San Antonio River Authority 411 Lakeplace Lane 100 E. Guenther Austin, Texas San Antonio, Texas / (phone) (210) (phone) (fax) (210) (fax) 20. Default. In the event River Authority fails or refuses to timely close the purchase of the Property, SAJBDI not being in default hereunder, SAJBDI may (as its sole remedy) terminate this Agreement and recover the River Authority Earnest Money, as liquidated damages, and not as penalty, in full satisfaction of SAJBDI's claims against River Authority hereunder. In the event SAJBDI defaults in the performance of SAJBDI's obligations under this Agreement, River Authority not being in default hereunder, River Authority may (as its sole remedy) terminate this Agreement and recover the SAJBDI Earnest Money, as liquidated damages, and not as penalty, in full satisfaction of River Authority s claims against SAJBDI, and thereafter neither party shall have any further rights, liabilities or obligations hereunder. 21. Possession. Each Party will deliver possession of the Tract being exchanged, in its present condition, to the other Party at closing. 22. Commencement Date. The Commencement Date of this Agreement shall be the date on which Title Company acknowledges in writing its receipt of the Deposit and a fully executed copy of this Agreement. 23. Successors And Assigns. This Agreement shall be binding on the heirs, representatives, successors and assigns of each Party. 7 December 8, 2014 Page 21 of 48

26 24. Complete Agreement. This Agreement constitutes the sole and complete agreement between the Parties and cannot be changed except by written amendment. No representation or promise not included in this Agreement or any written amendment shall be binding upon the Parties. 25. Exhibits. The following exhibits are attached hereto and incorporated herein by reference: Exhibit A Legal Description of SAJBDI Tract Exhibit B Legal Description of River Authority Tract Exhibit C - Form of General Warranty Deed Exhibit D - Form of General Warranty Deed 26. No-Waiver. No provision of this Agreement shall be deemed amended or waived unless such amendment or waiver is set forth in a writing signed by River Authority and SAJBDI. No act or failure to act by a Party shall be deemed a waiver of its rights hereunder, and no waiver in any one circumstance or of any one provision shall be deemed a waiver in other circumstances or of other provisions. 27. Holidays. If any date set forth in this Agreement or computed pursuant to this Agreement falls on a Saturday, Sunday or national holiday, such date shall be deemed automatically amended to be the first business day following such weekend day or holiday. 28. Escrow. The SAJBDI Earnest Money and the River Authority Earnest Money, the Earnest Money are deposited with Title Company with the understanding that Title Company is not (i) a party to this contract and does not have any liability for the performance or nonperformance of any party to this contract, (ii) liable for interest on the Earnest Money, and (iii) liable for any loss of Earnest Money caused by the failure of any financial institution in which the Earnest Money has been deposited unless the financial institution is acting as Title Company. At closing, the Earnest Money must be applied first to any cash down payment, then to the respective Party s closing costs and any excess refunded to the respective Party. If both Parties make written demand for the Earnest Money, Title Company may require payment of unpaid expenses incurred on behalf of the Parties and a written release of liability of Title Company from all Parties. If one Party makes written demand for the Earnest Money, Title Company shall give notice of the demand by providing the other Party a copy of the demand. If Title Company does not receive written objection to the demand from the other Party within 30 days after notice to the other Party, Title Company may disburse the Earnest Money to the Party making demand reduced by the amount of unpaid expenses incurred on behalf of the Party receiving the Earnest Money and Title Company may pay the same to the creditors. If Title Company complies with the provisions of this paragraph, each Party hereby releases Title Company from all adverse claims related to the disbursal of the Earnest Money. Title Company s notice to the other Party 8 December 8, 2014 Page 22 of 48

27 will be effective when deposited in the U. S. Mail, postage prepaid, certified mail, return receipt requested, addressed to the other Party at such Party's address shown below. Notice of objection to the demand will be deemed effective upon receipt by Title Company. 29. Full and Final Satisfaction. SAJBDI understands and agrees that the Purchase Price includes full accord, satisfaction and compensation for damages, if any, to the remaining property of SAJBDI, if any, caused by the exchange of property with the River Authority. IN WITNESS WHEREOF, the Parties, acting individually or by and through their duly authorized officers, have each signed, sealed and delivered this instrument effective as of the Commencement Date. SELLER: SA JBDI, Ltd. a Texas limited partnership By: JBDI GP, LLC a Texas limited liability company, it s general partner BUYER: San Antonio River Authority By: By: Bruce W. Cash Suzanne B. Scott Manager General Manager JOINDER BY TITLE COMPANY Mission Title Company (i) acknowledges receipt of the Deposit described in Section 2 on 2014 (the Commencement Date), and (ii) agrees to hold same in accordance with the terms of this Agreement. Title Company By: Name: Ginger Klaerner Escrow Officer 9 December 8, 2014 Page 23 of 48

28 EXHIBIT A December 8, 2014 Page 24 of 48

29 December 8, 2014 Page 25 of 48

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34 EXHIBIT C FORM OF GENERAL WARRANTY DEED 12 December 8, 2014 Page 30 of 48

35 General Warranty Deed Date: Grantor: SAJBDI, Ltd. Grantor's Mailing Address: Grantee: Grantee's Mailing Address: Consideration: 411 Lakeplace Lane, Austin, Texas San Antonio River Authority 100 E. Guenther, San Antonio, Texas TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Property (including any improvements): acre tract of land situated in Bexar County, Texas, out of the Josefa Leal Survey No. 39, Abstract 420 and deed to Erwin C. Widerstein, Jr. and William Widerstein, according to a portion of the acre tract conveyed to SAJBDI, Ltd. in Volume 10543, page 1554 of the Real Property Records of Bexar County, Texas, and being a part of the acres A.S.C.D. easement conveyed to San Antonio River Authority in Volume 4461, Page 249 of the Real Property Records of Bexar County Texas, and being more particularly described in the attached Exhibit A; Reservations from Conveyance: None Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes 13 December 8, 2014 Page 31 of 48

36 for 2014, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. SAJBDI, Ltd. A Texas limited partnership By: JBDI GP, LLC A Texas limited liability company, Its general partner By: Bruce W. Cash Manager STATE OF TEXAS ) COUNTY OF BEXAR ) Before me, the undersigned notary public, on this day personally appeared Bruce W. Cash, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of, Notary Public, State of Texas My commission expires: 14 December 8, 2014 Page 32 of 48

37 AFTER RECORDING RETURN TO: Claude Harding, SR/WA Real Estate Manager San Antonio River Authority 100 E. Guenther, San Antonio, Texas December 8, 2014 Page 33 of 48

38 EXHIBIT D FORM OF GENERAL WARRANTY DEED 16 December 8, 2014 Page 34 of 48

39 General Warranty Deed Date: Grantor: San Antonio River Authority, a Texas Grantor's Mailing Address: 100 E. Guenther, San Antonio, Texas Grantee: SAJBDI, Ltd. Grantee's Mailing Address: Consideration: 411 Lakeplace Lane, Austin, Texas TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged. Property (including any improvements): acres of land, more or less, in Bexar County, Texas, being more particularly described in the attached Exhibit A; Reservations from Conveyance: None Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2014, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, 17 December 8, 2014 Page 35 of 48

40 together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. Restrictions: The Property may only be used for school purposes and low impact development purposes. Grantee shall submit to Grantor all design and construction plans for Grantor s review and prior written approval before Grantee will construct any structure on the Property. Grantee shall capture and treat the first 1.7 inches of rainfall on the Property. Grantee shall operate and maintain the low impact development features constructed on the Property. Grantor, as the fee simple owner of the Property, establishes the Restrictions as covenants, conditions, and restrictions, whether mandatory, prohibitive, permissive, or administrative, to regulate the uses of the Property and the improvements placed on it. Grantor and Grantee stipulate that (a) the Restrictions touch and concern the Property; (b) privity of estate exists by reason of the ownership of the Property; (c) notice is given by filing this instrument in the real property records of the county in which the Property is situated; and (d) the Restrictions are reasonable, their purposes being for the common benefit of Grantor, Grantee and the public, who are affected by the uses of the Property. The Restrictions run with the land making up the Property, are binding on Grantee and Grantee's successors and assigns forever, and inure to the benefit of Grantor, Grantee, and their successors and assigns forever. When the context requires, singular nouns and pronouns include the plural. San Antonio River Authority Suzanne B. Scott, General Manager ACCEPTED AND AGREED: SAJBDI, Ltd. A Texas limited partnership By: JBDI GP, LLC A Texas limited company, liability 18 December 8, 2014 Page 36 of 48

41 Its general partner By: Bruce W. Cash Manager STATE OF TEXAS ) COUNTY OF BEXAR ) Before me, the undersigned notary public, on this day personally appeared Suzanne B. Scott, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of, STATE OF TEXAS ) COUNTY OF BEXAR ) Notary Public, State of Texas My commission expires: Before me, the undersigned notary public, on this day personally appeared Bruce W. Cash, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of, Notary Public, State of Texas My commission expires: 19 December 8, 2014 Page 37 of 48

42 AFTER RECORDING RETURN TO: SAJBDI, Ltd. 411 Lakeplace Lane, Austin, Texas December 8, 2014 Page 38 of 48

43 RESOLUTION NO. R-1484 RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN ANTONIO RIVER AUTHORITY TO DECLARE APPROXIMATELY ACRES OF LAND INCLUDING ACCESS TO SUCH LAND FROM GREEN ROAD AT THE MARTINEZ IV PROPERTY IN SAN ANTONIO, BEXAR COUNTY, TEXAS SURPLUS AND AUTHORIZING THE GENERAL MANAGER TO NEGOTIATE AND EXECUTE AN EXCHANGE AGREEMENT THAT CONVEYS SUCH LAND FOR ACRES OF LAND LOCATED AT THE BINZ ENGELMAN DAM IN SAN ANTONIO, BEXAR COUNTY, TEXAS WHEREAS, an opportunity exists to acquire approximately acres of land currently owned by SA JBDI, Ltd. in fee simple estate and enhance operations and maintenance of Binz Engelman Dam with the addition of land on the dam s southeast side including the addition of an access point to the dam s north end; and WHEREAS, an opportunity exists to convey approximately acres of land in fee simple estate at the River Authority s Martinez IV property located near Green Road and Interstate Highway 10 to SA JBDI, Ltd. which will subsequently be conveyed to East Central Independent School District thereby enhancing the value of the remainder of Martinez IV by virtue of the conveyed property becoming a future elementary school site; and WHEREAS, the East Central Independent School District needs an elementary school site in this area and its Board of Directors is set to approve of the donation of said acres of land and accompanying access for the proposed school to the school district; and WHEREAS, the purchase price for the proposed property is the exchange of the approximate acre SA JBDI, Ltd. tract and the approximate acre River Authority tract and I 10 Investments, Ltd. agreement to construct, operate and maintain low impact development measures on the entrance roads to its Paloma Subdivision that capture and treat the first 1.7 inches of rainfall; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE RIVER AUTHORITY THAT: The acre tract of land located at the Martinez IV property in San Antonio, Bexar County, Texas, shown in Exhibit A is declared surplus and the General Manager is hereby authorized to execute an Exchange substantially in the form as shown in Exhibit B to exchange such land for acres of land located at the Binz Engelman Dam in San Antonio, Bexar County, Texas and to do and carry out all other activities as necessary to execute the Exchange. December 8, 2014 Page 39 of 48

44 PASSED AND APPROVED this the 17th day of December, ATTEST: SALLY BUCHANAN, Chairman HECTOR R. MORALES, Secretary CERTIFICATE OF SECRETARY SAN ANTONIO RIVER AUTHORITY SAN ANTONIO, BEXAR COUNTY, TEXAS I hereby certify the above and foregoing to be a duplicate original of Resolution No. R-1484 of the Board of Directors of the SAN ANTONIO RIVER AUTHORITY as passed and approved by the members of said Board at a regular meeting of the Board of Directors of said AUTHORITY held on December 17, 2014, in San Antonio, Bexar County, Texas, at which a quorum was present, as shown by the Minutes of said meeting. IN TESTIMONY WHEREOF, witness my hand and the official seal of the SAN ANTONIO RIVER AUTHORITY on this the 17th day of December, A.D., 2014, in San Antonio, Bexar County, Texas. HECTOR R. MORALES, Secretary December 8, 2014 Page 40 of 48

45 ORDINANCE NO. O-1395 AN ORDINANCE OF THE BOARD OF DIRECTORS OF THE SAN ANTONIO RIVER AUTHORITY REGARDING THE CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN PROPERTY AND AN ORDINANCE DECLARING A PUBLIC USE AND NECESSITY FOR THE ACQUISITION OF A STRIP OF LAND IN FEE SIMPLE APPROXIMATELY ACRES IN SIZE AND USED AS A ROAD ON CERTAIN PARCELS OF LAND IN EASTERN BEXAR COUNTY, TEXAS LOCATED WITHIN COUNTY BLOCKS 5065 AND 5100 TO SOLIDIFY LAND RIGHTS TO THE MARTINEZ II PLANT ACCESS ROAD AND AUTHORIZING ALL APPROPRIATE ACTION BY THE GENERAL MANAGER, EMPLOYEES, AGENTS, AND ATTORNEYS OF SAN ANTONIO RIVER AUTHORITY IN THE INSTITUTION AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE SAID PROPERTY INTERESTS AND RELATED RIGHTS OF INGRESS AND EGRESS THAT CANNOT BE ACQUIRED THROUGH NEGOTIATION; RATIFYING AND CONFIRMING ALL ACTS AND PROCEEDINGS PREVIOUSLY DONE OR INITIATED BY EMPLOYEES, AGENTS, AND ATTORNEYS OF SAN ANTONIO RIVER AUTHORITY TO ACQUIRE SUCH PROPERTY INTERESTS; AND AUTHORIZING SUCH OTHER LAWFUL ACTION NECESSARY AND INCIDENTAL TO SUCH ACQUISITION OR EMINENT DOMAIN PROCEEDINGS TO SURVEY, SPECIFY, DEFINE, AND SECURE THE NECESSARY INTERESTS IN REAL PROPERTY Preamble WHEREAS, this Board has found and determined that there is a public use and necessity for, and that the public convenience will be served by the Martinez II Wastewater Treatment Plant, and WHEREAS, this Board has found and determined that there is a public use and necessity for, and that the public convenience will be served by the acquisition of a strip of land in fee simple approximately acres in size and used as a road on certain parcels of land located within County Blocks 5065 and 5100 in eastern Bexar County, Texas, such acquisition is more particularly described by metes and bounds on the attached Exhibit A. This acquisition is required for the public use of solidifying the land rights to the Martinez II Wastewater Treatment Plant access road; and Whereas, it is necessary to authorize the acquisition of such property interests on said property by negotiation or through the exercise of eminent domain, if necessary; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE SAN ANTONIO RIVER AUTHORITY THAT: DOC December 8, 2014 Page 41 of 48

46 The caption, preamble, and recitals are incorporated herein for all purposes. There is a public use and necessity for and public convenience will be served by the acquisition in fee simple of property interests on certain property within County Blocks 5065 and 5100 in Bexar County, Texas, being more particularly described by metes and bounds on the attached Exhibit A for the Martinez II Wastewater Plant. In the event the San Antonio River Authority is unable to acquire property interests on said property by negotiation, the General Manager is delegated the authority to institute and prosecute to conclusion eminent domain proceedings against the owners and claimants of said property. The General Manager, employees, agents and attorneys of the San Antonio River Authority are authorized to execute all documents and to do and perform such other acts necessary to acquire the permanent easements on said property. All acts and proceedings previously done or initiated by employees, agents, consultants and attorneys of San Antonio River Authority to acquire the property interests on said property are ratified and affirmed. All other lawful actions necessary and incidental to such acquisitions or eminent domain proceedings to survey, specify, define, and secure the necessary interests in real property are authorized. PASSED AND APPROVED this 17th day of December, ATTEST: HECTOR R. MORALES, Secretary SALLY BUCHANAN, Chairman DOC December 8, 2014 Page 42 of 48

47 ACKNOWLEDGEMENT OF CHAIRMAN STATE OF TEXAS COUNTY OF BEXAR BEFORE ME, the undersigned authority, on this day personally appeared SALLY BUCHANAN, Chairman of the Board of Directors of the SAN ANTONIO RIVER AUTHORITY, a political subdivision of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said political subdivision. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of December, LINDA KAY WHITAKER, Notary Public In and for the State of Texas My commission expires: 9/12/ DOC December 8, 2014 Page 43 of 48

48 CERTIFICATE OF SECRETARY SAN ANTONIO RIVER AUTHORITY BEXAR COUNTY, TEXAS I hereby certify the above and foregoing to be a duplicate original of Ordinance No.O-1395 of the Board of Directors of the SAN ANTONIO RIVER AUTHORITY as passed and approved by the members of said Board at a regular meeting of the Board of Directors of said AUTHORITY held on December 17, 2014, in the City of San Antonio, Bexar County, Texas, at which a quorum was present, as shown by the minutes of said meeting. IN TESTIMONY WHEREOF, witness my hand and the official seal of the SAN ANTONIO RIVER AUTHORITY on this the 17th day of December, 2014, in the City of San Antonio, Bexar County, Texas. HECTOR R. MORALES, Secretary DOC December 8, 2014 Page 44 of 48

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53 Operations Committee Meeting Date: 01/12/2015 Individual Item #: 8. TPWD COOP Grant Submission Submitted By: Matthew Driffill Division: Operations Department: Watershed & Parks Operations CAPTION PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING RESOLUTION R-1519 SUPPORTING THE SAN ANTONIO RIVER AUTHORITY S GRANT PROPOSAL TO TEXAS PARKS AND WILDLIFE DEPARTMENT FOR PARK PROGRAMMING UNDER THE COMMUNITY OUTDOOR OUTREACH PROGRAM (CO-OP) FOR AN AMOUNT OF $5,000-$40,000 Presenter Matthew Driffill Estimated Presentation Time: 5 minutes The Texas Parks and Wildlife Department will be receiving applications for the Community Outdoor Outreach Program until February 1, The San Antonio River Authority is applying for a grant through this program to fund park programming along the San Antonio River in partnership with Mitchell Lake Audubon Center and the Alamo Area Master Naturalists. In order to apply for this grant program, a resolution authorizing the application must be passed at a meeting in accordance with the Open Meetings Act by the governing body of the applying entity. Application for this grant will have no adverse impact to the current budget. Recommendation Motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation to adopt Resolution R-1519 supporting application to the Texas Parks and Wildlife Department Community Outdoor Outreach Program. Discussion Vote R-1519 Attachments

54 RESOLUTION NO. R-1519 RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN ANTONIO RIVER AUTHORITY AUTHORIZING THE FILING OF AN OUTDOOR RECREATION GRANT APPLICATION WITH THE TEXAS PARKS AND WILDLIFE DEPARTMENT UNDER THE COMMUNITY OUTDOOR- OUTREACH PROGRAM FOR A PARTNERSHIP WITH THE MITCHELL LAKE AUDUBON CENTER; AUTHORIZING THE GENERAL MANAGER TO ACT ON BEHALF OF THE SAN ANTONIO RIVER AUTHORITY IN ALL MATTERS RELATED TO THE APPLICATION; AND PLEDGING THAT IF THE GRANT IS RECEIVED THE SAN ANTONIO RIVER AUTHORITY WILL COMPLY WITH THE GRANT REQUIREMENTS OF THE TEXAS PARKS AND WILDLIFE DEPARMENT WHEREAS, the San Antonio River Authority in the State of Texas is qualified to apply for grant funds under the Request for Applications; and WHEREAS, the Texas Parks and Wildlife Department has an open solicitation for grant applications for the Outdoor Recreation Grant under the Local Grants Program until February 1, 2015; and WHEREAS, the San Antonio River Authorities strategic plan for FY2015 set the goal to, Expand, diversify and leverage funding sources and partnerships; and WHEREAS, the San Antonio River Basin Plan for Nature Based Park Resources identifies State and other grant sources to leverage funding for park programming; and WHEREAS, SARA is interested in applying for the CO-OP Grant to further the development of SARA park programming and leveraging of private and public partnerships and funding sources NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE RIVER AUTHORITY THAT: The General Manager is authorized to act on behalf of the San Antonio River Authority in all matters related to the grant applications and any subsequent grant contracts and grant programs that may result and to do and carry out all other activities necessary to complete such programs; and That if the programs are funded, the San Antonio River Authority will comply with the grant requirements of the CO-OP grant; and The San Antonio River authority authorizes the General Manager to act on behalf of the San Antonio River Authority in dealing with the department for purposes of the program, and that the general manager is hereby officially designated as the representative in this regard.

55 The San Antonio River Authority hereby specifically authorizes the General Manager to make application to the Department. PASSED AND APPROVED this the 12 th day of January, ATTEST: SALLY BUCHANAN, Chairman HECTOR R. MORALES, Secretary

56 CERTIFICATE OF SECRETARY SAN ANTONIO RIVER AUTHORITY SAN ANTONIO, BEXAR COUNTY, TEXAS I hereby certify the above and foregoing to be a duplicate original of Resolution No. R-1519 of the Board of Directors of the SAN ANTONIO RIVER AUTHORITY as passed and approved by the members of said Board at a regular meeting of the Board of Directors of said AUTHORITY held on January 12, 2015, in San Antonio, Bexar County, Texas, at which a quorum was present, as shown by the Minutes of said meeting. IN TESTIMONY WHEREOF, witness my hand and the official seal of the SAN ANTONIO RIVER AUTHORITY on this the 12 th day of January, A.D., 2015, in San Antonio, Bexar County, Texas. HECTOR R. MORALES, Secretary

57 Operations Committee Meeting Date: 01/12/2015 Individual Item #: 9. Procurement of Water Quality Monitoring Equipment and Software Submitted By: Marie Hulsey Division: Technical Services Department: Environmental Sciences CAPTION PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING THE PURCHASE OF WATER QUALITY MONITORING EQUIPMENT AND SOFTWARE FOR THE ENVIRONMENTAL SCIENCES DEPARTMENT Presenter Marie Hulsey and Ernest Moran Estimated Presentation Time: 5 minutes The Environmental Sciences Department would like to purchase water quality monitoring equipment and software to support the installation of five automated stormwater monitoring sites at Cibolo Creek, Medio Creek, and San Pedro Creek within the San Antonio River Watershed. Equipment for these five sites will be used to monitor dissolved oxygen, temperature, ph, and conductivity. Data loggers will be purchased to record water quality parameters and transmit data to a hosting website via Geostationary Operational Environmental Satellite (GOES) transmission. Water quality monitoring sites will be outfitted with solar panels to provide power for data loggers and in-stream water quality monitoring equipment. The San Antonio River Authority obtained a quote for the equipment, which was above the $75,000 threshold for formal bids and requested an invitation for bid which advertised from December 14, 2014 through January 5, Bids were due on January 5, 2015, at 10:00 a.m. and the lowest, responsible bidder was Water Monitoring Solutions at a cost of $84,160. Currently, $89,326 is appropriated in the 2014/15 Adopted Budget for this purchase. Recommendation Motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation authorizing the General Manager to purchase Water Monitoring Equipment and Software from Water Monitoring Solutions in the amount of $84,160. Discussion Vote

58 Operations Committee Meeting Date: 01/12/2015 Individual Item #: 10. Award of a Construction Contract Submitted For: Amy Middleton Submitted By: Shelly Martin Division: Technical Services Department: Watershed Engineering CAPTION PRESENTATION, DISCUSSION AND APPROPRIATE ACTION REGARDING THE RATIFICATION OF AN OPERATION AND MAINTENANCE AGREEMENT WITH THE U.S. DEPARTMENT OF AGRICULTURE NATURAL RESOURCES CONSERVATION SERVICE AND THE ALAMO SOIL AND WATER CONSERVATION DISTRICT; AWARD OF A CONSTRUCTION CONTRACT FOR THE MARTINEZ 1, 2, AND 3 DAM REHABILITATION; AND APPROVAL OF ASSOCIATED BUDGET AMENDMENT Presenter Amy Middleton Estimated Presentation Time: 10 minutes The San Antonio River Authority (SARA) is managing the design, property acquisition, and construction associated with the Martinez 1, 2, and 3 Dam Rehabilitation Project. A Memorandum of Understanding between SARA and the Natural Resources Conservation Service (NRCS) in 2012 allowed the NRCS to provide planning as well as independent design review oversight on the project. The purpose of the project is to improve the Dams' operating efficiency to meet current Texas Commission on Environmental Quality and NRCS standards. Improvements primarily include earthwork to increase the height of the dams and improve the auxiliary spillways. SARA is providing project management services and construction administration through design and construction. The NRCS will provide construction inspection services throughout the construction of the project. SARA is required to enter into an Operations and Maintenance Agreement with the NRCS and Alamo Soil and Water Conservation District to assure the rehabilitated Dams function as designed and constructed. This project is funded by the NRCS, Bexar County, and Texas State Soil and Water Conservation Board (TSSWCB). On September 10, 2014, the NRCS awarded $7,524,500 and the TSSWCB awarded $1,223,000 in federal/state grant funding to fund a portion of this project. A budget amendment in the total amount of $8,747,500 to the fiscal year 2014/15 Adopted Budget is needed to appropriate funding. The following table shows the proposed budget amendment. Federal Grant Fund Increase Revenue Intergovernmental Revenue Increase Expenditures Martinez 1, 2, 3 Project Current Amended Budget Proposed Amendment New Appropriations $1,890,692 $7,524,500 $9,415,192 $0 $7,524,500 $7,524,500

59 State Grants Fund Increase Revenue Intergovernmental Revenue Increase Expenditures Martinez 1, 2, 3 Project Increase Expenditures Calaveras 10 Project Current Amended Budget Proposed Amendment New Appropriations $3,956,251 $1,223,000 $5,179,251 $0 $794,000 $794,000 $0 $429,000 $429,000 The project was advertised for construction on November 16, The bid opening date is January 6, The bid tabulation will be distributed to the Committee at the meeting. Recommendation Motion indicating Operations Committee support for presenting to the San Antonio River Authority Board of Directors a recommendation to a. ratify an operations and maintenance agreement with the U.S. Department of Agriculture Natural Resources Conservation Service and the Alamo Soil and Water Conservation District; b. award the Construction Contract for the Martinez 1, 2, & 3 Dam Rehabilitation Project to the successful bidder presented at the Committee meeting; and c. approve the proposed budget amendment of $8,747,500 to the appropriate funds. Discussion Vote M 1, 2, 3 O&M Agreements Attachments

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