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AGENDA MEETING OF THE SAN ANTONIO WATER SYSTEM BOARD OF TRUSTEES October 1, 2013, 9:00 A.M. 6th Floor Board Room #609 Administrative Offices 2800 U. S. 281 North, San Antonio, Texas 1. MEETING CALLED TO ORDER. 2. Announcements. A. The San Antonio System Board of Trustees will, during the Meeting, close the Meeting and hold an Executive Session pursuant to and in accordance with Chapter 551 of the Texas Open Meetings Act. The Board of Trustees may, at any time during the Meeting, close the Meeting and hold an Executive Session for consultation with its attorneys concerning any of the matters to be considered during the Meeting pursuant to Chapter 551 of the Texas Open Meetings Act. 3. Minutes. A. Approval of the Minutes of the San Antonio System Board of Trustees Regular Meeting of September 10, 2013. 4. Ceremonial and Recognition Items. 5. Individuals to be Heard. CONSENT AGENDA ITEMS Items 6 25 ITEMS CONCERNING THE PURCHASE OF EQUIPMENT, MATERIALS AND SUPPLIES SAN ANTONIO WATER SYSTEM HANDICAPPED ACCESSIBILITY STATEMENT The San Antonio System Buildings and Meeting Rooms are accessible to individuals with disabilities. Accessible visitor parking spaces as well as the accessible entrance and ramp are located at the west side main entrance of the SAWS Headquarters Building, Tower I, 2800 U.S. Highway 281 North. Individuals with disabilities in need of auxiliary aids and services, including Deaf interpreters, must request such aids and services forty-eight (48) hours prior to the meeting. For assistance, contact the Board Administrator at 210-233- 3690 or 711 (Texas Relay Service for the Deaf). BOARD MEETING 1 10-01-13

6. A Resolution accepting recommendations regarding the contracting for certain services, equipment, materials, and supplies, and authorizing the acceptance of bids as follows: (DOUG EVANSON YVONNE TORRES) A. Award of Contracts for the Purchase of Materials, Equipment and Services. (SAWS-DSP) 5. (SAWS-DSP) 6. 1. Acceptance of the bid of Xylem Solutions USA, Inc. to provide: Purchase of Ceramic Disc Diffusers and Accessories, Bid No. 13-1500, for a total of $243,747.80. 2. Acceptance of the bid of Royall Matthiessen to provide: Various Types of Industrial Equipment, Bid No. 13-1499, Items 2,3,4 & 8, for a total of $58,080.00. 3. Acceptance of the bid of MSC Industrial Supply to provide: Various Types of Industrial Equipment, Bid No. 13-1499, Items 6 & 7, for a total of $38,942.00. 4. Acceptance of the bid of Mustang Equipment to provide: Various Types of Industrial Equipment, Bid No. 13-1499, Items 1 & 5, for a total of $24,781.00. Acceptance of the bid of Alterman, Inc. to provide: One Time Purchase of Security Cameras, Video Recorders and Other Components, Bid No. 13-1491, Group 1, for a total of $283,866.00. Acceptance of the bid of Major, Inc. dba Rx Technology, Inc. to provide: One Time Purchase of Security Cameras, Video Recorders and Other Components, Bid No. 13-1491, Group 2, for a total of $26,729.42. B. Award of Annual Service and Supply Contracts. Estimated annual purchases are based on unit prices bid. Actual totals may vary from estimate. (SAWS-DSP) 4. 1. Acceptance of the bid of Xerox Corp. to provide: Xerox Printer Toner Supplies, Bid No. 12-1318, for a total of $88,220.00. 2. Acceptance of the bid of GE MDS, LLC to provide: GE MDS Radios, Bid No. 13-1411, for a total of $165,464.00. 3. Acceptance of the bid of Kinloch Equipment & Supply, Inc. to provide: Sewer Cleaning Tools, Bid No. 13-1034, for a total of $46,906.38. Acceptance of the bid of Badger Meter, Inc. to provide: Meter Strainers, Bid No. 13-0034, for a total of $48,655.00. C. Authorization to Utilize the City of San Antonio s Competitive Bidding Process for Annual Contracts. Estimated annual purchases are based on unit prices bid. Actual totals may vary from estimate. D. Authorization to Utilize the City of San Antonio s Competitive Bidding Process for Biennial Contracts. Estimated annual purchases are based on unit prices bid. Actual totals may vary from estimate. E. Award of Biennial Service and Supply Contracts. Estimated annual purchases are based on unit prices bid. Actual totals may vary from estimate. BOARD MEETING 2 10-01-13

CAPITAL IMPROVEMENT CONTRACTS PROJECTS INVOLVING IMPROVEMENTS, EXTENSIONS AND ADDITIONAL CAPACITY Developer Customer Contracts 7. A Resolution approving Utility Service Agreements to provide water and/or wastewater service to the tracts listed below which are located over the Edwards Aquifer Recharge or Contributing Zone and are within the 5-mile Awareness Zone of Camp Bullis. All tracts are located within Bexar County. (KELLEY NEUMANN SAM MILLS) No. Tract Name Developer Acreage 1 2 Cross Mountain Gospel Hall Henderson Pass 3 KVW-10 4 5 6 7 Royal Oak Estates Sendero U.S. 281 Development Shavano Park Unit 16A-1, Lot 1813 A Shavano Park Unit 16A-1, Lot 1813 B Cross Mountain Development, Ltd.. DISTRICT SPECIAL PROJECT (BMWD) Board Reason BOARD MEETING 3 10-01-13 8.756 14 0 NO CZ/B Inside Outside Daniel A. Holt 1.25 4 4 NO EARZ/B Inside Inside IH-10/Oak Drive Land Ventures, Ltd. Great America Companies Sendero Ranch Dev. Ltd. SA ASC Real Estate, LLC M2G Stone Oak, Ltd. 4.58 10 3 NO CZ/B Inside Outside 60 135 124 NO CZ/B Inside Inside 20.7 256 228 NO EARZ/B Inside Inside 1.043 7 7 NO EARZ/B Inside Inside 2.037 16 8 NO EARZ/B Inside Inside 8 Pfeiffer Lee IH10 RLV, LP 18.97 200 200 NO EARZ/B Inside Outside Totals 117.336 642 574 Totals (January- October 2013) 854.760 3432 3063 8. A Resolution approving Utility Service Agreements to provide water and/or wastewater service to the tracts listed below which are located over the Edwards Aquifer Recharge or Contributing Zone and are not within the 5-mile Awareness Zone of Camp Bullis. All tracts are located within Bexar County. (KELLEY NEUMANN SAM MILLS) No. Tract Name Developer Acreage 1 BBVA Compass Helotes Branch Compass Bank Totals 3.566 5 5 Totals (January-October 2013) 1938.5 4857 4412 DISTRICT SPECIAL PROJECT (BMWD) Board Reason 3.566 5 5 NO EARZ Inside Outside

EDU/Acreage Comparison Totals 2013-2012 (Year to Date - All Categories) EDU/Acreage Comparison Totals 2013 2012 Total Acreage Total EDU s Total EDU s TOTAL (October 2013) 10027.241 44256 36621 TOTAL (October 2012) 4082.77 13526.50 12614.03 Production, Transmission and Treatment Improvements 9. A Resolution approving the expenditure of funds in an amount not to exceed $79,724.00 in connection with the Hidden Springs Residential PRV Project. Total expenditures: $79,724.00. (KELLEY NEUMANN FRANCES PLOCEK) 10. A Resolution approving the expenditures of funds in an amount not to exceed $198,416.00 in connection with the Dominion Residential PRV Project. Total expenditures: $198,416.00. (KELLEY NEUMANN FRANCES PLOCEK) 11. A Resolution ratifying the actions of the Senior Vice President of Strategic Resources in approving Change Order No. 4, in the amount of $84,549.30, payable to Pesado Construction Co., in connection with the Azucena Street 30-Inch Sewer Project and approving additional construction contingency expenses in an amount not to exceed $25,000.00. Total expenditures: $84,549.30. (KELLEY NEUMANN FRANCES PLOCEK) Professional Services 12. A Resolution awarding a consultant contract to SWCA Environmental Consultants in an amount not to exceed $647,315.00 in connection with the Resources Integration Program and the 48-Inch Main Micron to Anderson Tank Phase II Project, Karst Invertebrate Species Habitat Conservation Plan. Total expenditures: $647,315.00. (KELLEY NEUMANN FRANCES PLOCEK) REPLACEMENT AND ADJUSTMENT PROJECTS Governmental Relocations and Replacements 13. A Resolution approving the expenditures of funds in the amount of $485,510.77 for the replacement and adjustment of water and sewer facilities by the City of San Antonio in connection with the Medical Center Intersection Improvements Phase IX Babcock Rd & Hamilton Wolfe Project and an amount not to exceed $48,551.08 for related construction contingency expenses. Total expenditures: $534,061.85. (KELLEY NEUMANN JOE CARRENO) 14. A Resolution approving the expenditure of funds in the amount of $214,347.00 for the replacement and adjustment of water facilities by Bexar County in connection with the Henze Road LWC (SA-47) Project and an amount of $42,869.40 for related construction contingency expenses. Total expenditures: $257,216.40. (KELLEY NEUMANN JOE CARRENO) BOARD MEETING 4 10-01-13

Professional Services 15. A Resolution awarding a professional services contract to Lockwood, Andrews, Newman, Inc., in an amount not to exceed $173,810.00 in connection with the Bulverde Road Phase IV: Marshall to 6,300 Feet North Project. Total expenditures: $173,810.00. (KELLEY NEUMANN JOE CARRENO) 16. A Resolution awarding a professional services contract to LNV, Inc., in an amount not to exceed $210,808.00 in connection with the Candlewood Subdivision Phase I Project. Total expenditures: $210,808.00. (KELLEY NEUMANN JOE CARRENO) WATER RESOURCES PROJECTS 17. A Resolution, concerning the District Special Project, awarding a construction contract to Payton Construction, Inc., in the amount of $1,375,000.00 for the DSP (DSP) Well Meter Replacement Project and approving construction contingency expenses in an amount not to exceed $68,780.00 in connection with the project work. Total expenditures: $1,443,750.00. (CHARLES AHRENS DARREN THOMPSON) EASEMENTS AND REAL PROPERTY 18. A Resolution approving the acquisition of a permanent water line easement affecting 0.454 acres located east of Lone Star Parkway, north of Wise Trail, in the Alamo Ranch Enclave Subdivision, in the northwest quadrant of Bexar County, Texas in connection with the Resources Integration Program, Project 1: Pipeline, Segment III; authorizing the expenditure of funds from the Project Fund in a total amount not to exceed $111,020.00 for the acquisition of the easement and related closing and title insurance costs; authorizing the President/Chief Executive Officer or his duly appointed designee to execute all documents necessary to effectuate the acquisition of the easement and to pay an amount not to exceed $107,020.00 to Meritage Homes of Texas, L.P., a Texas limited partnership via Capital Title of Texas as escrow agent and up to $4,000.00 to Capital Title of Texas for related closing and title insurance costs. Total expenditures: $111,020.00. (VAL RUIZ BRUCE HABY) 19. A Resolution, concerning both the San Antonio System and the District Special Project, awarding contracts to Alamo Title Company and Hollerbach & Associates, Inc., (SAWS-DSP) in an amount not to exceed $500,000.00 to provide real estate title services in connection with the acquisition and disposition of real property and for various capital improvement projects over a three-year period with the option of two, one-year renewals. Total expenditures: $500,000.00. (VAL RUIZ BRUCE HABY) MISCELLANEOUS ITEMS 20. A Resolution approving a contract between the San Antonio System and the University of Texas at San Antonio Center for Research to develop and apply genetic algorithms that will optimize the waste water collection system improvements to determine least cost solutions to reduce capacity related SSO s during the period of October 1, 2013 to December 31, 2015, in an amount not to exceed $189,695.00. Total expenditures: $189,695.00. (KELLEY NEUMANN SAM MILLS) 21. A Resolution awarding a contract to Pipeline Video Inspection, LLC in the amount of $162,617.70 in connection with the Sanitary Sewer Cleaning and Inspection of Designated Year 1 Siphons Contract. Total expenditures: $162,617.70. (STEVE CLOUSE JEFF HABY) BOARD MEETING 5 10-01-13

22. A Resolution awarding a contract to Burgess & Niple, Inc., in the amount of $135,008.00 in connection with the Sanitary Sewer Pole Camera Inspection Year 1 Contract. Total expenditures: $135,088.00. (STEVE CLOUSE JEFF HABY) 23. A Resolution authorizing expenditures to Infor US, Inc., in an amount not to exceed $70,770.00 for implementation services for Lawson Employee and Manager Self Service software. Total expenditures: $70,770.00. (DOUG EVANSON JOE SAMPLES) 24. A Resolution authorizing the filing of an application to the Texas Commission on Environmental Quality for a permit to convey and reuse return flows and further authorizing the System s President/Chief Executive Officer and/or Legal Counsel to take all necessary legal action to file the application and protect the System s interests relating to said application and all related contested case hearings, appeals, and administrative and judicial proceedings. (STEVE CLOUSE) 25. A Resolution, concerning the District Special Project, awarding a purchasing contract to Peerless Equipment Co., in an amount not to exceed $281,840.00 for well plugging (DSP) services. Total expenditures: $281,840.00. (STEVE CLOUSE ROGER PLACENCIA) 26. PUBLIC HEARING: 2014 ANNUAL BUDGET PUBLIC HEARING OPENS A. Public Hearing Briefing (DOUG EVANSON MARY BAILEY) B. Public Hearing on the Following Items: 1. Annual Budget for the San Antonio System for the Fiscal Year ending December 31, 2014. 2. Annual Budget for the San Antonio System s District Special Project for the Fiscal Year ending December 31, 2014. PUBLIC HEARING CLOSES ITEMS FOR INDIVIDUAL CONSIDERATION CAPITAL IMPROVEMENT CONTRACTS PROJECTS INVOLVING IMPROVEMENTS, EXTENSIONS AND ADDITIONAL CAPACITY Production, Transmission and Treatment Improvements 27. A Resolution awarding a construction contract to PM Construction & Rehab, LLC in the amount of $4,501,135.00 for the 2013 Rehabilitation Work Order Construction Contract 4 Project and approving construction contingency expenses in an amount not to exceed $225,000.00 in connection with the project work. Total expenditures: $4,726,135.00. (KELLEY NEUMANN FRANCES PLOCEK) BOARD MEETING 6 10-01-13

28. A Resolution awarding a contract to PM Construction & Rehab, LLC in the amount of $1,899,168.00 for the 2013 Small Diameter Rehab Program Project 5 and approving construction contingency expenses in an amount not to exceed $189,916.80 in connection with the project work. Total expenditures: $2,089,084.80. (KELLEY NEUMANN FRANCES PLOCEK) WATER RESOURCES ITEMS 29. A Resolution approving an Initial Commitment Contract for the Regional Conservation Program between the City of San Antonio acting by and through its San Antonio System Board of Trustees and the Edwards Aquifer Authority. (CHARLES AHRENS DARREN THOMPSON) 30. BRIEFING SESSION. 31. President/Chief Executive Officer s Report. Presentation of and deliberation on the following Items: A. Voluntary Retirement Incentive Program 32. Inquiries. 33. The Regular Session of the October 1, 2013, Regular Board Meeting is hereby recessed to hold an Executive Session and discuss the matters listed below pursuant to Sections 551.071, 551.072, 551.073, and 551.074 of the Texas Open Meetings Act. 34. EXECUTIVE SESSION. A. Consultation with attorneys and deliberation regarding the appointment, employment, reassignment, duties, discipline, or dismissal of a public officer or employee. (NANCY BELINSKY - BILL CROW) B. Consultation with attorneys and deliberation regarding Cause No. 2010-CI- 07444, Debra Nicholas v. San Antonio System, in the 57 th Judicial District Court, Bexar County, Texas. (NANCY BELINSKY BILL CROW) C. Consultation with attorneys and deliberation for the San Antonio System and its Board of Trustees, and consideration of matters in which the duty of the attorney to the San Antonio System and its Board of Trustees under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act. (NANCY BELINSKY) 35. The Regular Session of the Regular Board Meeting of October 1, 2013, is hereby reconvened. 36. Adjournment. THE SAN ANTONIO WATER SYSTEM BOARD OF TRUSTEES MEETING OF OCTOBER 1, 2013, IS HEREBY ADJOURNED. BOARD MEETING 7 10-01-13