NOTICE OF REGULAR MEETING. May 9, 2018 SHENANDOAH CITY COUNCIL

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1 NOTICE OF REGULAR MEETING May 9, 2018 SHENANDOAH CITY COUNCIL STATE OF TEXAS COUNTY OF MONTGOMERY CITY OF SHENANDOAH AGENDA NOTICE IS HEREBY GIVEN that a Meeting of the Shenandoah City Council will be held on Wednesday, May 9, 2018 at 7:00 p.m. at the City of Shenandoah Municipal Complex, IH-45 North, Shenandoah, Texas for the purpose of considering the following: 1. CALL TO ORDER 2. CALL OF ROLL 3. PLEDGE OF ALLEGIANCE 4. INVOCATION CITIZEN S FORUM 5. CITIZENS FORUM Citizens are invited to speak for three (3) minutes on matters relating to city government that relate to agenda or non-agenda items. Speakers are asked to stand up and approach the podium to address Council and give their name and address before sharing their comments. Responses to inquiries are limited by state law to a recitation of existing policy or a statement of specific factual information given in response to the inquiry. Any deliberation or decision by Council shall be limited to a proposal to place the subject on the agenda of a future meeting. INDIVIDUAL CONSIDERATION 6. Discussion regarding a resolution of support for the Grogan s Mill underpass. 7. Discussion regarding budget calendar. 8. Discussion of Council requests for the budget. 9. Discussion and possible action to approve an agreement with T-Mobile. 10. Discussion and possible action regarding Halloween Safe Streets and National Night Out. 11. Update of the City s finances for the past six months. 12. Update regarding Water Plant No City Administrator comments. Hazard mitigation grant City Council Meeting May 9, 2018 Page 1 of 3

2 14. CITIZENS FORUM Citizens are invited to speak for three (3) minutes on matters relating to city government that relate to agenda or non-agenda items. Speakers are asked to stand up and approach the podium to address Council and give their name and address before sharing their comments. Responses to inquiries are limited by state law to a recitation of existing policy or a statement of specific factual information given in response to the inquiry. Any deliberation or decision by Council shall be limited to a proposal to place the subject on the agenda of a future meeting. 15. Council s Inquiry Pursuant to Texas Government Code Sect , the Mayor and Council Members may inquire about a subject not specifically listed on this Agenda. Responses are limited to a recitation of existing policy or a statement of specific factual information given in response to the inquiry. Any deliberation or decision shall be limited to a proposal to place the subject on the agenda of a future meeting. EXECUTIVE SESSION Public notice is given that the City Council may elect to go into Executive Session at any time during the meeting in order to discuss any matters listed on the Agenda when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, to receive advice from legal counsel, to discuss matters of land acquisition, personnel matters or other lawful matters that are specifically related to items listed on this Agenda. Prior to any such closed session, the Mayor, in open session, will identify the agenda item to be discussed and the Section or Sections of Chapter 551 under which the closed discussion is authorized. Executive Session According to the Texas Open Meetings Act, Chapter 551 of the Texas Government Code as follows: i) Government Code Personnel Matters City Administrator a) Consideration and if determined appropriate, take action resulting from the item(s) listed under Executive Session. ADJOURN The Council may vote and/or act upon each of the items listed on this Agenda. One agenda item will be discussed at a time unless logic and practical consideration allow similar topics to be considered together for purposes of convenience and efficiency. The Council may retire into executive session concerning any of the items listed on this Agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Any discussion item on the City Council agenda permits City Council to question the involved parties or receive a presentation by the involved parties. City Hall is wheelchair accessible. A sloped entry is available at the entrance with specially marked parking spaces available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please City Council Meeting May 9, 2018 Page 2 of 3

3 contact the City Secretary s office at or Fax for information. I certify that the attached notice of meeting was posted on the bulletin board at City of Shenandoah Municipal Complex, IH-45 North, Shenandoah, Texas, on the_4 th day of_may_,2018 at: 3:10_o clock p.m. I further certify that the following news media was notified of this meeting as stated above: The Courier Courtney Clary, City Secretary City Council Meeting May 9, 2018 Page 3 of 3

4 Shenandoah City Council AGENDA REPORT AGENDA DATE: May 9, 2018 ITEM NUMBER: 6 DEPARTMENT: Administration PREPARED BY: Courtney Clary INITIATED BY: Mayor Wheeler EXHIBITS: SUBJECT/PROCEEDING: Discussion regarding a resolution of support for the Grogan s Mill underpass. EXECUTIVE SUMMARY: Discussion regarding a resolution of support from the City of Shenandoah City Council for the Grogan s Mill underpass. The Grogan s Mill underpass is a proposed traffic improvement by Montgomery County. RECOMMENDED ACTION: Discussion only BID AND AWARD: N/A BUDGET DATA: Expenditures Required Current Budget Expenditure Balance N/A N/A N/A BUDGET JUSTIFICATION: N/A Page 1 Revised 07/16

5 Page 2 of 2 BACKGROUND: The current concept by Montgomery County is for construction of an underpass along the North/South corridor of Grogan s Mill at the Research Forest intersection. This concept is in leu of the original plan, which was to construct an overpass on Research Forest or Grogan s Mill. POLICY/GOAL CONSIDERATION: LEGAL: APPROVED BY: DEPARTMENT MANAGER DATE: CITY MANAGER DATE: 05/04/2018

6 Shenandoah City Council AGENDA REPORT AGENDA DATE: May 09, 2018 ITEM NUMBER: 7 DEPARTMENT: Finance PREPARED BY: Lisa Wasner INITIATED BY: Lisa Wasner EXHIBITS: Proposed Budget Calendar SUBJECT/PROCEEDING: Discussion of budget calendar EXECUTIVE SUMMARY: A request has been made to change the accepted budget workshop dates that were originally scheduled for August 17 th and August 18 th. The new proposal would be for August 10 th and August 11 th. These workshop dates are to discuss primarily capital projects and follow up questions from the three previous budget discussions that will occur during the council meetings. Changes have been reflected in red print on the attached calendar. RECOMMENDED ACTION: Discussion only. BID AND AWARD: BUDGET DATA: Expenditures Required $0.00 Current Budget $0.00 Expenditure Balance $0.00 BUDGET JUSTIFICATION: Page 1 Revised 07/16

7 Page 2 of 2 BACKGROUND: Past practices have followed similar dates for the internal operations for composing the budget. Council, the City Administrator and department heads have typically met after work hours for 2-3 days to review the budget and work together to come to an agreement to approve the budget. POLICY/GOAL CONSIDERATION: Transparency LEGAL: N/A APPROVED BY: DEPARTMENT MANAGER DATE: CITY MANAGER DATE: 05/04/2018

8 2018 Budget Calendar May 9: May 11: Council Requests for Budget Capital requests due to City Admin. May 18: Draft budgets due to City Admin. June 18-21: June 25: July 11: Follow up meetings with departments Finalize proposed budget Budget books delivered 1st Budget Discussion July 25: Council Initial Inquiry on budget items and requests for information before next discussion 2nd Budget Discussion General Fund Revenue Police Finance Community Outreach Non-Department Fire Services Emergency Management Public Works Pool Parks Admin Trash/Recycling Debt Service R August 8: T June 7-8: Initial budget meetings with departments AF May 21-23: 3rd Budget Discussion Technology Court Tree Fund Park Beautification Fund Equipment Replacement Fund Community Development CVB Shenandoah Business Association Water/Sewer & Utility Billing D -Discuss tax Rate (record vote if plan to adopt rate higher than Effective Tax Rate) August 10-11: August 22 : o o Sept 5: Budget Workshops: Capital Projects discussion and selection Follow up questions from prior budget discussions First public hearing on tax rate, if necessary Public hearing and adopt budget; adopt tax rate if no hearings Special meeting to adopt budget and tax rate if public hearings

9 Shenandoah City Council AGENDA REPORT AGENDA DATE: May 9, 2018 ITEM NUMBER: 8 DEPARTMENT: Finance PREPARED BY: Lisa Wasner INITIATED BY: Lisa Wasner EXHIBITS: SUBJECT/PROCEEDING: Budget Requests EXECUTIVE SUMMARY: During budget calendar discussions, Council requested an agenda item for May 9 th to submit any requests to the budget. Each council member can propose an addition or change request but any and all additions and changes must be supported by the mayor for approval to be applied to the budget. RECOMMENDED ACTION: Discussion of requests BID AND AWARD: BUDGET DATA: Expenditures Required $0.00 Current Budget $0.00 Expenditure Balance $0.00 BUDGET JUSTIFICATION: BACKGROUND: This is a new practice that the city is doing in preparation for the upcoming budget. Page 1 Revised 07/16

10 Page 2 of 2 POLICY/GOAL CONSIDERATION: Transparency LEGAL: N/A APPROVED BY: DEPARTMENT MANAGER DATE: CITY MANAGER DATE: 05/03/2018

11 Shenandoah City Council AGENDA REPORT AGENDA DATE: May 9, 2018 ITEM NUMBER: 9 DEPARTMENT: Administrative PREPARED BY: Joseph Peart INITIATED BY: Joseph Peart EXHIBITS: T-Mobile Agreement SUBJECT/PROCEEDING: T-Mobile Lease Agreement EXECUTIVE SUMMARY: T-Mobile has approached the city requesting an agreement to pay for use of space on the city s water tower located at 109 Honey Berry St. The agreement stipulates that T-Mobile will pay the city $25,000 per year to lease 150 square feet of space for support equipment and space for three antenna located near the top of the water tower. The antenna will not interfere with the operations of the water tower. The agreement is for five years with 5 year renewals thereafter. RECOMMENDED ACTION: Staff recommends entering into this agreement with T-Mobile. BID AND AWARD: NA BUDGET DATA: Expenditures Required $0 Current Budget $0 Expenditure Balance $0 BUDGET JUSTIFICATION: NA Page 1 Revised 07/16

12 Page 2 of 2 BACKGROUND: T-Mobile approached the city requesting a lease agreement for placing antenna facilities on the city s water tower located at 109 Honey Berry St. Placing antennas on water towers is becoming more commonplace in Texas and throughout the country. Avoiding the cost of building a structure saves money for communications entities and allows them to pay competitively for leasing space on existing structures. The lease can provide an additional revenue source for the City and help pay for the regular maintenance costs of water facilities. POLICY/GOAL CONSIDERATION: NA LEGAL: T-Mobile is required to follow all rules and regulations of the Federal Communications Commission (FCC) and the Texas Commission of Environmental Quality (TCEQ) regarding this agreement. APPROVED BY: DEPARTMENT MANAGER DATE: CITY MANAGER DATE: 04/30/2018

13 SITE LEASE TRANSMITTAL Site Number: A3B0283E Date Turned In: <Date Turned In> Site Name: City Of Shenandoah WT Market: Houston Site Acquisition Coordinator: <Name Of Coordinator> Attached please find: 2 Landlord-signed leases 2 Landlord-signed/notarized memorandums Owner Authorization Agreement Landlord-signed W-9 Authorization to sign lease (if applicable) Market Information Market Entity Name: T-Mobile West LLC Type of Entity: Limited liability company Market address: 2 Greenway Plaza, Ste 1100 Houston, TX Director Name: Keith A. Haydon Director Title: Director, Engineering & Operations NOTE: Enter a space ( ) into any fields which do not apply Landlord Information Landlord Name: Landlord Entity: City of Shenandoah 2nd Landlord Name Additional Mailing Address (if any): (i.e. individual, Mailing corporation, LLC, etc.) IH-45 North Address: Mailing Shenandoah,Texas Phone Address: Number: Fax Number Phone Number: Fax Number: Site Information Site Address: 109 Honey Berry St. Conroe/TX/77384 Lease Terms Option Amount: $25,000 annually dollars Square Footage: Parcel Number: 64 square feet <Assessor's Tax Parcel Number> Lease Term: Renewal Term: Term five(5) years None Site Number: A3B0283E -I- Site Lease version Site Name: City Of Shenandoah WT Market: Error! Reference source not found.

14 Lease Terms Payee Name: Rent Amount: Rent Frequency: Rent Increase: Utilities: Lease Term: Renewal Terms: Cancel Terms: Insurance: Aggregate Insurance: City of Shenandoah $ Monthly five (5) years One Million ($1,000,000.00) Two Million ($2,000,000.00) Site Type: Lease Use Please choose one item below: Ground only Tower only Tower and Ground Rooftop x Watertank DAS (Distributed Antenna System) In-building Easement only Other, please specify Instructions: The above table form section of this document is protected so fill-in fields will populate in the lease and MOL, which are unprotected. Be sure to check fill-in fields and other sections carefully for accuracy and proper format make corrections. BE CAREFUL! Comments (no non-standard terms) Approved by: Legal/Lois Duran, Sr. Corporate Counsel Date Shon Sparks/Sr. Development Manager Date Anthony Randio/Site Development Manager Date Keith A. Haydon/Director Date Tami Nystrom/Regional Development Director Date Bentley Alexander/Vice President Date Site Number: A3B0283E -ii- Site Lease version Site Name: City Of Shenandoah WT Market: Houston

15 SITE LEASE AGREEMENT This SITE LEASE AGREEMENT (this Agreement ) is effective the date of the last signature on this Agreement (the Effective Date ) by and between the City of Shenandoah ( Landlord ) and T-Mobile West, LLC a Delaware ( Tenant ). Landlord and Tenant agree to the following: 1. Property Description. Landlord is the owner of the real property located at 109 Honey Berry St, Shenandoah, Texas as further described on Exhibit A (the Property ). The Property includes the Premises which is comprised of approximately 150 square feet as described on Exhibit B. 2. Landlord Cooperation. During the Lease Term (as defined below), Landlord will allow reasonable access, so long as it does not interfere with Landlord s operations, for Tenant to install and operate its Antenna Facilities (as defined below), which shall include, but not be limited to, access to the Property for inspections, testing, permitting related to the Permitted Uses (as defined below). 3. Antenna Facilities and Permitted Uses. Tenant leases the Premises only for its equipment, personal property and improvements associated with Tenant s wireless communications business (the Antenna Facilities ). The Premises may be used only for the construction, installation, operation, maintenance, repair, addition, upgrading, removal or replacement of the Antenna Facilities (the Permitted Uses ). The Antenna Facilities shall remain the exclusive property of Tenant and shall not be considered fixtures. Subject to Landlord s approval, Tenant, at its expense, may use any reasonable means to control, secure or restrict access to the Antenna Facilities. Subject to Landlord s prior written approval, if necessary to maintain service, Tenant may locate a cell on wheels, or other temporary antenna facility on the Property. 4. Lease Term. a) The Initial Term of the Lease shall be five (5) years commencing on the date upon which Tenant commences construction of the Antenna Facilities (the Commencement Date ), and ending at midnight on the day immediately preceding the fifth (5 th ) anniversary of the Commencement Date (the Initial Term ). The Initial Term, together with any Renewal Terms and Extended Periods are referred to collectively as the Term. b) The Initial Term shall automatically renew for five (5) successive renewal terms of five (5) years each (each a "Renewal Term"), provided, however, that Tenant may elect not to renew by providing notice prior to the expiration of the then current Term or that Landlord may elect not to renew by providing at least twelve (12) months notice prior to the expiration of the then current Term. 5. Rent/Other Charges. a) Upon the Commencement Date, Tenant shall pay Landlord rent, in advance, in the amount of two-thousand, eighty three & 33/100 ($2,083.33) per month (the Rent ). Tenant shall deliver Rent to Landlord at the address specified in Section 15, or by electronic payment. The first Rent payment shall be due on the Commencement Date. Subsequent Rent shall be payable by the fifth day of each month. Site Number: A3B0283E Site Lease version Site Name: Market: City Of Shenandoah WT Houston

16 c) Rent for any partial month shall be prorated on a per day basis, based on the number of days in the month in question. Landlord shall cooperate with Tenant regarding the use of any electronic rent payment systems or the provision of any associated documentation. Tenant may condition payment of Rent and any other sums payable under this Agreement upon Tenant s receipt of a duly completed IRS form W-9, or similar governmental form. d) Any charges payable under this Agreement other than Rent shall be billed by Landlord to Tenant within twelve (12) months from the date the charges were incurred or due; otherwise the charges shall be deemed time-barred and forever waived and released by Landlord. 6. Interference. Tenant shall not interfere with the radio frequency communications of Landlord or any of Landlord s existing tenants as of the Effective Date. After the Effective Date, Landlord shall not install, or permit any third party to install, any equipment or structures that interfere with the radio frequency communications of Tenant. Any such interference shall be deemed a material breach of this Agreement by Landlord and Landlord shall remove the cause of the interference within forty-eight (48) hours of notice. Tenant shall have the right to exercise all legal and equitable rights and remedies to end the interference. 7. Utility Services. a) Tenant shall have the right to connect and/or install new utility related equipment to service its Antenna Facilities, or cell-on-wheels after prior written approval by Landlord (collectively, the Utility Facilities ). b) Tenant shall be responsible for all utilities charges for electricity, or any other utility service used by Tenant on the Premises. Tenant shall install separate meters for Tenant s utility usage. 8. Access and Easements. a) Landlord shall furnish reasonable and secure access to the Premises on a 24-hours-a-day, 7- days-a-week basis to Tenant and Tenant s employees, agents, contractors and other designees. Tenant recognizes and agrees that Landlord is required to have its representative and perhaps security on site at all times that Tenant is on the Property. Tenant agrees to pay Landlord the sum of forty and 00/100 Dollars ($40.00) per hour for the time that Landlord s representative is on the Property because Tenant is accessing the Property. If Landlord is required to provide additional security for Tenant to access the Property, Tenant agrees to reimburse Landlord its reasonable costs of providing the additional security. b) Landlord grants Tenant, at no additional Rent or charge, easements on, over, under and across the Property for ingress, egress, communications, power and other utilities, construction, demolition and access to the Premises and any Utility Facilities (collectively, the Easements ) but only to the extent the easement is required for Tenants use of the Property, and approved in writing by the Landlord. 9. Termination. Tenant may terminate this Agreement without further liability, upon twelve (12) months prior written notice Landlord, for any of the following reasons: (i) changes in local or state laws or regulations which adversely affect Tenant s ability to operate; (ii) a Federal Communications Commission ( FCC ) ruling or regulation that is beyond the control of Tenant; (iii) technical or economic reasons; or (iv) if Site Number: A3B0283E Site Lease version Site Name: Market: City Of Shenandoah WT Houston

17 Tenant is unable to obtain any Governmental Approval required for the construction or operation of Tenant s Antenna Facilities. Upon twelve (12) months prior notice, Landlord may terminate this Agreement. 10. Casualty and Condemnation. If the Premises or Antenna Facilities are damaged or destroyed by wind, fire or other casualty, Tenant shall be entitled to negotiate, compromise, receive and retain all proceeds of Tenant s insurance and other claims and Tenant may terminate the Lease by written notice to Landlord. If the Premises, any Easements or Antenna Facilities are taken or condemned by power of eminent domain or other governmental taking, then: (a) Tenant shall be entitled to negotiate, compromise, receive and retain all awards attributable to (i) the Antenna Facilities, (ii) Tenant s leasehold interest in the Property, (iii) any moving or relocation benefit available to Tenant and (iv) any other award available to Tenant that is not attributable to Landlord s title to or interest in the Property and Tenant may terminate the Lease by written notice to Landlord. 11. Default and Right to Cure. A party shall be deemed in default under this Agreement if it fails to make any payment, or to perform any obligation required of it within any applicable time period specified and does not cure such breach within thirty (30) days after receipt of written notice of such breach from the nondefaulting party ( Default ). 12. Taxes. Landlord shall pay when due all real estate taxes and assessments for the Property, including the Premises. Notwithstanding the foregoing, Tenant shall reimburse Landlord for any personal property tax paid for by Landlord which is solely and directly attributable to the presence or installation of Tenant s Antenna Facilities during the Term. Landlord shall provide prompt and timely notice of any tax or assessment for which Tenant is liable. Tenant shall have the right to challenge any tax or assessment and Landlord shall cooperate with Tenant regarding such challenge. 13. Insurance and Subrogation and Indemnification. a) During the Term, Tenant and Landlord each shall maintain Commercial General Liability Insurance in amounts of One Million and no/100 Dollars ($1,000,000.00) per occurrence and Two Million and no/100 Dollars ($2,000,000.00) aggregate. Each party may satisfy this requirement by obtaining the appropriate endorsement to any master insurance policy such party may maintain. Tenant and Landlord shall each maintain all risk or special causes of loss property insurance on a replacement cost basis for their respectively owned real or personal property. b) Landlord and Tenant hereby mutually release each other (and their successors or assigns) from liability and waive all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils insured thereunder. In the event of an insured loss, neither party s insurance company shall have a subrogated claim against the other party. c) Subject to the property insurance waivers set forth in the preceding subsection (b), Landlord and Tenant each agree to indemnify and hold harmless the other party from and against any and all administrative and judicial actions and rulings, claims, causes of action, demands and liabilities, including reasonable attorneys fees, to the extent caused by or arising out of: (i) any negligent acts or omissions in the operations or activities on the Property by the indemnifying party or the employees, agents, contractors, licensees, tenants or subtenants of the indemnifying party, (ii) any spill or other release of any Hazardous Substances (as defined below) on the Property by the indemnifying party or the employees, agents, contractors, licensees, tenants or subtenants of the indemnifying party, or (iii) any breach of any obligation of the indemnifying party under this Agreement. The indemnifying party s obligations under this subsection are Site Number: A3B0283E Site Lease version Site Name: Market: City Of Shenandoah WT Houston

18 contingent upon its receiving prompt written notice of any event giving rise to an obligation to indemnify the other party and the indemnified party s granting it the right to control the defense and settlement of the same. d) Tenant shall not be responsible or liable to Landlord or any third party for any claims, damages, costs, expenses, including liens, fines, penalties or other enforcement actions, attributable to any preexisting violations of applicable laws, codes, ordinances or other regulations relating to the Property (collectively, Pre-Existing Violations ). To the extent Tenant is or may be required to cure such Pre-Existing Violations in order to obtain any Governmental Approvals for its Permitted Uses of the Premises, however, Tenant shall have the right, but not the obligation, to cure such Pre-Existing Violations, at Tenant s cost. e) The provisions of subsections (b) and (c) above shall survive the expiration or termination of this Agreement. 14. Notices. All notices, requests, demands and other communications shall be in writing and shall be effective three (3) business days after deposit in the U.S. mail, certified, return receipt requested or upon receipt if personally delivered or sent via a nationally recognized courier to the addresses set forth below. Landlord or Tenant may from time to time designate any other address for this purpose by providing written notice to the other party. If to Tenant, to: T-Mobile USA, Inc SE 38th Street Bellevue, WA Attn: Property Management/A3B0283 If to Landlord, to: c/o City Administrator City of Shenandoah IH-45 North Shenandoah, TX And with a copy to: William C. Ferebee O'Donnell, Ferebee & Frazer, PC 1790 Hughes Landing Blvd Suite 550 The Woodlands, TX Quiet Enjoyment, Title and Authority. Landlord covenants and warrants that: (a) Landlord has full right, power and authority to execute and perform this Agreement and to grant Tenant the leasehold interest and Easements contemplated under this Agreement. 16. Environmental Laws. Landlord and Tenant shall comply with all federal, state and local laws in connection with any substances brought onto the Property that are identified by any law, ordinance or regulation as hazardous, toxic or dangerous (collectively, the Hazardous Substances ). Tenant agrees to be Site Number: A3B0283E Site Lease version Site Name: Market: City Of Shenandoah WT Houston

19 responsible for all losses or damage caused by any Hazardous Substances that it may bring onto the Property and will indemnify Landlord for all such losses or damages. Landlord agrees to be responsible for all losses or damage caused by any Hazardous Substances on or entering the Property, except those brought onto the Property by Tenant Landlord represents that it has no knowledge of any Hazardous Substances on the Property. 17. Assignment. Tenant shall have the right to assign or otherwise transfer this Lease and the Easements (as defined above) granted herein after written consent from Landlord. If Landlord does not consent to Tenant s proposed assignment or transfer, Tenant may terminate this Agreement. 18. Relocation. Landlord must provide Tenant at least ninety (90) days written notice of any repairs, maintenance or other work (the Work ) during the Term of the Lease which would require the relocation of the Antenna Facilities. 19. Tenant damage. Tenant agrees to reimburse Landlord for any damage to Landlord s property caused by Tenant. 20. Tenant certifies that it does not boycott Israel and will not during the term of this Agreement and will so certify. 21. Miscellaneous. a) The prevailing party in any litigation or other legal proceedings arising under this Agreement (including any appeals and any insolvency actions) shall be entitled to reimbursement from the non-prevailing party for reasonable attorneys fees and expenses. b) This Agreement constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements with respect to the subject matter and Property. Any amendments to this Agreement must be in writing and executed by both parties. c) Landlord agrees to cooperate with Tenant in executing any documents which Tenant deems necessary to insure, protect Tenant s rights in, or use of, the Premises. Landlord shall execute and deliver: (i) a Memorandum of Lease in substantially the form attached as Exhibit C; and (ii) if the Property is encumbered by a deed, mortgage or other security interest (each, a Mortgage ), a subordination, non-disturbance and attornment agreement using Tenant s form. d) This Agreement shall be construed in accordance with the laws of the state or territory in which the Property is located, without regard to the principles of conflicts of law. e) If any term of this Agreement is found to be void or invalid, the remaining terms of this Agreement shall continue in full force and effect. Any questions of particular interpretation shall be interpreted as to their fair meaning. f) Each party hereby represents and warrants to the other that this Agreement has been duly authorized, executed and delivered by it, and that no consent or approval is required by any lender or other person or entity in connection with the execution or performance of this Agreement. Site Number: A3B0283E Site Lease version Site Name: Market: City Of Shenandoah WT Houston

20 g) If either party is represented by any broker or any other leasing agent, such party is responsible for all commission fee or other payment to such agent. h) This Agreement and the interests granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. i) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Signed facsimile and electronic copies of this Agreement shall legally bind the Parties to the same extent as original documents. LANDLORD: City of Shenandoah By: Printed Name: Title: Date: TENANT: T-MOBILE WEST LLC By: Printed Name: Title: Date: T-Mobile Legal Approval Site Number: A3B0283E Site Lease version Site Name: Market: City Of Shenandoah WT Houston

21 EXHIBIT A Legal Description The Property is legally described as follows: [Enter legal description, property address and tax parcel information here or on attachment(s)] Site Number: A3B0283E A-1 Site Lease version Site Name: City Of Shenandoah WT Market: Error! Reference source not found.

22 EXHIBIT B Subject to the terms and conditions of this Agreement, the location of the Premises is generally described and depicted as shown below or in the immediately following attachment(s). Site Number: A3B0283E C-1 Site Lease - version Site Name: City Of Shenandoah WT Market: Error! Reference source not found.

23 EXHIBIT C Memorandum of Lease [CONFIRM HEADING/MARGINS/FORMAT CONFORM TO STATE AND LOCAL REQUIREMENTS] After Recording, Mail To: APN: Loan No. MEMORANDUM OF LEASE A Site Lease Agreement (the Agreement ) by and between City of Shenandoah ( Landlord ) and T- Mobile West LLC ( Tenant ) was made regarding a portion of the following property (as more particularly described in the Agreement, the Premises ): See Attached Exhibit A incorporated herein for all purposes. Without limiting the terms and conditions of the Agreement, Landlord and Tenant hereby acknowledge the following: 1. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Agreement. 2. The Agreement shall constitute a lease (the Lease ), the term of which shall initially be for five (5) years and will commence on the date upon which Tenant exercises its Option (the Commencement Date ). 3. Tenant shall have the right to extend the Lease for five (5) successive renewal terms of five (5) years each (each a "Renewal Term"). 4. This memorandum is not a complete summary of the Lease. It is being executed and recorded solely to give public record notice of the Lease with respect to the Premises. Provisions in this memorandum shall not be used in interpreting the Lease provisions and in the event of conflict between this memorandum and the said unrecorded Lease, the unrecorded Lease shall control. 5. This memorandum may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum effective as of the date of the last party to sign. Site Number: A3B0283E C-2 Site Lease South Version Site Name: City Of Shenandoah WT Market: Houston

24 LANDLORD: City of Shenandoah By: Printed Name: Title: Date: TENANT: T-MOBILE WEST LLC By: Printed Name: Title: Date: Site Number: A3B0283E C-3 Site Lease South Version Site Name: City Of Shenandoah WT Market: Houston

25 [Notary block for Landlord] [Landlord Notary block for a Corporation, Partnership,or Limited Liability Company] STATE OF ) ) ss. COUNTY OF ) This instrument was acknowledged before me on by, [title] of a [type of entity], on behalf of said [name of entity]. Dated: Notary Public Print Name My commission expires (Use this space for notary stamp/seal) [Notary block for Tenant] STATE OF ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of T- Mobile West LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Site Number: A3B0283E C-4 Site Lease South Version Site Name: City Of Shenandoah WT Market: Houston

26 Notary Public Print Name My commission expires (Use this space for notary stamp/seal) Site Number: A3B0283E C-5 Site Lease South Version Site Name: City Of Shenandoah WT Market: Houston

27 Memorandum of Lease - Exhibit A Legal Description The Property is legally described as follows: Site Number: A3B0283E C-6 Site Lease South Version Site Name: City Of Shenandoah WT Market: Houston

28 Site Number: A3B0283E C-7 Site Lease South Version Site Name: City Of Shenandoah WT Market: Houston

29 Shenandoah City Council AGENDA REPORT AGENDA DATE: May 9, 2018 ITEM NUMBER: 10 DEPARTMENT: Police PREPARED BY: Raymond M. Shaw INITIATED BY: Raymond M. Shaw EXHIBITS: Halloween Safe Streets 2018 SUBJECT/PROCEEDING: Presentation the year Police Department events, recommending to council for dates and location for National Night Out and Halloween Safe Streets. EXECUTIVE SUMMARY: This year staff recommends National Night Out be held on Tuesday, October 2, 2018 at the City Park from 6pm to 8pm. In addition, staff recommends that Halloween Safe Street be held on Wednesday October 31, 2018, from 6pm to 8pm, utilizing Holly Hill Drive, Hickory Ridge Drive, Blue Ridge Drive, and Thornwood Drive,. See attached map. RECOMMENDED ACTION: Council to approve. BID AND AWARD: N/A BUDGET DATA: Expenditures Required $13, Current Budget $13, Expenditure Balance $13, BUDGET JUSTIFICATION: We budget $6, for National Night Out to cover the expenses of putting the event together. We Budget $7, for Halloween Safe Street for the candy, bags and glow sticks distributed during the event. Page 1 Revised 07/16

30 Page 2 of 2 BACKGROUND: These two events have been sponsored by the city for over 20 years. POLICY/GOAL CONSIDERATION: N/A LEGAL: N/A APPROVED BY: DEPARTMENT MANAGER DATE: 4/30/2018 CITY MANAGER DATE: 05/04/2018

31 Shenandoah City Council AGENDA REPORT AGENDA DATE: 5/9/2018 ITEM NUMBER: 11 DEPARTMENT: Finance PREPARED BY: Lisa Wasner 2018 Six Month Financial Overview INITIATED BY: Mike McLeod EXHIBITS: Report SUBJECT/PROCEEDING: Presentation of six-month financial overveiw EXECUTIVE SUMMARY: The following reports shows a summary of revenues, expenses and available cash (reserves) for each of the three major funds (general fund, CVB, and water & sewer) within the city. Each summary is the result of activity seen from October to March and also includes a five year historical view for the same time span. RECOMMENDED ACTION: Presentation Only BID AND AWARD: NA BUDGET DATA: Expenditures Required $NA Current Budget $ Expenditure Balance $ BUDGET JUSTIFICATION: NA Page 1 Revised 07/16

32 Page 2 of 2 BACKGROUND: The city operates on a fiscal year with a start date of October 1 st and an end date of September 30 th. March 30 th is the halfway point of the year. The city has expenses during the year that are routine purchases that occur on a monthly, quarterly, or semi-annually schedule as well as one time purchases. POLICY/GOAL CONSIDERATION: Transparency LEGAL: NA APPROVED BY: DEPARTMENT MANAGER 05/03/18 CITY MANAGER DATE: 5/3/2018

33 City of Shenandoah Six Month Financial Overview Prepared By: L. Wasner

34 Summary of Revenues GENERAL FUND Sales tax accounts for typically 65% to 70% of overall general fund revenue. Below shows a 5 year comparison of revenues recorded over the first half of the city s fiscal year. $5,000, $4,500, $4,000, $3,500, $3,000, $2,500, $2,000, $1,500, Summary of General Fund Revenues - 5 Year Comparison $1,000, Below shows a breakdown of major general fund revenue sources: Summary of General Fund Revenue - 5 Year Comparison Development Fees $ - $ - $ 6, $ 4, $ 5, Property Taxes $ 787, $ 781, $ 827, $ 828, $ 880, Drink Tax $ 100, $ 118, $ 117, $ 127, $ 139, Sales Tax $ 2,693, $ 2,547, $ 3,301, $ 2,781, $ 2,880, Building Permits $ 237, $ 199, $ 290, $ 260, $ 205, Other Permits $ 6, $ 8, $ 7, $ 10, $ 7, Franchise Fees $ 34, $ 112, $ 103, $ 106, $ 110, Code Enforcement Violation $ - $ - $ - $ - $ Pool Use Fees $ 1, $ 1, $ $ $ Court Fines & Fees $ 17, $ 17, $ 16, $ 7, $ 7, Leases $ 6, $ 13, $ 10, $ 10, $ 10, Payment in Lieu of Taxes $ - $ - $ - $ 58, $ 40, Undesignated $ 35, $ 79, $ 24, $ 6, $ 10, Proceeds from Sale of Capital Assets $ 64, $ 17, $ 17, $ 18, $ 32, TOTALS $ 3,984, $ 3,897, $ 4,724, $ 4,222, $ 4,331,689.88

35 CONVENTION & VISITORS BREAU The majority of the CVB revenue comes from hotel & motel occupancy tax. The city imposes a 7% tax on top of the state 6% tax. The city currently has 10 operational hotels and motels. Below shows a 5 year comparison of revenues recorded over the first half of the city s fiscal year: $800, $700, $600, $500, $400, $300, $200, $100, Summary of CVB Revenues - 5 Year Comparison $ Below shows a breakdown of major CVB revenue sources: Summary of CVB Revenue - 5 Year Comparison Hotel & Motel Tax $ 407, $ 502, $ 560, $ 479, $ 752, Undesignated $ 3, $ 2, $ $ 1, $ 1, TOTALS $ 410, $ 504, $ 560, $ 480, $ 753,844.02

36 WATER & SEWER FUND The majority of the revenues for the water & sewer fund comes from utility sales to the city. We currently have 1,008 residential accounts and 190 commercial accounts. Below shows a 5 year comparison of revenues recorded over the first half of the city s fiscal year: Summary of Water & Sewer Revenues - 5 Year Comparison $1,300, $1,250, $1,200, $1,150, $1,100, $1,050, $1,000, $950, $900, $850, $800, Below shows a breakdown of major water & sewer revenue sources: Summary of Water & Sewer Revenue - 5 Year Comparison Water $ 523, $ 449, $ 626, $ 537, $ 651, Sewer $ 438, $ 397, $ 485, $ 403, $ 494, Penalty $ 9, $ 8, $ 15, $ 17, $ 12, Tap Fees $ 54, $ 72, $ 21, $ 18, $ 18, Temporary Water Meters $ 8, $ 3, $ 1, $ 2, $ - Groundwater Reduction Plan Fees $ 61, $ 64, $ 74, $ 70, $ 82, Lonestar Groundwater Conservation District $ 6, $ 6, $ 7, $ 7, $ 11, TOTALS $ 1,101, $ 1,002, $ 1,233, $ 1,056, $ 1,270,985.10

37 Summary of Expenses Expenses are broken down into four categories in each department. These costs include personnel costs, contractual services, supplies & equipment, and other operational costs. The majority of general revenue expenditures are personnel costs. GENERAL FUND The charts and graphs below show a 5 year comparison of expenses recorded over the first half of the city s fiscal year: $4,000, $3,500, $3,000, $2,500, $2,000, $1,500, $1,000, $500, Summary of General Fund Expenses - 5 Year Comparison $ Summary of Department Spending - 5 Year History $1,500, $1,450, $1,400, $1,350, $1,300, $1,250, $1,200, $1,150, $1,100, $1,050, $1,000, $950, $900, $850, $800, $750, $700, $650, $600, $550, $500, $450, $400, $350, $300, $250, $200, $150, $100, $50, $ Admin Finance Community Outreach Non- Dept Emergency Mangement Police Court Public Works Pools Parks Capital Projects & Infrastructure

38 Summary General Fund of Expenses - 5 Year Comparison Administration Personnel Costs $ 238, $ 279, $ 301, $ 293, $ 332, Contractural Services $ 119, $ 88, $ 110, $ 216, $ 109, Supplies & Equipment $ 7, $ 11, $ 16, $ 9, $ 17, Other Operation Cost $ 25, $ 32, $ 27, $ 35, $ 25, $ 390, $ 411, $ 457, $ 554, $ 484, Finance Personnel Costs $ 140, $ 150, $ 142, $ 160, $ 98, Contractural Services $ 26, $ 27, $ 25, $ 2, $ 30, Supplies & Equipment $ $ 1, $ 3, $ $ 2, Other Operation Cost $ 3, $ $ 2, $ 1, $ $ 171, $ 181, $ 174, $ 165, $ 131, Community Outreach Other Operation Cost $ 25, $ 29, $ 16, $ 19, $ 22, Non- Department Personnel Costs $ 297, $ 347, $ - $ 463, $ 462, Contractural Services $ 39, $ 40, $ 390, $ 192, $ 23, Supplies & Equipment $ 84, $ - $ 316, $ - $ - Other Operation Cost $ 38, $ 83, $ 77, $ 84, $ 84, $ 459, $ 471, $ 784, $ 740, $ 570, Emergency Mangement Contractural Services $ 27, $ 2, $ 2, $ - $ - Supplies & Equipment $ - $ $ 1, $ $ - Other Operation Cost $ - $ - $ - $ $ - $ 27, $ 2, $ 3, $ $ - Police Personnel Costs $ 998, $ 1,137, $ 1,041, $ 1,185, $ 1,125, Contractural Services $ 25, $ 32, $ 29, $ 33, $ 31, Supplies & Equipment $ 30, $ 3, $ 24, $ 94, $ 186, Other Operation Cost $ 64, $ 55, $ 46, $ 54, $ 57, $ 1,118, $ 1,229, $ 1,142, $ 1,368, $ 1,400, Court Personnel Costs $ 19, $ 33, $ 31, $ 36, $ 42, Contractural Services $ 2, $ 1, $ $ $ 1, Supplies & Equipment $ $ - $ $ - $ Other Operation Cost $ - $ - $ - $ - $ $ 21, $ 34, $ 32, $ 37, $ 44, Public Works Personnel Costs $ 199, $ 250, $ 132, $ 141, $ 130, Contractural Services $ 174, $ 227, $ 146, $ 149, $ 112, Supplies & Equipment $ 14, $ 16, $ 10, $ 7, $ 7, Other Operation Cost $ 36, $ 30, $ 47, $ 47, $ 49, $ 424, $ 524, $ 336, $ 345, $ 298, Pools Personnel Costs $ 3, $ 3, $ 4, $ 3, $ 5, Contractural Services $ 1, $ 1, $ 1, $ 4, $ 1, Supplies & Equipment $ 1, $ 3, $ 1, $ $ 3, Other Operation Cost $ 3, $ 2, $ $ 4, $ 14, $ 10, $ 11, $ 7, $ 14, $ 25, Parks Personnel Costs $ - $ - $ - $ - $ - Contractural Services $ $ 1, $ 1, $ 3, $ 3, Supplies & Equipment $ $ $ 1, $ 6, $ 3, Other Operation Cost $ 16, $ 9, $ 1, $ 1, $ 1, $ 17, $ 11, $ 3, $ 11, $ 8, Capital Projects & Infrastructure Personnel Costs $ - $ - $ 145, $ 183, $ 113, Contractural Services $ - $ - $ 18, $ 21, $ 45, Supplies & Equipment $ - $ - $ 1, $ $ 1, Other Operation Cost $ - $ - $ $ 4, $ 4, $ - $ - $ 166, $ 210, $ 164, TOTALS $ 2,667, $ 2,907, $ 3,126, $ 3,467, $ 3,151,571.74

39 CVB The charts and graphs below show a 5 year comparison of expenses recorded over the first half of the city s fiscal year: $500, $450, $400, $350, $300, $250, $200, $150, $100, $50, Summary of CVB Expenses - 5 Year Comparison $ Summary of CVB Expenses - 5-Year Comparison Personnel Costs $ 42, $ 60, $ 66, $ 83, $ 70, Contractual Services $ 108, $ 104, $ 121, $ 126, $ 119, Supplies & Equipment $ $ $ 18, $ 1, $ Other Operation Cost $ 14, $ 247, $ 20, $ 225, $ 36, TOTALS $ 166, $ 413, $ 227, $ 437, $ 226,566.54

40 WATER & SEWER The charts and graphs below show a 5 year comparison of expenses recorded over the first half of the city s fiscal year: $580, $560, $540, $520, $500, $480, $460, Summary of Water & Sewer Expenses - 5 Year Comparison $440, Summary of Water & Sewer Expenses - 5 Year Comparison Water & Sewer Personnel Costs $ 227, $ 252, $ 208, $ 236, $ 237, Contractual Services $ 53, $ 46, $ 56, $ 26, $ 54, Supplies & Equipment $ 29, $ 35, $ 37, $ 34, $ 43, Other Operation Cost $ 184, $ 174, $ 168, $ 170, $ 206, $ 495, $ 508, $ 470, $ 468, $ 541, Utility Billing Contractual Services $ 10, $ 11, $ 10, $ 10, $ 11, Supplies & Equipment $ 4, $ 2, $ 3, $ 1, $ 2, Other Operation Cost $ 1, $ 1, $ 1, $ 1, $ 1, $ 15, $ 15, $ 15, $ 13, $ 15, TOTALS $ 511, $ 524, $ 486, $ 481, $ 556,942.13

41 Summary of Available Cash (Reserves) The city recognizes available cash also known as reserves as Cash Assets less liabilities less planned draw on reserves. [Cash Assets Liabilities Planned draw on Reserves = Available Cash (Reserves)] The number changes daily due to cash flows and city operations. Since the city does not do periodic budgeting, the number can fluctuate significantly month over month. The city did not formally start recording this number in this manner until last May but the Finance Department has worked with historical information to get a close estimate of what it has been in the past. The charts below show a 4 year historical year over year reserve amount at the city s six month point: March 2015 General Fund Reserves - 4 Year Comparison March March March 2018 $ 4,696, $ 5,187, $ 4,706, $ 5,670, March 2015 CVB Reserves - 4 Year Comparison March March March 2018 $ 1,103, $ 1,604, $ 1,870, $ 2,676, March 2015 Water & Sewer Reserves - 4 Year Comparison March March March 2018 $ 2,480, $ 1,988, $ 2,691, $ 1,199,147.71

42 Shenandoah City Council AGENDA REPORT AGENDA DATE: May 9, 2018 ITEM NUMBER: 12 DEPARTMENT: Capital Projects and Infrastructure PREPARED BY: Kenny Eickelberg INITIATED BY: Kenny Eickelberg EXHIBITS: Schier CO Estimates SUBJECT/PROCEEDING: Discussion regarding Water Plant No. 4 Facility Project, Change Order No EXECUTIVE SUMMARY: As the project nears completion, staff is reviewing the site as it relates to operational needs. A few of items were seen and costs were requested from the contractor to complete those items. The items are: 1) Sod around the site s outer slopes. The soil used to build up the site erodes quickly during rain events. Sod will provide site stability more quickly than hydro seeding. The cost estimate from the contractor is $5,500. This is for over 9,000 square feet of sod. 2) A concrete swale for major site runoff to flow to the pond to reduce erosion. The cost estimate from the contractor is $3,500. This aids in meeting our storm water requirements. 3) Additional concrete sidewalk, staff is required to take regular samples from the ground storage tank and fuel the generator. A sidewalk is being placed so that these tasks are completed on a solid surface. The sidewalks also are a safety improvement over the rock/grass that was part of the original contract. The cost estimate from the contractor is $4,800. Total cost for the change order is $13,800. The contract had $15,000 for contingency funds. $9,600 was previously used to raise the pump building roof leaving $5,400. This change order will require the contract amount to be increased by $8,400. The engineer s cost estimate was $2,500,000, the project bid cost was $1,754, This change order increases the total project cost to $1,762,450 a 0.48% increase. RECOMMENDED ACTION: Discussion BID AND AWARD: BUDGET DATA: Expenditures Required Facility $8, Current Budget Facility $2,500, Expenditure Balance $737, Page 1 Revised 07/16

43 Page 2 of 2 BUDGET JUSTIFICATION: This project was approved in the 2015/2016 budget. BACKGROUND: POLICY/GOAL CONSIDERATION: N/A LEGAL: APPROVED BY: DEPARTMENT MANAGER 5/3/2018 CITY MANAGER DATE: 5/4/2018

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