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NOTICE OF PUBLIC MEETING

TO: THE BOARD OF DIRECTORS OF THE WOODLANDS TOWNSHIP AND TO ALL OTHER INTERESTED PERSONS:

Notice is hereby given that the Board of Directors of The Woodlands Township will hold a Regular Board Workshop on Thursday, August 19, 2010, at 7:30 a.m., at the Office of The Woodlands Township, 10001 Woodloch Forest Drive, Suite 600, The Woodlands, Texas, within the boundaries of The Woodlands Township, for the following purposes:

1. Call workshop session to order; 2. Consider and act upon adoption of the meeting agenda;

3. Recognize public officials;

4. Public comment;

5. Receive and consider the potential Consent Agenda;

POTENTIAL CONSENT AGENDA

(This agenda consists of non-controversial or “housekeeping” items required by law that will be placed on the Consent Agenda at the next Board of Director’s Meeting and may be voted on with one motion. Items may be moved from the Consent Agenda to the Regular Agenda by any Board Member making such request.)

a) Receive and consider approval of the minutes of the July 21, 2010

Budget Workshop, July 22, 2010 Regular Board Workshop, July 27, 2010 Budget Workshop, July 28, 2010 Regular Board Meeting, July 28, 2010 Town Hall Meeting, July 29, 2010 Budget Workshop, July 30, 2010 Budget Workshop, and August 2, 2010 Budget Workshop of the Board of Directors of The Woodlands Township;

b) Receive and consider an award of bid for the park and pathway maintenance contracts;

c) Receive and consider a request for proposals for waste collection consulting services;

d) Receive and consider approval of a Maintenance, Operation and Use Agreement with Sequoia Golf Woodlands LLC for maintenance of Restricted Open Space Reserve “A”, out of the Village of Cochran’s Crossing, Section 56;

e) Receive and consider approval of a Facilities Easement Agreement with Southwestern Bell Telephone Company in Section 42 of the Village of Sterling Ridge, Restricted Open Space Reserve “B”;

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Pages 85-86 Pages 87-104 Pages 105-124 Pages 125-128 Pages 129-146 Pages 147-156 Pages 157-158 Pages 159-160 Pages 161-162 Pages 163-164

f) Receive and consider approval of a Memorandum of Understanding with the Houston-Galveston Area Council to provide monthly reports on the trolley usage for the purpose of qualifying for the Clean Air Champion Program;

BRIEFINGS No Briefings

6. Receive and consider a recommendation from the Public Facilities Administration Committee regarding a proposal to heat Creekwood Swimming Pool;

POTENTIAL REGULAR AGENDA This agenda consists of items that will be placed on the Regular Agenda at the next Board of Director’s Meeting.

7. Receive and consider a recommendation from the Public Facilities

Administration Committee regarding the issuance of Permits for the Designated Public Space Vending Program;

8. Receive and consider approval of a proposal for The Woodlands Township to assume the operating and maintenance responsibilities for Lake Woodlands and the dam, beginning with the 2011 operating budget;

9. Receive and consider authorizing payment of The Woodlands Township's pro rata share of indebtedness allocable to territory excluded from Montgomery County Emergency Services District No. 10;

10. Receive and consider First Amendment to Facilities Use Agreement with Lone Star College for The Woodlands Emergency Training Center;

11. Receive and consider a report regarding the status of refunding of The Woodlands Township’s outstanding Sales and Use Tax and Hotel Occupancy Tax Bonds, Series 2001 (this item will be discussed at the August 25, 2010, Board of Directors meeting);

12. Receive and consider a recommendation from the Audit Committee regarding acceptance of the 2009 Audit Reports (this item will be discussed at the August 25, 2010, Board of Directors meeting);

13. Receive and consider adoption of the 2011 Operating Budget for The Woodlands Township (this item will be discussed at the August 25, 2010, Board of Directors meeting);

14. Receive and consider amending the hotel occupancy tax order to include provisions for supplemental hotel occupancy tax collections to begin January 1, 2011 (this item will be discussed at the August 25, 2010, Board of Directors meeting);

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15. Receive and consider adoption of policy/order to include provisions for event

admissions tax collections beginning January 1, 2011 (this item will be discussed at the August 25, 2010, Board of Directors meeting);

16. Discussion of committee system of The Woodlands Township;

17. Recess to Executive Session to discuss matters relating to real property pursuant to §551.072, Texas Government Code; deliberation of economic development negotiations pursuant to §551.087, Texas Government Code; discuss personnel matters pursuant to §551.074, Texas Government Code; and to consult with The Woodlands Township’s attorney concerning pending litigation pursuant to §551.071, Texas Government Code;

CLOSED MEETING (if applicable)

18. Reconvene in Public Session;

19. Administrative Reports

Community Services;

Community Policing;

The Woodlands Fire Department;

The Woodlands Convention & Visitors Bureau;

20. Consideration of items to be placed on the agenda for next month’s meeting;

DISCUSS FUTURE AGENDA / ANNOUNCEMENTS

21. Board announcements; and 22. Adjournment.

(SEAL)

d________________

President/General Manager for The Woodlands Township

(THE POSTED AGENDA DISPLAYS SEAL)

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THE WOODLANDS TOWNSHIP

BOARD OF DIRECTORS

BUDGET WORKSHOP #1

JULY 21, 2010

MINUTES

THE STATE OF TEXAS §

COUNTIES OF HARRIS & MONTGOMERY §

The Board of Directors of The Woodlands Township met in special session, open to the public, on

July 21, 2010, posted to begin at 9:00 a.m. The meeting was held at the office of The Woodlands

Township, Board Chambers, 10001 Woodloch Forest Drive, Suite 600, The Woodlands, Texas, within the

boundaries of The Woodlands Township.

DIRECTORS PRESENT: Vice Chairman Lloyd Matthews, Secretary Claude Hunter, Treasurer Ed Robb, Director Nelda Blair, Director Tom Campbell, and Director Peggy Hausman

DIRECTORS ABSENT: Chairman Bruce Tough

STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Fire Chief Alan Benson, Susan Welbes, Director of Human Resources, Nick Wolda, Director of Community Relations/CVB President, Miles McKinney, Legislative Affairs & Transportation Manager, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations

CALL TO ORDER;

Vice Chairman Matthews served as Chairman and called the meeting to order at 9:00 a.m.

CONSIDER AND ACT UPON ADOPTION OF MEETING AGENDA;

Vice Chairman Matthews called for a motion and second to adopt the meeting agenda.

MOTION: Motion by Secretary Hunter; second by Director Campbell VOTE: Ayes: Vice Chairman Matthews

Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman

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Nays: None Absent: Chairman Tough

ACTION: Motion passed unanimously.

RECOGNIZE PUBLIC OFFICIALS;

No public officials were recognized.

PUBLIC COMMENT;

There was no public comment.

• Develop a budget and financial plan that meets the short term and long term needs of the Township.

RECEIVE AND CONSIDER THE 2011 OPERATING BUDGET AND FIVE-YEAR PLAN;

Don Norrell referred the Board to two budget documents: 2011 Annual Budget/Five-Year Plan and a Budget Planning Initiatives binder containing issues that the Board discussed at the June 23, 2010 Budget Preview meeting. Mr. Norrell then commented that the 2011 Budget was prepared while keeping in mind the following key objectives:

• Continue to provide high quality services and amenities. • Provide enhancements to services as needed and appropriate. • Maintain and replace capital assets and facilities as necessary. • Create financial flexibility for change conditions and opportunities.

Following Mr. Norrell’s introductory remarks, Monique Sharp was called on to make a presentation. Ms. Sharp used a PowerPoint presentation to give a high level overview of the Proposed Budget/Five-Year Plan. Areas reviewed by Ms. Sharp included:

• Consolidated Budget • Revenues • Expenses • Debt Service • Capital Projects • Five-Year Plan

A copy of the PowerPoint presentation is attached hereto as Exhibit “A”. At 9:55 a.m., Vice Chairman Matthews called for a motion and second to recess the Budget Workshop of the Board of Directors of The Woodlands Township in order to review and discuss The Woodlands Fire Department’s 2011 Proposed Annual Budget. MOTION: Motion by Treasurer Robb; second by Secretary Hunter VOTE: Ayes: Vice Chairman Matthews


Nays: None Absent: Chairman Tough ACTION: Motion passed unanimously

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At 10:15 a.m., Vice Chairman Matthews called for a motion and second to reconvene the Board of Directors Budget Workshop of The Woodlands Township. MOTION: Motion by Treasurer Robb; second by Director Campbell VOTE: Ayes: Vice Chairman Matthews

Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: Chairman Tough

ACTION:

• Law Enforcement/Security Services

Motion passed unanimously. Vice Chairman Matthews then called for a five minute break before continuing with a review and discussion of Department services and expenditures. Following the break, Monique Sharp was called on to review and discuss services and expenditures for the following departments:

• Neighborhood Services • Transportation

The 2011 Budget Plans for Law Enforcement Services, Neighborhood Services and Transportation are attached hereto as Exhibit “B”.

BOARD ANNOUNCEMENTS; AND None ADJOURN As there was no further business to discuss, Vice Chairman Matthews called for a motion and second to adjourn the meeting at 11:10 a.m. MOTION: Motion by Director Blair; second by Secretary Hunter VOTE: Ayes: Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: Chairman Tough ACTION: Motion passed unanimously.

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(SEAL) ____________________________ Claude Hunter Secretary, Board of Directors

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EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

*To view Exhibits, please contact the Records Management Analyst at 281-210-3800.

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BOARD OF DIRECTORS

WORKSHOP MEETING

JULY 22, 2010

MINUTES



The Board of Directors of The Woodlands Township met in regular session, open to the public, on

July 22, 2010, posted to begin at 9:00 a.m. The meeting was held in the Meeting Room at the Office of

The Woodlands Township, Board Chambers, 10001 Woodloch Forest Drive, Suite 600, The Woodlands,

Texas, within the boundaries of The Woodlands Township.

DIRECTORS PRESENT: Vice Chairman Lloyd Matthews, Secretary Claude Hunter, Treasurer Ed Robb, Director Nelda Blair, Director Tom Campbell and Director Peggy Hausman

DIRECTORS ABSENT: Chairman Bruce Tough

STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General Manager Community Services, Monique Sharp, Assistant General Manager of Finance &Administration, Fire Chief Alan Benson, Susan Welbes, Director of Human Resources, Nick Wolda, Director of Community Relations/CVB President, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations, Mike Page and Bret Strong, Legal Counsel

CALL TO ORDER:

Vice Chairman Matthews served as Chairman and called the meeting to order at 9:00 a.m.


Vice Chairman Matthews called for a motion and second to adopt the agenda.

MOTION: Motion by Secretary Hunter; second by Director Blair VOTE: Ayes: Vice Chairman Matthews


Nays: None

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Absent: Chairman Tough ACTION: Motion passed unanimously.

RECOGNIZE PUBLIC OFFICIALS:

None

1. Mike Bakewell-water taxis, trolleys

PUBLIC COMMENT;

The Public Comment Roster is attached hereto as Exhibit “A”. RECOGNIZE THE WOODLANDS HIGH SCHOOL FOR WINNING THE LONE STAR CUP; Vice Chairman Matthews recognized The Woodlands High School for winning the Lone Star Cup for Best Overall Athletic and Academic program in the State of Texas. Principal Greg Colschen and Athletic Director Mark Schmid were then presented with a Certificate of Recognition for this major achievement.

RECEIVE AND CONSIDER THE POTENTIAL CONSENT AGENDA:

(This agenda consists of non-controversial or “housekeeping” items required by law that will be placed on the Consent Agenda at the next Board Meeting and may be voted on with one motion. Items may be moved from the Consent Agenda to the Regular Agenda by any Board Member making such request.)

Receive and consider approval of the minutes of the June 17, 2010 regular Workshop Meeting, June 23, 2010 special Board Meeting, and June 23, 2010 regular Board Meeting of the Board of Directors of The Woodlands Township;

Vice Chairman Matthews asked the Board to review the minutes in preparation of the July 28, 2010 regular Board of Directors meeting. Director Campbell noted an omission found in the minutes of the June 23, 2010 regular Board meeting minutes. The above listed minutes, with any corrections, will be brought forward to the July 28, 2010 regular Board meeting. Receive and consider conveyance of Creekside Park West, Section 1, Restricted Open Space Reserve “A” (Timarron Park);

John Powers provided a summary of this item with a recommendation that the Board of Directors accept the conveyance by special warranty deed from The Woodlands Land Development Company, L.P. of Restricted Open Space Reserve “A” out of The Woodlands, Village of Creekside Park West, Section 1, also known as Timarron Park, and authorize the President/General Manager to execute the special warranty deed.

Receive and consider approval of an addition to the Park and Pathway Maintenance Agreement with Houston Grotech Services for Timarron Park;

John Powers presented a summary of this item with a recommendation that the Board of Directors approve the addition to the Park and Pathway Maintenance Agreement with Houston Grotech Services for Timarron Park.

Receive and consider conveyance of Grogan’s Forest, Section 11, Restricted Open Space Reserve “B”;

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John Powers presented a summary of this item with a recommendation that the Board of Directors accept the conveyance by special warranty deed from The Woodlands Land Development Company, L.P. of Grogan’s Forest Section 11, Restricted Open Space Reserve “B” and authorize the President/General Manager to execute the special warranty deed. Receive and consider conveyance of Creekside Park, Section 2, Restricted Open Space Reserve “B”; John Powers presented a summary of this item with a recommendation that the Board of Directors accept the conveyance by special warranty deed from The Woodlands Land Development Company, L.P. of Restricted Open Space Reserve “B”, out of the Village of Creekside Park, Section 2 and authorize the President/General Manager to execute the special warranty deed. Receive and consider approval of contracts with Willis of Texas for property, liability and workman’s compensation insurance; Don Norrell explained that currently the Township has two insurance carriers depending on the assets (Associations/Township), but by the end of the year the goal is have only one insurance carrier. Monique Sharp was then called on to provide additional information. Ms. Sharp informed the Board that Texas Municipal League, the Township’s insurance carrier, requires a much higher level of detail on the Township’s assets inventory and due to this requirement, the Township was not able to meet the August 1, 2010 deadline. It was recommended that this item be pulled from the Consent Agenda and placed on the Regular Agenda for the July 28, 2010 Regular Board of Directors’ meeting. PLACE ABOVE ITEM ON THE JULY 28, 2010 REGULAR BOARD OF DIRECTORS’ AGENDA Receive and consider changes to Employee Retirement Plan Committee Members; Susan Welbes presented a summary of this item with a recommendation that the Board of Directors appoint the position of Director of Fiscal Services to serve on the Employee Retirement Plan Committee and remove the positions of Financial Services Manager and Financial Reporting Manager. Receive and consider approval of advanced funding to Montgomery County Sheriff’s Office to purchase Chevrolet Tahoes versus Ford Crown Victorias for The Woodlands Patrol;

Don Norrell presented a summary of this item with additional information provided by Captain Andrew Eason regarding the bid process for patrol vehicles. It was recommended that the Board of Directors authorize the acquisition of seven (7) Chevrolet Tahoe vehicles for patrol purposes from existing budgeted funds and authorize staff to provide advance funding to Montgomery County in the amount of $49,000.

Receive and consider annexation to the Township of five of seven small parcels of land described in the First Amendment to the Regional Participation Agreement with the City of Houston;

Mike Page provided a summary of this item with a recommendation that the Board of Directors approve annexation to the Township of five of seven small parcels of land described in the First Amendment to the Regional Participation Agreement with the City of Houston. Mr. Page also asked that the Board expand this item to include calling a hearing to annex the parcels into the Township Economic Development Zone.

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Receive and consider award of bid for sign cleaning and sealing services;

John Powers presented a summary of this item with a recommendation to the Board of Directors to award the bid to All Service Striping for sign cleaning and sealing services and authorize the President/General Manager to execute a contract for the services.

BRIEFINGS; Receive and consider The Woodlands Convention and Visitors Bureau Quarterly Report; Nick Wolda provided the Board of Directors with a written financial report and also used a PowerPoint presentation to update the Board on services provided by The Woodlands Convention & Visitors Bureau. Receive and consider an update from the Marriott’s General Manager, Fred Domenick, regarding Convention Center activities; Fred Domenick provided the Board of Directors with an update on Convention Center activities. Mr. Domenick spoke primarily about the booking pace which was strong during the first five (5) months, but has slowed since May. Mr, Domenick stated that he was cautiously optimistic for positive growth, on both the hotel side and Convention Center. POTENTIAL REGULAR AGENDA;

This agenda consists of items that will be placed on the Regular Agenda at the next Board of Directors’ Meeting.

Receive and consider the release of escrowed Convention Center reserve funds in accordance with Section 15.2 of The Hotel and Convention Center Management Agreement;

Nick Wolda provided background information on this item with a recommendation that the Board of Directors authorize the use of available escrow fund balances as established by Article 15 of the Convention Center Lease Agreement to be used for a renovation of the Convention Center facility in accordance with a letter dated July 15, 2010, from Fred Domenick, representing the lessee.

Mr. Domenick was then called on to provide the scope of work involved in the Convention Center’s “soft” renovation project and also to state how the project would be funded. Following Mr. Domenick’s comments, Lori Weston, Sr. Designer with Marriott Architecture & Design, spoke about the story behind the project through a presentation showcasing design function and quality of materials selected.

Director Blair then suggested that this item be placed on the Consent Agenda for the July 28, 2010 Regular Board meeting. Mr. Page confirmed with Mr. Domenick that there would be no further action required from the Board regarding this item. Vice Chairman Matthews called for a motion and second to move this item to the Consent Agenda for the July 28, 2010 Regular Board of Directors’ meeting.

MOTION: Motion by Director Blair; second by Treasurer Robb VOTE: Ayes: Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: Chairman Tough

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ACTION: Motion passed unanimously. PLACE ABOVE ITEM ON THE JULY 28, 2010 REGULAR BOARD OF DIRECTORS’ CONSENT AGENDA

Receive and consider changes to garbage collection service for Hillock Woods in the Grogan’s Point neighborhood and approve a Memorandum of Understanding in connection therewith;

Don Norrell provided background information on this item with a recommendation that the Board of Directors approve a Memorandum of Understanding with Montgomery County Water Control and Improvement District #1 (MC&ID#1) and authorize the Chairman to sign the agreement. Karen Dempsey was then called on to provide the results of a survey that was sent out to all the residents on Hillock Woods regarding preferences on garbage collection services. The majority of residents preferred to receive garbage collection service from WC&ID#1. This item will be considered and acted upon at the July 28, 2010 Regular Board Meeting.

Consider and discuss a request made by Directors in regards to altering the Thursday work session date and/or time;

Two options were discussed: change the meeting date to Wednesday or keep the Thursday meeting date and change the time. This item will be considered and acted upon at the July 28, 2010 Regular Board Meeting.

CLOSED MEETING (if applicable);

Recess at 10:35 a.m. to Executive Session to discuss matters relating to real property pursuant to §551.072, Texas Government Code; deliberation of economic development negotiations pursuant to §551.087, Texas Government Code; discuss personnel matters pursuant to §551.074, Texas Government Code; and to consult with The Woodlands Township’s attorney concerning pending litigation pursuant to §551.071, Texas Government Code;

Reconvene at 10:50 a.m. in Public Session; Vice Chairman Matthews announced that it would not be necessary to take action at this time on matters discussed in Executive Session. ADMINISTRATIVE REPORTS; Community Services:

• Community Involvement Day for High Oaks Park in the Village of Grogan’s Mill set for September 18, 2010

presented by John Powers

• Watch Talk Wednesday will be held July 28, 2010; presentation on Emergency Preparedness • Good Neighbor Day-August 21, 2010 in College Park/Harpers Landing on Prairie Dawn Circle • American Red Cross Aquatic Examiner Service performed a surprise audit at Shadowbend and

Falconwing Pools; both pools passed • Record pool attendance on July 4, 2010 • Bear Branch and Woodlands Dog Parks recognized with Readers’ Choice Awards by Pet Talk

magazine • Memorial Hermann selected as Title Sponsor for 10 For Texas event for the next three (3) years • Ground Water Reduction Fee will be added to water bills beginning in September/October

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• RFPs have been solicited for professional services in developing an invitation for bids for Comprehensive Solid Waste Removal Service

• Bids for Park & Pathway Maintenance Services are being advertised • Restroom completed in Grogan’s Forest

Community Policing/Neighborhood Services:

• Thanked individuals who helped during Red, Hot & Blue (RH&B) Festival

presented by Marian Leck

• Thanked the Sheriff’s Office for use of their Mobile Command Center during the Red, Hot & Blue Festival

• Law Enforcement Advisory page contains press releases and weekly blotters as well as watch alerts

• Referred the Board to the Law Enforcement Services Report for monthly statistics The Woodlands Fire Department: No Report The Woodlands Convention & Visitors Bureau: Report given earlier DISCUSS FUTURE AGENDA/ANNOUNCEMENTS; None BOARD ANNOUNCEMENTS; AND

None ADJOURN As there was no further business to discuss, Vice Chairman Matthews called for a motion and second to adjourn the meeting at 10:55 a.m. MOTION: Motion by Secretary Hunter; second by Director Blair VOTE: Ayes: Vice Chairman Matthews

Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: Chairman Tough

ACTION: Motion passed unanimously. (SEAL) ___________________________

Claude Hunter Secretary, Board of Directors

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EXHIBIT OMISSIONS*

EXHIBIT “A”


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BOARD OF DIRECTORS

BUDGET WORKSHOP #2

JULY 27, 2010

MINUTES







DIRECTORS PRESENT: Chairman Bruce Tough, Vice Chairman Lloyd Matthews, Secretary Claude Hunter, Treasurer Ed Robb, Director Nelda Blair, Director Tom Campbell, and Director Peggy Hausman

DIRECTORS ABSENT: None

STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Fire Chief Alan Benson, Nick Wolda, Director of Community Relations/CVB President, Miles McKinney, Director of Legislative Affairs & Transportation Manager, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations

CALL TO ORDER;

Chairman Tough called the meeting to order at 8:34 a.m.


Chairman Tough called for a motion and second to adopt the meeting agenda.

MOTION: Motion by Secretary Hunter; second by Director Blair VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell

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Director Hausman Nays: None Absent: None



None

• Ed Forsley-Budget

PUBLIC COMMENT;

The following members of the public addressed the Board:

The Public Comment Roster is attached hereto as Exhibit “A”.

• Parks and Recreation-Chris Nunes, Director of Parks & Recreation provided comments as needed


Chairman Tough called on Monique Sharp to present this item. Ms. Sharp reviewed and discussed the following department services and expenditures:

• Covenant Administration-Hennie Van Rensburg, Director of Covenant Administration provided comments as needed

• Environmental Services-Lynne Aldrich, Manager of Environmental Services provided a PowerPoint presentation and comments as needed

Chairman Tough recessed the meeting at 9:50 a.m. for a ten minute break. The meeting reconvened at 10:00 a.m. Next, Ms. Sharp discussed the following major contracts:

• Solid Waste/Recycling • Streetscape Maintenance • Street Lighting

Lastly, Ms. Sharp reviewed and discussed the Parks & Recreation Capital budget. Board members provided input and were given an opportunity to ask questions. Don Norrell then reviewed the Budget Calendar and asked that Board members direct any specific requests regarding budget initiatives to him or Monique Sharp by Thursday, July 29, 2010 to allow time for analysis. Individual motions on budget initiative items will be taken and voted on at the July 30, 2010 Budget Workshop meeting. Handout materials related to this item are attached hereto as Exhibit “B”. BOARD ANNOUNCEMENTS;

None

ADJOURN

As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 11:01 a.m.

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MOTION: Motion by Treasurer Robb; second by Secretary Hunter VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously.

(SEAL) ____________________________


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EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”


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BOARD OF DIRECTORS

REGULAR BOARD MEETING

JULY 28, 2010

MINUTES



The Board of Directors of The Woodlands Township met in regular session, open to the public, on

July 28, 2010, posted to begin at 6:00 p.m. The meeting was held at the Emergency Training Center,

16135 IH 45 South, The Woodlands, Texas, within the boundaries of The Woodlands Township.



STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Fire Chief Alan Benson, Susan Welbes, director of Human Resources, Nick Wolda, Director of Community Relations/CVB President, Miles McKinney, Legislative Affairs & Transportation Manager, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations

CALL TO ORDER;

Chairman Tough called the meeting to order at 6:00 p.m.



MOTION: Motion by Vice Chairman Matthews; second by Secretary Hunter VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman

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Nays: None Absent: None



None

PUBLIC COMMENT;

There was no public comment.

RECEIVE AND CONSIDER THE LAW ENFORCEMENT REPORT FROM CAPTAIN EASON WITH THE MONTGOMERY COUNTY SHERIFF’S OFFICE;

Captain Eason reported on the number of open positions; hosting an Oral Board for Master Sergeants on Thursday, July 29, 2010; provided statistical data; announced that the Grogan’s Mill Emergency Operation Center and Public Safety Center are almost operational; informed the Board that Brice Herring will be honored by Mothers Against Drunk Drivers (MADD) on Friday, July 30, 2010.

RECEIVE AND CONSIDER REPORTS FROM VILLAGE ASSOCIATION REPRESENTATIVES;

Reports were provided by the following Village Association (VA) representatives:

Grogan’s Mill VA-Bruce Cunningham reported that the Farmers’ Market was a huge success and that the next Farmers’ Market will open in October 2010.

Cochran’s Crossing VA-No report

Panther Creek VA-No report

Indian Springs VA-Lloyd Matthews informed the Board that Indian Springs VA received an award for its 4th of July float entry.

Alden Bridge VA-Steve Leakey reported that Sergeant Jenkins provided a report on law enforcement; John Raybon gave a report on community services; village participated in 4th of July parade; passed and approved by-laws; approved 2010-2011 business plan; submitted a letter to the TownshipBoard with requests for consideration during the budget process

College Park VA-No report

Creekside Park VA-No report

Sterling Ridge VA-No report

A copy of the Village Association Representatives Sign In Sheet is attached hereto as Exhibit “A”.

CONSIDER AND ACT UPON THE CONSENT AGENDA;

(This agenda consists of non-controversial or “housekeeping” items required by law that will be placed on the Consent Agenda at the next Board Meeting and may be voted on with one motion. Items may be moved from the Consent Agenda to the Regular Agenda by any Board Member making such request.)

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(a) Approve the June 17, 2010 regular Workshop meeting minutes, June 23, 2010 special Board of Directors meeting minutes, and June 23, 2010 regular Board of Directors meeting minutes, with corrections;

CONSENT AGENDA ITEMS:

(b) Accept conveyance by special warranty deed from The Woodlands Land Development Company, L.P. of Restricted Open Space Reserve “A” out of The Woodlands, Village of Creekside Park West, Section 1, also known as Timarron Park, and authorize the President/General Manager to execute the special warranty deed;

(c) Approve the addition to the Park and Pathway Maintenance Agreement with Houston Grotech Services for Timarron Park;

(d) Accept the conveyance by special warranty deed from The Woodlands Land Development Company, L.P. of Grogan’s Forest Section 11, Restricted Open Space Reserve “B” and authorize the President/General Manager to execute the special warranty deed;

(e) Accept the conveyance by special warranty deed from The Woodlands Land Development “Company, L.P. of Restricted Open Space Reserve “B”, out of the Village of Creekside Park, Section 2 and authorize the President/General Manager to execute the special warranty deed;

(f) Appoint the position of Director of Fiscal Services to serve on the Employee Retirement Plan Committee and remove the positions of Financial Services Manager and Financial Reporting Manager;

(g) Authorize the acquisition of seven (7) Chevrolet Tahoe vehicles for patrol purposes from existing budgeted funds and authorize staff to provide advance funding to Montgomery County in the amount of $49,000;

(h) Approve annexation to The Woodlands Township and the The Woodlands Township Economic Development Zone of five (5) of seven (7) small parcels of land described in the First Amendment to the Regional Participation Agreement with the City of Houston;

(i) Award bid to All Service Striping for sign cleaning and sealing services and authorize the President/General Manager to execute a contract for the services;

(j) Authorize the use of available escrow fund balances as established by Article 15 of the Convention Center Lease Agreement to be used for a renovation of the Convention Center facility in accordance with a letter dated July 15, 2010, from Fred Domenick, representing the lessee

Chairman Tough called for a motion and second to adopt the Consent Agenda. MOTION: Motion by Director Campbell; second by Secretary Hunter VOTE: Ayes: Chairman Tough Vice Chairman Matthews


Nays: None Absent: None ACTION: Motion passed unanimously. Executive Summaries and supporting materials for Consent Agenda items are attached hereto collectively as Exhibit “B”.

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BRIEFINGS: None REGULAR AGENDA:

Consider and act upon the Financial Report;

Monique Sharp presented the Financial Report and referred the Directors to handout material containing the General Purpose Financial Statements as of and for the six months ended June 30, 2010. After a review of the Combined Financial Statements and Monthly Investment Report, a report on the General Fund Budget vs. Actual was presented. Ms. Sharp then reported on the Township’s sales tax collections, hotel occupancy tax collections, and property tax collections. Following Ms. Sharp’s presentation, Chairman Tough called for a motion and second to approve the Financial Report.

MOTION: Motion by Secretary Hunter; second by Director Campbell VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously. The Financial Report is attached hereto as Exhibit “C”. Consider and act upon approval of contracts with Willis of Texas for property, liability and workman’s compensation insurance;

Monique Sharp provided a summary of this item as outlined in the Executive Summary attached hereto. Following Ms. Sharp’s presentation, Chairman Tough called for a motion and second to authorize the President/General Manager to execute property and liability contracts with Willis HRH and the specified carriers in the total amount of $747,285.

MOTION: Motion by Director Blair; second by Director Campbell VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Nays: Director Hausman Absent: None ACTION: Motion passed. The Executive Summary is attached hereto as Exhibit “D”.

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Consider and act upon changes to garbage collection service for Hillock Woods in the Grogan’s Point neighborhood and approve a Memorandum of Understanding in connection therewith; Don Norrell presented this item as summarized in the Executive Summary attached hereto. Following Mr. Norrell’s presentation, Chairman Tough called for a motion and second to approve the changes to garbage collection service for Hillock Woods and authorize the Chairman to sign a Memorandum of Understanding with Montgomery County WC&ID#1, in connection therewith. MOTION: Motion by Director Blair; second by Vice Chairman Matthews VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously. The Executive Summary for this item is attached hereto as Exhibit “E”. Consider and act upon a request made by Directors in regards to altering the Thursday work session date and/or time;

Directors were given an opportunity to discuss this item. The following motions were made:

MOTION: Secretary Hunter moved to change the third Thursday work session date to the third Wednesday of the month at 9:00 a.m.; second by Director Campbell. Vice Chairman Matthews then offered a friendly amendment to keep the work session meeting on the third Thursday of the month but change the meeting time to 8:00 a.m. Secretary Hunter did not accept the friendly amendment. Following discussion, the vote on the original motion was as follows: VOTE; Ayes: Secretary Hunter Director Campbell Director Hausman Nays: Chairman Tough Vice Chairman Matthews Treasurer Robb Director Blair Absent: None ACTION: Motion failed. MOTION: Secretary Hunter then moved to change the Thursday work session time from 9:00 a.m. to 7:00 a.m.; Director Campbell offered a friendly amendment to change the time to 7:30 a.m. Secretary Hunter accepted the friendly amendment; Director Campbell seconded the motion. Following discussion, the vote on the amended motion was as follows: VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell

27

Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously. CLOSED MEETING (if applicable)

Recess at 6:48 p.m. to Executive Session to discuss matters relating to real property pursuant to §551.072, Texas Government Code; deliberation of economic development negotiations pursuant to §551.087, Texas Government Code; discuss personnel matters pursuant to §551.074, Texas Government Code; and to consult with The Woodlands Township’s attorney concerning pending litigation pursuant to §551.071, Texas Government Code;

Reconvene at 7:09 p.m. in Public Session;

Chairman Tough announced that it would be necessary to take action at this time on certain matters.

Consider and act upon a pay plan adjustment for a position reclassification;

Chairman Tough called for a motion and second to approve a pay plan adjustment for a position reclassification.

MOTION; Motion by Secretary Hunter; second by Treasurer Robb VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously. DISCUSS FUTURE AGENDA/ANNOUNCEMENTS: Consideration of items to be placed on the agenda for next month’s meeting; None Board announcements; Chairman Tough asked Board officers to remain following the meeting to sign approved documents. Adjourn As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 7:11 p.m. MOTION: Motion by Treasurer Robb; second by Vice Chairman Matthews VOTE: Ayes: Chairman Tough

Vice Chairman Matthews

28

Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously.

(SEAL) ____________________________


29

EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”

EXHIBIT “D”

EXHIBIT “E”


30


BOARD OF DIRECTORS

TOWN HALL MEETING

JULY 28, 2010

MINUTES




July 28, 2010, posted to begin at 7:00 p.m. The meeting was held at the Emergency Training Center,

The Woodlands, Texas, within the boundaries of The Woodlands Township.



STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Fire Chief Alan Benson, Susan Welbes, Director of Human Resources, Nick Wolda, Director of Community Relations/CVB President, Miles McKinney, Legislative Affairs & Transportation Manager, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations

CALL TO ORDER;

Chairman Tough called the meeting to order at 7:11 p.m.



MOTION: Motion by Secretary Hunter; second by Director Campbell VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman

31

Nays: None Absent: None


• Ron Kostelny-President, Indian Springs Village Association and MUD #60 Director

RECOGNIZE PUBLIC OFFICIALS:

The following public officials were recognized:

• Kerri Steen-Chew-Secretary, Sterling Ridge Village Association • Hartley MacKintosh-President, MUD #40, Joint Powers Association Trustee • Paul Gebolys-Panther Creek Village Association Area Representative Precinct 4 Chair MCRP • Tom Conroy-President, MUD #2 • Amy Lecocq-Indian Springs Village Association • Dr. Ann Snyder-President & CEO of Interfaith

A copy of the Public Official’s Sign In Sheet is attached hereto as Exhibit “A”.

PRESENTATION OVERVIEW OF THE 2011 OPERATING BUDGET AND FIVE-YEAR PLAN FOR THE WOODLANDS TOWNSHIP;

Chairman Tough provided introductory remarks and then informed the audience that two budget hearings on the proposed budget are scheduled for August 12 and August 17 at 6:00 p.m. at the Township Service Center located at 2201 Lake Woodlands Drive. Following Chairman Tough’s comments, Don Norrell was called on to make a presentation. Mr. Norrell used a PowerPoint presentation to outline the key objectives of the 2011 budget and financial planning process and also to provide an overview of the various topics to be covered during the Town Hall meeting. Following Mr. Norrell’s presentation, Monique Sharp was called on to present an overview of the 2011 Consolidated Budget and Five-Year Plan for The Woodlands Township.

A copy of the PowerPoint presentation is attached hereto as Exhibit “B”.

PUBLIC DISCUSSIONS;

Chairman Tough opened the floor to public comment. Approximately sixteen individuals addressed the Board with comments/concerns primarily regarding expansion of FM 2978, law enforcement, Alpha & Omega funding, water taxis, and park operations. At the conclusion of public discussion, Chairman Tough thanked everyone for their attendance and participation.

Handout material is attached hereto as Exhibit “C”.

ADJOURN As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 8:52 p.m. MOTION: Motion by Director Hunter; second by Director Blair VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell

32

Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously.

(SEAL) ____________________________


33

EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”


34


BOARD OF DIRECTORS

BUDGET WORKSHOP #3

JULY 29, 2010

MINUTES







DIRECTORS PRESENT: Chairman Bruce Tough, Vice Chairman Lloyd Matthews, Secretary Claude Hunter, Treasurer Ed Robb*, Director Nelda Blair*, Director Tom Campbell, and Director Peggy Hausman

*Indicates arrived late DIRECTORS ABSENT: None STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Nick Wolda, Director of Community Relations/CVB President, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations and Bret Strong, Legal Counsel

CALL TO ORDER;



MOTION: Motion by Secretary Hunter; second by Director Campbell VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Director Campbell Director Hausman

Nays: None Absent: Treasurer Robb* and Director Blair*


35



• Mike Gray-Mason Pond Intersection Project (handout)

PUBLIC COMMENT;


• Mike Bakewell-budget concerns regarding the capital reserve fund



Chairman Tough called on Monique Sharp to present this item. Ms. Sharp began by introducing Robert Heineman, Vice President of Planning for The Woodlands Development Company who gave a PowerPoint presentation and handout material on the proposed 2010-2015 Streetscape Project Budget for Town Center. Mr. Heineman asked that the Board substitute a project that was inadvertently duplicated with a landscape project on Six Pines Drive from Timberloch to Lake Robbins Drive. Following Mr. Heineman’s presentation, Robert Bruce, Manager of Recreational Facilities Development for The Woodlands Development Company reviewed the Park and Pathway Budget for Creekside Park.

Note: Director Blair and Treasurer Robb arrived during the above presentations.

Handout material is attached hereto as Exhibit “B”.

Following the presentations, Ms. Sharp requested that the Board consider moving item #6, related to additional presentations, before continuing with the review and discussion of department services and expenditures. Chairman Tough then called for a motion and second to move item #6.

MOTION: Motion by Vice Chairman Matthew; second by Director Blair VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously.

Handout material from the YMCA is attached hereto as Exhibit “C”.

RECEIVE AND CONSIDER PRESENTATION BY OUTSIDE ORGANIZATIONS REQUESTING FUNDING;

Gary Louie, Director of Development of the South Montgomery County YMCA, provided introductory remarks and then called on Mark Cochran, Center Executive Director of the South Montgomery County YMCA, who made a PowerPoint presentation on the YMCA’s programs and the impact these programs have on the community. Additionally, YMCA staff members were called on to share personal experiences. A funding request in the amount of $50,000 was received from the YMCA.

36

John Tatum, past Chair of The Friendship Center and Stacy Adamick, Transportation Director for The Friendship Center provided a PowerPoint presentation that highlighted the mission statement and main goals of the Center. Following the presentation, Mr. Tatum respectfully requested funding in the amount of $47,500.

The Board recessed from public session at 10:15 a.m. The Board reconvened in public session at 10:30 a.m.

• Convention and Visitors Bureau

RECEIVE AND CONSIDER THE 2011 OPERATING BUDGET AND FIVE-YEAR PLAN CONT.

Monique Sharp continued her presentation on the 2011 Operating Budget and Five-Year Plan with a review and discussion of the following department services and expenditures:

• Community Relations/Development • Economic Development • General Government-presented by Susan Welbes regarding salaries/benefits and

bargaining unit salaries. In her presentation, Ms. Welbes reviewed a self insurance plan and Jill Watson with Gallagher Benefits provided clarification.

Following the budget presentation, Don Norrell provided a summary of items included in the budget and items not included in the budget as well as Village Association requests. Monique Sharp then reviewed what would be discussed at the next budget meeting. BOARD ANNOUNCEMENTS

• None

;

Note: Secretary Hunter left the meeting at 11:40 a.m.; Director Hausman left the meeting at 12:00 p.m. ADJOURN As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 12:05 p.m. MOTION: Motion by Treasurer Robb; second by Secretary Hunter VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Treasurer Robb Director Blair Director Campbell Nays: None Absent: Secretary Hunter and Director Hausman ACTION: Motion passed unanimously.

37

(SEAL) ____________________________


38

EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”

*To view Exhibits, please contact the Records Management Analyst at 281-210-3800

39

40

BOARD OF DIRECTORS

BUDGET WORKSHOP #4

JULY 30, 2010

MINUTES







DIRECTORS PRESENT: Chairman Bruce Tough*, Vice Chairman Lloyd Matthews, Secretary Claude Hunter, Treasurer Ed Robb, Director Nelda Blair, Director Tom Campbell, and Director Peggy Hausman

*Indicates arrived late DIRECTORS ABSENT: None STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General

Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Nick Wolda, Director of Community Relations/CVB President, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations

CALL TO ORDER;

Vice Chairman Matthews called the meeting to order at 8:30 a.m.



MOTION: Motion by Secretary Hunter; second by Director Blair VOTE: Ayes: Vice Chairman Matthews


41

Nays: None Absent: Chairman Tough*

ACTION: Motion passed unanimously. RECOGNIZE PUBLIC OFFICIALS;


• Anthony Fasone-budget

PUBLIC COMMENT;


• Paul Martin on behalf of Ted Stanley and College Park VA-Mason Pond entry • Bill Roberton-budget concerns


• Board of Directors


Monique Sharp reviewed the General Government Departments including:

• President’s Office • Legislative and Government • Human Resources • Finance • Information Technology • Records/Property Data Management • Non-Departmental

Note: Chairman Tough arrived at this point in the meeting. Next, Ms. Sharp reviewed the capital budget for Information Technology as well as proposed new positions. At the conclusion of the presentation, Ms. Sharp asked if there were any questions from the Board. There were no questions. The Board recessed from public session at 9:30 a.m. The Board reconvened in public session at 9:40 a.m. Chairman Tough then called on Don Norrell to provide an update on specific requests made by Directors. The Board was then provided a handout on the revised property tax revenues based on the certified property tax roll. Mr. Norrell also informed the Board that J.R. Moore, Jr, Montgomery County Tax Assessor/Collector had provided The Woodlands Township with the 2010 effective tax rate of $0.325. Monique Sharp then presented a review of the Debt Service Plan, Five-Year Plan, and Reserve Plan. Following Ms. Sharp’s presentation, Board members were provided an opportunity to ask questions and comment on matters discussed. Handout material is attached hereto as Exhibit “B”.

42

BUDGET PLANNING INITIATIVE SESSION

1.

; Don Norrell referred Board members to handout material that summarized items included in the proposed 2011 budget, items not included in the proposed 2011 budget, and Village Association requests not included in the proposed 2011 budget. Chairman Tough explained the process to be followed by the Board in regards to the Budget Initiatives. The Board then considered and acted upon the following items:

MOTION: lights on neighborhood entrance signs over a five (5) year period. Chairman Matthews seconded the motion.

Director Hausman moved to adopt Budget Initiative #27 regarding installing

VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION:

2.

Motion passed unanimously.

MOTION: cent per $100 valuation tax rate. Motion died for lack of a second.

Director Hunter moved to direct staff to bring back a proposal to achieve a 32.0

3. MOTION: $25,000 to $50,000 within program parameters for crime safety for The Woodlands Town- ship residents. Treasurer Robb seconded the motion.

Motion by Vice Chairman Matthews to increase the YMCA funding level from

VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION:

4.


MOTION: Tax in 2011 (to be voted on separately by the Board) and commit the 2011 collection to fund the renovation and operation of the Water Taxi service at a level of approximately $500,000 for a one time allocation; charge the CVB to make the operation self supporting within a five (5) year period at which time the existing Boards of the Township and CVB would decide the future of the Water Taxis. Vice Chairman Matthews seconded the motion.

Director Blair moved to implement the additional one cent Hotel Occupancy

VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair

43

Nays: Director Campbell Director Hausman Absent: None ACTION:

5.

Motion passed.

MOTION: expenses by $750,000 and charge staff with making this recommendation. Secretary Hunter seconded the motion.

Director Campbell moved to reduce the Parks/Recreation Capital Budget

VOTE: Ayes: Director Campbell Secretary Hunter Nays: Chairman Tough Vice Chairman Matthews Treasurer Robb Director Blair Director Hausman Absent: None

ACTION:

6.

Motion failed.

MOTION: corridor, south of the Waterway and all of the area west of Grogan’s Mill Road and reallocate these funds to law enforcement. Director Campbell seconded the motion.

Secretary Hunter moved to eliminate all Alpha & Omega services from the 242

VOTE: Ayes: Secretary Hunter Director Campbell Nays: Chairman Tough Vice Chairman Matthews Treasurer Robb Director Blair Director Hausman Absent: None

ACTION:

7.

Motion failed.

MOTION:

Vice Chairman Matthews moved to allocate $50,000 for a trial study to extend trolleys to the Village Centers. Directors Hausman and Blair seconded the motion. Director Campbell offered an amendment to include a fare box to the study. The amendment was not accepted. VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Director Blair Director Campbell Director Hausman Nays: Treasurer Robb Absent: None

ACTION:

8.

Motion passed.

MOTION:complexes and aquatic facilities. Vice Chairman Matthews seconded the motion.

Motion by Chairman Tough to allocate $50,000 for a feasibility study on sports

VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb

44

Director Blair Director Hausman Nays: Director Campbell Absent: None ACTION:

9.

Motion passed.

MOTION: fund for a cultural arts feasibility study. Vice Chairman Matthews seconded the motion. Director Hausman offered an amendment to allocate the $20,000 in the regular budget. The amendment was accepted.

Director Blair moved to allocate $20,000 from the Economic Development reserve

VOTE: Ayes: Chairman Tough Vice Chairman Matthews

Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION:

10.


MOTION:

Director Campbell moved to not implement a Pavilion ticket tax for 2011. Director Hausman seconded the motion. VOTE: Ayes: Director Campbell Director Hausman Nays: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Absent: None

ACTION:

11.

Motion failed.

MOTION: reduce the sidewalk plan in Town Center by 10-20%. Director Campbell seconded the motion.

Secretary Hunter moved to request that The Woodlands Development Company

VOTE: Ayes: Secretary Hunter Director Campbell Nays: Chairman Tough Vice Chairman Matthews Treasurer Robb Director Blair Director Hausman Absent: None

ACTION:

12.

Motion failed.

MOTION:problems and provide a cost estimate over a ten year period of installing egg crates. After comments from John Powers, the motion was withdrawn in order to allow time for an overall park evaluation.

Vice Chairman Matthews moved to have staff prepare a list of parks with parking

45

13. MOTION:

Director Campbell moved to reduce the revitalization program to $75,000 in 2011. Treasurer Robb seconded the motion. VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously.

14. MOTION: Secretary Hunter moved to eliminate $50,000 in Waterway songs for 2011.

Director Campbell seconded the motion. VOTE: Ayes: Secretary Hunter

Director Campbell Director Hausman Nays: Chairman Tough Vice Chairman Matthews Treasurer Robb Director Blair Absent: None

ACTION:

15.

Motion failed. MOTION:

instead of a 2% adjustment. Following discussion, Director Campbell withdrew his motion.

Director Campbell moved to consider a reclassification and merit program

16. MOTION: died due to lack of a second.

A request was made by Secretary Hunter to have staff look into the feasibility of Foundations, Public-Private Partnerships and Grants. Handout material is attached hereto as Exhibit “C”.

Director Hunter moved to direct staff to reduce energy costs by 10%. Motion

• None

BOARD ANNOUNCEMENTS;

ADJOURN As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 12:10 p.m. MOTION: Motion by Treasurer Robb; second by Director Blair VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair

46

Director Campbell Director Hausman Nays: None Absent: None ACTION: Motion passed unanimously.

(SEAL) ____________________________


47

EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”


48

BOARD OF DIRECTORS

BUDGET WORKSHOP #5

AUGUST 2, 2010

MINUTES




August 2, 2010, posted to begin at 8:30 a.m. The meeting was held in the Meeting Room at the Office of




DIRECTORS ABSENT: None STAFF/ADVISORS: Don Norrell, President/General Manager, John Powers, Assistant General

Manager Community Services, Monique Sharp, Assistant General Manager of Finance & Administration, Nick Wolda, Director of Community Relations/CVB President, Karen Dempsey, Management Analyst, Mary Connell, Manager of Community Relations

CALL TO ORDER;




MOTION: Motion by Treasurer Robb; second by Secretary Hunter VOTE: Ayes: Vice Chairman Matthews


Nays: None

49

Absent: None ACTION: Motion passed unanimously.

• George Van Horn-Grogan’s Mill Village Association; Precinct 32 Chairman


The following public officials were recognized:

• Phillip Givens-President, Sterling Ridge Village Association

The Public Official’s Sign-In Sheet is attached hereto as Exhibit “A”.

• Phillip Givens-Woodlands Community Watch program

PUBLIC COMMENT;


• George Van Horn-boats, horses and priorities • Claude Hunter-budget, water taxis, Alpha & Omega horse patrol

The Public Comment Roster is attached hereto as Exhibit “B”.

• 2009 Property Tax Rate: $0.328


Chairman Tough called on Monique Sharp to present this item. Ms. Sharp discussed the financial impacts of decisions made by the Board at the July 30, 2010 Budget Workshop. Documents referenced in an Executive Summary attached hereto were then reviewed. Ms. Sharp informed the Board that the Montgomery County Tax Assessor/Tax Collector, J.R. Moore, Jr. had provided The Woodlands Township with information regarding the effective tax rate and the rollback rate as follows:

• 2010 Effective Tax Rate: $0.325 • 2010 Rollback Tax Rate: $0.3719

A copy of the Executive Summary is attached hereto as Exhibit “C”. Following discussion, a motion and second was made on a tax rate. MOTION: Vice Chairman Matthews moved to approve a proposed 2010 debt service rate of $0.0209 and a proposed 2010 maintenance and operations tax rate of $0.3071 for a total proposed 2010 property tax rate of $0.328 per $100 of taxable property value. The motion also included approval of public hearings on the proposed 2010 tax rate of $0.328 for Thursday, August 12, 2010 at 6:00 p.m. and Tuesday, August 17, 2010 at 6:00 p.m., both at The Woodlands Township Service Center located at 2201 Lake Woodlands Drive. Director Blair seconded the motion. Discussion followed and Secretary Hunter offered a friendly amendment to approve a proposed 2010 property tax rate of $0.325. The friendly amendment was not accepted by Vice Chairman Matthews. MOTION: Secretary Hunter then moved to amend the original motion by setting a property tax rate of $0.325 per $100 of taxable property value. Director Campbell seconded the motion. Following discussion, the vote on this motion was as follows:

50

VOTE: Ayes: Secretary Hunter Director Campbell Nays: Chairman Tough Vice Chairman Matthews Treasurer Robb Director Blair Director Hausman Absent: None ACTION: The amended motion failed. The Chair then called for a vote on the original motion by Vice Chairman Matthews approving the 2010 proposed property tax rate at $0.328 per $100 taxable value and approving the two public hearings. Discussion followed. Monique Sharp addressed a question posed by Director Hausman regarding what the effect would be on the Capital Project Fund and Reserves over a five year period with a tax rate of $0.328 versus $0.325 per $100 of taxable property value. Following discussion, the Chair called for a vote on the original motion. VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Treasurer Robb Director Blair Director Hausman Nays: Secretary Hunter Director Campbell Absent: None ACTION: Motion passed. Handout material is attached hereto as Exhibit “D”.

• None

BOARD ANNOUNCEMENTS;

ADJOURN Prior to adjournment, Chairman Tough thanked the Board and staff for a job well done. As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 9:10 a.m. MOTION: Motion by Treasurer Robb; second by Secretary Hunter VOTE: Ayes: Chairman Tough

Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Absent: None

51

ACTION: Motion passed unanimously. (SEAL) _____________________________ Claude Hunter

Secretary, Board of Directors

52

EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”

EXHIBIT “D”


53

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Item 7 Consent Agenda-Motion to convey Creekside Park West, Sec 1, ROSR A (Timarron Park); to approve addition to Park & Path Maintenance Agreement with Houston Grotech Services for Timarron Park; to convey Grogan's Forest, Section 11, ROSR B; convey Creekside Park, Sect 2, ROSR B; change Emplooyee Retirement Plan Committee Members; approve advanced funding to MCSO to purchase Chevy Tahoes vs Ford Crown Victorias for The Woodlands Patrol; to annex five of seven small parcels of land described in the First Amendment to RPA with Houston and call hearing to annex into EDZ award bid for sign cleaning and sealing services to All Service Striping; approve release of escrowed Convention Center reserve funds in accordance with Section 15.2 of Hotel and Convention Center Management Agreement Y Y Y Y Y Y Y

Item 9 Motion to approve contracts with Willis HRH of Texas for property and liability insurance contracts in the amount of $183,004 and authorize President/GM to execute them Y Y Y Y Y N YItem 10 Motion to approve change to garbage collection service for Hillock Woods and authorize Chiarmann to sign MOU with WC&ID#1 Y Y Y Y Y Y Y

Item 11 Motion to change Board Workshop time to 7:30 a.m. on scheduled Thursdays, instead of 9 a.m. Y Y Y Y Y Y Y

Item 14 Motion to approve a pay plan adjustment for position reclassifications Y Y Y Y Y Y Y

54

The Woodlands Township The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010 SUBJECT MATTER:

Award of Bid – Park and Pathway Maintenance Services

BUDGET IMPACT: $1,861,715 is proposed in the FY 2011 Budget for contracted services for park and pathway maintenance. The FY 2010 budget amount is $1,771,000.

FACTS: The current contract for park and pathway maintenance services expires December 31, 2010. Houston Grotech Services is the current contractor and has been since 1998. Solication for bids was advertised beginning June 11, with a mandatory pre-bid meeting on June 29, 2010,

with eight landscape companies attending. Three addendums were issued to clarify questions and concerns regarding the specifications. Bids were due August 5 and five companies submitted bids. One company’s bid was considred invalid as they did not provide the required bid bond and did not complete all the required bid forms. The Bid Tabulation indicates the following annual costs:

Category Grotech Bio Brickman TruGreen Park Maintenance $ 1,199,229 $ 999,013.40 $ 1,106,965 $ 1,195,175.73 Pathway Maint. $ 124,000 $ 22,894.00 $ 122,000 $ 163,662.47 Jumbo Cul de Sac $ 66,552 $ 52,921.00 $ 41,000 $ 72,447.58 Total $ 1,389,781 $ 1,074,828.40 $ 1,269,965 $ 1,435,285.78

Staff is currently conditioning the bids, thus a final recommendation has not been prepared. As there is a wide range of prices submitted, particularly for pathway maintenance, due diligence analysis must be performed to ensure the prices submitted are valid and the companies have a demonstrated ability to execute and perform the contract as specified. Conditioning includes a review of all costs submitted, checking for errors or omissions, the validity of costs submitted, reference checks, site visits, and the impact of future additions of parks and pathways over the contract term of three years. Interviews for selected vendors were held on Thursday, August 12 to discuss each bid in detail and a transition plan, if applicable.

RECOMMENDED BOARD ACTION: A final recommendation will be presented at the August 25, 2010 meeting.

55

56

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY


Request for Proposals – Solid Waste Consulting Services

BUDGET IMPACT: $50,000 has been allocated in FY 2010 for professional services. It is anticipated that half this amount would be expended in 2010 and the remainder carried over into FY 2011.

FACTS/HISTORY: The Solid Waste Collection and Disposal Service Contract with Waste Management of Texas expires in February of 2012. Due to the nature of the service, state of the industry and size of contract, the Board approved contracting for professional services to assist in the development of the scope of services, specifications and bid process. The Woodlands Township solicited Request for Proposals (RFP) from engineering consulting firms to provide assistance with developing an Invitation for Bids (IFB) for comprehensive solid waste services which are both cost effective and that maximize environmental benefits. The RFP was advertised in The Villager and on the Township website and was sent to 10 engineering consulting firms. The deadline for submission of proposals was August 6 at 5:00 p.m. Four firms submitted proposals. Please find a copy of the RFP, a summary of the results and an evaluation of each proposal performed individually by six people: four staff and two interested citizens.

Of the six evaluators, five scored RW Beck highest, with one evaluator scoring RW Beck second. The RW Beck proposal is within the budgeted amount. RW Beck included in their proposal that an RFP may be the more appropriate approach than an IFB.

Prior to the solicitation of bids (or request for proposals) from waste collection companies, staff with the selected consultant will return to the Board for direction on potential policy statements, procurement schedule, scope of services, initial and renewal terms of a contract, materials to be recycled, recycling rewards programs, public involvement and other issues pertinent to procurement of solid waste collection, disposal and recycling services.

RECOMMENDED BOARD ACTION:

Accept the proposal from RW Beck for solid waste consulting services and authorize the President / General Manager to execute a professional services agreement.

57

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EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010

SUBJECT MATTER:

Approval of a Maintenance, Operation and Use Agreement with Sequoia Golf LLC for maintenance of Restricted Open Space Reserve “A” out of the Village of Cochran’s Crossing, Section 56

BUDGET IMPACT: No impact to the annual operation and maintenance budget is projected. FACTS/HISTORY:

Located in Village of Cochran’s Crossing, Section 56, Reserve “A” is located adjacent to The Woodlands Country Club - Palmer Course. This reserve was conveyed to The Woodlands Community Association in 2009 by Special Warranty Deed which was assigned to The Woodlands Township. This tract contains a small pond and grass area which has not been maintained by The Woodlands Community Association or the Township. The maintenance services have been provided by The Woodlands Country Club since the inception of the golf course and creation of the pond area. Due to the proximity to the golf course and the historical use of this parcel it is proposed to formalize the practice of golf course use and maintenance with a Maintenance, Operation and Use Agreement. The Agreement requires Sequoia Golf to provide grounds and pond maintenance of the Reserve. A Maintenance, Operation and Use Agreement has been drafted by The Strong Firm – attached. RECOMMENDED BOARD ACTION: Approve the Maintenance, Operation and Use Agreement with Sequoia Golf Woodlands, LLC for Restricted Open Space Reserve “A” out of the Village of Cochran’s Crossing, Section 56, and authorize the President/General Manager to execute the Agreement.

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MAINTENANCE, OPERATION AND USE AGREEMENT

______________________________________________________________________________ This MAINTENANCE, OPERATION AND USE AGREEMENT ("Agreement") is made and entered into as of this ____ day of _____________, 2010, by and between THE WOODLANDS TOWNSHIP, a political subdivision of the State of Texas duly created and operating pursuant to Chapter 289, Acts of the 73rd Legislature, Regular Session, 1993, as amended ("Owner"), and SEQUOIA GOLF WOODLANDS, LLC, a Texas limited liability company, 11830 S. Millbend Drive, The Woodlands, Montgomery County, Texas 77380-1411 ("Operator").

Section 1.1 Agreement. This Agreement consists of the terms and conditions set forth in the sections captioned by numbered article designations (“Articles”).

RECITALS WHEREAS, Owner owns a tract of land containing approximately 0.78 acres being Restricted Open Space Reserve ‘A’ out of The Woodlands, Village of Cochrans’s Crossing and more particularly described below, hereinafter referred to as “Reserve ‘A’”, and desires to contract for operation, maintenance and management of Reserve ‘A’:

One (1) tract of land containing 0.78 acres, more or less, being restricted Open Space Reserve “A” out of The Woodlands, Village of Cochran’s Crossing, Section 56, a subdivision in The Woodlands, Montgomery County, Texas according to the map or plat thereof recorded in Cabinet K, Sheet 192 of the map records of Montgomery County, Texas.

WHEREAS, Operator provides operation, maintenance and management services for

The Woodlands Country Club, Palmer Course, located at 100 Grand Fairway Drive, The Woodlands, Texas 77381 and has agreed to provide those services for Reserve ‘A’ on the terms and conditions set forth in this Agreement, NOW THEREFORE, in consideration of the mutual covenants, undertakings and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1. Agreement

Section 1.2 Effective Date and Term. This Agreement shall be effective and shall

govern the rights and obligations of the parties from and after the date of this Agreement for a period of one hundred and twenty (120) months.

Section 1.3 Relationship of The Parties. Operator has been retained by Owner as an independent contractor to operate, maintain and manage Reserve ‘A’ on behalf of Owner, in accordance with reasonable and prudent industry practice and standards and any unique

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requirements of Reserve ‘A’. Owner has delegated to Operator overall responsibility for operating, maintaining and managing Reserve ‘A’ to ensure that Reserve ‘A’ is maintained, operated and used in a manner consistent with its current use and purpose. Neither Operator nor any of its employees, subcontractors or agents shall be deemed to have any other status, except that Operator is the agent of Owner to the limited extent that this Agreement expressly grants Operator the authority to act on behalf of Owner.

Section 1.4 Representatives. Operator shall designate a representative ("Designated Representative") to act on its behalf in overseeing the performance of this Agreement. Operator may change their respective Designated Representatives upon written notice to the other party given as provided in this Agreement. Designated Representatives shall be the primary means for communication and all other interactions between Owner and Operator that are required under this Agreement. Designated Representatives shall have the power and authority to bind their respective principals under the terms of this Agreement, with any required internal corporate approvals with respect to such authority being the responsibility of each representative to obtain from his or her principal.

ARTICLE 2. Definitions

Section 2.1 Definitions. Unless otherwise required by the context in which a defined term appears, the following terms shall have the meanings specified in this Article 2. Terms that are defined in other Articles shall have the meanings given to them in those Articles.

"Bankruptcy" means a situation in which (i) a party’s actions under applicable debtor relief laws demonstrate an inability to pay its debts as they mature or a need for protection from its creditors; (ii) a court of competent jurisdiction approves a petition filed against a party, which petition sought relief for the party’s creditors, and the action of the court remains in effect for an aggregated period of 60 days (whether or not consecutive); (iii) a party admits in writing its inability to pay its debts as they mature; (iv) a party gives notice to any person or entity of its current (or pending) insolvency or suspension of operations; or (v) a party makes an assignment for the benefit of creditors or takes other similar action for the protection or benefit of its creditors.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close in the State of Texas.

"Contract Year" means: (i) for the first Contract Year, that period from the date of this Agreement to and including December 31 of such year; and (ii) for each Contract Year thereafter, the calendar year.

"Force Majeure Event" means an event, condition or circumstance beyond the reasonable control of, and not due to the fault or negligence of, the party affected, and which could not have been avoided by due diligence and use of reasonable efforts, which prevents the performance by such affected party of its obligations hereunder; provided, that a "Force Majeure Event" shall not be deemed to have occurred or to be continuing unless the party claiming Force Majeure complies with the requirements of Section 11.3 (Force Majeure). Subject to the

63

foregoing, "Force Majeure Event" shall include, as to either party, explosion and fire (in either case to the extent not attributable to the negligence of the affected party), flood, earthquake, storm or other natural calamity or act of God, strike or other labor dispute, war, insurrection or riot, actions or failures to act by governmental entities or officials, failure to obtain governmental permits or approvals (despite timely application therefore and due diligence) and changes in laws, rules, regulations, orders or ordinances affecting operation of Reserve ‘A’, which events were not pending on the date of this Agreement.

"Reserve ‘A’" means the approximately 0.78 acres being Restricted Open Space Reserve ‘A’ out of The Woodlands, Village of Cochrans’s Crossing and more particularly described above, located at or near The Woodlands Country Club, Palmer Course, located at 100 Grand Fairway Drive, The Woodlands, Texas 77381.

"Reserve ‘A’ Agreements" means agreements relating to Reserve ‘A’, including any and all other agreements applicable to Reserve ‘A’, permits, and licenses required for the maintenance, operation, use and management of Reserve ‘A’, as identified in writing by Owner or Operator.

"Prudent and Reasonable Practice" means (i) any of the practices, methods, and acts engaged in or approved by a significant portion of the golf course maintenance industry in the country and geographic region where Reserve ‘A’ is located during the relevant time period, or (ii) practices, methods and acts that, in the exercise of reasonable judgment on the facts known (or that reasonably should have been known) at the time a decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.

"Reference Rate" means the rate published in the Money Rates table of The Wall Street Journal, from time to time, as the "prime rate", plus 1%.

"Reimbursable Costs" has the meaning set forth in Section 5.3.

"Services" has the meaning set forth in Article 3.1.

ARTICLE 3. Services

Section 3.1 Scope of Services. Operator shall (i) maintain, operate, use and manage Reserve ‘A’ on behalf of Owner (“Services”) and (ii) also perform the specific duties set forth in this Agreement if they are not otherwise required by the standards defined in Section 3.2. The parties expressly agree that the scope of Operator’s services includes all services performed by Operator in regards to the maintenance, operation, use and management of Reserve ‘A’ prior to and concurrently with the formation of this agreement, including but not limited to, mowing, aquatic vegetationss control and management, pitch forking, moisture monitoring and watering, soil sampling and analysis, seeding and overseeding, topdress and dragging, grooming, fertilizing, application of fungicides and insecticides, weed control, edging, trimming, aerification, aerate or slice, irrigation and irrigation system maintenance, soil probing, maintenance of native plants and preserve areas, roping and staking, fencing and barrier

64

maintenance, debris removal, monitoring pond water levels, pond desiltation, overflow structure maintenance and repair, removal of algae, and monitoring ditches and any other areas in Reserve ‘A’ consistent with Prudent and Reasonable Practice.

Section 3.2 Standards for Performance of the Services. Operator shall perform the Services required under this Agreement, including those set forth in Appendix A, in a prudent, reasonable, and efficient manner and in accordance with (i) any existing standards or practices or past course of conduct with regards to use, operation, maintenance and management of Reserve ‘A’, (ii) all applicable Laws, (iii) Prudent and Reasonable Practices, (iv) Reserve ‘A’ Agreements, and (v) all insurance policies specified in Article 9 of this Agreement. Operator shall not use or occupy or permit Reserve ‘A’ to be used or occupied for any purpose which will constitute a public or private nuisance, and shall not use or occupy or permit Reserve ‘A’ to be used or occupied, in whole or in part, in a manner which violates any laws, regulations, ordinances or requirements of the federal, state or municipal governments, or of any departments, subdivision, bureaus or offices thereof, or of any other governmental, public or quasi-public authorities now existing or hereafter created, having jurisdiction over Reserve ‘A’. No use shall be permitted on or with respect to any part of Reserve ‘A’ which is offensive by reason of odor, fumes, dust, smoke, noise or pollution, which is hazardous by reason of excessive danger of fire or explosion, or which violates any law, ordinance or regulation. Operator will indemnify and save harmless Owner against any recovery or loss to which Owner is subjected or which Owner may sustain, including reasonable attorney's fees and expenses incurred by Owner arising or alleged to arise from any breach of this covenant or by reason of any action or proceedings brought against Owner or against Reserve ‘A’, or any part thereof, by virtue of violation of any such laws, regulations, ordinances or requirements relating to the use and occupancy of Reserve ‘A’.

Section 3.3 Operator's Personnel Standards. Operator shall provide as reasonably

necessary all labor and professional, supervisory and managerial personnel as are required to perform the Services. Such personnel shall be qualified to perform the duties to which they are assigned and shall meet any requirements for personnel under any Reserve ‘A’ Agreements. All individuals employed by Operator to perform the Services shall be employees of Operator, and their working hours, rates of compensation and all other matters relating to their employment shall be determined solely by Operator (subject to Owner's approval rights). With respect to labor matters, hiring personnel, and employment policies, Operator shall comply with all applicable Laws. Operator also shall act in a reasonable manner that is consistent with the intent and purpose of this Agreement and with Operator’s acknowledgment (hereby given) that Operator has no authority to enter into any contracts with respect to labor matters that purport to bind or otherwise obligate Owner.

Section 3.4 Compliance. Operator shall comply with all Laws applicable to the operation, maintenance and management of Reserve ‘A’ and the performance of the Services. Operator shall apply for and obtain, and Owner shall assist Operator in applying for and obtaining, all necessary permits, licenses and approvals (and renewals of the same) required to allow Operator to do business or perform the Services in the jurisdictions where the Services are to be performed. Operator shall provide reasonably necessary assistance to Owner, to secure permits, licenses, and approvals (and renewals of the same) that Owner is required to obtain from

65

or file with any governmental agency regarding Reserve ‘A’. Operator also shall file such reports, notices, and other communications as may be required by any governmental agency regarding Reserve ‘A’.

Section 3.5 Operating Records and Reports. Operator shall maintain, at a location acceptable to Owner, Reserve ‘A’ operating logs, records, and reports that document the operation and maintenance of Reserve ‘A’, all in form and substance sufficient to meet Owner's reporting requirements under Reserve ‘A’ Agreements, if any. Operator shall maintain current revisions of drawings, specifications, lists, clarifications and other materials related to operation and maintenance of Reserve ‘A’ provided to Operator by Owner and vendors. Operator shall provide Owner reasonably necessary assistance in connection with Owner's compliance with reporting requirements under Reserve ‘A’ Agreements, if any, applicable Laws or any other agreement to which Owner is a party relating to Reserve ‘A’. Such assistance shall include providing reports, records, logs and other information that Owner may reasonably request as to Reserve ‘A’ or its maintenance, operation, use and management.

Section 3.6 No Liens or Encumbrances. Operator shall maintain Reserve ‘A’ free and clear of all liens and encumbrances resulting from any action of Operator or work done at the request of Operator, except for such liens or encumbrances that result directly from nonpayment by Owner of amounts due and owing to Operator under this Agreement.

Section 3.7 No Action. Except where such action is expressly permitted by this Agreement, Operator shall not take any action that would cause a default under any Reserve ‘A’ Agreement.

Section 3.8 Emergency Action. If an emergency endangering the safety or protection

of persons, Reserve ‘A’, or property located near Reserve ‘A’ occurs, Operator shall promptly notify Owner and take all necessary action to attempt to prevent or mitigate any such threatened damage, injury or loss. Operator shall make reasonable efforts to minimize any cost associated with remedial action in case of such an emergency.

Section 3.9 Action in Extraordinary Circumstances. In the event that (A) Reserve ‘A’ suffers an unplanned and unforeseeable disaster (or Operator reasonably believes that such an occurrence is imminent), and (B) Operator has made reasonable, but unsuccessful, efforts to notify and communicate with Owner regarding such occurrence or imminent occurrence in accordance with the terms of this Agreement, then Operator shall (i) take all necessary action to prevent or to mitigate such unplanned and unforeseeable disaster, (ii) make reasonable efforts to minimize any cost associated with such remedial action, (iii) continue to attempt to notify and communicate with Owner regarding the occurrence and the remedial action.

ARTICLE 4. Owner Responsibilities

Section 4.1 Information. Operator shall, at the request of Owner, provide Owner with

any and all contracts, documents, or other agreements by or with any contractor, subcontractor, or business of a similar nature responsible for construction, installation, repair or maintenance of Reserve ‘A’ or a part thereof.

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Section 4.2 Capital Improvements. The cost of all capital improvements or major

repairs shall be the responsibility of Operator, subject to the written consent of the Owner to said improvements. Operator shall promptly notify Owner in writing of any such capital improvements or major repairs that Operator believes are necessary or advisable together with a proposed schedule for completing such repairs or improvements. In the event that Owner has otherwise consented in writing to reimburse Operator for such costs, Operator shall schedule, coordinate, contract and oversee the performance of such activities. Operator also shall be responsible for monitoring and enforcing contract compliance by the contractor performing such work, including taking such steps, short of litigation, to enforce any warranties granted to Owner by such contractor.

ARTICLE 5. Compensation and Payment

Section 5.1 Payments. No compensation shall be paid to Operator for performance of the Services hereunder, as it is expressly understood that Operator has maintained Reserve ‘A’ without actual compensation from Owner as Operator receives an economic benefit from third parties, whether direct or indirect, for its continued maintenance, operation, use and management of Reserve ‘A’ .

Section 5.2 Reimbursable Costs. Owner shall not be required to reimburse Operator

for any costs incurred by Operator in performing the Services. Owner’s obligation under this provision is subject to (i) Owner's express approval of the costs in writing, or (ii) Operator incurring costs in accordance with Section 3.8 (Emergency), 3.9 (Extraordinary Circumstances) provided that said costs would not otherwise be covered by any insurance policy required to be maintained in accordance with this Agreement, whether or not so maintained.

Section 5.3 Adjustments and Conditions. Notwithstanding the payment of any

amount pursuant to the foregoing provisions, Owner shall remain entitled to conduct a subsequent audit and review of all Reimbursable Costs incurred and paid by Owner and of any supporting documentation for a period of 2 years after the applicable Contract Year. If such audit and review shows that any amount previously paid by Owner to Operator did not constitute a Reimbursable Cost, Owner may recover such amount from Operator, plus interest at the Reference Rate, calculated from the date the audit commenced.

Section 5.4 Billing and Payment. Within 45 days following the accrual of any Reimbursable Costs, Operator shall submit the receipts and disbursements showing Reimbursable Costs for such month in accordance with Subsection 5.2.

Section 5.5 Interest. Any amount owed to either party under this Agreement by the

other party which remains unpaid more than 30 days after the date such amount is due and payable shall begin to accrue interest at the Reference Rate commencing on the thirty-first day after such due date.

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ARTICLE 6. Reporting

Section 6.1 Operation and Maintenance Records. Operator shall monitor and record all maintenance, operation and use data and information that (i) Owner must report to any person or entity under any Reserve ‘A’ Agreement, (ii) Owner must report to any government agency or other person or entity under applicable Laws and (iii) Owner reasonably requests. Operator shall report required or requested operating data and information to Owner as specified by Owner within 15 Business Days following a request by Owner. Operating data to be reported include information from maintenance and operation logs and records.

Section 6.2 Accounts and Reports. Operator shall cooperate with Owner in complying with reporting requirements set forth in Reserve ‘A’ Agreements and shall, during the term of this Agreement, furnish or cause to be furnished to Owner, at Owner’s request, the following reports concerning Reserve ‘A’ maintenance, operation, use and management and the associated Services:

a. Litigation, Permit Lapses

. Upon obtaining knowledge thereof, Operator shall promptly notify Owner in writing of: (i) any event of default under any of Reserve ‘A’ Agreements; (ii) any litigation, claims, disputes or actions, threatened or filed, concerning Reserve ‘A’ or the Services; (iii) any refusal or threatened refusal to grant, renew or extend (or any action pending or threatened that might affect the granting, renewal or extension of) any license, permit, warranty, approval, authorization or consent relating to Reserve ‘A’ or the Services; and (iv) any dispute with any governmental authority relating to Reserve ‘A’ or the Services.

b. Other Information

ARTICLE 7. Limitations on Authority

. Operator shall promptly submit to Owner any material information concerning new or significant aspects of Reserve ‘A’'s activities and, upon Owner's request, shall promptly submit any other information concerning Reserve ‘A’ or the Services.

Section 7.1 General Limitations. Notwithstanding any provision in this Agreement to the contrary, unless previously approved by Owner in writing Operator and any employee, representative, contractor or other agent of Operator are prohibited from taking the specified actions with respect to the matters indicated below.

a. Disposition of Assets

. Sell, lease, pledge, mortgage, convey, or make any license, exchange or other transfer or disposition of any property or assets of Owner, including Reserve ‘A’, and including any property or assets purchased by Operator where the purchase cost is a Reimbursable Cost;

b. Contract

. Make, enter into, execute, amend, modify or supplement any contract or agreement (i) on behalf of, in the name of, or purporting to bind Owner or (ii) that prohibits or otherwise restricts Operator's right to assign such contract or agreement to Owner at any time;

68

c. Expenditures

. Make or consent or agree to make any expenditure for equipment, materials, assets or other items which may be a Reimbursable Cost or seek to otherwise bind Owner to said expenditure in any way, however, that solely in connection with actions taken by Operator pursuant to Sections 3.8 (Emergency), 3.9 (Extraordinary Circumstances), Operator may, without prior approval from Owner, make limited expenditures in accordance with those provisions;

d. Other Actions

. Take or agree to take any other action that materially varies from this Agreement;

e. Lawsuits and Settlements

. Settle, compromise, assign, pledge, transfer, release or consent to the compromise, assignment, pledge, transfer or release of, any claim, suit, debt, demand or judgment against or due by, Owner or Operator, the cost of which, in the case of Operator, would be a Reimbursable Cost hereunder, or submit any such claim, dispute or controversy to arbitration or judicial process, or stipulate in respect thereof to a judgment, or consent to do the same;

f. Liens

. Create, incur or assume any lien upon Reserve ‘A’;

g. Transactions on Behalf of Others

. Engage in any other transaction on behalf of Owner or any other person or entity not expressly authorized by this Agreement or that violates applicable Laws, this Agreement or any Project Agreement; or

h. Agreements

. Enter into any agreement to do any of the foregoing.

Section 7.2 Execution of Documents. Any agreement, contract, notice or other document that is expressly permitted hereunder (or under written approval of Owner) to be executed by Operator shall be executed by the authorized representative of Operator or, subject to prior written notice to Owner, by such other representative of Operator who is authorized and empowered by Operator to execute such documents.

ARTICLE 8. Term and Termination

Section 8.1 Term. The term of this Agreement shall be from and including the date of this Agreement to and including the last day of the one hundred and twentieth (120th) month from the date of this Agreement. Absent termination by either party this agreement shall be extended beyond the initial term for consecutive twelve (12) month periods thereafter so long as (a) Reserve ‘A’ is maintained, operated, used and managed in the same manner and for the same purposes’ existing at the time this Agreement was entered into; and (b) the Agreement is not otherwise terminated as provided in Sections 8.2, 8.3, 8.4 or 8.5.

Section 8.2 Immediate Termination By Owner. Owner may terminate this Agreement immediately (i) upon the Bankruptcy of Operator or (ii) upon the occurrence of a Force Majeure Event that is not remedied within 120 days of its initial occurrence. If the Agreement is terminated by Owner pursuant to Section 8.2(i) or 8.2(ii).

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Section 8.3 Termination Upon Notice By Owner. Owner may terminate this Agreement upon thirty (30) days prior written notice to Operator in the event (i) that Operator violates, or consents to a violation of, any Laws applicable to the Services or Reserve ‘A’, where the violation has or may have a material adverse effect on the maintenance, operation, use and management of Reserve ‘A’ or Owner's interest, and Operator does not cure such violation within 30 days (or, if not curable within 30 days, within such period of time as is reasonably necessary, but in no event more than 90 days, provided Operator diligently commences and pursues such cure and indemnifies Owner for all related costs, of whatever kind), or (ii) of a material breach by Operator in the performance of the Services, if Operator does not cure such breach within 30 days from the date of Operator’s receipt of notice from Owner demanding cure (or, if not curable within 30 days, within such period of time as is reasonably necessary, but in no event more than 90 days, provided Operator diligently commences and pursues such cure and indemnifies Owner for all related costs, of whatever kind). If the Agreement is terminated by Owner pursuant to this Section 8.3, Operator shall be compensated for all Reimbursable Costs incurred by Operator and all unpaid Annual Operating Fees to and including the date of termination.

Section 8.4 Other Termination Upon Notice By Owner. Owner may terminate this Agreement with ninety (90) days prior written notice to Operator, upon the occurrence of (a) a sale or transfer by Owner of its rights in Reserve ‘A’, (b) a determination by Owner that, for any reason, it no longer intends to continue operation of Reserve ‘A’ or (c) a determination by Owner that it does not wish to extend this Agreement for an additional term pursuant to Section 8.1.

Section 8.5 Termination By Owner Without Cause. In addition to its rights set forth

in this Article 8, Owner reserves the right to terminate this Agreement without cause upon one hundred eighty (180) days prior written notice to Operator.

Section 8.6 Termination By Operator. Operator may terminate this Agreement for cause upon 15 days prior written notice to Owner in the event of Owner's failure to perform in a timely manner any of its material obligations under this Agreement and such failure is not cured within 30 days of Owner's receipt of a notice from Operator demanding cure (or, if not curable within 30 days, within such period of time as is reasonably necessary, but in no event more than 90 days, provided that Owner diligently commences and continues to pursue such cure).

Section 8.7 Reserve ‘A’ Condition At End Of Term. Upon expiration or termination of this Agreement, Operator shall remove its personnel from Reserve ‘A’. Operator shall leave Reserve ‘A’ in as good condition as it was on the Effective Date, normal wear and tear and casualty excepted. All special tools, improvements, inventory of supplies, spare parts, safety equipment, operation and maintenance records and documents maintained by Operator pursuant to Section 3.5 and any other documents made pursuant to this Agreement will be left Owner and will become or remain the property of Owner. Owner shall also have the right, in its sole discretion, to assume and become liable for any contracts or obligations that Operator may have undertaken with third parties in connection with the Services. Operator shall cooperate in taking all reasonable steps requested by Owner required to effect the assumption of the contracts, Operator shall use commercially reasonable efforts to cooperate with Owner or a succeeding

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operator to assure that the maintenance, operation, use and management of Reserve ‘A’ are not disrupted.

ARTICLE 9. Insurance

Section 9.1 Coverage. a. Obligation to Obtain

. Operator shall obtain and maintain the insurance set forth in Sections 9.1(b) and 9.1(c) and such other insurance reasonably required or necessary to protect against insurable hazards which are commonly insured against in The Woodlands, Texas area and in the case of other property similar in use, location, and situation as Reserve ‘A’, and in reasonable amounts considering the same. Such insurance may be maintained under individual or blanket insurance policies.

b. Operator Coverage

. Operator shall maintain during the term of this Agreement the insurance described below with insurance companies acceptable to Owner and with limits and coverage provisions not less than the limits and coverage provisions set forth below:

i. General Liability Insurance: Liability insurance on an occurrence basis against claims for personal injury (including bodily injury and death) and property damage of not less than $1,000,000.00 per occurrence.

ii. Vehicle Liability Insurance: Automobile or other vehicle liability insurance against claims for personal injury (including bodily injury and death) or property damage arising out of the use of all owned, leased, non-owned and hired motor vehicles, equipment, or golf carts, and containing appropriate no-fault insurance provisions where applicable.

iii. Workers' Compensation Insurance: Workers' compensation insurance as required by applicable laws, including employer’s liability insurance for all employees of Operator.

iv. Excess Liability Insurance: Excess liability insurance on an occurrence basis covering claims in excess of the underlying insurance described in the foregoing subsections (i), (ii) and (iii).

The amounts of insurance required in the foregoing subsections (i), (ii), (iii) and (iv) may

be satisfied by Operator purchasing coverage in the amounts specified or by any combination thereof, so long as the total amount of insurance meets the requirements specified. Upon mutual agreement of the Owner, Operator may provide equivalent self-insurance in lieu of the requirements set forth in this Section.

All policies of insurance required to be maintained pursuant to Section 9.1 shall include a

provision that bars any cancellation or reduction in coverage in a manner that affects the interests of Owner, without 60 days prior written notice to Owner, except for termination for non-payment of premium which shall require 10 days prior written notice to Owner. Owner has the option in placing the coverages listed above and naming the Operator as an additional insured.

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c. Cost

. All costs incurred by Operator with respect to payment of any deductible relating to the insurance coverage set forth in this Section 9.1 shall be the sole cost and expense of Operator.

Section 9.2 Certificates. On or before the date on which insurance must be provided, Operator shall furnish certificates of insurance to Owner evidencing the insurance required pursuant to this Agreement. Each party shall cooperate with the other to ensure collection from insurers for any loss under any such policy.

Section 9.3 Payment Of Deductible Amounts. Notwithstanding which party hereto

shall have purchased, or been responsible for the purchase of, any insurance in respect of Reserve ‘A’ or otherwise referred to or contemplated by this Agreement, Operator shall promptly pay to Owner any deductible amount related to any claim against or other cost to Owner covered under any such insurance policy which arose due to the gross negligence of Operator.

ARTICLE 10. Indemnification and Liabilities

Section 10.1 Indemnification.Operator shall indemnify, defend and hold harmless Owner, the members thereof, and their respective officers, directors, employees, agents, Affiliates and representatives (the "Owner Indemnified Parties"), from and against any and all claims (in whatever form and to the fullest extent permitted by law) arising out of or in any way connected with, to the extent of, any negligence, fraud or willful misconduct of Operator or anyone acting on Operator's behalf or under its instructions, in connection with this Agreement and Operator's obligations thereunder. Any costs or expenses incurred by Operator pursuant to its indemnity obligations under this Section 10.1(a), including the cost of deductibles with respect to the insurance maintained by Operator or Owner pursuant to Article 9 or losses in excess of such insurance coverage, shall not constitute a Reimbursable Cost under this Agreement. Owner shall not be in any way responsible or liable in case of any accident or injury including death or serious physical injury to any of Operator's employees, agents, or to any person or persons in or about Reserve ‘A’; and Operator agrees that it will not hold Owner in any way responsible or liable therefor and will further indemnify and hold Owner and its employees, directors, officers, agents, representatives, successors and assigns, harmless from and against any and all claims, liability, penalties, damages, expenses and judgments arising from bodily injury or damage to property growing out of the maintenance, operation, use and management of Reserve ‘A’ by Operator or its invitees, provided, however, Operator will not indemnify or hold Owner harmless from any claims arising from Owner's own negligent acts to which no fault may be attributed to Operator.

Section 10.2 Environmental Liability. a. Operator Duties. Operator shall not use in any way, or permit the use of, Reserve

‘A’ or any part thereof to either, directly or indirectly, prepare, produce, generate, manufacture, refine, treat, transport, store, maintain, handle, dispose of, transfer, or process any "Hazardous Substance," as defined herein, unless it has received the prior written consent of Owner, which may be withheld in Owner's sole discretion; provided, however, in the event the use of such substance is required as a result of Operator's use of Reserve ‘A’ for the purposes described in

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this Agreement, Operator need not obtain Owner's consent but shall, in the use thereof, utilize the same in compliance with all applicable laws, ordinances, rules and regulations regarding the handling, treatment and disposal thereof. "Hazardous Substance" means any pollutant, contaminant, toxic or hazardous waste, dangerous substance, potentially dangerous substance, noxious material, urea formaldehyde foam insulation, asbestos, petroleum, PCB, petroleum and its by products or any other substances the removal of which is required, or the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transfer, handling or ownership of which is restricted, prohibited, regulated or penalized by any and all federal, state, county, or municipal statutes, or laws now or at any time hereafter in effect, including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S. C. § 1801 et seq.), the Resource Conservation and Recovery Act (41 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substance Control Act, as amended (15 U.S.C. § 2601 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the laws of the State of Texas, as these laws have been amended or supplemented.

b. Operator Liability

. Operator shall not be responsible for claims directly or indirectly related to hazardous materials present at Reserve ‘A’ before the date on which Operator began maintenance, operation, use and management of Reserve ‘A’, except to the extent Operator acted with respect to such materials in a grossly negligent manner. Owner shall defend, indemnify and hold Operator harmless against such claims, except to the extent such claims arise from Operator's negligent or intentional acts.

c. Owner Liability

. Owner shall not be responsible for claims directly related to hazardous materials used or located at Reserve ‘A’ arising out of the a breach of Section 10.2(a) of this agreement or any negligent or intentional acts of Operator. This provision of the Agreement shall not be construed to require Operator to take corrective action with respect to any hazardous materials at Reserve ‘A’ before the date of this Agreement.

d. Governmental Actions

. If action is required at Reserve ‘A’ to comply with any applicable environmental laws during the term of this Agreement, Owner (with Operator's assistance) shall be responsible for the costs of compliance. Costs for such compliance action shall only be incurred by Operator only with Owner's prior written consent, unless a governmental authority requires Operator to incur such costs and expenses prior to obtaining such written consent.

e. Survival

. The parties further agree that the liability, indemnities, releases from liability, and limitations on liability expressed in this Agreement shall survive termination or expiration of this Agreement, and shall apply at all times (unless otherwise expressly indicated), regardless of fault, negligence, strict liability, or breach of warranty of the party indemnified, released or whose liabilities are limited, and shall extend to the members, partners, principals, officers, employees, controlling persons, executives, directors, agents, authorized representatives, and affiliates of such party.

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ARTICLE 11. Miscellaneous Provisions

Section 11.1 Assignment. Neither Owner nor Operator party may assign its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that this Agreement may be assigned by Owner without such prior consent to any successor of Owner, to a person or entity acquiring all or substantially all of Reserve ‘A’, or to a Lender or any purchaser of Reserve ‘A’ or to any entity that succeeds to any of the rights and obligations to provide governmental type services to the local community, including any city, county or state agency, including a newly formed municipality.

Section 11.2 Access to Reserve ‘A’. a. Owner

. Owner, Lenders and their respective agents and representatives shall have access at all times to Reserve ‘A’ and any documents, materials and records and accounts relating to Reserve ‘A’ operations for purposes of inspection and review. Upon the request of Owner, or its respective agents and representatives, Operator shall make available to such persons or entities and provide them with access to any operation and maintenance records and documents.

b. Cooperation

. During any such inspection or review of Reserve ‘A’, Owner and its respective agents and representatives shall use its reasonable commercial efforts to cause authorized visitors to comply with Operator's safety and security procedures and to conduct such inspection and review in a manner which causes minimal interference with Operator's activities. Operator agrees to cooperate fully with Owner in providing requested information and documentation for the support of any financial or legal transactions associated with Reserve ‘A’.

Section 11.3 Force Majeure. If either Owner or Operator is rendered wholly or partially unable to perform its obligations under this Agreement due to a Force Majeure Event, the party affected by such Force Majeure Event shall be excused from whatever performance is impaired by such Force Majeure Event, provided that the affected party promptly, upon learning of such Force Majeure Event and ascertaining that it will affect its performance hereunder, (i) promptly gives notice to the other party stating the nature of the Force Majeure Event, its anticipated duration, and any action being taken to avoid or minimize its effect and (ii) uses its reasonable commercial efforts to remedy its inability to perform.. The suspension of performance shall be of no greater scope and no longer duration than that which is necessary. No obligations of either party which arose before the occurrence causing the suspension of performance and which could and should have been fully performed before such occurrence shall be excused as a result of such occurrence. The burden of proof shall be on the party asserting excuse from performance due to a Force Majeure Event.

Section 11.4 Amendments. No amendments or modifications of this Agreement shall be valid unless evidenced in writing and signed by duly authorized representatives of both parties.

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Section 11.5 Survival. Notwithstanding any provisions herein to the contrary, the obligations set forth in Articles 7 and 10 shall survive in full force despite the expiration or termination of this Agreement.

Section 11.6 No Waiver. It is understood and agreed that any delay, waiver or

omission by Owner or Operator with respect to enforcement of required performance by the other under this Agreement shall not be construed to be a waiver by Owner or Operator of any subsequent breach or default of the same or other required performance on the part of Owner or Operator.

Section 11.7 Notices. All notices and other communications (collectively "Notices") required or permitted under this Agreement shall be in writing and shall be given to each party at its address or fax number set forth in this Section 11.7 or at such other address or fax number as hereafter specified as provided in this Section 11.7. All Notices shall be (i) delivered personally or (ii) sent by fax, electronic mail, telegraph, registered or certified mail (return receipt requested and postage prepaid), or (iii) sent by a nationally recognized overnight courier service. Notices shall be deemed to given (A) when transmitted if sent by fax, electronic mail, or telegraph (provided the transmittal is confirmed), or (B) upon receipt by the intended recipient if given by any other means. Notices shall be sent to the following addresses:

TO OPERATOR: Sequoia Golf Woodlands, LLC 11830 S. Millbend Drive The Woodlands, TX 77380-1411 ATTN: _________________________ Tel: _______________________ Fax: _______________________ TO OWNER

Section 11.8 Fines and Penalties. If during the term of this Agreement any governmental or regulatory authority or agency assesses any fines or penalties against Operator or Owner arising from Operator's failure to operate and maintain Reserve ‘A’ in accordance with applicable Laws without Owner's prior written consent, such fines and penalties shall, subject to the limitations set forth in Article 11, be the sole responsibility of Operator and shall not be deemed a Reimbursable Cost.

: The Woodlands Township 2201 Lake Woodlands Dr. The Woodlands, TX 77380 ATTN: President / General Manager Tel: 281-210-3800 Fax:

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Section 11.9 Representations and Warranties. Each party represents and warrants to the other party that:

a. such party has the full power and authority to execute, deliver and perform this

Agreement and to carry out the transactions contemplated hereby; b. to the best of such party's knowledge, the execution, delivery and performance by

such party of this Agreement, does not and will not materially conflict with any legal, contractual, or organizational requirement of such party; and

c. there are no pending or threatened legal, administrative, or other proceedings that

if adversely determined, could reasonably be expected to have a material adverse effect on such party's ability to perform its obligations under this Agreement.

Section 11.10 Counterparts. The parties may execute this Agreement in counterparts, which shall, in the aggregate, when signed by both parties constitute one instrument. Thereafter, each counterpart shall be deemed an original instrument as against any party who has signed it.

Section 11.11 Governing Law. This Agreement is executed and intended to be performed in Montgomery County Texas and the laws of the State of Texas shall govern its construction, interpretation and effect.

Section 11.12 Partial Invalidity. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this Agreement shall remain in full force and effect and in no way be affected, impaired or invalidated.

Section 11.13 Captions. Titles or captions of Sections contained in this Agreement are inserted as a matter of convenience and for reference, and do not affect the scope or meaning of this Agreement or the intent of any provision hereof.

Section 11.14 Vendor's Warranties. For Owner's benefit, Operator shall obtain from sellers of equipment, material, or services (other than the Services), warranties against defects in materials and workmanship to the extent such warranties are reasonably obtainable, and, to the extent of any such warranties actually obtained, Owner releases Operator from any further liability arising in respect of such equipment, material or services (other than the Services) to the extent such liability is covered by any such warranty. Operator itself shall not be liable for any such warranties, or for any defects or damage caused by such equipment, material or services (other than the Services). Upon Owner's request, Operator agrees to take such steps as are necessary, short of litigation, to enforce said warranties. Each such warranty shall be enforceable by Owner for Owner's benefit or assignable by Operator to Owner without any further action or consent by or on the part of any third party. Unless otherwise requested, Operator shall administer such warranties and immediately notify Owner of any defects discovered or suspected that may be covered by such warranties. When requested, Operator shall assign any such warranty to Owner and assist Owner with the administration and

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enforcement of such warranty, or, if such warranty is not assignable to Owner, assist Owner with the administration and enforcement of such warranty.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized officers as of the date set forth in the preamble to this Agreement. OWNER The Woodlands Township, a political subdivision of the State of Texas By: Name: Title: OPERATOR Sequoia Golf Woodlands, LLC, a Texas limited liability company

By: Name: Title:

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EXECUTIVE SUMMARY


SUBJECT MATTER: Approval of Facilities Easement with Southwestern Bell Telephone in Section 42 of the Village of Sterling Ridge, ROSR B.

BUDGET IMPACT: There is no budget impact to the Township related to this easement. The terms of the easement call for ten dollars ($10.00) to be paid to the Township for the easement. In addition, Southwestern Bell will pay $300.00 as a cost recovery fee.

FACTS/HISTORY: Southwestern Bell (SWBT) is installing fiber optic cabinets at certain locations throughout The Woodlands to enhance their services. They intend to install the cabinets adjacent to existing copper line cabinets for which they already have an easement, connect the new easement to the street right of way, extending to a transformer which is required to power up the fiber optic cable. The location is on West Branch Crossing Drive at W. Archwyck Circle. The Community Associations approved 19 similar easements during the past three years. Legal counsel is reviewing the attached facility easement.

RECOMMENDED BOARD ACTION: It is recommended to approve the Facilities Easement Agreement with Southwestern Bell Telephone for Section 42 of the Village of Sterling Ridge, ROSR B and authorize the President to execute the easement.

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EXECUTIVE SUMMARY MEETING DATE: August 19, 2010 SUBJECT MATTER:

Memorandum of Agreement with the Houston-Galveston Area Council to provide trolley use information

BUDGET IMPACT: N/A FACTS/HISTORY:

Brazos Transit District (BTD) currently owns four trolley vehicles that are used for transit operations in The Woodlands Town Center. The vehicle engines employ a propane/electric hybrid technology which results in lower emissions.

Until June 2010, operational expenses of The Woodlands Township’s trolley program were subsidized through a pilot program grant from the Houston-Galveston Area Council (H-GAC) at a level of 50%. When the pilot program ended after three years, a new funding structure was put into place to share the operational cost between the Township and BTD. The Township currently pays 50% of operating expenses and BTD pays 50% of operating expenses.

During the period that H-GAC was providing funding for the trolley program, monthly information regarding trolley service was provided to H-GAC so as to allow the calculation of monthly NOx emission reductions derived from the trolley service . The information submitted each month included three monthly measures of trolley service:

- Passenger Boardings (Ridership)

- Number of Vehicle Miles Traveled

- Number of Passenger Miles Traveled

The information continues to be provided to the Township on a monthly basis by BTD as operator of the trolley system.

H-GAC has asked the Township to enter into an agreement to provide the same information on trolley service on a monthly basis as done the past three years.

Entering into an agreement with H-GAC will qualify The Woodlands Township for the Clean Air Champion designation and to be recognized at the annual Clean Air Action Leadership Awards ceremony for the Greater Houston area.

RECOMMENDED BOARD ACTION: Authorize the President/General Manager to execute an agreement, on behalf of The Woodlands Township, with Houston-Galveston Area Council to provide trolley service information to H-GAC on a monthly basis.

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EXECUTIVE SUMMARY


SUBJECT MATTER:

Receive a recommendation from the Public Facilities Administration Committee regarding a proposal to heat Creekwood Swimming Pool

BUDGET IMPACT: Based upon operating cost comparisons to a similar-sized outdoor heated pool in Port Aransas, that has historical records of gas, chemical and electric usage, the additional utility and chemical costs related to heating Creekwood Pool would be $23,371 annually. The comparison model compensates for pool size (Creekwood is 5% smaller) and weather, as The Woodlands is 15.81% colder in the heating months. The last three years of gas, chemical and electric bills were reviewed for both facilities and an estimated use and an historical use average were then calculated. From these numbers an “Additional Funding” model (estimated use-historical use) was created to identify the operating cost impact, which ranges from $23,000 to $36,000 (See Attachment A).

The Parks and Recreation Department has developed a complement of potential rentals, programs and other services that could be implemented to maximize the use of a heated facility and additional revenue streams. These programs assume an extended season capability, utilizing seasonal lifeguards – not a year round facility. Attachment B identifies these programs by in-house programs directly provided by Township staff and contract programs provided by a third party. Both in-house and contract programs would require additional seasonal staff – increase Lifeguards FTE by .33, whose costs have been included in the profit and loss projection. After all new revenue (rentals, programs, swim team) and the additional costs (chemicals, gas, guards) are factored in, the model results in a range from an annual positive income over expenses of $7,914 to an annual loss of $4,739.

FACTS/HISTORY: The Woodlands Swim Team (TWST) presented a proposal to heat Sawmill Park swimming pool. The Public Facilities Administration Committee considered this proposal at the March and May committee meetings and directed staff to work with TWST to determine the best suited pool for such a venture and to develop financial operating costs.

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Creekwood Park has been determined the pool of choice since there is an existing gas line already plumbed into the building and parking capability is better. The proposal includes TWST purchasing and installing the heater and water cover/blanket at its cost, while The Woodlands Township would provide ongoing operational funding. All equipment would become the property of The Woodlands Township. However, heating a pool increases the cost for chemicals, gas, and electricity, and if Township provided aquatics programming is expanded, additional staff costs are incurred. The estimated life span of a heater and a blanket is between 7 and 10 years. The proposal provides TWST access to the facility from 3:30 p.m. to 7:00 p.m. Monday-Friday and from 7 a.m. to 11 a.m. on Saturday from September 1 to April 15 each year. They would be responsible for staffing and security. This schedule would not adversely impact the open public summer swim of this pool. At all other times, the Township would use the facility for programs or have other third party users (schools, other swim teams, etc.) rent the facility. An option that has not been fully explored is to extend the public pool season year round. This concept would require hiring five (5) full time lifeguards at a cost of $40,000 per FTE (salary, benefits, training, supplies, etc.). $200,000 in additional operating costs would equate to generating an additional $100,000 in revenue to be in compliance with the 50% cost recovery goals for pool operations. It is not known at this time if this revenue potential is feasible. The Strong Firm has developed a draft Park Use Agreement - attached. The term of the agreement is two years, after which TWST would pay rates established by the Board for pool rentals / lane time.

RECOMMENDED BOARD ACTION: The Public Facilities Administration Committee reviewed this subject on August 12 and recommends approval of the concept of the proposed Park Use Agreement. It is recommended to authorize the President / General Manager to execute a Park Use Agreement with The Woodlands Swim Team provided the terms and conditions of the Agreement fully satisfy any concerns of the Committee and of the Board of Directors.

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PARK USE AGREEMENT ______________________________________________________________________________

This PARK USE AGREEMENT (“Agreement”) is entered into effective as of the 1st day of September, 2010 (“Effective Date”) by and between The Woodlands Swim Team, a Texas nonprofit organization (“TWST”), and The Woodlands Township, a political subdivisions of the State of Texas, duly created and operating pursuant to Chapter 289, Acts of the 73rd Texas Legislature, Regular Session, 1993, as amended (“The Township”) (TWST and The Township may hereafter individually be referred to as a “Party” or collectively referred to as the “Parties”).

RECITALS

WHEREAS, The Township is the owner and holder of certain real property rights and

interests in and to certain tracts of land in The Woodlands, Montgomery County, Texas, commonly known as Creekwood Park with an address of 3383 S. Panther Creek Drive, The Woodlands, Montgomery County, Texas consisting of approximately 14.67 acres and recorded under Montgomery County Clerk’s file number 2009- 116496 (the “Park”) which includes a lap pool and related amenities associated with such lap pool (the “Pool”);

WHEREAS, TWST desires to utilize the Pool and related areas as detailed herein and in

support thereof desires for the purposes of their convenience to utilize a portion of the Park to construct and install capital improvements for the purposes of installing a commercial grade pool heater (the “Heater”) and thermal blanket. The Park, the Pool and the installation location of the Heater are all as shown on Exhibit “A”

NOW, THEREFORE, in consideration of the recitals stated above, which all Parties agree are accurate and complete, the agreements, promises, and warranties set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

TERMS

hereto; and WHEREAS, The Township agrees to permit TWST to use certain portions of the Park

and Pool to construct improvements for the purposes of installing the Heater and a thermal blanket and the Pool as a swim practice and training facility in accordance with the terms and provisions hereof.

1. Use Area

: TWST is permitted to use the area identified as “Use Area” in Exhibit “A” attached hereto and incorporated herein for all purposes (“Use Area”) as a swim practice and training facility for its members. It is expressly understood by the Parties that no other use shall be permitted in the Use Area.

2. Improvements: Improvements to be constructed shall be: (i) the Heater; and (ii) a thermal blanket; which all shall be constructed, maintained, used and stored in according with plans approved in advance, in writing by the Development Standards Committee. Exhibit “B”

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attached hereto and incorporated herein for all purposes, identifies proposed improvements (“Proposed Improvements”) and the estimated costs of said improvements (“Initial Capital Cost”). Within ___ days of execution of this Agreement, TWST agrees to pay all of the Initial Capital Cost associated with the Proposed Improvements to The Township. The Township shall be responsible for disbursement of the Initial Capital Cost of the Proposed Improvements based upon draw requests submitted to The Township as such amounts are expended for the Proposed Improvements. TWST shall at all times remain fully responsible for contracting with the third party suppliers and contractors, submitting work plans, schedules, and contractor information and any other related items to the Township for their approval including any costs and work associated with engineering, gas meter and utility connections, ventilation, roofing, and any other costs or plans associated with installation of the Heater and thermal blanket. TWST shall be responsible for and pay prior to submitting any such costs to The Township, any costs in excess of the Initial Capital Cost to complete the Proposed Improvements and shall deposit any amounts in excess of the Initial Capital Cost with the Township immediately after receiving notice of any cost increase. The Township will withhold up to ten percent (10%) of the Initial Capital Costs and upon completion of the Proposed Improvements the total cost of the Proposed Improvements shall be calculated and authenticated by the Parties (“Final Capital Cost”). Once the Final Capital Cost is determined, then any retained amount held by The Township shall be paid to any contractors yet to be paid, TWST shall pay any remaining amounts due any third party, and if there is any amount left, TWST shall be reimbursed by The Township for the difference between the Final Capital Cost and the Initial Capital Cost should the Initial Capital Cost be greater than the Final Capital Cost. Notwithstanding anything to the contrary contained herein, the Proposed Improvements, once installed, shall become the sole and exclusive property of The Township, subject only to the terms and conditions of this Agreement for use thereof by TWST. 3. Limited Use

: TWST, its members, and invitees shall have access to the Use Area for use as a swim practice and training facility only during such times as indicated below and such other times as may be approved by the Director of Parks and Recreation for The Township in advance in writing. Use of the Use Area shall be subject to all applicable park rules and regulations.

a. Term: The term for utilization of the Use Area shall from September 1, 2010 to June 1, 2011 and from September 1, 2011 to June 1, 2012 (“Term”).

b. Utilization Time: The times during which TWST shall have the exclusive right to utilize the Use Area shall be Monday through Friday from 3:30 p.m. to 7:30 p.m. and on Saturdays from 7:00 a.m. to 11:00 a.m. throughout the Term (“Utilization Time”).

c. Right of First Refusal: TWST shall have a right of first refusal to utilize the Use

Area during all other times not covered by the Utilization Time during the term provided that TWST provide reasonable written notice to The Township of any date and time when they may wish to exercise said right so that The Township will have a reasonable opportunity to provide notice to others seeking to utilize the Use Area at times not covered by the Utilization Time but so noticed by TWST. In the event that TWST fails to give reasonable written notice to The Township of other dates and times of potential intended use, no right of first refusal shall exist for said dates or times.

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d. Insurance: TWST shall maintain all current levels of insurance obtained through

USA Swimming and shall provide a copy of this policy with its coverage terms and conditions and appropriate certificates of insurance to The Township. This policy shall include coverage for any and all personal injuries sustained by any member of TWST while at the Use Area arising from or related to use of the Use Area.

e. Lifeguards: TWST shall provide all necessary and appropriate lifeguards,

supervisors and Coaches, certified in CPR, First Aid, and Safety for Swim Coaches at its sole cost and expense and shall at all times maintain the appropriate swimmer to lifeguard ratio.

4. Fees: TWST agrees to pay to the Township prior to the 1st

day of each month under which a fee becomes due an amount based on scheduled usage times and calculated based on a charge of $6.50 per lane per hour of scheduled use, as contained in the estimated fee schedule in Exhibit “C” (“Fee Schedule”). The TWST shall not be responsible for payment of any fees based on said calculation until such time as the fees which TWST would have otherwise been required to pay shall exceed the Final Capital Cost, at which time TWST shall be responsible to pay all fees based upon said calculation for the remainder of the Term. The Township shall be responsible for maintaining a record of the total accumulated fees and notifying TWST in writing when the accumulated fees have reached a sum equal to or in excess of the Final Capital Cost and shall be responsible for providing monthly invoices for the fees as they accrue throughout the Term based on the scheduled usage time for that month.

5. Utilities and Maintenance

: The Township agrees to pay cost of utilities and maintenance associated with TWST’s use of the Use Area including the cost of electricity, gas, pool chemicals, trash removal, restroom maintenance, security, and water quality maintenance and monitoring. The Township agrees to maintain the pool located within the Use Area during the Utilization Time throughout the Term at a temperature of at least 81° F, unless such is caused by a failure of the Heater which is the result of a warranty issue and not a maintenance obligation of The Township. The Township assumes no responsibility for any loss of any property by TWST, its members, or invitees.

6. Emergency Contacts

: TWST agrees to provide to the Director of Parks and Recreation for The Township a list of emergency contact telephone numbers for TWST within seven (7) days of the execution of this Agreement, and to keep such list current at all times.

7. Release and Indemnification

: TWST hereby releases, indemnifies, and agrees to hold The Township, its officers, directors, agents, and employees harmless from and against any claim or cause of action of any type whatsoever, including but not limited to damage to person or property, arising out or in any manner associated with or related to the the construction and operation of any of the Proposed Improvements or any manner related to TWST’s use of the Use Area by TWST members, guests, coaches, parents, invitees, or any person in any manner associated with TWST and its activities, including, but not limited to, any damage, loss, or destruction of improvements or equipment.

91

8. Choice of Law

: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, excluding any conflict of laws rule or principal that might refer the governance or the construction of this Agreement to the law of another jurisdiction.

9. Venue

: This Agreement was negotiated and is performable in Montgomery County, Texas, and therefore the Parties agree that venue for any dispute under this Agreement is proper in that county.

10. Merger

: This Agreement and the schedules hereto set forth the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby, and supersede all prior agreements, arrangements, and understandings related to the subject matter hereof.

11. Amendment

: This Agreement may be amended, modified, superseded, or canceled, and any of the terms, provisions, covenants, representations, warranties, or conditions hereof may be waived only by a written instrument executed by all Parties hereto, or, in the case of a waiver, by the Parties waiving compliance.

12. Assignment

: The Agreement is binding upon TWST and its members, and their heirs, successors, and assigns. This Agreement and any rights hereunder (except where expressly provided in a signed writing to the contrary) are non exclusive and non assignable. Any assignment by one party without the prior written consent of the other party shall be void; provided that The Township may assign or transfer its rights and obligations under the Agreement upon written notice to TWST, without such prior consent to any successor of The Township, to a person or entity acquiring all or substantially all of the Park, or to a lender or any purchaser of the Park or to any entity that succeeds to any of the rights and obligations to provide governmental type services to the local community, including any city, county or state agency, including a newly formed municipality.

13. Good Standing

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURES ON THE FOLLOWING PAGE]

. Prior to execution of this Agreement, TWST shall furnish to The Township evidence from the Texas Secretary of State that TWST is an entity in good standing, and shall provide documentation evidencing its current officers and notice address.

92

IN WITNESS WHEREOF, the Parties have set their hands hereto, effective as of the

Effective Date above defined.

THE WOODLANDS TOWNSHIP, a political subdivision of the State of Texas By: _____________________________________ Don Norrell, President Date: ____________________________________ THE WOODLANDS SWIM TEAM a Texas nonprofit organization By: _____________________________________ Mike Manning, President Date: ____________________________________ EXHIBITS: Exhibit “A” – Use Area Exhibit “B” – Proposed Improvements and Estimated Costs Exhibit “C” – Fee Schedule

93

EXHIBIT “A”

SCHEMATIC OF CREEKSIDE PARK AND POOL

94

EXHIBIT “B”

BUDGET AND PLAN FOR PROPOSED IMPROVEMENTS

95

EXHIBIT “C”

SAMPLE FEE SCHEDULE September 2010

DATES SCHEDULED HOURS

LANES FEES

1-4 16 6 $624.00 5-11 24 6 $936.00 12-18 24 6 $936.00 19-25 24 6 $936.00 26-30 16 6 $624.00

Monthly Total $4056.00 Previous Total 0

TOTAL $4056.00 October 2010


LANES FEES

1-2 8 6 $312.00 3-9 24 6 $936.00

10-16 24 6 $936.00 17-23 24 6 $936.00 24-31 28 6 $1092.00

Monthly Total $4212.00 Previous Total $4056.00

TOTAL $8268.00 November 2010


LANES FEES

1-6 24 6 $936.00 7-13 24 6 $936.00 14-20 24 6 $936.00 21-27 24 6 $936.00 28-30 8 6 $312.00

Monthly Total $4056.00 Previous Total $8268.00

TOTAL $12,324.00

96

February 2, 2010

Mr. Chris Nunes Director, Parks and Recreation Department The Woodlands Township 8203 Millenium Forest Drive The Woodlands, TX 77381

Re: Proposal for Capital Improvements to Sawmill Pool and Off-season Lease Dear Mr. Nunes:

On behalf of The Woodlands Swim Team (TWST), I am pleased to make the following proposal for capital improvements to the community pool located at 2200 Millpark Drive in The Woodlands. TWST also proposes to commit to lease the facility in the off-season (from September 1st through June 1st,) during at least the next two years. As explained below, heating an existing community pool will permit TWST to expand current programs that serve the community. A heated community pool which is well utilized should ultimately generate sufficient revenue to cover the Township’s operating expenses. TWST believes that this is a “win-win” proposal for all stakeholders. TWST Background and Mission Statement

TWST is a non-profit organization governed by parents and a professional coaching staff whose mission is to pursue a winning tradition, both in and out of the water, by providing resources to enable each swimmer the opportunity to maximize their individual swimming potential, develop character, build teamwork and have fun in a family-oriented organization that serves the community.

TWST has served the Woodlands community for over thirty five years. Our membership is comprised of more than 300 children ages 4 to 19. We are consistently recognized as a top ten swimming club in USA Swimming Association by achieving one of the top “Gold Medal Club of Excellence Program” awards. Such awards recognize our team’s accomplishments in the water and our ability to manage the team within our financial resources.

Through hard work and dedication in the pool, the team has enjoyed tremendous athletic success in capturing numerous state age group swimming championships and placing swimmers in national championships and Olympic trials. The team is equally proud of its practice and tradition of giving back to the community, including reaching out to needy families and organizations to provide food, clothing and other goods on an annual basis. In

The Woodlands Swim Team A Winning Tradition

97

The Woodlands Township February 2, 2010 Page 2 addition, the team was recently profiled by the Houston media for helping support United States troops in Iraq.

The administrative work of running the team is undertaken entirely by parent volunteers who serve on the team’s Board of Directors and perform all support activities including governance, communications, fundraising, swim meet operations and management of team finances. These core activities are accomplished through 100 percent volunteer positions. No compensation is provided to any parents in return for their volunteer commitment. Need for Additional Pool Space In the Off-season After more than two decades training at the Woodlands Athletic Center (WAC), TWST moved to the new CISD Natatorium in Shenandoah (the “Nat”) at the end of 2008 when the WAC closed. While we appreciate the opportunity to train and lease space at the new facility, our ability to serve the community at large is constrained by the available water and practice times at the Nat. There are limits to how many swimmers can use allotted lanes during practice. There are also numerous other programs not affiliated with TWST that compete for lane space and restrict practice times at the Nat. Continued population growth in the Woodlands, combined with heightened interest in swimming following the recent Summer Olympic Games, have resulted in a considerable increase in membership and participation in TWST. Thus, we are seeking additional practice facilities within the boundaries of the Woodlands. We believe the following proposal represents a unique “win-win” opportunity for the team and The Woodlands Township, by creating a new opportunity to use existing pools in off-season, while minimizing the financial responsibility of The Woodlands Township and creating what ultimately should be a means for the Township to generate additional revenue from existing assets. Our proposal is as follows: Proposal for Capital Improvements TWST proposes to pay for the installation of a commercial grade pool heater (Lochinvar Copper-Fin 2 Model CPN 2071) at the Sawmill Pool. The equipment shall be approved by the Township, and we propose that it should be purchased in the Township’s name to facilitate the performance of warranty work if necessary. The work shall be undertaken by a contractor who submits a work plan and schedule to TWST and the Township, meets the approval and requirements of the Township, and shall carry appropriate and necessary levels of insurance. TWST shall purchase and maintain the use of a thermal blanket to limit evaporation and retain heat. TWST has also budgeted for and shall pay for the necessary engineering, gas meter and utility connection, ventilation, roofing, and associated costs of installing the heater. Attached is an estimated budget for such improvements in the amount of $56,211. Upon completion and commissioning of the heater installation, the final capital

98

The Woodlands Township February 2, 2010 Page 3 cost of the project and pool cover shall be determined and substantiated with receipts paid by TWST (the “Initial Capital Cost”). Term of the Lease and Hours of Utilization

TWST proposes to lease the pool from the Township for an initial term, as defined below. TWST expects to utilize the pool from September 1st through June 1st for at least the next two years. We anticipate that TWST shall utilize the pool on Monday through Friday from 3:30 p.m. to 7:30 p.m. and on Saturdays from 7:00 a.m. to 11:00 a.m. TWST proposes that we be given a right of first refusal to utilize the pool at other times if necessary. The fee for TWST to lease the pool shall be calculated based on a charge of $6.50 per lane hour. This fee schedule is consistent with charges paid by the team at the Nat and to the Township in September and October in 2009 when TWST rented various community pools.

We propose that the initial term of the lease be of sufficient length to allow TWST to recover its Initial Capital Cost. We propose that no lease payments or fees shall be required to be paid by TWST to the Township until TWST has recovered its Initial Capital Cost. Based on the estimated utilization schedule and rates set forth above (i.e. number of lane hours and applicable fee schedule), we estimate that the credit TWST would receive on account of its capital investment would be depleted on or about February, 2012, at which time fees would become due and payable by TWST for its use of the facility. Utilities and Maintenance TWST proposes that the Township bear and assume financial responsibility for the cost of electricity, gas, chemicals and other expenses of maintaining the facility, such as trash removal, maintenance of the restrooms, security, and the monitoring and maintenance of water quality. Based on our experience with other stakeholders and members of the swimming community who should have an interest in using this facility in the off-season, TWST believes that the Township shall have a significant opportunity to recoup its operating expenses by renting the facility to other groups that will generate revenue, such as learn to swim programs, the Masters Swim Team, and birthday parties. The use of the facility by TWST alone after the initial term should generate sufficient fees to cover the Township’s costs during the off-season. Insurance TWST shall maintain current levels of insurance obtained through USA Swimming. The coverage terms and conditions of this policy shall be provided to the Township for review and appropriate certificates of insurance shall be provided to the Township. Generally, the insurance obtained through USA Swimming covers personal injuries incurred by any team member training at the facility, up to the limits of coverage provided by the policy. TWST assumes that the Township shall maintain its property and other insurance covering real property, equipment, and other fixtures at the site.

99

The Woodlands Township February 2, 2010 Page 4 Lifeguards TWST coaches are certified in CPR, First Aid, and Safety for Swim Coaches and shall supervise the use of the facility by TWST at the necessary and appropriate lifeguard to swimmer ratio. Insurance obtained by TWST through USA Swimming covers this activity.

Other Discussion Points/Required Pool Temperature/Overhead Lighting TWST requires the pool to be maintained at an average temperature of at least 81º F. As noted above, TWST believes that the utilization of thermal blankets shall greatly assist in maintaining heat and limiting evaporation during off-season use. Overhead lighting at the facility will also need to be sufficient to ensure safe use of the facility in winter months. Potential Future Phased Developments TWST is very optimistic that this proposal will be a “win-win” for the team, the community at-large, and the Township. Assuming this proposal is successfully executed, TWST expects to be in a position to propose a second phase whereby TWST would install a heater at an additional community pool for off-season use on similar financial terms. Conclusion I look forward to discussing this proposal with you, addressing any questions or concerns you may have, and working toward continuing to serve the needs of the community and The Woodlands Swim Team. Thank you for your consideration. Sincerely, Pat Norris Past President & Member of the Board of Directors cc: Mike Manning, TWST President

Attachments

100

40' -

4 1

/4"

75' - 4 1/4"

75' -

8 1

/2"

30' - 4 1/4"

Sawmill Pool6 lanesvolume = 180,000 gallonssurface area = 4,050 SF

Proposed Pool Heater Location(inside existing Pump Room)

Scale

Project numberDate

Drawn by

Checked by 1/32" = 1'-0"

1/31/2010 3:11:59 PM

A-1

Site PlanTWT2010

The Woodlands TownshipSawmill Pool

ImprovementsFeb. 01, 2010

FPN

FPN

101

Scale

Project numberDate

Drawn by

Checked by

1/31/2010 3:12:00 PM

A-2

PhotosTWT2010

The Woodlands TownshipSawmill Pool

ImprovementsFeb. 01, 2010

FPN

FPN

Exterior View of Pool and Pump Room

Interior View of Pump Room

102

The Woodlands Swim Team Pool Heater Budget

Location SawmillAddress 2200 Millpark Drive

Pool

Total number of gallons 180,000 gallons

Surface area 4,050 square feet

Number of lanes 6 lanes

Equipment configuration 1 pump

Proposed heater location interior or exterior

Parking no turnaround, minimal

Utilities

Install gas service to site $2,300

Install gas meter $1,000

Install electrical circuit existing circuits adequate

Equipment

Heater $23,000

Lochinvar Copper‐Fin2

Model CPN 2071

Engineering $3,500

Installation $5,000

Ventilation/ Roofing $3,000

Exterior Lighting $1,000

Miscellaneous

Thermal Pool Covers $7,386

Reel for Pool Covers $8,025

Shipping $2,000

Lane Ropes by TWST

Lane Rope Spools by TWST

TOTAL $56,211

103

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EXECUTIVE SUMMARY


SUBJECT MATTER:

Receive a recommendation from the Public Facilities Administration Committee regarding the issuance of Permits for the Public Space Vending Program

BUDGET IMPACT: The proposed permit fee to the Township is $600 for a twelve month permit period for each permit issued.

FACTS/ HISTORY: Earlier this year, the Public Facilities Administration Committee (PFAC) approved procedures for issuing Stationary Designated Public Space Vending Permits. As a result, one permit was issued by the Board of Directors for Northshore Park for $600. Apparently, from feedback from potential vendors, the $3,000,000 General Liability Insurance requirement was cost prohibitive, especially for markets of unknown value.

The reason for the $3,000,000 amount as opposed to the typical $1,000,000 was due to The Woodlands Land Development Company’s (TWLDC) requirement of their existing vendor in Waterway Square and any vendor the Township may obtain for locations along the Waterway on land owned by TWLDC but managed by the Township.

Therefore, it is proposed to delete the three locations on TWLDC property as Township vending sites, reduce the insurance requirement to $1,000,000, and establish a permit fee of $600. Potential vendors would be able to submit an application for a permit, which would be reviewed by the committee for a recommendation to the Board for award of permit. The revised procedures are attached.

In addition, there have been several requests to vend from mobile units in the parks. A similar procedure to the Stationary Designated Public Space Vending Permit procedure has been developed for Mobile Public Space Vending Permits. This would allow mobile vending in most village and area parks – such as ice cream and snow cone trucks. A permit would allow a vendor access to 23 parks for a twelve month period. Parks that have contracted concession stands have not been included. The proposed Mobile Space Program procedures are attached.

RECOMMENDED BOARD ACTION: The PFAC reviewed this subject on August 12 and recommends approval of the revisions to the Stationary Designated Public Space Vending Program and the adoption of the Mobile Public Space Vending Permit Program.

105

THE WOODLANDS TOWNSHIP Mobile Public Space Vending Permits

1. INTRODUCTION:

1.1. The Woodlands Township (Township) shall administer a program to receive, review, and approve permit applications for individuals that desire to vend under the Mobile Public Space Vending Program.

1.2. This procedure establishes guidelines for the permitting process for vending at twenty-one

(21) park sites considered to be Mobile Public Spaces.

2. PURPOSE:

2.1. To establish administrative procedures for the application, selection, and permitting process in order to monitor and control the quantity and quality of vendors who desire to vend at parks owned or managed by The Woodlands Township.

3. DEFINITIONS:

3.1. “Township” means The Woodlands Township. 3.2. “Department” means the Community Services Department.

3.3. “President/ General Manager” means the President/ General Manager of The Woodlands Township.

3.4. “Assistant General Manager” means the Assistant General Manager of Community Services. 3.5. “Petitioner” means any prospective vendor submitting a Proposal for a vending Permit under

this program.

3.6. “Potential Vendor” means any Petitioner that has been selected for further consideration and instructed to proceed with the Permit Application. 3.7. “Qualified Petitioner” means a petitioner whose Permit Application has been approved and is

in compliance with the stated requirements. 3.8. “Selected Vendor” means the Qualified Petitioner who is issued a Permit to vend in the

Mobile Public Space Vending Program. 3.9. “Site” means the twenty-one Mobile Public Space Vending locations identified in 4.1.

4. PUBLIC SPACE VENDING SITES:

4.1. The following are the 20 park locations designated as the Mobile Public Space Vending Site (Site) as graphically located on Exhibit “A”:

106

4.1.1. Alden Bridge Sports Park

4.1.2 Alden Bridge Park

4.1.3. Cranebrook Park

4.1.4. Forestgate Park

4.1.5. Harper’s Landing Park

4.1.6. Creekwood Park

4.1.7. Lakeside Park

4.1.8. Sawmill Park

4.1.9. Ridgewood Park

4.1.10. Falconwing Park

4.1.11. Shadowbend Park

4.1.12. Windvale Park

4.1.13. Cattail Park

4.1.14. Terramont Park

4.1.15. Tamarac Park

4.1.16. Pepperdale Park

4.1.17. Northshore Park

4.1.18. Meadowlake Park

4.1.19. Grogan’s Point Park

4.1.20. May Valley Park 4.2. Each location is restricted to the parking lot area of each of the parks. The mobile vending

unit must park in parking spaces designated for the park, obey all traffic laws and regulations and follow any additional requirements for each site as determined by the Township.

4.3. Township may adjust the size and location of these sites as deemed necessary and

appropriate. 4.4. The Site (the parks) does not have access to any utilities such as water, electricity, gas or

sewer. Township will not provide any such utilities or services to the sites. The Mobile Vending unit must be self contained.

5. APPLICATION PROCESS:

5.1. Prospective vendors (Petitioner) wishing to vend as part of this program may obtain a permit packet from the Township’s website www.thewoodlandstownship-tx.gov or from the Department at the Township Service Center, located at 2201 Lake Woodlands Drive, The Woodlands, Texas from 8:00 a.m. to 5:30 p.m. Monday through Friday, except for holidays.

5.2. A Petitioner who is selected as a Potential Vendor must submit a completed Permit

Application to be considered as a Qualified Vendor. At the time of submission of the

107

http://www.thewoodlandstownship-tx.gov/�

application, Potential Vendor shall be required to provide a copy of a valid State of Texas photo I.D., proof of legal right to work status in the United States, a copy of an Assumed Name Certificate issued by Montgomery County and copies of any local, state, and federal licenses or permits required for the business operation.

5.3. Petitioner must be eighteen (18) years of age or older at the time of application. 5.4. Petitioner shall be limited to natural persons, no corporate entities shall be allowed.

5.5. Petitioner acknowledges and agrees that criminal convictions for any felony offense, any sexual offense including misdemeanors, offense to a child including misdemeanors, any offense requiring registration as a sexual offender will result in denial of Petitioner’s Application, without limitation.

5.5.1. Potential Vendor(s) will be required to submit a completed criminal history investigation as part of the approval process.

5.5.2. This criminal history investigation shall include local, state, and federal records for

the past twenty years from date of application. 5.5.3. Potential Vendor(s) must request the criminal history check from:

5.5.3.1. Montgomery County Sheriff’s Office Records Division; 5.5.3.2. Texas Department of Public Safety Crime Records Service; 5.5.3.3. Federal Bureau of Investigation CJIS Division.

5.5.4. Potential Vendor shall be responsible for all cost or fees associated with this criminal background investigation. All fees are non-refundable.

5.5.5. Petitioner is advised that a criminal background investigation may take up to 45

days for completion of the federal records check, and it is the Petitioner’s responsibility to provide said completed criminal background check for the approval to be complete.

5.6. Potential Vendor shall submit a State of Texas Sales and Use Tax Permit I.D. Number issued

by the State Comptroller’s Office. Said Sales Tax and Use Permit must be in compliance and in good standing. If not confirmed to be valid, the Petitioner will not be eligible to participate as a Qualified Petitioner.

5.7. Each Petitioner will submit a list of products or services that he or she will be selling,

including manufacturing information, with the application. This submittal shall include pictures of or actual products, method and/or manner of display, representations of containers/ carts and/or any other information requested. No third party advertising will be allowed in method or manner of display. A list of prohibited items can be found below under Rules and Regulations, Section 9.

5.8. Each Potential Vendor shall submit a letter from an agent authorized to bind the Potential

Vendor and their company to the required coverage, limits, and termination provisions

108

provided in Section 6.9 below verifying that Potential Vendor is qualified for said coverage and that Insurance Agent agrees to provide coverage to Potential Vendor if Potential Vendor is selected as a Vendor under this program.

5.9. The Department shall review the Proposals and completed applications for compliance with

the stated requirements.

6. VENDOR SELECTION:

6.1. The Public Facilities Administration Committee will review the permit applications and make recommendations to the Township Board of Directors for issuance of permit.

6.2. Criteria used for Vendor Selection will be based upon, but may not be limited to:

6.2.1. Merchandise or product(s) to be sold;

6.2.2. Vending equipment, van, truck, vehicle;

6.2.3. Retail Pricing;

6.2.4. Signage;

6.2.5. Proposed hours of operation;

6.2.6. Previous experience;

6.2.7. References.

6.3. Each Petitioner shall be notified if they have been selected to participate in the Mobile

Public Space Vending Program as a Potential Vendor. 6.4. Potential Vendors will be notified in writing. Potential Vendors must notify the Township in

writing within ten (10) business days of their acceptance of the respective site. Vending must commence no later than forty-five (45) days from the effective date of the Permit.

6.5. All Potential Vendors must submit the completed criminal history checks, a permit

application, provide Letter of Authorization to bind insurance per Section Six and agree to pay the accepted and approved fee.

6.6. In no event shall the Selected Vendor be allowed to sell, assign, subcontract, or sublease

their Permit rights and any attempt to do so shall result in the immediate revocation of the Selected Vendor’s Permit rights.

6.7. The Selected Vendor shall:

6.7.1. Be responsible for all vending activities taking place on the site, including any infractions of these policies and procedures;

6.7.2. Have an emergency contact number on file with the Department.

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6.8. Prior to issuance of a Permit, the Qualified Petitioner must provide to the Township an original completed Certificate of Insurance, which shall be completed by an agent authorized to bind the Selected Vendor and their company to the required coverage, limits, and termination provisions. 6.8.1. The original certificate must have the agent’s original or facsimile signature,

including the signer’s company affiliation, title, and telephone number, and be mailed directly from the agent to the Township.

6.9. The Selected Vendor is required to provide the following insurance coverage in their

Certificate of Insurance covering all vending activities occurring within the site:

6.9.1. Commercial General Liability Coverage, which will include Products and Completed Operations, Independent Contractors in the amount of $1,000,000.00 per occurrence for Bodily Injury and Property Damage;

6.9.2. Automobile Liability with a limit of not less than $1,000,000 each accident.

6.10. All insurance contracts and Certificates of Insurance shall name the Township and its Directors, officers and employees as additional insured, with the exception of the workers’ compensation policies.

7. PERMIT PROCESS:

7.1. The Assistant General Manager shall issue the Mobile Public Space Vending Program Permits to the Selected Vendor(s) by the Board of Directors.

7.2. Each Permit shall be valid only for one Mobile vehicle that is used for the Mobile Public

Space Vending Program. 7.3. Each Permit badge shall include:

7.3.1. The Permit Number as issued by the Community Services Department; 7.3.2. A photo of the approved vendor; 7.3.3. Approved vendor’s contact information:

7.3.3.1. Phone number(s);

7.3.3.2. Residence Address: Address must match permit application information;

7.3.4. Permit Validity Dates. 7.4. The permit badge shall be displayed prominently, professionally, and at all times by the

approved petitioner. 7.5. Replacement permits are available for an additional fee of $25.00.

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8. PERMIT FEES:

8.1. The permit fee is $600 for one year for one Mobile Vending unit for each Selected Vendor.

Fees are subject to change during the term with Township and Selected Vendor approval.

9. RULES AND REGULATIONS: 9.1. Vending at the public spaces will be allowed during regular park hours. The hours of the

vending operation are determined by the Selected Vendor and may change as the Selected Vendor deems necessary, provided the hours of operation do not significantly deviate from the hours of operation submitted in the permit application submitted to the Township. Township must be notified immediately of any change in the hours of operation.

9.2. Allowed Vending:

9.2.1. Novelty and souvenir items;

9.2.2. Hats and caps, T-shirts;

9.2.3. Flowers;

9.2.4. Jewelry;

9.2.5. Arts and crafts and the production of such products;

9.2.6. Non amplified music;

9.2.7. Sno-cones, ice-cream;

9.2.8. Hot Dogs, sandwiches;

9.2.9. Soft drinks, soda, water;

9.2.10. Towels;

9.2.11. Sun glasses.

9.3. Prohibited Vending:

9.3.1. Sexually explicit and/or drug related paraphernalia;

9.3.2. No Obscene Material;

9.3.3. Real estate transactions and vacation packages, including but not limited to: time shares, rentals, and vacations clubs or other similar arrangements;

9.3.4. Marketing and advertising activities, including but not limited to: soliciting for memberships or credit card applications – except for those marketing and advertising activities of or sponsored by the Township that Vendor agrees to promote on or from the Mobile Vending unit on behalf of the Township;

9.3.5. Tobacco products;

9.3.6. Clothing, other than that specified in 9.4.2.;

9.3.7. No Printed Materials, including but not limited to newspapers, books, comic books, and magazines;

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9.3.8. Other services or products not approved by the Township prior to issuance of the Mobile Public Space Vending Program Permit.

9.4. All transactions, including display, sales, queuing, seating, etc. and any interactions with

customers or potential customers, shall occur completely within the immediate proximity of the mobile unit used for vending.

9.5. No vending is permitted in, on, or to the public right of way/pathway/sidewalk in such a

way as to impede pedestrian traffic along the right of way/pathway/sidewalk. Vendor shall, at all times, keep free from obstructions of any kind the sidewalks adjacent to the Public Space.

9.6. Certain special events, such as the Arts Festival, Lighting of The Doves and other such

events, may take precedence over Mobile Public Space Vending Program Permits. As such, vending may not be allowed, or may be restricted, limited or relocated during such special events. Selected Vendor will be given 30 days advance notice of any restrictions, limitations or relocations.

9.7. Selected Vendor shall not construct, or allow to be constructed, any improvements or

structures on the Site nor shall vendor make, or allow to be made, any alterations to the Site.

9.8. Selected Vendor shall, at all times, keep the Site and surrounding area free from trash,

litter or other debris caused by or related to the operation of the Permit. Vendor will make every effort to provide zero waste products and recycling containers available to customers.

9.9. Township shall not be responsible for any theft, damages or destruction of goods and/or

property of vendor both during the term of the Mobile Public Space Vending Program Permit and as so left on the public space after vendor vacates the public space. If said goods and any other property placed by vendor upon the Public Space are not removed after hours of operation, then the Township may remove same without further notice or liability therefore.

9.10. Selected Vendors must adhere to all Township Orders, Rules and Regulations and

Covenants, including sound restrictions. 9.11. Vendor shall pay, on or before their respective due dates to the appropriate collecting

authority, all Federal, State and local taxes and fees which are now or may hereafter be levied upon the Vendor, or upon the business conducted on the public space, or upon any of Vendor’s property used in connection therewith; and shall maintain in current status all Federal, State and local licenses and permits required for the operation of the business conducted by Vendor. Failure to comply with the foregoing provisions shall constitute grounds for termination of the Public Space Vending Permit by the Township.

9.12. Vendor shall not assign the permit or sublet or sell the permit or any part thereof. Any of

the previous actions shall constitute grounds for termination of the Public Space Vending Permit by the Township.

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9.13. Any violation of these policies and procedures may result in the immediate revocation of the Permit; and may result in the issuance of a criminal citation or an administrative statement of violation.

10. TERMINATION:

10.1. The Township can terminate the Permit for any reason with thirty days prior notice. 10.2. Selected Vendor can terminate the Permit for any reason with thirty days prior

notice. 10.3. Any fees paid or due to the Township will not be refunded, rebated, or prorated for early

termination of the Permit.

All information related to this program may be obtained from:

The Woodlands Township Community Services Department

2201 Lake Woodlands Dr. The Woodlands, Texas 77380

281-210-3800

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THE WOODLANDS TOWNSHIP Stationary Designated Public Space Vending Permits - REVISED

1. INTRODUCTION:

1.1. The Woodlands Township (Township) shall administer a program to receive, review, and approve permit applications for individuals that desire to vend under the Stationary Designated Public Space Vending Program.

1.2. This procedures establish guidelines for the permitting process for vending on the nine (9)

Stationary Designated Public Spaces.

2. PURPOSE:

2.1. To establish administrative procedures for the application, selection, and permitting process in order to monitor and control the quantity and quality of vendors who desire to vend and/or entertain in Waterway Square, Town Green Park and at Northshore Park.

3. DEFINITIONS:

3.1. “Township” means The Woodlands Township. 3.2. “Department” means the Community Services Department.

3.3. “President/ General Manager” means the President/ General Manager of The Woodlands Township. 3.4. “Assistant General Manager” means the Assistant General Manager of Community Services. 3.5. “Petitioner” means any prospective vendor submitting a Proposal for a vending Permit under

this program.

3.6. “Potential Vendor” means any Petitioner that has been selected for further consideration and instructed to proceed with the Permit Application. 3.7. “Qualified Petitioner” means a petitioner whose Permit Application has been approved and is

in compliance with the stated requirements. 3.8. “Selected Vendor” means the Qualified Petitioner who is issued a Permit to vend in the

Stationary Designated Public Space Vending Program. 3.9. “Site” means one of the twelve Stationary Designated Public Space Vending locations, as per Exhibits “A” & “B” of Section 4.

4. DESIGNATED PUBLIC SPACE VENDING SITES:

4.1. The following are the nine (9) Stationary Designated Public Space Vending Sites (Sites), as graphically located on Exhibits “A” & “B”:

4.1.1. Site 1 described as the north location in Town Green Park;

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4.1.2. Site 2 described as the center location in Town Green Park;

4.1.3. Site 3 described as the south location in Town Green Park;

4.1.4. Site 4 described as the west location in Town Green Park;

4.1.5. Site 5 described as the north east location in Waterway Square;

4.1.6. Site 6 described as the south west location in Waterway Square;

4.1.7 Site 7 described as the west location in Northshore Park;

4.1.8. Site 8 described as the center location in Northshore Park;

4.1.9. Site 9 described as the east location in Northshore Park.

4.2. Each Site will be approximately sixty (60) square feet. Each space will be marked in a manner deemed appropriate by the Township.

4.3. Township may adjust the size and location of these sites as deemed necessary and

appropriate.

4.4. Most sites do not have access to any utilities such as water, electricity, gas or sewer. Township will not provide any such utilities or services to the sites.

5. APPLICATION PROCESS: 5.1. Prospective vendors (Petitioner) wishing to vend as part of this program may obtain a

Permit information packet from the Township’s website www.thewoodlandstownship-tx.gov or from the Department at the Township Service Center, located at 2201 Lake Woodlands Drive, The Woodlands, Texas from 8:00 a.m. to 4:00 p.m. Monday through Friday, except for Holidays.

5.2. A Petitioner must submit a completed Permit Application to be considered as a Potential

Vendor. At the time of submission of the application, Potential Vendor shall be required to provide a copy of a valid State of Texas photo I.D., proof of legal right to work status in the United States, a copy of an Assumed Name Certificate issued by Montgomery County and copies of any local, state, & federal licensees or permits required for the business operation.

5.3. Petitioner must be eighteen (18) years of age or older at the time of application. 5.4. Petitioner shall be limited to natural persons, no corporate entities shall be allowed.

5.5. Petitioner acknowledges and agrees that criminal convictions for any felony offense, any sexual offense including misdemeanors, offense to a child including misdemeanors, any

offense requiring registration as a sexual offender will result in denial of Petitioner’s Application, without limitation.

5.5.1. Potential Vendor(s) will be required to submit a completed criminal history investigation as part of the approval process.

5.5.2. This criminal history investigation shall include local, state, and federal records for

the past twenty years from date of application.

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5.5.3. Potential Vendor(s) must request the criminal history check from: 5.6.3.1. Montgomery County Sheriff’s Office Records Division; 5.6.3.2. Texas Department of Public Safety Crime Records Service; 5.6.3.3. Federal Bureau of Investigation CJIS Division;

5.5.4. Potential Vendor shall be responsible for all cost or fees associated with this criminal background investigation. All fees are non-refundable.

5.5.5. Petitioner is advised that a criminal background investigation may take up to 45

days for completion of the federal records check, and it is the Petitioner’s responsibility to provide said completed criminal background check for the approval to be complete.

5.6. Potential Vendor shall submit a State of Texas Sales and Use Tax Permit I.D. Number

issued by the State Comptroller’s Office. Said Sales Tax and Use Permit must be compliance and in good standing. If not confirmed to be valid, the Petitioner will not be eligible to participate as a Qualified Petitioner.

5.7. Each Petitioner will submit a list of products or services that he or she will be selling,

including manufacturing information, with the application. This submittal shall include pictures of or actual products, method and/or manner of display, representations of containers/ carts and/or any other information requested. No third party advertising will be allowed in method or manner of display. A list of prohibited items can be found below under Rules and Regulations, Section 9.

5.8. Each Potential Vendor shall submit a letter from an agent authorized to bind the Potential

Vendor and their company to the required coverage, limits, and termination provisions provided in Section 6.9 below verifying that Potential Vendor is qualified for said coverage and that Insurance Agent agrees to provide coverage to Potential Vendor if Potential Vendor is selected as a Vendor under this program.

5.9. The Department shall review the Proposals and completed applications for compliance with

the stated requirements. 5.10. Prior to commencement of operation, any proposed use of a cart, kiosk, similar equipment or temporary structure related to the Vending operation will require the approval of the Community Standards Committee for sites 1 through 6; and of the Development Standards Committee for Sites 7, 8 and 9.

6. VENDOR SELECTION:

6.1. The Public Facilities Administration Committee will review the applications and make recommendations to the Township Board of Directors for selection.

6.2. Criteria used for Vendor Selection will be based upon, but may not be limited to:

6.2.1. Site Location proposed;

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6.2.2. Merchandise or product(s) to be sold;

6.2.3. Vending equipment, set-up, cart or kiosk;

6.2.4. Retail Pricing;

6.2.5. Signage;

6.2.6. Proposed hours of operation;

6.2.7. Previous experience;

6.2.8. References.

6.3. Each Petitioner shall be notified if they have been selected to participate in the Stationary Designated Public Space Vending Program as a Potential Vendor.

6.4. Potential Vendors will be notified in writing. Potential Vendors must notify the Township

in writing within ten (10) business days of their acceptance of the respective site. Vending must commence no later than forty-five (45) days from the effective date of the Permit.

6.5. All Potential Vendors must submit the completed criminal history checks, a permit

application, provide Letter of Authorization to bind insurance per Section Six and agree to pay the accepted and approved fee.

6.6. In no event shall the Selected Vendor be allowed to sell, assign, subcontract, or sublease

their Permit rights and any attempt to do so shall result in the immediate revocation of the Selected Vendor’s Permit rights.

6.7. The Selected Vendor shall:

6.7.1. Be responsible for all vending activities taking place on their designated site, including any infractions of these policies and procedures;

6.7.2. Have an emergency contact number on file with the Department for any times in

which they are not present at their authorized vending site.

6.8. Prior to issuance of a Permit, the Qualified Petitioner must provide to the Township an original completed Certificate of Insurance, which shall be completed by an agent authorized to bind the Selected Vendor and their company to the required coverage, limits, and termination provisions. 6.8.1. The original certificate must have the agent’s original or facsimile signature,

including the signer’s company affiliation, title, and telephone number, and be mailed directly from the agent to the Township.

6.9. The Selected Vendor is required to provide the following insurance coverage in their

Certificate of Insurance covering all vending activities occurring within the designated site:

6.9.1. Commercial General Liability Coverage, which will include Products and Completed Operations, Independent Contractors in the amount of $1,000,000.00 per occurrence for Bodily Injury and Property Damage;

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6.9.2. Automobile Liability with a limit of not less than $1,000,000 each accident.

6.10. All insurance contracts and Certificates of Insurance shall name the Township and its Directors, officers and employees as additional insured, with the exception of the workers’ compensation policies.

7. PERMIT PROCESS:

7.1. The Assistant General Manager shall issue the Stationary Designated Public Space Vending Program Permits to the Selected Vendor(s) designated by the Board of Directors.

7.2. Each Permit shall be valid only for the Stationary Designated Public Space Vending

Program. 7.3. Each Permit badge shall include:

7.3.1. The Permit Number, as issued by the Community Services Department; 7.3.2. A photo of the approved vendor; 7.3.3. Approved vendor’s contact information:

7.3.3.1. Phone number(s),

7.3.3.2. Residence Address: Address must match permit application information;

7.3.4. Identification of the approved Stationary Designated Public Space Vending Program Site;

7.3.5. Permit Validity Dates.

7.4. The permit badge shall be displayed prominently, professionally, and at all times by the

approved petitioner. 7.5. Replacement permits are available for an additional fee of $25.00.

8. PERMIT FEES:

8.1. The permit fee is $600 for one year for each Selected Vendor at each designated public space. Fees are subject to change during the term with Township and Selected Vendor approval.

9. RULES AND REGULATIONS:

9.1. Each permit issued shall be for a specific Stationary Designated Public Space Vending Program Site.

9.2. Only one Selected Vendor will be allowed to vend at each designated public space at any

single time.

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9.3. Vending at designated public spaces will be allowed during regular park hours. The hours of the vending operation are determined by the Selected Vendor and may change as the Selected Vendor deems necessary, provided the hours of operation do not significantly deviate from the hours of operation submitted in the application submitted to the Township. Township must be notified immediately of any change in the hours of operation.

9.4. Allowed Vending:

9.4.1. Novelty and souvenir items;

9.4.2. Hats and caps, T-shirts;

9.4.3. Flowers;

9.4.4. Jewelry;

9.4.5. Arts and crafts and the production of such products;

9.4.6. Non amplified music;

9.4.7. Sno-cones, ice-cream;

9.4.8. Hot Dogs, sandwiches;

9.4.9. Soft drinks, soda, water;

9.4.10. Towels;

9.4.11. Sun glasses.

9.5. Prohibited Vending:

9.5.1. Sexually explicit and/or drug related paraphernalia;

9.5.2. No Obscene Material;

9.5.3. Real estate transactions and vacation packages, including but not limited to: time shares, rentals, and vacations clubs or other similar arrangements;

9.5.4. Marketing and advertising activities, including but not limited to: soliciting for memberships or credit card applications - except for those marketing and advertising activities of or sponsored by the Township that Vendor agrees to promote on or from the Designated Vending Site on behalf of the Township;

9.5.5. Tobacco products;

9.5.6. Clothing, other than that specified in 9.4.2.;

9.5.7. No Printed Materials, including but not limited to newspapers, books, comic books, and magazines;

9.5.8. Other services or products not approved by the Township prior to issuance of the Stationary Designated Public Space Vending Program Permit.

9.6. Vendors must cover items from public view while transporting said items to and from the

Stationary Designated Public Space Vending Program site.

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9.7. All transactions, including display, sales, queuing, seating, etc. and any interactions with customers or potential customers, shall occur completely within the sixty (60) square feet of the Designated Public Space.

9.8. Vendors shall be allowed to utilize appropriate and approved methods of display for items

they are vending, such as a carrying case, table, basket, or bucket. Any vendor desiring to utilize a cart will require the approval of the committee as indicated in Section 5.10 above. Containers/carts used in vending of items cannot be left on the designated public space during non-operating hours as well as during other prohibited times, such as during special events or at any time that the vendor is not actively vending.

9.9. No vending is permitted in, on, or to the public right of way/pathway/sidewalk in such a

way as to impede pedestrian traffic along the right of way/pathway/sidewalk. Vendor shall, at all times, keep free from obstructions of any kind the sidewalks adjacent to the Designated Public Space.

9.10. Certain special events, such as the Arts Festival, Lighting of The Doves and other such

events, may take precedence over Stationary Designated Public Space Vending Program Permits. As such, vending on Waterway Designated Public Spaces may not be allowed, or may be restricted, limited or relocated during such special events. Selected Vendor will be given 30 days advance notice of any restrictions, limitations or relocations.

9.11. Selected Vendor shall not construct, or allow to be constructed, any improvements or

structures on the Waterway Designated Public Space nor shall vendor make, or allow to be made, any alterations to the Waterway Designated Public Space.

9.12. Selected Vendor shall, at all times, keep the Site and surrounding area free from trash,

litter or other debris caused by or related to the operation of the Permit. Vendor will make every effort to provide zero waste products and recycling containers available to customer.

9.13. Township shall not be responsible for any theft, damages or destruction of goods and/or

property of vendor both during the term of the Stationary Designated Public Space Vending Program Permit and as so left on the designated public space after vendor vacates

the designated public space. If said goods and any other property placed by vendor upon the Designated Public Space are not removed after hours of operation, then the Township may remove same without further notice or liability therefore.

9.14. Selected Vendors must adhere to all Township Orders, Rules and Regulations and

Covenants, including sound restrictions. 9.15. Vendor shall pay, on or before their respective due dates to the appropriate collecting

authority, all Federal, State and local taxes and fees which are now or may hereafter be levied upon the Vendor, or upon the business conducted on the designated public space, or upon any of Vendor’s property used in connection therewith; and shall maintain in current status all Federal, State and local licenses and permits required for the operation of the business conducted by Vendor. Failure to comply with the foregoing provisions shall constitute grounds for termination of the Public Space Vending Permit by the Township.

9.16. Vendor shall not assign the designated public space, or allow same to be assigned by

operation of law or otherwise, or sublet or sell the designated public space or any part

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thereof. Any of the previous actions shall constitute grounds for termination of the Public Space Vending Permit by the Township.

9.17. Any violation of these policies and procedures may result in the immediate revocation of

the Permit; and may result in the issuance of a criminal citation or an administrative statement of violation.

10. TERMINATION:

10.1. The Township can terminate the Permit for any reason with thirty days prior notice. 10.2. Selected Vendor can terminate the Permit for any reason with thirty days prior

notice. 10.3. Any fees paid or due to the Township will not be refunded, rebated, or prorated for early

termination of the Permit.

All information related to this program may be obtained from:

The Woodlands Township Community Services Department

2201 Lake Woodlands Dr. The Woodlands, Texas 77380

281-210-3800

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EXECUTIVE SUMMARY


SUBJECT MATTER:

Approval of a proposal to assume the operating and maintenance responsibilities for Lake Woodlands and the dam, beginning with the 2011 operating budget

BUDGET IMPACT: The FY 2010 Expense budget for the Lake Woodlands Property Owners Association (LWPOA) is $103,100. This includes $21,500 in public liability insurance, $10,000 for services to the Township, and $5,000 in general contingency. These expenses would not be necessary for the Township to operate and maintain. Therefore, $80,000 has been proposed in the FY 2011 Township Budget for the assumption of LWPOA responsibilities. LWPOA has carried a reserve fund for dam replacement which is projected to be $279,750 at year end.

FACTS/HISTORY: Lake Woodlands is an important recreational facility in The Woodlands and is used by residents from throughout the community. The primary costs to maintain the lake appear to be borne by a small group of property owners within the boundaries of the LWPOA while the lake is widely used by residents community-wide. As the Township has authority and responsibility for providing certain government services and the ability to collect sales tax and levy ad valorem property taxes to fund the costs of those services, it is appropriate for the Township to assume the responsibility of the lake and dam. Therefore, a concept proposal has been developed to consider assuming responsibility of the lake and dam from LWPOA. As part of the assumption of costs, we would expect the Township Board of Directors would be able to set policies for lake use and determine the maintenance standards. This can be accomplished by an assignment of the ground lease LWPOA has with The Woodlands Land Development Company to The Woodlands Township and the terminations of the agreements LWPOA has with the Township that were assigned from the Community Associations as part of the Transition Agreement. The proposal will address the transfer of money held by LWPOA in their reserve fund restricted for dam maintenance and repairs. We would expect this money to be transferred into a Township account restricted for the same purposes. A draft of the concept proposal is attached.

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RECOMMENDED BOARD ACTION: It is recommended to approve the concept proposal and authorize the President / General Manager to return to the Board in September with a finalized agreement for consideration.

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• The liability insurance required by TWLDC is normal and standard for the Township.

CONCEPT PROPOSAL

This Concept Proposal is made by The Woodland Township (Township) to the Lake Woodlands Property Owner’s Association (LWPOA) and to The Woodlands Land Development Company (TWLDC).

Lake Woodlands is an important recreational facility in The Woodlands and is used by residents from throughout the community. The primary costs to maintain the lake are currently borne by a small group of property owners within the boundaries of the LWPOA while the lake is widely used by residents community wide.

As the Township has authority and responsibility for providing certain government services and the ability to collect sales tax and levy ad valorem property taxes to fund the costs of those services, it is appropriate for the Township to assume the responsibility of the lake and dam.

Additionally, the Township accepted assignment of agreements LWPOA had with the Community Associations: a service agreement with the Woodlands Community Service Corporation for financial and lake management services; and an agreement with WCA, TWA, WCOA providing the association members access to lake in exchange for an annual fee.

LWPOA holds a ground lease agreement for the lake and dam granted by The Woodlands Land Development Company, owner of the lake and dam. The term of the lease ends on March 31, 2016, and shall automatically extend for ten successive periods of five years each, unless otherwise terminated. Therefore, for the mutual benefit of the members of LWPOA and the residents of The Woodlands Township, The Township proposes to accept an assignment of this ground lease between TWLDC and LWPOA and its related amendments, with the following understanding:

• LWPOA transfers the monies it holds in reserve for the repair

and maintenance of the dam to the Township. The Township would hold the money in a restricted use, trust or perpetual care account for the same purposes.

• The Township Board of Directors sets policy for lake use and

determines the maintenance standards consistent with the terms of the lease agreement.

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• LWPOA terminates the Agreements assigned to the Township from

the Community Associations. This Concept Proposal is intended to relieve LWPOA of the burden of maintenance and operational costs associated with the lake and dam, the costs of which are derived from assessment fees paid by LWPOA members; and to transfer this cost and lake management authority to the at-large population that benefits from the lake who pays ad- valorem property taxes and is represented by The Woodlands Township.

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EXECUTIVE SUMMARY


Authorization of Payment to Emergency Service District #10

BUDGET IMPACT: $663,248.72 FACTS/HISTORY: In December 2009, the Township Board of Directors took action to exclude overlapping emergency services districts (ESDs) from The Woodlands Township boundaries in order to relieve some property owners from having to pay for duplicate fire service from both The Woodlands Fire Department and the overlapping ESD. The action taken by the Board prevented the ESD from levying a tax after December 31, 2009 on properties within the Township’s boundaries. Resolution #026-09 (attached) was approved by the Township Board of Directors in December 2009. Section 4 states that “The Township shall compensate ESD 4, ESD 8, ESD 10, ESD 14, and ESD 7 for the Township’s pro rata share of the bonded and other indebtedness of each of such emergency services districts allocable to the portions of the Annexed Territory included within the boundaries of each of such emergency services districts, as of the date of final annexation of the Annexed Territory by the Township, promptly upon a final determination of the amount of compensation due to each, as computed according to the formula in Section 775.022(e), Texas Health and Safety Code.” Montgomery County Tax Assessor J.R. Moore, Jr. computed and allocated the indebtedness of each of the ESDs at the Township’s request. Mr. Moore’s letter and supporting data, dated February 19, 2010, is attached. The Township has previously paid Montgomery County ESDs 4 and 8, as well as Harris County ESD 7. The payment to Montgomery County ESD 10 was delayed while staff requested and analyzed additional information from the entity. That review has been completed, and staff recommends a debt allocation payment to ESD 10 in the amount of $663,248.72 as calculated by Mr. Moore. RECOMMENDED BOARD ACTION: Authorize a payment to Montgomery County Emergency Services District #10 in the amount of $663,248.72 pursuant to Resolution No. 026-09 adopted by The Woodlands Township Board of Directors on December 16, 2009.

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EXECUTIVE SUMMARY

August 12, 2010 SUBJECT MATTER: 1st

Amendment to the Facility Use Agreement between Lone Star College and The Woodlands Fire Department

BUDGET IMPACT: 2011 Operating Budget $50,000 2012 Operating Budget $50,000 FACTS/HISTORY: For many years, The Woodlands Fire Department (WFD) and Lone Star College – Montgomery (LSCM) discussed the need for and the possibility of LSCM offering emergency service educational programs, specifically basic fire fighting and basic emergency medical technician certification classes in the Montgomery County service area. One of the major challenges to conducting these types of training classes was the lack of an adequate facility in the area that would allow LSCM to fully train recruits in the science of fire suppression. During the early planning phase of The Woodlands Emergency Training Center (ETC), WFD entered into discussions with LSCM concerning the possibility of LSCM offering a Fire Science degree program and Emergency Services (fire and emergency medical service) certification classes at the ETC. These discussions were finalized in October 2008 and the ETC Facility Use Agreement between WFD and LSCM was developed, reviewed by legal counsel, and executed by WFD and LSCM. This agreement was effective September 1, 2008 for an initial two year term and is due to expire on August 31, 2010. According to this agreement LSCM paid WFD a usage fee of $42,000/year and in turn WFD provided LSCM with access to specific training equipment, classrooms, and office space at the ETC. The initial usage fee was based on an estimated annual operating cost of the ETC and LSCM’s anticipated use of the facility. College level emergency service classes were offered at the ETC beginning in January 2009 and continue to this day. To date approximately 140 students have completed Basic Fire Suppression and or Basic Emergency Medical Technician training at the ETC. These classes continue to be popular and consistently operate at 100% capacity. The initial facility use agreement is attached for your reference. In anticipation of the initial facility use agreement expiring on August 31, 2010, a 1st Amendment to this agreement has been drafted that extends the terms of the original

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agreement an additional 2 years, increases LSCM’s annual usage fee by 19% from $42,000 to $50,000, requires LSCM to pay WFD for routine maintenance and repairs to training equipment used by LSCM, and gives LSCM one additional private office. The 19% proposed increased to LSCM’s facility usage fee is based on historical operating expenses for the ETC, anticipated increases in those operating expenses over the next two years, and LSCM’s actual usage of the facility. It is estimated that the ETC will cost WFD $100,000/year to operate and LSCM will utilize approximately 50% of the facility to conduct day, night, and weekend classes. During the Transition process, ownership of the Emergency Training Center, as an asset, was transferred to The Woodlands Township and is leased back to The Woodlands Fire Department, which operates and staffs the facility. Due to this arrangement, The Woodlands Township has been added as a party to the Facility Use Agreement. A legal review has been completed on this first amendment to the Facility Use Agreement. A copy of the first amendment is attached for your reference. RECOMMENDED BOARD ACTION:

Approve the terms and conditions of the first amendment to the Facility Use Agreement between The Woodlands Township, The Woodlands Fire Department and Lone Star College – Montgomery and authorize The Woodlands Township President/General Manager to execute the first amendment to the Facility Use Agreement.

Township Board

Approve the terms and conditions of the first amendment to the Facility Use Agreement between The Woodlands Township, The Woodlands Fire Department and Lone Star College – Montgomery and authorize The Woodlands Fire Department President to execute the first amendment to the Facility Use Agreement.

WFD Board

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FIRST AMENDMENT TO THE FACILITIES USE AGREEMENT

BETWEEN LONE STAR COLLEGE SYSTEM

AND THE WOODLANDS FIRE DEPARTMENT, INC.

This Amendment, effective the 1st day of September, 2010, by and between the Lone

Star College System (hereinafter, "LSCS"), a public junior college system pursuant to Section

130.004 of the Texas Education Code, The Woodlands Township, a political subdivision duly

organized under the laws of the State of Texas, duly created and operating pursuant to Chapter

289, Acts of the 73rd

1. The Term of the Agreement shall be extended for two (2) years commencing on

September 1, 2010 and ending on August 31, 2012.

Texas Legislature, Regular Session, 1993, as amended, acting by and

through its Board of Directors, (hereinafter the “Township”) and The Woodlands Fire

Department, Inc. (hereinafter “WFD”).

WHEREAS, LSCS and WFD entered into that certain Facilities Use Agreement on

October 23, 2008 (the “Agreement”); and

WHEREAS, effective January 1, 2010, all of the assets of WFD were assigned to The

Township and leased back to WFD, including the Training Facility subject to this Agreement,

pursuant to a governance transition whereby the Township pursuant to their enabling legislation

agreed to take on certain responsibilities related to governmental services including but not

limited to the funding of fire protection services in The Woodlands through WFD; and

WHEREAS, the parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, it is hereby acknowledged, understood and agreed by and

between parties that:

2. Paragraph 10 in the section entitled “Lone Star College – Montgomery will

contribute” is amended to add the following:

“Lone Star College System – Montgomery shall pay WFD a fee not to exceed Fifteen

Thousand Dollars ($15,000.00) per year for operational costs including but not

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limited to Apparatus PM and repair, Diesel Fuel, Ladder Testing, and Self Contained

Breathing Apparatus testing and repair.”

3. Paragraph 11 in the section entitled “Lone Star College – Montgomery will

contribute” is amended to reflect a rental payment not to exceed Fifty Thousand

Dollars ($50,000.00) per year.

4. Paragraph 1 in the section entitled “Responsibilities and Commitments of both parties

are outlined below” is amended to read “Two offices at a location within the facility

as determined by WFD for a permanent LSC employee and use of workspace station

for adjunct instructors - Part-time LSC clerical position will be located in reception

area.

5. The Township joins this Agreement for the sole purpose to acknowledge the amended

use of the Training Facility and with regard to the modification in funding associated

with this Amendment.

All other terms and conditions stipulated in the Agreement shall remain in force and fully

applicable to this Amendment. In the case of any conflict between this Amendment and the

Agreement, this Amendment will govern.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Lone Star College System, The Woodlands Fire Department, Inc. and The Township have executed this amendment.

The Woodlands Fire Department, Inc. Lone Star College System

By: ________________________________ By: ________________________________ Rand Key

Printed Name: _______________________ Senior Vice Chancellor Title: ______________________________ The Woodlands Township By: _______________________________ Printed Name: ________________________ Title: _______________________________ Approved as to form: Approved as to form: By: _______________________________ By: _______________________________ The Strong Firm P.C. Shelby Boseman, Assoc. GC

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oo

Facilit ies Use Agreement(the "Agreement")

Between

Lone Star College - MontgomeryThe Woodlands Fire Department, Inc.

October 23,2008

Introduction:

Lone Star Col lege - Montgomery (LSC) and The Woodlands Fire Department, Inc. (WFD) are partnering

to serve the regional needs and to meet common goals upon complet ion of a new training faci l i ty. Thenew faci l i ty constructed and owned by The Woodlands Fire Department is a mult i -discipl ine emergency

training center in Montgomery County to be opened August 2008. The faci l i ty wi l l s i t on L3 acres andinclude a 20,000 sq. f t . educat ion bui lding with two large classrooms and four labs capable ofaccommodating 250 trainees, three f i re apparatuses and equipment bays, eight of f ices, physical

wel lness center, l ibrary and media rooms. The si te wi l l a lso include a four-story highly technical l iveburn/training tower and over three acres of paved dr i l l ground area suited for a var iety of special izedtraining scenarios.

The mission for the new Training Facility is:

The mission of The Woodlands Fire Department Emergency Training Center is to meet the preparedness

and development needs of regionol entities in the orea of emergency monogement and response. TheWoodlonds Fire Department Emergency Training Center seeks to provide a comprehensive, multi-

disciplined and coordinoted approoch in order to provide superior service for 'oll risk hezords".

Goals for the new Training Facility include:

. Provide the infrastructure necessary to carry out the mission and vision of The Woodlands FireDepartment Training Center

' Adequately train WFD personnel in the core services in which we provide to our customersr Partner with other surrounding agencies to ensure our community emergency resources are

maximized and coordinated professional ly' Perpetuate programs that sel f sustain the operat ional costs of the training faci l i ty. Generate future revenue for expansion and other capital needs for the training faci l i ty

Desired Goals for the Lone Star College System - Montgomery include:

' Provide academic and technical t raining for future f i re f ighters. Offer technical and soft ski l ls t raining and professional development opportunit ies to publ ic

safety entities

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Faci l i tate the training and l i fe- long learning process by assist ing ent i t ies with f inancialassistancethrough grants and other meansCoordinate program development and management ut i l iz ing the academic/customized trainingexpertise and resources of LSC - MontgomeryOffer the technical expert ise and resources of the Woodlands Fire Department to LSC -

Montgomery programs

Potential Training Courses

1. Basics

Certificate Programo Fire Technologyo Emergency Managemento Occupat ional Safetyo Various equivalent aspects of Law Enforcement and EMS

EMT BasicHaz-Mat awareness & operat ions

Technicalo EMT l /Paramedico Driver/Operatorr Fire Officer l/l lr Haz-Mat Techniciano lnstructor l/l l/ l l lo Fire Investigationr Various equivalent aspects of Law Enforcement and EMSr Custom courses based on regional needs

Professiona I Development/CE Us

o Emergency Management Courses & Workshopso InteragencyFunct ionalExerciseso National lncident Management System courseso Emergency Operations Center/Multi Agency Coordination Center courseso ConsequencesofTerror ismo Consequences of Natural Disasterso Haz-Mat awareness & operat ionso Various aspects of Law Enforcement

o Nat ional Fire Academy Regional Del ivery Courseso Leadershipo Interpersonal Dynamicso Safety Officer

Responsibilities and Commitments of both parties are outlined below:

The Woodlands Fire Department wi l l contr ibute:

a

o

2 .

3 .

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1. One office at a location within the facility as determined by WFD for a permanent LSC employeeand use of workspace station for adjunct instructors - Part-time LSC clerical position will belocated in reception area

2. Abi l i ty for LSC - Montgomery to ut i l ize two classrooms or lab spaces at the same t ime*3. Use of dr i l l ground area*4. Use of l ive burn/training tower bui lding*5. Use of f i re apparatus assigned to emergency training center*6. Ongoing technical assistance7. Computer Infrastructure and internet access on open si te (Use of planned infrastructure with no

addit ional infrastructure requirements other than as already planned for the faci l i ty)8. A potent ial pool for adjunct instructors for the credit program and CEU training9. Use of addit ional c lassrooms and workspace as avai lable*

*These uses are subject to coordinat ion with the WFD as to specif ic t ime for scheduled use

Lone Star College System - Montgomery will contribute:

1. Lone Star College Fire Science credit program - certificate level initially. Expected time frame forprogramming: Basic CE EMT training wi l l begin fal l 2008; credit Fire Science/EMT program wi l lbegin January 2009; and expected start date for CEU training wi l l be spr ing or summer 2009.

2. Computers and pr inters in both classrooms as required for instruct ion3. An addit ional L5 student computers in one classroom4. Addit ional f i re science instruct ional equipment5. Locking/Storage cabinets for LSCS equipment6. Full-time director/instructor to teach the credit fire science programr

7. Col laborat ion in the design and development of a comprehensive professional developmentplan to offer al l CEU training, workshops and conferences

8. A 50-50 spl i t on al l gross revenue less costs col lected for al l non-credit t raining, including CEUtraining, with such 50% to be paid to WFD within thir ty (30) days of col lect ion thereof by LSC

9. Market ing and promotion of the training courses & program development both pr int-based andweb-based

10. Reimbursement to WFD of cost for al l consumables used during training and any addit ionaloperat ional costs result ing direct ly from LSC's use of the faci l i ty within thir ty (30) days ofinvoice.

11. $42,000 per year rental (53,500 per month) for faci l i ty use paid to WFD bi-annual ly onSeptember 1 and February 1 of each year and subject to renegot iat ion at end of second year ofTerm. Thepar t iesagreetha t theren tw i l lno t inc reasebymore thantwenty (20%l to r thenex trenewal per iod.

12. PartTime clerical position and computer/printer station to support training programs.

Other:

Lone Star Col lege-Montgomery and The Woodlands Fire Department each agree, to the extentauthorized under the Const i tut ion and the laws of the State of Texas, to indemnify and hold the otherharmless from any claim, demand, sui t , loss or l iabi l i ty which the indemnif ied party may sustain as aresult of the indemnifying party 's breach of i ts dut ies under this Agreement, or the indemnifying party 'sor its respective officers, employees, agents, licensees or invitees, errors or omissions within the termsof this Agreement; provided however, that nei ther party shal l have any obl igat ion or l iabi l i ty under this

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paragraph for c laims, demands or causes of act ion ar is ing out of the intent ional or negl igent conduct(whether sole, joint, concurring or otherwise) of the other party, its officers, employees, agents,l icensees or invi tees, or for the intent ional or negl igent conduct of any person or ent i ty not subject tosuch party 's supervision or control . This indemnif icat ion shal l include reasonable expenses, includingattorney's fees incurred in defending such claims, and damages incurred by reason of the indemnifyingparty 's fai lure to comply with appl icable laws, ordinances and regulat ions or for damages caused by theindemnifying party. As a condit ion precedent to assert ing a r ight of indemnity, the party seekingindemnif icat ion shal l have given the indemnifying party t imely wri t ten not ice of the assert ion of theclaim as to which the r ight of indemnif icat ion is claimed to exist

Each party agrees to procure and maintain at all times, at their respective sole cost and expense, duringthe Term and for so long as this Agreement remains in effect policies of insurance with carriersreasonably acceptable to the other in the minimum amounts outlined below:

a. Worker's compensation and employer's liability coverage complying with the applicable laws ofthe State of Texas, covering all employees, agents and representatives. Employer's liability coverageshal l have a minimum l imit of $100,000 for l iabi l i ty ar is ing out of any accident.

b. Comprehensive general liability insurance, including each party's protective liability, in suchparty's name, with combined bodily injury and property damage of not less than $2,000,000 peroccurrence, and will include, without limitation, the following coverages:

(1) XCU Coverage,

(2) ContractualLiabi l i tyCoverage,

(4) (X), (C) and (U) exclusions shall be removed.

c. Comprehensive Automobile Liability Insurance, with combined single limit bodily injury andproperty damage of not less than $1,000,000 per occurrence. Such coverage shall include owned, hiredand non-owned vehicles of the party or party's employees, agents, representatives or subcontractors.

Lone Star Col lege-Montgomery agrees to abide by al l operat ional and safety pol ic ies and procedures asestabl ished by The Woodlands Fire Department. Al l students of LCS shal l be suppl ied with a copy of al lwritten operational and safety policies and procedures, and acknowledge receipt thereof andagreement to abide thereby, in wri t ing, pr ior to part ic ipat ing in any instruct ion on WFD faci l i t ies.

This Agreement shal l be effect ive on the date of execut ion and for the term of two years, September 1,2008 through August 3!,2070 ("Term"). This Agreement may be terminated at any t ime by mutualwri t ten consent of both part ies, and terminated by ei ther party at the end of the Term by giving wri t tennot ice of such party 's intent ion to the other party no less than one hundred twenty (120) days pr ior tothe terminat ion date of August 31.,2010. This Agreement shal l be subject to renewal fol lowing the Termfor addit ional two year terms upon mutual agreement of both part ies executed pr ior to terminat ion ofthe then current Term,

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The Woodlands

Mr. Alan Benso

oI By.

Chiel The Woodlands Fire Department

t l

Date. /o /1t/oY

,,4 /, {nRand W. Kev

-----T

Senior Vice Chancellor/COO

' ) rDate: ./d,/s.s /61

APPROVED AS TO

BRIAN S. NEOFFICE OF THELONE STAR COLLEGE SYSTEM

Lone Star College-Montgomery

Penny WesyfrfeldInterim PresidentLone Star College-Montgomery

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EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010 SUBJECT MATTER: Receive and consider a report regarding the status of refunding of The Woodlands Township’s outstanding Sales and Use Tax and Hotel Occupancy Tax Bonds, Series 2001 SUPPORTING MATERIALS FOR THIS AGENDA ITEM WILL BE AS HANDOUTS AT THE TOWNSHIP

BOARD MEETING

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EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010 SUBJECT MATTER: Receive and consider a recommendation from the Audit Committee regarding acceptance of the 2009 Audit Reports (this item will be discussed at the August 25, 2010, Board of Directors meeting)

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EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010 SUBJECT MATTER: Receive and consider adoption of the 2011 Operating Budget for The Woodlands Township (this item will be discussed at the August 25, 2010, Board of Directors meeting)

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EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010 SUBJECT MATTER: Receive and consider amending the hotel occupancy tax order to include provisions for supplemental hotel occupancy tax collections to begin January 1, 2011 (this item will be discussed at the August 25, 2010, Board of Directors meeting)

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EXECUTIVE SUMMARY

MEETING DATE: August 19, 2010 SUBJECT MATTER: Receive and consider adoption of policy/order to include provisions for event admissions tax collections beginning January 1, 2011 (this item will be discussed at the August 25, 2010, Board of Directors meeting)

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EXECUTIVE SUMMARY


Discussion of committee system of The Woodlands Township

BUDGET IMPACT: NA FACTS/HISTORY: The discussion of the committee system of The Woodlands Township was

place on the agenda by Chairman Tough. This matter will be discussed at the work session on August 19th

. Attached is a summary of the Committee Appointments for 2010-2011.

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The Woodlands Township Committee Appointments (2010 – 2011)

Adopted June 23, 2010

o Lloyd Matthews (Chair)

Committees by Appointment Project Planning and Development Committee (1 yr term, expires June 2011)

o Nelda Blair o Ed Robb

Public Facilities Administration Committee (1 yr term, expires June 2011) o Bruce Tough (Chair) o Peggy Hausman o Claude Hunter

Audit Committee (1 yr term, expires June 2011) o Ed Robb (Chair) o Tom Campbell o Bruce Tough

Ad Hoc Water Taxi Committee (1 yr term, expires June 2011) o Lloyd Matthews (Chair) o Nelda Blair o Claude Hunter

Governance Committee Immediate past Chair and two Directors (1 yr term, expires June 2011) o Nelda Blair (Chair) o Lloyd Matthews o Bruce Tough

Booking & Blocking Committee o Nick Wolda

(3 yr term, expires 12/31/10) o Mark Golibart

(2 yr term, expires 12/31/11) o Sheron Jones

(1 yr term, expires 12/31/10)

Museum Ad Hoc Committee Inactive / Appointments as needed

Advisory Councils by Appointment

Parks and Recreation Advisory Council (1 yr term, expires June 2011) o Claude Hunter

Law Enforcement Advisory Council (1 yr term, expires June 2011) o Tom Campbell

o Ed Robb, Treasurer

Committee by Position Investment Committee (1 yr term, expires June 2011)

o Claude Hunter, Secretary o Don Norrell, President, Township

o Nelda Blair

Boards Appointments by Election The Woodlands Convention and Visitors Bureau 3 positions elected by written ballot (1 yr term, expires June 2011)

o Claude Hunter o Lloyd Matthews

Other Members: o Fred Domenick o Karen Hoylman o Kent Johnson o Don Norrell o Nick Wolda, President o Casey Snyder, General Manager

Development Standards Committee 4 positions elected by written ballot (1 yr term, expires June 2011) Township Appointments: o Chris Florack o Ken Parker o Deborah Sargeant o Mike Bass

TWDC Appointments: o Ken Anderson o Kim Hess o Robert Heineman

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EXECUTIVE SUMMARY


SUBJECT MATTER: Award of Bid – Park and Pathway Maintenance Services Supplemental Information

BUDGET IMPACT: $1,861,715 is proposed in the FY 2011 Budget for contracted services for park and pathway maintenance. The FY 2010 budget amount is $1,771,000. All bid submittals are within the FY 2011 Proposed Budget. FACTS/HISTORY: The Bid Tabulation indicates the following:

Category Grotech BIO Brickman TruGreen

Park Maintenance $ 1,199,229 $ 999,013.40 $ 1,106,965 $ 1,195,175.73

Pathway Maint. $ 124,000 $ 22,894.00 $ 122,000 $ 163,662.47

Jumbo Cul de Sac $ 66,552 $ 52,921.00 $ 41,000 $ 72,447.58

Annual Total $ 1,389,781 $ 1,074,828.40 $ 1,269,965 $ 1,435,285.78

Three Year Total $ 4,169,343 $ 3,224,485.20 $ 3,809,895 $ 4,305,857.34

Bid Conditioning ‐ Three Lowest Bidders

BIO Landscape and Maintenance, Inc: BIO submitted the lowest bid at an annual cost of $1,074,828.40 and $3,224,485.20 for 36 months ‐ a 28% decrease from the current 2010 contract value and a 24% decrease from their bid submittal in the 2007 Invitation to Bid for park and pathway maintenance services which was $1,336,203. This is noteworthy as the number of parks and pathways has grown significantly since 2007. BIO has many large contracts in the Houston area specializing in right‐of‐way mowing, detail landscape work, irrigation and construction projects. Company representatives indicated that they purposely reduced their cost /profit margin to be the low bidder with the justification that providing services in The Woodlands would boost their reputation and increase client base. They currently have 500 employees. BIO is a Yellowstone Landscape Company which was ranked #12 in the top 150 Lawn & Landscape companies in 2009 by Lawn & Landscape Magazine. Their headquarters are in Plano, TX. They indicate they will be opening a north‐side branch in 4 – 8 weeks due to the amount of work performed in the area (Humble ISD, Spring ISD and several contracts in Conroe). If awarded the contract, they would hire additional staff to handle the increased work. They have a 24‐hour, 365 days per year On‐Call program, a dedicated “floating crew” for this contract and an Emergency Operations Plan to deal with hurricanes and other natural disasters.

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As their pathway maintenance amount is extremely low compared to the other companies’ prices, they were asked to confirm and validate the price. Representatives indicated the number was correct, that they had inspected the entire system and included the price for pathway segments that are not in parks and only the areas that need to be mowed. In the conditioning meeting, they provided examples of reports, and a 30‐60‐90 day transition plan that would begin in September. They plan to dedicate five crews to the contract and a Project Superintendent for a total of 20‐26 employees. BIO indicated they have a number of green initiatives such as BIO Compost, a custom‐blend organic BIOLife fertilizer (similar to Microlife) and propane powered mowers. Staff has concerns with the low price submitted by BIO, particularly with the pathway maintenance price and considering the 2007 bid amounts and comparisons to Houston Grotech the current contractor and Brickman. However, reference checks of the company have proven to be average to positive and they were up front about the justification for the low price. If BIO is selected as the contractor, it is recommended to provide additional Township staff resources / personnel or contract services to ensure BIO adheres to the specifications and quality performance expected. The Brickman Group: The Brickman Group submitted the second lowest bid at an annual cost of $1,269,965 and $3,809,895 for 36 months ‐ a 15% decrease from the current 2010 contract value and a 1.4% decrease from their bid submittal in the 2007 Invitation to Bid for park and pathway maintenance services which was $1,288,762. In the bid conditioning meeting, Brickman submitted reasons for selecting them as the contractor: they are already established in the community; professionalism; appearance; safety procedures; responsiveness; reduced risk due to the size of the company; chemical action plan; and they provided a detailed transition plan which would include hiring additional staff for this contract. They have a detailed Natural Disaster Plan and have implemented green initiatives such as use of Prius cars for management, propane mowers, recycling programs and mulch kits. Brickman’s bid includes an in‐kind annual donation valued at $20,000 to be used for community events or upgrading older areas of the system ‐ $60,000 total over the three year term of the contract. The Brickman Group was ranked #3 in the top 150 Lawn & Landscape companies in 2009 by Lawn & Landscape Magazine. Company headquarters are in Gathersburg, MD with 10,000 total employees. They have a branch office in The Woodlands and in addition to their Township park maintenance contracts for Town Green Park, Riva Row Park and Olmstead Park, they service Hewitt, Carlton Woods Association, and John Cooper School to name a few. Brickman is also the sub‐contractor to The Woodlands Land Development Company for the Streetscape Maintenance Contract. They explained their low bid prices as their ability to gain efficiencies in combining work effort by performing streetscape neighborhood entry maintenance with adjacent neighborhood park maintenance and jumbo cul‐de‐sac island maintenance.

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Staff has no concerns with The Brickman Groups’ bid or ability to perform and execute the specifications of the contract. Houston Grotech Services, Inc: Houston Grotech submitted the third lowest bid at an annual cost of $1,389,781 and $4,169,343 for 36 months ‐ a 7% decrease from their current contract value and a 26% increase from their bid submittal in the 2007 Invitation to Bid for park and pathway maintenance services which was $1,101,134. Grotech representatives explained their bid as a result of the improved bid specifications, expansion to a seven day operation, standards and reports requirements. They indicate they would add additional staff including two Assistant Supervisors and new equipment. Grotech is the current park and pathway maintenance contractor and has been for almost 15 years. They are a DBA of SERIL, Inc. with headquarters in Houston and a branch office in The Woodlands and have a total of 104 employees. In addition to providing services to the Township, Grotech has contracts with the cities of Sugarland and Bellarie, UT Health Science Center and Metropolitan Transit Authority. Staff has no concerns with Grotech’s bid submission. Attached are pros and cons of each of the bid submittals based on staff review.

Three Year Model Analysis As there is concern with low base bids but higher unit costs for additional specific tasks, a three year model was created to understand the financial impact of adding new park and pathways whose contract addition prices would be based on the submitted unit costs. Using the five year park & pathway plan projections provided by The Woodlands Land Development Company for the FY2011 Proposed Budget, the cumulative impact is as follows:

Cost Grotech BIO Brickman TruGreen

Base Bid (36 months) $ 4,169,343.00 $ 3,224,485.20 $ 3,809,895.00 $4,305,857.34

Contract additions over 3 yrs. $ 288,645.85 $ 150,963.57 $ 173,511.19 $ 207,240.62

AB Sports Park (*2.5 years) $ 160,083.00 $ 114,345.00 $ 49,320.81 $ 166,181.40

SUB ‐ TOTAL $ 4,618,071.85 $3,489,793.77 $ 4,032,727.00 $4,679,279.36

Additional Value ‐ donation $ 60,000.00

TOTAL $ 4,618,071.85 $3,489,793.77 $ 3,972,727.00 $4,679,279.36

The three year model forecasts BIO to still be lower than Brickman (2nd lowest bidder) by $482,934 at the end of the three year contract period.

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Time / Cost Analysis ‐ Pathway Maintenance: Due to the large variance on Pathway Maintenance, a time /cost analysis was conducted for this task. The task consists of four sub tasks: Blowing = 34 times per year; Mowing = 12 times per year; Trash Removal = 12 times per year; and Pruning = 4 times per year. The labor rate was calculated to be $10 per hour and equipment costs were factored at $5 per hour. Assumptions for speed of equipment and time to complete tasks are founded in industry standards and professional experience. From this analysis, a probable cost to perform this task is $125,000 a year ‐ which is consistent with the Brickman and GroTech bids, but not the $22,894 submitted by BIO. Again, BIO stated they estimated the number of miles included in this price as only those miles of pathway not within a park, that they inspected every mile of pathway and determined areas that do not have areas to mow, and used this line item as their “lost leader” to get the contract.

Overall the bids received were well developed and the contractors understood the complexity of the specifications and the system. As this is the third time since 2006 this contract has been bid, the Township has good knowledge and experience with the process and issues to consider. In addition, valuable insight to these types of bid processes was gained from a third party professional, Dr. Todd Watson, of Texas A&M, who was retained in 2007 to analyze the similarly complex Streetscape Maintenance bids. Dr. Watson advised the following at that time:

As a general rule, quality contractors will tend to submit bid prices “to create the effect intended by the Owner/Managing Agent” as specified in the specifications. Other contractors tend to compete on price alone requiring the specifications to be enforced on a frequent basis. Low‐bid contractors typically create additional work for the managing agent because they fail to provide the “other services” (e.g. meetings, reports, timely response, etc) not specifically outlined in the specs. I have consulted on properties where the property owner/manager was allured by a low bid price (against my recommendation) assuming that all contractors were bidding “apples to apples”. The quality of maintenance suffered on these properties, and the property managers had to expend additional resources to police the contractors and to re‐solicit bids and hire new contractors that bid the properties as specified.

When bidding on specifications, the current contractor always has the best understanding of the scope of work and associated costs. If there are huge inconsistencies between the bids

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of competing contractors and the current contractor, as is the case for The Woodlands, then this indicates that the new bidders probably do not fully comprehend the amount or intensity of services that will be required.

Contractors sometimes bid landscape maintenance jobs below the fair market price with the intention of up‐selling to profit on future work that is not part of the contracted bid price. This includes plant installation, irrigation repair, and other extra services. Unfortunately, this is common in the industry because bidders can cancel most landscape contracts with few penalties if anticipated profits fail to materialize.

RECOMMENDED BOARD ACTION: Award the bid for park and pathway maintenance services to BIO Landscape & Maintenance, Inc. and authorize the President /General Manager to execute a contract for the services to include an initial three year term and two options to extend the contract for one year periods; authorize up to seven percent of the annual contract amount for additional staff resources or contracted services to supervise and manage the performance of the contractor.

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BIO Landscape & Maintenance

PROS CONS

1. Large company with high profile contracts. 1. Several references indicated a good contractor, though questioned their ability to completed detailed work without oversight.

2. A branch would be located in The Woodlands area.

2. The Woodlands Township has no experience with Bio Landscaping

3. Experience in Parks and Pathways maintenance in the Houston area.

3. Unfamiliar with the intricacies of the park system and contract

4. Large equipment and employee base. 4. Bio’s pathway costs are not consistent with market or a time analysis

5. Professional Appearance and Equipment. 5. Potential to be too large of a company thus not able to provide “one‐on‐one” services.

6. Low Bid

7. Size allows for increase services and labor during emergency situations and special projects.

8. Equipment for contract already available

The Brickman Group PROS CONS

1. Professional Appearance and Equipment. 1. Price is higher than BIO Landscaping.

2. Increased efficiency due to streetscape maintenance contract.

2. All Streetscape and Park/Pathway maintenance performed by one contractor.

3. Acceptable level of service on current park contracts: Olmstead, Town Green Park, Waterway Square, and Riva Row Boat House.

3. Unfamiliar with the intricacies of the park system and contract

4. Size allows for increase services and labor during emergency situations and special projects.

4. Potential to be too large of a company thus not able to provide “one‐on‐one” services.

5. Community based office.

5. The challenge of being able to perform both the streetscape and parks and pathways contracts.

6. Due to location (Shadowbend Drive), able to respond to requests and issues in a timely response.

7. Involved already in the community and events.

8. Several of Brickman’s management and account staff live in The Woodlands increasing oversight of the contract.

9. Equipment for contract already available

10. Third largest landscape maintenance company in the United Stated.

7

Houston Grotech Services PROS CONS

1. Knowledge and understanding of the intricacies of the park and pathway system.

1. Price is higher than BIO Landscaping.

2. Keeping the same contractor (12 yrs +) 2. Crews/Fleet not always marked or in uniform; they indicated they would be creating a new image for work completed in The Woodlands including upgrading fleet and uniforms.

3. Reduced transition period. 3. Small number of staff dedicated to this contract. (currently 18 staff)

4. Equipment for contract already available.

4. Increased supervision required to assure quality of work; indicated they would be hiring two assistant supervisors to help with this aspect.

Date post:	12-Jul-2020
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